<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
FDX CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
-----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
(5) Total fee paid:
-----------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
<TABLE>
<S> <C>
FDX CORPORATION
942 SOUTH SHADY GROVE ROAD
[LOGO] MEMPHIS, TENNESSEE 38120
</TABLE>
------------------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD SEPTEMBER 27, 1999
----------------------------------------------------
To Our Stockholders:
You are invited to attend the Annual Meeting of Stockholders of FDX
Corporation (the "Company") to be held at Hotel Le Bristol, 112 rue du Faubourg
Saint-Honore, Paris, France, on Monday, September 27, 1999, at 10:00 a.m. local
time. At the meeting, stockholders will be asked to vote on the following
proposals:
<TABLE>
<S> <C>
PROPOSAL 1. Election of five directors, each with a term of three years;
PROPOSAL 2. Approval of an amendment to the Company's Amended and Restated Certificate
of Incorporation to increase the number of authorized shares of common
stock from 400,000,000 to 800,000,000;
PROPOSAL 3. Approval of the adoption of the Company's 1999 Stock Incentive Plan, under
which options for up to 10 million shares of common stock may be issued to
key employees of the Company and its subsidiaries; and
PROPOSAL 4. Ratification of the appointment of Arthur Andersen LLP as independent
auditors of the Company for fiscal year 2000.
</TABLE>
Stockholders also will transact any other business that may properly come before
the meeting.
The record date for the annual meeting is August 2, 1999. Only stockholders
of record at the close of business on that date are entitled to notice of and to
vote at the meeting or any postponement or adjournment.
YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE PROPOSALS.
By order of the Board of Directors,
KENNETH R. MASTERSON
SECRETARY
August , 1999
PLEASE COMPLETE, DATE, SIGN AND RETURN THE ACCOMPANYING PROXY CARD OR VOTE
ELECTRONICALLY VIA THE INTERNET OR BY TELEPHONE. THE ENCLOSED RETURN ENVELOPE
REQUIRES NO ADDITIONAL POSTAGE IF MAILED IN EITHER THE UNITED STATES OR CANADA.
NEXT YEAR, WE PLAN TO MAKE OUR PROXY STATEMENT AND ANNUAL REPORT TO
STOCKHOLDERS AVAILABLE OVER THE INTERNET. IF YOU VOTE ON THE INTERNET, YOU WILL
HAVE THE OPTION AT THAT TIME TO ENROLL IN INTERNET DELIVERY. WE STRONGLY
ENCOURAGE YOU TO ENROLL IN INTERNET DELIVERY. IT IS A COST-EFFECTIVE WAY FOR THE
COMPANY TO SEND YOU PROXY MATERIALS.
PLEASE VOTE WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING.
<PAGE>
FDX CORPORATION
942 SOUTH SHADY GROVE ROAD
MEMPHIS, TENNESSEE 38120
------------------------
1999 PROXY STATEMENT
---------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
INTRODUCTION............................................................................................... 1
INFORMATION ABOUT THE ANNUAL MEETING....................................................................... 2
What is the purpose of the annual meeting?............................................................... 2
Who is entitled to vote?................................................................................. 2
What if my shares are held in "street name" by a broker?................................................. 2
How many shares must be present to hold the meeting?..................................................... 2
What if a quorum is not present at the meeting?.......................................................... 2
How do I vote?........................................................................................... 2
Can I vote by telephone or on the Internet if I am not a registered stockholder?......................... 3
Can I change my vote after I submit my proxy?............................................................ 3
Will my vote be kept confidential?....................................................................... 3
Who will count the votes?................................................................................ 3
How does the Board of Directors recommend I vote on the proposals?....................................... 4
What if I do not specify how my shares are to be voted?.................................................. 4
Will any other business be conducted at the meeting?..................................................... 4
How many votes are required to elect the director nominees?.............................................. 4
What happens if a nominee is unable to stand for election?............................................... 4
How many votes are required to approve the amendment to the Certificate of Incorporation?................ 4
How many votes are required to approve the 1999 Stock Incentive Plan?.................................... 4
How many votes are required to ratify the appointment of the Company's independent auditors?............. 5
How will abstentions be treated?......................................................................... 5
How will broker non-votes be treated?.................................................................... 5
STOCK OWNERSHIP............................................................................................ 6
Directors and Executive Officers......................................................................... 6
Section 16(a) Beneficial Ownership Reporting Compliance.................................................. 7
Significant Stockholders................................................................................. 7
PROPOSAL 1 -- ELECTION OF DIRECTORS........................................................................ 8
Current Nominees......................................................................................... 8
Continuing Directors..................................................................................... 9
MEETINGS AND COMMITTEES.................................................................................... 11
Meetings................................................................................................. 11
Committees............................................................................................... 11
</TABLE>
i
<PAGE>
TABLE OF CONTENTS
(CONTINUED)
<TABLE>
<S> <C>
COMPENSATION OF DIRECTORS.................................................................................. 11
SUMMARY COMPENSATION TABLE................................................................................. 13
OPTION/SAR GRANTS IN LAST FISCAL YEAR...................................................................... 15
CHANGE IN CONTROL ARRANGEMENT.............................................................................. 15
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION/SAR VALUES........................................................................................ 16
LONG-TERM INCENTIVE PLANS -- AWARDS IN LAST FISCAL YEAR.................................................... 17
PENSION PLAN TABLE......................................................................................... 18
REPORT ON EXECUTIVE COMPENSATION OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS................... 18
TRANSACTIONS WITH MANAGEMENT AND OTHERS AND COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION.... 21
STOCK PERFORMANCE GRAPH.................................................................................... 22
PROPOSAL 2 -- AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION TO INCREASE THE AUTHORIZED COMMON
STOCK.................................................................................................... 23
General.................................................................................................. 23
Purpose and Effect of the Proposed Amendment............................................................. 23
Vote Required for Approval............................................................................... 24
PROPOSAL 3 -- 1999 STOCK INCENTIVE PLAN.................................................................... 24
Purpose.................................................................................................. 24
Administration of the Plan............................................................................... 24
Number of Shares That May Be Awarded..................................................................... 24
Eligibility to Receive Awards............................................................................ 25
Exercise Price of Options................................................................................ 25
Repricing Prohibited..................................................................................... 25
Exercisability of Options and Other Terms and Conditions................................................. 25
Change of Control........................................................................................ 26
Amendment of the Plan.................................................................................... 26
Federal Tax Consequences................................................................................. 26
Vote Required for Approval............................................................................... 26
PROPOSAL 4 -- AUDITORS..................................................................................... 27
OTHER MATTERS.............................................................................................. 27
ADDITIONAL INFORMATION..................................................................................... 27
Proxy Solicitation Costs................................................................................. 27
Stockholder Proposals for 2000 Annual Meeting............................................................ 27
APPENDIX A
FDX Corporation 1999 Stock Incentive Plan................................................................ A-1
</TABLE>
ii
<PAGE>
FDX CORPORATION
1999 PROXY STATEMENT
942 SOUTH SHADY GROVE ROAD
MEMPHIS, TENNESSEE 38120
INTRODUCTION
This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of FDX Corporation (the "Company") for use at
the Annual Meeting of Stockholders to be held at Hotel Le Bristol, 112 rue du
Faubourg Saint-Honore, Paris, France, on Monday, September 27, 1999, at 10:00
a.m. local time. At the meeting, stockholders will be asked to vote on four
proposals. The proposals are set forth in the accompanying Notice of Annual
Meeting of Stockholders and are described in more detail below. Stockholders
also will consider any other matters that may properly come before the meeting,
although the Board of Directors knows of no other business to be presented.
By submitting your proxy (either by executing and returning the enclosed
proxy card or by voting electronically via the Internet or by telephone), you
authorize Kenneth R. Masterson, the Company's Executive Vice President, General
Counsel and Secretary, and Alan B. Graf, Jr., the Company's Executive Vice
President and Chief Financial Officer, to represent you and vote your shares at
the meeting in accordance with your instructions. These persons also may vote
your shares to adjourn the meeting from time to time and will be authorized to
vote your shares at any adjournments or postponements of the meeting.
The Company's Annual Report to Stockholders for the fiscal year ended May
31, 1999, which includes the Company's annual financial statements, is enclosed.
Although the Annual Report is being mailed to stockholders with this proxy
statement, it does not constitute a part of the proxy solicitation materials and
is not incorporated herein by reference.
This proxy statement and the accompanying materials are being mailed to
stockholders on or about August 9, 1999.
YOUR PROXY VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING,
PLEASE SUBMIT YOUR PROXY PROMPTLY EITHER IN THE ENCLOSED ENVELOPE, VIA THE
INTERNET OR BY TELEPHONE.
1
<PAGE>
INFORMATION ABOUT THE ANNUAL MEETING
WHAT IS THE PURPOSE OF THE ANNUAL MEETING?
At the annual meeting, stockholders will be asked to vote on the following
proposals:
PROPOSAL 1. Election of five directors, each with a term of three years;
PROPOSAL 2. Approval of an amendment to the Company's Amended and
Restated Certificate of Incorporation increasing the number
of authorized shares of common stock;
PROPOSAL 3. Approval of the adoption of the Company's 1999 Stock
Incentive Plan; and
PROPOSAL 4. Ratification of the appointment of Arthur Andersen LLP as
the Company's independent auditors.
The stockholders also will transact any other business that may properly come
before the meeting. Members of the Company's management team will be present at
the meeting to respond to appropriate questions from stockholders.
WHO IS ENTITLED TO VOTE?
The record date for the meeting is August 2, 1999. Only stockholders of
record at the close of business on that date are entitled to notice of and to
vote at the meeting. The only class of stock entitled to be voted at the meeting
is the Company's common stock. Each outstanding share of common stock is
entitled to one vote for all matters before the meeting. At the close of
business on the record date there were shares of common stock
outstanding.
WHAT IF MY SHARES ARE HELD IN "STREET NAME" BY A BROKER?
If you are the beneficial owner of shares held in "street name" by a broker,
your broker, as the record holder of the shares, is required to vote those
shares in accordance with your instructions. If you do not give instructions to
your broker, your broker will nevertheless be entitled to vote the shares with
respect to "discretionary" items, but will not be permitted to vote your shares
with respect to "non-discretionary" items. In the case of non-discretionary
items, the shares will be treated as "broker non-votes."
HOW MANY SHARES MUST BE PRESENT TO HOLD THE MEETING?
A quorum must be present at the meeting for any business to be conducted.
The presence at the meeting, in person or by proxy, of the holders of a majority
of the shares of common stock outstanding on the record date will constitute a
quorum. Proxies received but marked as abstentions or broker non-votes will be
included in the calculation of the number of shares considered to be present at
the meeting.
WHAT IF A QUORUM IS NOT PRESENT AT THE MEETING?
If a quorum is not present at the scheduled time of the meeting, the
stockholders who are represented may adjourn the meeting until a quorum is
present. The time and place of the adjourned meeting will be announced at the
time the adjournment is taken, and no other notice will be given. An adjournment
will have no effect on the business that may be conducted at the meeting.
HOW DO I VOTE?
1. YOU MAY VOTE BY MAIL. If you properly complete and sign the
accompanying proxy card and return it in the enclosed envelope, it will be voted
in accordance with your instructions. The enclosed envelope requires no
additional postage if mailed either in the United States or Canada.
2
<PAGE>
2. YOU MAY VOTE BY TELEPHONE. If you are a registered stockholder (that
is, if you hold your stock in your own name), you may vote by telephone by
following the instructions included on the proxy card. If you vote by telephone,
you do not have to mail in your proxy card.
3. YOU MAY VOTE ON THE INTERNET. If you are a registered stockholder (that
is, if you hold your stock in your own name), you may vote on the Internet by
following the instructions included on the proxy card. If you vote on the
Internet, you do not have to mail in your proxy card.
NOTE: NEXT YEAR, THE COMPANY PLANS TO MAKE THE PROXY STATEMENT
AND ANNUAL REPORT TO STOCKHOLDERS AVAILABLE OVER THE INTERNET. IF
YOU VOTE ON THE INTERNET, YOU WILL HAVE THE OPTION AT THAT TIME TO
ENROLL IN INTERNET DELIVERY. WE STRONGLY ENCOURAGE YOU TO ENROLL
IN INTERNET DELIVERY. IT IS A COST-EFFECTIVE WAY FOR THE COMPANY
TO SEND YOU PROXY MATERIALS.
4. YOU MAY VOTE IN PERSON AT THE MEETING. If you are a registered
stockholder and attend the meeting, you may deliver your completed proxy card in
person. Additionally, the Company will pass out written ballots to anyone who
wishes to vote in person at the meeting. Beneficial owners of shares held in
"street name" who wish to vote at the meeting will need to obtain a proxy form
from the institution that holds their shares.
CAN I VOTE BY TELEPHONE OR ON THE INTERNET IF I AM NOT A REGISTERED STOCKHOLDER?
If your shares are held in "street name" by a broker or other nominee, you
should check the voting form used by that firm to determine whether you will be
able to vote by telephone or on the Internet.
CAN I CHANGE MY VOTE AFTER I SUBMIT MY PROXY?
Yes, you may revoke your proxy and change your vote at any time before the
polls close at the meeting by:
- signing another proxy with a later date;
- voting by telephone or on the Internet (your latest telephone or Internet
vote is counted); or
- giving written notice of such revocation to the Secretary of the Company
prior to or at the meeting.
Your attendance at the meeting will not have the effect of revoking your proxy
unless you give written notice of revocation to the Secretary of the Company
before the polls are closed.
WILL MY VOTE BE KEPT CONFIDENTIAL?
Yes, your vote will be kept confidential and not disclosed to the Company
unless:
- required by law (including in connection with the pursuit or defense of
legal or regulatory actions or proceedings);
- you expressly request disclosure on your proxy; or
- there is a contested election for the Board of Directors.
WHO WILL COUNT THE VOTES?
The votes will be tabulated and certified by the Company's transfer agent,
Equiserve -- First Chicago Trust Division. A representative of the transfer
agent will serve as the inspector of election.
3
<PAGE>
HOW DOES THE BOARD OF DIRECTORS RECOMMEND I VOTE ON THE PROPOSALS?
Your Board recommends that you vote:
- FOR election of the five nominees to the Board of Directors;
- FOR approval of the amendment to the Company's Amended and Restated
Certificate of Incorporation to increase the number of authorized shares
of common stock;
- FOR adoption of the 1999 Stock Incentive Plan; and
- FOR ratification of the appointment of Arthur Andersen LLP as the
Company's independent auditors.
WHAT IF I DO NOT SPECIFY HOW MY SHARES ARE TO BE VOTED?
If you submit a proxy but do not indicate any voting instructions, your
shares will be voted:
- FOR election of the five nominees to the Board of Directors;
- FOR approval of the amendment to the Company's Amended and Restated
Certificate of Incorporation to increase the number of authorized shares
of common stock;
- FOR adoption of the 1999 Stock Incentive Plan; and
- FOR ratification of the appointment of Arthur Andersen LLP as the
Company's independent auditors.
WILL ANY OTHER BUSINESS BE CONDUCTED AT THE MEETING?
The Board of Directors knows of no other business that will be presented at
the meeting. If any other proposal properly comes before the stockholders for a
vote at the meeting, however, the proxy holders will vote your shares in
accordance with their best judgment.
HOW MANY VOTES ARE REQUIRED TO ELECT THE DIRECTOR NOMINEES?
The affirmative vote of a plurality of the votes cast at the meeting is
required to elect the five nominees as directors. This means that the five
nominees will be elected if they receive more affirmative votes than any other
person. If you vote "Withheld" with respect to the election of one or more
nominees, your shares will not be voted with respect to the person or persons
indicated, although they will be counted for purposes of determining whether
there is a quorum.
WHAT HAPPENS IF A NOMINEE IS UNABLE TO STAND FOR ELECTION?
If a nominee is unable to stand for election, the Board of Directors may
either reduce the number of directors to be elected or select a substitute
nominee. If a substitute nominee is selected, the proxy holders will vote your
shares for the substitute nominee, unless you have withheld authority.
HOW MANY VOTES ARE REQUIRED TO APPROVE THE AMENDMENT TO THE CERTIFICATE OF
INCORPORATION?
The approval of the amendment to the Company's Amended and Restated
Certificate of Incorporation increasing the number of authorized shares of
common stock requires the affirmative vote of a majority of the shares
outstanding as of the record date.
HOW MANY VOTES ARE REQUIRED TO APPROVE THE 1999 STOCK INCENTIVE PLAN?
The approval of the 1999 Stock Incentive Plan requires the affirmative vote
of a majority of the shares present at the meeting in person or by proxy and
entitled to vote.
4
<PAGE>
HOW MANY VOTES ARE REQUIRED TO RATIFY THE APPOINTMENT OF THE COMPANY'S
INDEPENDENT AUDITORS?
The ratification of the appointment of Arthur Andersen LLP as the Company's
independent auditors requires the affirmative vote of a majority of the shares
present at the meeting in person or by proxy and entitled to vote.
HOW WILL ABSTENTIONS BE TREATED?
If you abstain from voting on one or more proposals, your shares will still
be included for purposes of determining whether a quorum is present. Because
directors are elected by a plurality of the votes, an abstention will have no
effect on the outcome of the vote and, therefore, is not offered as a voting
option for Proposal 1. If you abstain from voting on the remaining proposals,
your shares will be included in the number of shares voting on the proposal and,
consequently, your abstention will have the same practical effect as a vote
against the proposals.
HOW WILL BROKER NON-VOTES BE TREATED?
Shares treated as broker non-votes on one or more proposals will be included
for purposes of calculating the presence of a quorum. Otherwise, shares
represented by broker non-votes will be treated as shares not entitled to vote
on a proposal. Consequently, broker non-votes will have the following effects:
PROPOSAL 1. Broker non-votes will have no effect on the election of
directors.
PROPOSAL 2. Because approval of the amendment to the Company's Amended and
Restated Certificate of Incorporation requires a majority vote of the shares
outstanding, a broker non-vote will have the same practical effect as a vote
against this proposal.
PROPOSAL 3 AND PROPOSAL 4. Broker non-votes will not be counted in
determining the number of shares necessary for approval of the 1999 Stock
Incentive Plan and ratification of the appointment of the Company's independent
auditors and will, therefore, reduce the absolute number (but not the
percentage) of the affirmative votes required for approval of these proposals.
5
<PAGE>
STOCK OWNERSHIP
DIRECTORS AND EXECUTIVE OFFICERS.
The following table sets forth the amount of the Company's common stock
beneficially owned by each director of the Company, each nominee for director,
each of the executive officers named in the Summary Compensation Table below and
by all directors and executive officers as a group, as of August 2, 1999. Unless
otherwise indicated, beneficial ownership is direct and the person indicated has
sole voting and investment power.
<TABLE>
<CAPTION>
AGGREGATE NUMBER
OF SHARES SHARES ACQUIRABLE PERCENT OF
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED WITHIN 60 DAYS(1) CLASS(2)
- ------------------------------------------------------------ ------------------- ------------------ -----------
<S> <C> <C> <C>
Smith, Frederick W.......................................... 19,930,992(3) 895,000 %
Allen, Robert H............................................. 28,016 8,000 *
Barksdale, James L..........................................
Cox, Robert L............................................... 120,000(4) 28,000 *
DeNunzio, Ralph D........................................... 8,000 44,000 *
Estrin, Judith L............................................ 8,000 36,000 *
Greer, Philip............................................... 66,462(5) 44,000 *
Hyde, J. R., III............................................ 80,000(6) 44,000 *
Manatt, Charles T........................................... 6,800 44,000 *
Mitchell, George J.......................................... 8,000 20,000 *
Smart, Jackson W., Jr....................................... 48,668(7) 40,000 *
Smith, Joshua I............................................. 1,200 12,000 *
Walsh, Paul S............................................... 3,000 16,000 *
Willmott, Peter S........................................... 179,800 40,000 *
Masterson, Kenneth R........................................ 86,000 253,000 *
Graf, Alan B., Jr........................................... 139,002 131,800 *
Jones, Dennis H............................................. 426,032 86,512 *
Glenn, T. Michael........................................... 99,000 187,500 *
All directors and executive officers as a group (17
persons).................................................. %
</TABLE>
- ------------
(*) Less than 1% of the Company's outstanding common stock.
(1) Reflects the number of shares of common stock that can be acquired at August
2, 1999 or within 60 days thereafter through the exercise of options granted
under the Company's Stock Incentive Plans.
(2) Based on shares of common stock outstanding on August 2, 1999
plus shares of common stock subject to options held by each respective
person and exercisable at August 2, 1999 or within 60 days thereafter.
(3) Includes 15,789,712 shares of common stock owned of record by Mr. Smith and
4,141,280 shares of common stock beneficially owned by Frederick Smith
Enterprise Company, Inc. ("Enterprise"), a family holding company. First
Tennessee Bank, N.A., Memphis, Tennessee, as Trustee of a trust of which Mr.
Smith is the lifetime beneficiary, holds 55% of Enterprise's outstanding
stock and Mr. Smith owns 45% directly. Mr. Cox is a director of Enterprise.
Mr. Smith's address is 942 South Shady Grove Road, Memphis, Tennessee 38120.
(4) Includes 100,000 shares of common stock owned by RLC Family Partners, L.P.,
a limited partnership of which Mr. Cox is the President, and 20,000 shares
of common stock owned of record by Meadowcourt, L.P., a limited partnership
of which Mr. Cox is the sole general partner. Excludes 16,000 shares owned
by Mr. Cox's wife as to which Mr. Cox disclaims beneficial ownership.
6
<PAGE>
(5) Excludes 49,524 shares of common stock owned of record and beneficially by
members of Mr. Greer's family as to which Mr. Greer disclaims beneficial
ownership.
(6) Includes 16,000 shares of common stock owned by a family trust and members
of Mr. Hyde's family.
(7) Includes 8,400 shares of common stock owned by Mr. Smart's wife.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE.
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors and executive officers to report their initial ownership
of the Company's common stock and any subsequent changes in that ownership to
the Securities and Exchange Commission. Specific due dates for these reports
have been established by the Securities and Exchange Commission and the Company
is required to disclose in this proxy statement any late filings or failures to
file. Mr. Mitchell made a late filing of a Form 4 because of an inadvertent
failure to file one Form 4 involving one transaction in the Company's common
stock.
SIGNIFICANT STOCKHOLDERS.
The following table lists certain persons who owned beneficially, as of
December 31, 1998, more than five percent of the Company's common stock. This
information is copied from the latest Schedule 13G or amendment thereto filed by
these persons with the Securities and Exchange Commission, except that share
amounts have been adjusted to reflect the 100% stock dividend effected on May 6,
1999.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENT OF CLASS
- ----------------------------------------------------------------------- ---------------------- ---------------------
<S> <C> <C>
Southeastern Asset Management, Inc..................................... 27,540,796(1) 9.3%
6075 Poplar Avenue, Suite 900
Memphis, Tennessee 38119
Brinson Partners, Inc.................................................. 24,055,650(2) 8.2%
209 South LaSalle Street
Chicago, Illinois 60604
PRIMECAP Management Company............................................ 18,029,200(3) 6.1%
225 South Lake Avenue, Suite 400
Pasadena, California 91101
</TABLE>
- ------------
(1) Southeastern Asset Management, Inc., a registered investment adviser, (i)
has sole voting power over 13,155,596 shares; (ii) has shared voting and
investment power over 12,170,000 shares owned by Longleaf Partners Fund, a
series of Longleaf Partners Funds Trust, a registered open-end management
investment company; (iii) has shared voting and investment power over 88,000
shares owned by Longleaf Partners International Fund, a series of Longleaf
Partners Funds Trust, a registered open-end management investment company;
and (iv) has sole investment power over 15,239,596 shares. Southeastern has
no voting power with respect to 2,127,200 shares and no investment power
with respect to 43,200 shares (these figures do not include 362,000 shares
held by completely non-discretionary accounts over which Southeastern has
neither voting nor investment power and for which it disclaims beneficial
ownership). Mr. O. Mason Hawkins, Chairman and Chief Executive Officer of
Southeastern, disclaims beneficial ownership of all of the shares in the
event he could be deemed to be a controlling person of Southeastern as a
result of his official positions with Southeastern or his ownership of its
voting securities. Mr. Hawkins expressly disclaims the existence of such
control.
7
<PAGE>
(2) Brinson Partners, Inc., a registered investment adviser, has shared voting
and investment power over all of the shares, but disclaims beneficial
ownership of such shares. Brinson Partners, Inc. is an indirect wholly-owned
subsidiary of UBS AG. UBS AG also disclaims beneficial ownership of all the
shares.
(3) PRIMECAP Management Company, a registered investment adviser, has sole
voting and investment power over 5,369,200 shares and shared investment
power over 12,660,000 shares.
PROPOSAL 1
ELECTION OF DIRECTORS
CURRENT NOMINEES.
The Company's Board of Directors currently consists of thirteen directors
divided into three classes (Class I, Class II and Class III). Directors in each
class are elected to serve for three-year terms that expire in successive years.
The terms of the Company's Class I directors will expire at the upcoming annual
meeting. The Company has nominated Robert H. Allen, James L. Barksdale, Robert
L. Cox, Paul S. Walsh and Peter S. Willmott for election as Class I directors
for three-year terms expiring at the annual meeting of stockholders to be held
in 2002 and until their successors are elected and qualified. Each nominee,
except Mr. Barksdale, currently serves as a Class I director. If all five
nominees are elected, the Company's Board of Directors will consist of fourteen
directors.
Each nominee has consented to being named in this proxy statement and has
agreed to serve if elected. If a nominee is unable to stand for election, the
Board of Directors may either reduce the number of directors to be elected or
select a substitute nominee. If a substitute nominee is selected, the proxy
holders will vote your shares for the substitute nominee, unless you have
withheld authority.
The affirmative vote of a plurality of the votes cast at the meeting is
required to elect the five nominees as directors.
YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION OF THE
FIVE NOMINEES.
The following table sets forth, with respect to each nominee, his name, age,
principal occupation and employment during the past five years, the year in
which he first became a director of the Company (or its predecessor Federal
Express Corporation) and directorships held in other companies.
NOMINEES FOR ELECTION AS
CLASS I DIRECTORS FOR A THREE-YEAR
TERM EXPIRING AT THE 2002 ANNUAL MEETING
<TABLE>
<CAPTION>
DIRECTOR, YEAR FIRST PRINCIPAL OCCUPATION,
ELECTED AS DIRECTOR AGE BUSINESS AND DIRECTORSHIPS
- -------------------- --- ----------------------------------------------------------------
<S> <C> <C>
Robert H. Allen 71 Private Investor and Managing Partner, Challenge Investment
1977 Partners, an investment firm, since May 1993. Director, Gulf
Canada Resources Ltd., Gulf Indonesia Resources Ltd., and
University of Texas Investment Management Company. Trustee,
Baylor College of Medicine. Regent, Texas A&M University System.
James L. Barksdale 56 Founder, The Barksdale Group, a venture capital firm, from ,
1999 to present; President and Chief Executive Officer of
Netscape Communications Corporation, a provider of software,
services and Web site resources to Internet users, from January
1995 to , 1999; President, Chief Executive Officer and Chief
Operating Officer of AT&T Wireless Services (formerly McCaw
Cellular Communications, Inc.
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
DIRECTOR, YEAR FIRST PRINCIPAL OCCUPATION,
ELECTED AS DIRECTOR AGE BUSINESS AND DIRECTORSHIPS
- -------------------- --- ----------------------------------------------------------------
(collectively, McCaw)), a cellular telecommunications company,
from September 1994 to January 1995; President and Chief
Operating Officer of McCaw from January 1992 to September 1994;
Executive Vice President and Chief Operating Officer of Federal
Express Corporation from April 1983 to January 1992; Director of
Federal Express Corporation from April 1983 to October 1991;
Senior Vice President-Data Systems of Federal Express
Corporation from February 1979 to April 1983. Director, America
Online, Inc., @Home Corporation, Harrah's Entertainment, Inc.,
Network Computer, Inc., The Robert Mondavi Corporation, and 3Com
Corporation.
<S> <C> <C>
Robert L. Cox 63 Partner, Waring Cox, a law firm, for more than the past five
1993 years; Secretary of Federal Express Corporation from June 1971
to September 1993.
Paul S. Walsh 44 Chairman, President and Chief Executive Officer of The Pillsbury
1996 Company, a wholly-owned subsidiary of Diageo plc, a consumer
food and beverage company, since April 1996; Chief Executive
Officer of The Pillsbury Company from January 1992 to April
1996. Director, Ceridian Corporation and Diageo plc.
Peter S. Willmott 62 Chairman and Chief Executive Officer of Willmott Services, Inc.,
1974 a retail and consulting firm, since June 1989; Chief Executive
Officer and President of Zenith Electronics Corporation, an
electronics manufacturing company, from July 1996 to January
1998; President and Chief Operating Officer of Federal Express
Corporation from September 1980 to May 1983; Executive Vice
President of Federal Express Corporation from 1977 to 1980;
Senior Vice President-Finance and Administration of Federal
Express Corporation from 1974 to 1977. Director, Zenith
Electronics Corporation and Security Capital Group Incorporated.
</TABLE>
CONTINUING DIRECTORS.
The terms of the Company's five Class II directors expire at the annual
meeting of stockholders to be held in 2000. The terms of the Company's four
Class III directors expire at the annual meeting of stockholders to be held in
2001. The following tables set forth, with respect to each Class II and Class
III director, his or her name, age, principal occupation and employment during
the past five years, the year in which he or she first became a director of the
Company (or its predecessor Federal Express Corporation) and directorships held
in other companies.
CLASS II DIRECTORS CONTINUING IN OFFICE
WHOSE TERMS EXPIRE AT THE 2000 ANNUAL MEETING
<TABLE>
<CAPTION>
DIRECTOR, YEAR FIRST PRINCIPAL OCCUPATION,
ELECTED AS DIRECTOR AGE BUSINESS AND DIRECTORSHIPS
- ------------------------- --- --------------------------------------------------------------------------------
<S> <C> <C>
Ralph D. DeNunzio 67 President of Harbor Point Associates, Inc., a private investment and consulting
1981 firm, since October 1987. Director, Harris Corporation and NIKE, Inc.
Charles T. Manatt 63 Chairman, Manatt, Phelps & Phillips, a law firm, for more than the past five
1989 years. Director, ICN Pharmaceuticals, Inc. and COMSAT Corporation.
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
DIRECTOR, YEAR FIRST PRINCIPAL OCCUPATION,
ELECTED AS DIRECTOR AGE BUSINESS AND DIRECTORSHIPS
- ------------------------- --- --------------------------------------------------------------------------------
<S> <C> <C>
George J. Mitchell 65 Special Counsel to Verner, Liipfert, Bernhard, McPherson and Hand, a law firm,
1995 since January 1995; Member of the United States Senate from May 1980 to January
1995. Director, KTI, Inc., Staples, Inc., Starwood Hotels & Resorts Worldwide,
Inc., The Walt Disney Company, Unilever PLC, UNUM Corporation and Xerox
Corporation.
Jackson W. Smart, Jr. 68 Chairman, Executive Committee, First Commonwealth, Inc., a managed dental care
1976 company, since January 1996; Chairman and Chief Executive Officer of MSP
Communications, Inc., a radio broadcasting company, from October 1988 to
December 1997. Trustee, Goldman Sachs Money Market Trust, Goldman Sachs Trust
and Goldman Sachs Equity Portfolios Inc. Director, Evanston Northwestern
Healthcare and First Commonwealth, Inc.
Joshua I. Smith 58 Chairman, President and Chief Executive Officer of The MAXIMA Corporation, an
1989 information and data processing firm, since 1978. The MAXIMA Corporation filed
for reorganization in federal bankruptcy court in June 1998. Director, The
Allstate Corporation, Caterpillar, Inc. and Inland Steel Industries, Inc.
</TABLE>
CLASS III DIRECTORS CONTINUING IN OFFICE
WHOSE TERMS EXPIRE AT THE 2001 ANNUAL MEETING
<TABLE>
<CAPTION>
DIRECTOR, YEAR FIRST PRINCIPAL OCCUPATION,
ELECTED AS DIRECTOR AGE BUSINESS AND DIRECTORSHIPS
- ------------------------- --- --------------------------------------------------------------------------------
<S> <C> <C>
Judith L. Estrin 44 Senior Vice President and Chief Technology Officer of Cisco Systems, Inc., a
1989 networking systems company, since April 1998; President and Chief Executive
Officer of Precept Software, Inc., a computer software company, from March 1995
to April 1998; Consultant from September 1994 to March 1995; Chief Executive
Officer and President of Network Computing Devices, Inc., a corporation that
supplies display stations for network computing environments, from September
1993 to September 1994. Director, Sun Microsystems, Inc. and The Walt Disney
Company.
Philip Greer 63 Senior Managing Director of Weiss, Peck & Greer, L.L.C., an investment
1974 management firm, since 1995; General Partner of Weiss, Peck & Greer from 1970 to
1995. Director, Network Computing Devices, Inc. and The Robert Mondavi
Corporation.
J. R. Hyde, III 56 President of Pittco, Inc., an investment company, since April 1989; Chairman of
1977 AutoZone, Inc., an auto parts retail chain, from May 1986 to March 1997; Chief
Executive Officer of AutoZone, Inc., from May 1986 to December 1996. Director,
AutoZone, Inc.
Frederick W. Smith 54 Chairman, President and Chief Executive Officer of the Company since January
1971 1998; Chairman of Federal Express Corporation since 1975; Chairman, President
and Chief Executive Officer of Federal Express Corporation from 1983 to January
1998; Chief Executive Officer of Federal Express Corporation from 1977 to
January 1998; President of Federal Express Corporation from 1971 to 1975.
Director, Value America, Inc.
</TABLE>
10
<PAGE>
MEETINGS AND COMMITTEES
MEETINGS.
The Board of Directors conducted six regular meetings and two special
meetings during fiscal 1999. Each director attended at least 75% of the meetings
of the Board and any committees on which he or she served.
COMMITTEES.
The Board of Directors has an Audit Committee and a Compensation Committee.
The Board does not have a nominating committee. Committee memberships are as
follows:
<TABLE>
<CAPTION>
AUDIT COMMITTEE COMPENSATION COMMITTEE
- --------------------------- ---------------------------------------
<S> <C>
Philip Greer (Chairman) Jackson W. Smart, Jr. (Chairman)
Robert L. Cox Robert H. Allen
Judith L. Estrin Ralph D. DeNunzio
George J. Mitchell J. R. Hyde, III
Joshua I. Smith Charles T. Manatt
Peter S. Willmott Paul S. Walsh
</TABLE>
The functions of the Audit Committee, which held nine meetings during fiscal
1999, are as follows:
- review significant financial information for the purpose of giving added
assurance that the information is accurate and timely and that it includes
all appropriate financial statement disclosures;
- ascertain the existence of effective accounting and internal control
systems;
- oversee the entire audit function both internal and independent; and
- provide an effective communication link between the auditors (internal and
independent) and the Board of Directors.
The functions of the Compensation Committee, which held five meetings during
fiscal 1999, are as follows:
- determine the salaries, bonuses and other remuneration and terms and
conditions of employment of the officers of the Company;
- administer the Company's stock incentive and restricted stock plans;
- oversee the administration of the Company's employee benefit plans
covering employees generally; and
- make recommendations to the Board of Directors with respect to the
Company's compensation policies.
COMPENSATION OF DIRECTORS
For fiscal 2000, non-employee (outside) directors will be paid:
- a quarterly retainer of $10,000;
- $2,000 for each meeting of the Board attended; and
- $1,200 for each meeting of its committees attended.
Committee chairmen will be paid an additional annual fee of $8,000. Outside
directors also will be granted an option under the Company's 1997 Stock
Incentive Plan, as amended, for 8,000 shares of
11
<PAGE>
common stock on each of the four consecutive annual meeting dates beginning with
the upcoming annual meeting. Officers of the Company receive no compensation for
serving as directors.
At its July 1997 meeting, the Board of Directors of Federal Express
Corporation voted to freeze the Retirement Plan for Outside Directors (that is,
no further benefits would be earned under this plan). This plan is unfunded and
any benefits under the plan are payable out of the assets of the Company as a
general, unsecured obligation of the Company.
Concurrent with the freeze, the Board amended the plan to accelerate the
vesting of the benefits for each outside director who was not yet vested under
the plan. In general, each director is entitled to a retirement benefit
beginning as of the first day of the fiscal quarter of the Company next
following the date of termination of his or her directorship or the date such
director attains age 60, whichever is later. The benefit is an annual amount,
payable as a lump-sum distribution or in quarterly installments for no less than
ten years and no more than fifteen years depending on years of service, equal to
10% for each year of service up to 100% of the annual retainer fee being paid to
the outside director at the time the plan was frozen. Each outside director then
serving on the Board, who was not yet vested (three directors), will now receive
a benefit equal to 10% for each year of service up to the date the plan was
frozen. The remaining outside directors will receive their benefits based on
their service and annual retainer at the time the plan was frozen. Once all
benefits are paid from the plan, it will be terminated.
The Board has established a policy that a director must retire immediately
before the Company's annual meeting of stockholders during the calendar year in
which the director attains age 72.
The Board of Directors has adopted a guideline for stock ownership by
establishing a goal that each outside director own shares in the Company valued
at five times the annual retainer fee ($200,000) by the end of the first quarter
of fiscal year 2000. At current stock prices, this goal represents approximately
shares. Vested stock options are not counted as stock ownership under
the guideline. of the Company's outside directors already own sufficient
shares to comply with the guideline. The Board believes significant stock
ownership by outside directors further aligns their interests with that of the
Company's stockholders.
12
<PAGE>
SUMMARY COMPENSATION TABLE
The following table sets forth the compensation awarded to, earned by or
paid to the Company's chief executive officer and its four other most
highly-compensated executive officers for services rendered in all capacities
during the fiscal years ended May 31, 1999, 1998 and 1997.
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
------------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
---------------------------------------- ----------------------- ----------
RESTRICTED SECURITIES
OTHER ANNUAL STOCK UNDERLYING ALL OTHER
NAME AND PRINCIPAL SALARY BONUS COMPENSATION AWARD(S) OPTIONS/ LTIP COMPENSATION
POSITION YEAR ($) ($) ($) ($)(1) SARS (#) PAYOUTS($) ($)(2)
- -------------------------- ---- --------- --------- ------------ ---------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Frederick W. Smith ....... 1999 1,050,000 1,072,000 276,945(3) -- 300,000 1,750,000 35,000
Chairman, President and 1998 927,912 875,000 227,688(3) -- 700,000 1,246,000 32,279
Chief Executive Officer 1997 805,000 213,000 221,359(3) -- -- 1,125,000 19,655
Kenneth R. Masterson ..... 1999 597,213 601,810(4) -- -- 50,000 791,175 18,240
Executive Vice 1998 554,593 590,889(4) 420,361(5) 519,844 8,000 456,283 18,520
President, General 1997 476,344 148,084(4)(6) 614,545(5) 838,000 50,000 342,000 11,487
Counsel and Secretary
Alan B. Graf, Jr. ........ 1999 567,512 567,731(4) -- -- 50,000 769,725 17,582
Executive Vice President 1998 527,448 472,579(4) 368,659(5) 519,844 -- 445,775 15,818
and Chief Financial 1997 451,526 102,970(4) 614,545(5) 838,000 90,000 334,269 10,304
Officer
Dennis H. Jones .......... 1999 547,765 553,045(4) -- -- 50,000 605,625 15,767
Executive Vice President 1998 493,998 409,528(4) 368,659(5) 519,844 8,000 302,155 17,277
and Chief Information 1997 421,998 101,580(4)(6) 614,545(5) 838,000 80,000 273,094 10,083
Officer
T. Michael Glenn ......... 1999 480,147 493,644(4) -- -- 50,000 605,000 14,703
Executive Vice 1998 400,229 400,950(4) 368,659(5) 519,844 -- 286,050 12,746
President, Market 1997 323,882 76,540(4) 460,909(5) 628,500 80,000 258,469 7,212
Development and
Corporate Communications
</TABLE>
- ------------
(1) The amounts in the table represent the closing market value of the shares
awarded at the date of grant. At May 31, 1999, the number and value of the
aggregate restricted stock holdings of the named individuals were as
follows:
<TABLE>
<CAPTION>
NAME NUMBER OF SHARES HELD VALUE
- --------------------------------------------------------------------- ----------------------- -------------
<S> <C> <C>
F.W. Smith........................................................... -- --
K.R. Masterson....................................................... 45,250 $ 2,480,266
A.B. Graf, Jr........................................................ 50,850 2,787,216
D.H. Jones........................................................... 45,250 2,480,266
T.M. Glenn........................................................... 39,250 2,151,391
</TABLE>
The restrictions on the shares awarded to Mr. Masterson lapse ratably over
five years after the date of award with respect to 18,000 shares granted in
December 1995 and over four years after the date of award with respect to
16,000 shares granted in February 1997 and 11,250 shares granted in March
1998. The restrictions on the shares awarded to Mr. Graf lapse ratably over
five years after the date of award with respect to 18,000 shares granted in
October 1995 and 5,600 shares granted in April 1996 and over four years
after the date of award with respect to 16,000 shares granted in February
1997 and 11,250 shares granted in March 1998. The restrictions on the shares
awarded to Mr. Jones lapse ratably over five years after the date of award
with respect to 18,000 shares granted in October 1995 and over four years
with respect to 16,000 shares granted in February 1997 and 11,250 shares
granted in March 1998. The restrictions on the shares awarded to Mr. Glenn
lapse ratably over five years after the date of award with respect to 16,000
shares granted in October 1995 and over four years with respect to 12,000
shares granted in February 1997 and 11,250 shares granted in March 1998.
13
<PAGE>
Holders of restricted shares are entitled to receive any dividends declared
on such shares. The Company has never declared a dividend on its shares
because its policy has been to reinvest earnings in the business of the
Company.
(2) These amounts represent profit sharing payments to the named executive
officers and contributions under the Federal Express Corporation Profit
Sharing Plan, in which the Company participates.
(3) Of the amounts shown for 1999, 1998 and 1997, $189,450, $150,658 and
$152,528, respectively, represent personal use of corporate aircraft treated
as taxable income to Mr. Smith. Of the amounts shown for 1999, 1998 and
1997, $80,405, $71,228 and $62,497, respectively, are for financial
counseling.
(4) The amounts shown for 1999 represent annual performance bonuses received by
each officer under the Company's annual performance bonus plan and bonuses
received for promotion. The amounts shown for 1998 represent annual
performance bonuses received by each officer under the Company's annual
performance bonus plan, bonuses received by each officer for promotion and
an additional special recognition award received by each officer. The
amounts shown for 1997 represent annual performance bonuses received by each
officer under Federal Express Corporation's annual performance bonus plan;
bonuses received by Messrs. Masterson and Graf for promotion to Executive
Vice President; and, in the case of Mr. Masterson, an additional special
recognition award.
(5) The amounts shown for Messrs. Graf, Jones and Glenn in 1998 represent tax
reimbursements related to restricted stock awards. Of the amounts shown for
Mr. Masterson for 1998, $368,659 represents tax reimbursements related to
restricted stock awards. The amounts shown for each officer in 1997
represent tax reimbursements related to restricted stock awards.
(6) This amount includes $25,000 from a Five Star Award, Federal Express
Corporation's highest special achievement award, received by Mr. Masterson
and Mr. Jones, respectively.
14
<PAGE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The following table sets forth information regarding grants of stock options
under the Company's Stock Incentive Plans made during the fiscal year ended May
31, 1999 to the named executive officers. The amounts shown for each named
executive officer as potential realizable values are based on arbitrarily
assumed annualized rates of stock price appreciation of five percent and ten
percent over the full ten-year term of the options, which would result in stock
prices of approximately $52.10 and $82.96, respectively, for options with an
exercise price of $31.9844. No gain to the optionees is possible without an
increase in stock price, which benefits all stockholders proportionately. These
potential realizable values are based solely on arbitrarily assumed rates of
appreciation required by applicable Securities and Exchange Commission
regulations. Actual gains, if any, on option exercise and common stock holdings
depend upon the future performance of the Company's common stock and overall
stock market conditions. There can be no assurance that the potential realizable
values shown in this table will be achieved.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
---------------------------------------------------------- POTENTIAL REALIZABLE VALUE
NUMBER OF % OF TOTAL AT ASSUMED ANNUAL RATES
SECURITIES OPTIONS/SARS OF STOCK PRICE APPRECIATION
UNDERLYING GRANTED TO EXERCISE OR FOR OPTION TERM
OPTIONS/SARS EMPLOYEES IN BASE PRICE EXPIRATION -----------------------------
NAME GRANTED (#) FISCAL YEAR ($/SH)(*) DATE 5% ($) 10% ($)
- ----------------------- -------------- ----------------- ----------- ---------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C>
F.W. Smith............. 300,000 9.14 $ 31.9844 06/01/08 $ 6,034,680 $ 15,292,680
K.R. Masterson......... 50,000 1.52 $ 31.9844 06/01/08 1,005,780 2,548,780
A.B. Graf, Jr.......... 50,000 1.52 $ 31.9844 06/01/08 1,005,780 2,548,780
D.H. Jones............. 50,000 1.52 $ 31.9844 06/01/08 1,005,780 2,548,780
T.M. Glenn............. 50,000 1.52 $ 31.9844 06/01/08 1,005,780 2,548,780
</TABLE>
- ------------
(*) The option exercise price of the options granted to the individuals shown
above was the fair market value of the Company's common stock at the date of
grant. The options granted are subject to a vesting schedule as follows: 25%
after one year from date of grant; 50% after two years; 75% after three
years; and 100% after four years. The options may not be transferred in any
manner other than by will or the laws of descent and distribution and may be
exercised during the lifetime of the optionee only by the optionee. During
the fiscal year ended May 31, 1999, options for a total of 3,281,500 shares
were granted to various employees of the Company and its subsidiaries.
CHANGE IN CONTROL ARRANGEMENT
The Company's Stock Incentive Plans provide that, in the event of a change
in control, each holder of an unexpired option under any of the plans has the
right to exercise such option without regard to the date such option would first
be exercisable, except that no option may be exercised less than six months from
the date of grant. This right continues, with respect to holders whose
employment with the Company terminates following a change in control, for a
period of twelve months after such termination or until the option's expiration
date, whichever is sooner. The instruments pursuant to which restricted stock is
granted under the Company's Restricted Stock Plans provide that the restricted
shares will be canceled and the Company will make a cash payment, in an amount
determined under the plan, to each holder in the event of a change in control.
15
<PAGE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
The following table summarizes for each of the named executive officers
certain information relating to stock options exercised by them during the
fiscal year ended May 31, 1999. Value realized upon exercise is the difference
between the fair market value of the underlying stock on the exercise date and
the exercise or base price of the option. The value of an unexercised,
in-the-money option at fiscal year-end is the difference between its exercise or
base price and the fair market value of the underlying stock on May 28, 1999,
which was $54.4063 per share. These values, unlike the amounts set forth in the
column "Value Realized," have not been, and may never be, realized. Such options
have not been, and may not ever be, exercised. Actual gains, if any, on exercise
will depend on the value of the Company's common stock on the date of exercise.
There can be no assurance that these values will be realized. Unexercisable
options are those which have not yet vested.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS/SARS AT
SHARES VALUE OPTIONS/SARS AT FY-END(#) FY-END ($)
ACQUIRED ON REALIZED ---------------------------- ------------------------------
NAME EXERCISE (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ----------------------- ------------ ------------- ------------ -------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C>
F.W. Smith............. -- $ -- 720,000 880,000 $ 25,045,018 $ 21,540,972
K.R. Masterson......... -- -- 195,800 135,400 7,278,461 4,151,972
A.B. Graf, Jr.......... 136,000 4,527,753 86,600 199,400 3,149,159 6,476,790
D.H. Jones............. 302,144 7,854,327 36,112 198,600 1,522,799 6,393,260
T.M. Glenn............. 58,400 1,976,074 142,000 194,000 5,308,441 6,317,222
</TABLE>
16
<PAGE>
LONG-TERM INCENTIVE PLANS--AWARDS IN LAST FISCAL YEAR
The following table sets forth estimates of the possible future payouts to
each of the named executive officers under the Company's long-term performance
bonus plans.
<TABLE>
<CAPTION>
ESTIMATED FUTURE PAYOUTS
PERFORMANCE OR UNDER NON-STOCK PRICE-BASED PLANS
NUMBER OF OTHER PERIOD -----------------------------------------
SHARES, UNITS UNTIL MATURATION THRESHOLD TARGET MAXIMUM
NAME OR OTHER RIGHTS (#) OR PAYOUT ($ OR #) ($ OR #) ($ OR #)
- ------------------------------- ----------------------- ---------------- ----------- ------------- -------------
<S> <C> <C> <C> <C> <C>
F.W. Smith..................... N/A 5/31/00 $ 666,667 $ 1,333,333 $ 2,000,000
N/A 5/31/01 750,000 1,500,000 2,250,000
N/A 5/31/02 750,000 1,500,000 2,250,000
K.R. Masterson................. N/A 5/31/00 325,000 650,000 975,000
N/A 5/31/01 375,000 750,000 1,125,000
N/A 5/31/02 375,000 750,000 1,125,000
A.B. Graf, Jr.................. N/A 5/31/00 325,000 650,000 975,000
N/A 5/31/01 375,000 750,000 1,125,000
N/A 5/31/02 375,000 750,000 1,125,000
D.H. Jones..................... N/A 5/31/00 291,667 583,334 875,000
N/A 5/31/01 375,000 750,000 1,125,000
N/A 5/31/02 375,000 750,000 1,125,000
T.M. Glenn..................... N/A 5/31/00 291,667 583,334 875,000
N/A 5/31/01 375,000 750,000 1,125,000
N/A 5/31/02 375,000 750,000 1,125,000
</TABLE>
In 1997, the Compensation Committee of Federal Express Corporation
established a long-term performance bonus plan to provide a long-term cash bonus
opportunity to members of upper management, including executive officers, at the
conclusion of fiscal year 1999 if the Company achieves certain earnings per
share targets established by the committee with respect to the three-fiscal year
period 1997 through 1999. The Compensation Committee of the Company (and its
predecessor Federal Express Corporation) has established similar plans for the
three-fiscal year periods 1998 through 2000, 1999 through 2001 and 2000 through
2002, providing bonus opportunities for 2000, 2001 and 2002, respectively, if
certain earnings per share targets are achieved with respect to those periods.
No amounts can be earned for the 1998 through 2000, 1999 through 2001 and 2000
through 2002 plans until 2000, 2001 and 2002, respectively, because achievement
of the earnings per share objectives can only be determined following the
conclusion of the applicable three-fiscal year period. Each successive plan has
earnings per share targets that are higher than those in the previous plans.
Under each plan, the average percentage of an individual's achievement of
individual objectives under the Company's annual performance bonus plan (which
is discussed on page ) for the three-fiscal year period of each of the
long-term performance bonus plans will be used as an individual performance
measure when calculating individual bonuses, except for Mr. Smith whose payout
will be determined by the Compensation Committee. The estimated individual
future payouts set forth in the table above are set dollar amounts ranging from
threshold amounts if the objectives are minimally achieved, up to maximum
amounts if the plan targets are substantially exceeded. Individual bonuses may
be adjusted downward from these amounts if the individual's average individual
achievement percentage is less than 100% for the three-fiscal year period of
each of the plans. There can be no assurance that the estimated future payouts
shown in this table will be achieved.
17
<PAGE>
PENSION PLAN TABLE
The following table shows the estimated annual pension benefits payable to
participants upon retirement on a single life annuity basis in specified
remuneration classes and years of credited service under the Federal Express
Corporation Employees' Pension Plan and the Federal Express Corporation
Retirement Parity Pension Plan which provides 100 percent of the benefit that
would otherwise be denied certain participants by reason of Internal Revenue
Code limitations on qualified plan benefits. The benefits listed in the table
are not subject to any reduction for Social Security or other offset amounts.
<TABLE>
<CAPTION>
YEARS OF SERVICE
-----------------------------------------------------
REMUNERATION 10 15 20 25 30
- ----------------------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
$ 400,000............. 80,000 120,000 160,000 200,000 200,000
600,000............. 120,000 180,000 240,000 300,000 300,000
800,000............. 160,000 240,000 320,000 400,000 400,000
1,000,000............. 200,000 300,000 400,000 500,000 500,000
1,200,000............. 240,000 360,000 480,000 600,000 600,000
1,400,000............. 280,000 420,000 560,000 700,000 700,000
1,800,000............. 360,000 540,000 720,000 900,000 900,000
2,200,000............. 440,000 660,000 880,000 1,100,000 1,100,000
2,600,000............. 520,000 780,000 1,040,000 1,300,000 1,300,000
</TABLE>
The remuneration specified in the Pension Plan Table includes "Salary and
Bonus" as reported in the Summary Compensation Table on page . Because the
covered compensation is the average of the three calendar years of highest
earnings during employment, the amount differs from that set forth in the
Summary Compensation Table and is stated below together with the credited years
of service achieved.
<TABLE>
<CAPTION>
YEARS OF
NAME COVERED COMPENSATION SERVICE
- -------------------------------------------------- ----------------------- ---------------------
<S> <C> <C>
F.W. Smith........................................ $ 1,451,971 27
K.R. Masterson.................................... 782,868 19
A.B. Graf, Jr..................................... 697,599 19
D.H. Jones........................................ 685,261 24
T.M. Glenn........................................ 566,306 18
</TABLE>
REPORT ON EXECUTIVE COMPENSATION OF THE
COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
The compensation of the Company's executives comprises three basic
components: base salary, annual and long-term performance bonus plans and
long-term equity incentives. The Compensation Committee of the Board of
Directors determines the compensation of the executive officers of the Company,
approves the objectives for the annual and long-term performance bonus plans,
establishes the funding of the plans, determines the awards of long-term equity
incentives and the individuals to whom such awards are made, and recommends to
the Board of Directors the compensation of the chief executive officer of the
Company.
BASE SALARY. The establishment of competitive base compensation for the
Company's executives is the primary objective in setting base salaries. The
starting point for this process is to determine the relative importance of an
executive officer's position, the extent of accountability of the position and
the skills required to perform the duties of the position. The Compensation
Committee believes that general industry is an appropriate comparison category
in determining competitive compensation because the Company's executives can be
recruited from, and by, businesses outside the Company's industry peer
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group. In its 1999 executive compensation review, the Compensation Committee
considered compensation survey information published by two major consulting
firms and compensation information on the Company's officers and top officers of
other companies available from a group of companies in general industry with
annual sales in excess of $10 billion. Base salaries are generally targeted at
the 75th percentile of base salaries for comparable positions in the comparison
surveys mentioned above.
None of the factors mentioned above is given any particular weight in
determining base compensation. Other factors also may influence such
determination, such as the relative extent of an individual's experience or a
desire to retain a valuable executive. The Compensation Committee's target for
Mr. Smith is the 75th percentile as is the case with the other executive
officers. Mr. Smith's base salary was increased in 1999; however, his base
salary remains below the market median of base salaries of chief executive
officers in the comparison surveys.
PERFORMANCE BONUS PLANS. Bonus targets were established as a percent of pay
based on pay level. If both the individual and plan objectives are achieved, the
plan is designed to produce a bonus ranging, on a sliding scale, from a
threshold amount if the plan objectives are minimally achieved up to a maximum
amount if such objectives are substantially exceeded. For 1999, the threshold
bonus target was established at an amount which, when added to base salary,
could be less than the 50th percentile of total salary and bonus for comparable
positions in the comparison surveys discussed above under BASE SALARY. Thus,
total salary and bonus for executive officers (assuming achievement of all
individual objectives) is designed to range from less than the 50th up to the
75th percentile of total salary and bonus for comparable positions in the
comparison surveys according to the degree to which plan objectives are met or
exceeded.
Mr. Smith's bonus is determined by whether corporate business plan
objectives are met or exceeded. If such objectives are met, the Compensation
Committee determines and recommends to the Board of Directors a bonus which,
when combined with base salary, may be up to the 75th percentile of total salary
and bonus for chief executive officers in the comparison surveys discussed above
under BASE SALARY. In 1999, the Compensation Committee also considered the
establishment of the Company and the acquisition and integration of Caliber
System, Inc. in determining Mr. Smith's bonus. Mr. Smith received an annual
bonus of $1,072,000 for 1999, which is below the 75th percentile of total salary
and bonus for chief executive officers in the comparison surveys discussed above
under BASE SALARY.
In 1997, the Compensation Committee of Federal Express Corporation (the
Company's predecessor) established a long-term performance bonus plan to provide
a long-term cash bonus opportunity to members of upper management, including
executive officers, at the conclusion of fiscal year 1999 if the Company
achieved certain earnings per share targets established by the Compensation
Committee with respect to the three-fiscal year period 1997 through 1999.
Bonuses were awarded under the long-term plan in 1999 to upper management,
including the named executive officers, based on achievement of above plan
performance for the three-fiscal year period. The Committee has established
similar plans for the three-fiscal year periods 1998 through 2000, 1999 through
2001, and 2000 through 2002 providing bonus opportunities for 2000, 2001 and
2002, respectively, if certain earnings per share targets are achieved with
respect to those periods. The Long-Term Incentive Plans Table on page sets
forth the estimated future payouts for the named individuals under these plans
if the three-fiscal year earnings per share objectives are achieved.
LONG-TERM EQUITY INCENTIVES. Stock options were granted as long-term
incentives in 1999 to certain key employees of the Company, including executive
officers, under certain of the Company's Stock Incentive Plans. Under the terms
of the plans, the Company may grant options to key employees (as determined by
the Compensation Committee) to purchase such number of shares of common stock of
the Company as is determined by the Compensation Committee.
The number of shares for which options are granted to executive officers is
generally determined by the Compensation Committee based on the respective
officer's senior officer status. However, no set
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criteria are used and other factors may influence the Committee's determination
with respect to the number of shares granted, such as the promotion of an
individual to a higher position, a desire to retain a valued executive or the
number of shares then available for grant under one or more of the plans. The
stock option holdings of an individual at the time of a grant are generally not
considered in determining the size of a grant to that individual.
Under the terms of the Company's 1995 and 1997 Restricted Stock Plans, the
Company may award restricted stock to key employees as determined by the
Compensation Committee. No set criteria are used to determine the amount of
restricted stock awarded; however, the Compensation Committee's determination
may be influenced by factors such as the respective officer's senior officer
status, the promotion of an individual to a higher position, a desire to retain
a valued executive, a desire to recognize a particular officer's contribution to
the Company or the number of shares then available for award. In 1999, 252,000
shares of restricted stock were awarded.
Section 162(m) of the Internal Revenue Code limits deductibility of certain
compensation for the chief executive officer and the four other highest paid
executive officers to $1,000,000 per year, unless certain requirements are met.
The policy of the Company is generally to design its compensation plans and
programs to ensure full deductibility. The Compensation Committee attempts to
balance this policy with compensation programs designed to motivate management
to maximize stockholder wealth. There are times when it is determined that the
interests of the stockholders are best served by the implementation of
compensation policies that do not restrict the Compensation Committee's ability
to exercise its discretion in crafting compensation packages even though such
policies may result in certain non-deductible compensation expenses.
The Company's Stock Incentive Plans comply with Section 162(m); therefore,
compensation recognized by the five highest paid executive officers under these
plans will qualify for appropriate tax deductions. The Company's annual and
long-term performance bonus plans and its Restricted Stock Plans do not meet all
of the conditions for qualification under Section 162(m). Therefore,
compensation received under these plans will be subject to the $1,000,000
deductibility limit.
COMPENSATION COMMITTEE MEMBERS
Jackson W. Smart, Jr.--CHAIRMAN
Robert H. Allen Ralph D. DeNunzio
J. R. Hyde, III Charles T. Manatt
Paul S. Walsh
May 31, 1999
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TRANSACTIONS WITH MANAGEMENT AND OTHERS AND COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
Pursuant to the provisions of the Company's Stock Incentive Plans, the
Company has made interest-free demand loans to certain officers, fully secured
by common stock of the Company, to assist them in exercising non-incentive stock
options and paying any tax liability associated with such exercise. Such loans
are repayable on demand or upon termination of employment for any reason. The
following table shows the highest balance of such loans outstanding during the
period June 1, 1998 through August 2, 1999 and the balance of such loans
outstanding at August 2, 1999, for those executive officers with loan balances
which exceeded $60,000.
<TABLE>
<CAPTION>
HIGHEST BALANCE BALANCE AT
EXECUTIVE OFFICER DURING PERIOD AUGUST 2, 1999
- ------------------------------------------------------------------------------ ---------------- ---------------
<S> <C> <C>
Dennis H. Jones, Executive Vice President and Chief Information Officer....... $ 6,967,388 $
</TABLE>
The law firm of Waring Cox represented Federal Express Corporation, a
wholly-owned subsidiary of the Company, during fiscal year 1999. Mr. Cox, a
director, is a named partner in that firm. Federal Express Corporation expects
to utilize the services of this firm during fiscal year 2000. Mr. Mitchell, a
director, represented the Company pursuant to a retainer arrangement during
fiscal 1999 for a fee of $100,000. Mr. Manatt, a director and a member of the
Compensation Committee, represented the Company pursuant to a retainer
arrangement during fiscal 1999 for a fee of $100,000. The Company expects to
utilize the services of Mr. Manatt and Mr. Mitchell during fiscal 2000. In
addition, Federal Express Corporation has utilized the services of Manatt,
Phelps & Phillips from time to time, and expects to utilize the services of this
firm during fiscal 2000. Mr. Manatt is a named partner in that firm.
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STOCK PERFORMANCE GRAPH
The Stock Performance Graph presented below shall not be deemed to be
soliciting material or to be incorporated by reference by any general statement
incorporating by reference this proxy statement into any filing under the
Securities Act of 1933 or under the Securities Exchange Act of 1934, except to
the extent the Company specifically incorporates this information by reference,
and shall not otherwise be deemed filed under such Acts.
The rules and regulations of the Securities and Exchange Commission require
the presentation of a line graph comparing, over a period of five years, the
cumulative total stockholder return to a performance indicator of a broad equity
market index and either a nationally recognized industry index or a peer group
index constructed by the Company. The following graph compares the performance
of the Company's common stock with the Standard & Poor's 500 Composite Index and
the Standard & Poor's Transportation Index. The comparison assumes $100 was
invested on May 31, 1994 in the Company's common stock and in each of the
foregoing indices and assumes the reinvestment of all dividends. No dividends
were paid on the Company's common stock during this five-year period. Historical
stock price performance is not necessarily indicative of future stock price
performance.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
FISCAL YEAR ENDED FDX S&P 500 COMPOSITE INDEX S&P TRANSPORTATION INDEX
<S> <C> <C> <C>
1994 $100 $100 $100
1995 $78 $120 $105
1996 $100 $154 $138
1997 $137 $200 $165
1998 $168 $261 $187
1999 $287 $316 $204
</TABLE>
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PROPOSAL 2
AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION
TO INCREASE THE AUTHORIZED COMMON STOCK
GENERAL.
The Company's Amended and Restated Certificate of Incorporation currently
authorizes the issuance of up to 400,000,000 shares of common stock, par value
$0.10 per share. As of August 2, 1999, shares were issued and
outstanding and shares were reserved for issuance under the
Company's Stock Incentive Plans. Accordingly, the Company is now limited to
issuing shares of common stock for other uses.
The Board of Directors is proposing an amendment to the Company's Amended
and Restated Certificate of Incorporation to increase the number of authorized
shares of common stock from 400,000,000 to 800,000,000. If the stockholders
approval this proposal, the first sentence of Article Fourth of the Company's
Amended and Restated Certificate of Incorporation will be amended to read in its
entirety as follows:
ARTICLE FOURTH: The total number of shares of all classes of stock which the
Corporation shall have authority to issue is 804,000,000 shares consisting
of 4,000,000 shares of Series Preferred Stock, no par value (herein called
the "Series Preferred Stock"), and 800,000,000 shares of Common Stock, par
value $0.10 per share (herein called the "Common Stock").
PURPOSE AND EFFECT OF THE PROPOSED AMENDMENT.
Increasing the number of shares of authorized common stock will give the
Company greater flexibility for:
- stock splits and stock dividends;
- grants under stock-based employee benefit plans;
- financings, corporate mergers and acquisitions of property;
- issuances of common stock to raise capital; and
- other general corporate purposes.
Having the additional authorized common stock available for future use will
allow the Company to issue additional shares without the expense and delay of a
special meeting of stockholders.
Although the Company has considered, and continues to consider from time to
time, opportunities which may involve the issuance of common stock, there are
currently no plans, arrangements, agreements or understandings for the issuance
or use of the additional shares of authorized common stock. All authorized but
unissued shares of common stock will be available for issuance from time to time
for any proper purpose approved by the Board of Directors (including issuances
in connection with stock-based employee benefit plans, future stock splits or
stock dividends and issuances to raise capital or effect acquisitions). The
Board of Directors does not presently intend to seek further stockholder
approval of any particular issuance of shares unless such approval is required
by law or the rules of the New York Stock Exchange.
The additional authorized shares of common stock will:
- be part of the existing class of common stock;
- not affect the terms of the common stock or the rights of the holders of
common stock; and
- have the same rights and privileges as the shares of common stock
presently outstanding.
Stockholders do not have any preemptive or similar rights to subscribe for or
purchase any additional shares of common stock that may be issued in the future,
and therefore, future issuances of common stock may, depending upon the
circumstances, have a dilutive effect on the earnings per share, voting power
and other rights and interests of the existing stockholders.
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Although not a factor in the Board's decision to propose the amendment, the
amendment could have an anti-takeover effect. For example, if the Company were
the subject of a hostile takeover attempt, it could try to impede the takeover
by issuing shares of common stock, thereby diluting the voting power of the
other outstanding shares and increasing the potential cost of the takeover. The
availability of this defensive strategy to the Company could discourage
unsolicited takeover attempts, thereby limiting the opportunity for the
Company's stockholders to realize a higher price for their shares than is
generally available in the public markets. The Board of Directors is not aware
of any attempt, or contemplated attempt, to acquire control of the Company, and
this proposal is not being presented with the intent that it be utilized as a
type of anti-takeover device.
VOTE REQUIRED FOR APPROVAL.
The approval of the amendment to the Company's Amended and Restated
Certificate of Incorporation to increase the number of authorized shares of
common stock requires the affirmative vote of a majority of the shares
outstanding as of the record date.
YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THIS PROPOSAL.
PROPOSAL 3
1999 STOCK INCENTIVE PLAN
PURPOSE.
The purpose of the 1999 Stock Incentive Plan (the "Plan") is to promote the
long-term success of the Company and increase stockholder value by:
- attracting and retaining key employees of outstanding ability;
- encouraging key employees to focus on long-range objectives; and
- further linking the interests of key employees directly to the interests
of the stockholders.
In furtherance of these objectives, the Board of Directors has adopted the Plan,
subject to approval by the stockholders at this meeting. A summary of the Plan
is set forth below. This summary is, however, qualified by and subject to the
more complete information set forth in the copy of the Plan, which is attached
as APPENDIX A.
ADMINISTRATION OF THE PLAN.
The Plan shall be administered by those members, not less than two, of the
Compensation Committee of the Board of Directors, each of whom is an "outside
director" within the meaning of Section 162(m) of the Internal Revenue Code of
1986, as amended (the "Code"), and a "non-employee director" as defined in Rule
16b-3 of the rules and regulations under the Securities Exchange Act of 1934, as
amended (the "Committee"). The Committee will:
- select persons to receive options from among the eligible employees;
- determine the types of options and the number of shares to be awarded to
optionees;
- set the terms, conditions and provisions of the options consistent with
the terms of the Plan; and
- establish rules for the administration of the Plan.
The Committee has the power to interpret the Plan and to make all other
determinations necessary or advisable for its administration.
NUMBER OF SHARES THAT MAY BE AWARDED.
Under the Plan, the Company may grant, from time to time, options to
purchase for cash an aggregate of not more than 10,000,000 shares of common
stock of the Company (subject to adjustment in the event of certain corporate
reorganizations). This amount represents % of the shares of
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<PAGE>
common stock outstanding as of August 2, 1999. The Plan also provides that no
person may be granted options for more than 800,000 shares during any fiscal
year.
The Plan provides for the use of authorized but unissued shares or treasury
shares. To the extent that treasury shares are not acquired for issuance upon
option exercise, authorized but unissued shares of common stock will be issued
upon exercise of options granted under the Plan.
ELIGIBILITY TO RECEIVE AWARDS.
Unless otherwise determined by the Committee, options may be granted to key
employees, including approximately officers, of the Company and its
subsidiaries, as may be designated by the Committee. The Committee shall select
persons to receive options among the eligible employees and determine the number
of shares underlying the options to be granted. Outside directors are not
eligible to receive awards under the Plan.
EXERCISE PRICE OF OPTIONS.
Under the terms of the Plan, the Committee may grant options to purchase
common stock of the Company for cash at a price which may not be less than the
fair market value of the shares, as determined by the mean between the high and
low prices of the stock on the New York Stock Exchange on the date the option is
granted. The closing price of the Company's common stock on August 2, 1999 was
$ .
REPRICING PROHIBITED.
The Plan does not permit the repricing of options or the grant of discounted
options.
EXERCISABILITY OF OPTIONS AND OTHER TERMS AND CONDITIONS.
Unless otherwise determined by the Committee, options may not be exercised
later than ten years after the grant date. Subject to the limitations imposed by
the provisions of the Code, certain of the options granted under the Plan may be
designated "incentive stock options." The Company may make interest-free demand
loans to holders of options not designated as incentive stock options for the
purpose of exercising such options and paying any tax liability associated with
such exercise.
Unless otherwise determined by the Committee, no option may be exercised (i)
until the optionee has completed a year of service after the option is granted,
except in the case of termination of an employee's employment because of death
or disability or (ii) after termination of an employee's employment for any
reason other than death, disability or retirement. Unless otherwise determined
by the Committee, options may be exercised within twenty-four months (i) after
the optionee retires or (ii) after termination of an employee's employment on
account of permanent disability (except that no option may be exercised less
than six months from the date of grant), and may be exercised within twelve
months after death when in the service of the Company or any of its
subsidiaries. In the event of death within the twenty-four month period
following termination of an employee's employment for retirement or permanent
disability, options may be exercised by the optionee's legal representative
within twelve months following the date of death, unless otherwise determined by
the Committee.
Because the options are to be granted as incentives, the Company will not
receive any cash consideration for the granting of the options. Payment in full
of the option price must be made upon exercise of any option. The options are
not transferable by the optionee except by will or by the laws of descent and
distribution, unless otherwise determined by the Committee.
Unless otherwise determined by the Committee, no options or awards may be
granted under the Plan after May 28, 2009, but options or awards granted prior
to such date may extend beyond that date. The Plan may be discontinued by the
Board of Directors at any time, but no termination may impair options or awards
granted prior thereto.
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<PAGE>
CHANGE OF CONTROL.
Upon the occurrence of a change in control of the Company, each holder of an
unexpired option under the Plan will have the right to exercise the option in
whole or in part without regard to the date that such option would be first
exercisable, and such right will continue, with respect to any such holder whose
employment with the Company or subsidiary terminates following a change in
control, for a period ending on the earlier of the date of expiration of such
option or the date which is twelve months after such termination of employment.
AMENDMENT OF THE PLAN.
The Committee may alter or amend the Plan at any time. No amendment by the
Committee, however, may (i) increase the total number of shares reserved for
purposes of the Plan, (ii) reduce the option price to an amount less than the
fair market value at the time the option was granted or (iii) increase the
maximum number of options which may be granted to an optionee under the Plan,
unless such amendment is approved by the stockholders. No amendment or
alteration may impair the rights of optionees with respect to options previously
granted, except the Committee may revoke and cancel any outstanding options
which, in the aggregate, would create a significant adverse effect on the
Company's financial statements in the event that the Financial Accounting
Standards Board issues a statement requiring an accounting treatment that causes
such adverse effect with respect to options then outstanding.
FEDERAL TAX CONSEQUENCES.
Under current federal tax law, non-incentive stock options granted under the
Plan will not result in any taxable income to the optionee at the time of grant
or any tax deduction to the Company. Upon the exercise of such option, the
excess of the market value of the shares acquired over their cost is taxable to
the optionee as compensation income and is generally deductible by the Company.
The optionee's tax basis for the shares is the market value thereof at the time
of exercise.
Neither the grant nor the exercise of an option designated as an incentive
stock option results in any federal tax consequences to either the optionee or
the Company. Except as described below, at the time the optionee sells shares
acquired pursuant to the exercise of an incentive stock option, the excess of
the sale price over the exercise price will qualify as a long-term capital gain.
If the optionee disposes of such shares within two years of the date of grant or
within one year of the date of exercise, an amount equal to the lesser of (i)
the difference between the fair market value of the shares on the date of
exercise and the exercise price, or (ii) the difference between the exercise
price and the sale price will be taxed as ordinary income and the Company will
be entitled to a deduction in the same amount. The excess, if any, of the sale
price over the sum of the exercise price and the amount taxed as ordinary income
will qualify as long-term capital gain if the applicable holding period is
satisfied. If the optionee exercises an incentive stock option more than three
months after his or her termination of employment due to retirement, he or she
is deemed to have exercised a non-incentive stock option.
The Company believes that compensation received by optionees on the exercise
of non-incentive stock options or the disposition of shares acquired upon
exercise of any incentive stock options will be considered performance-based
compensation and not subject to the $1,000,000 deductibility limit of Section
162(m) of the Code.
VOTE REQUIRED FOR APPROVAL.
The affirmative vote of a majority of the shares present at the meeting in
person or by proxy and entitled to vote is required to approve the Plan.
YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THIS PROPOSAL.
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<PAGE>
PROPOSAL 4
AUDITORS
Arthur Andersen LLP has served as the auditors for Federal Express
Corporation since 1972 and the Company since its inception. Upon the
recommendation of the Audit Committee, the Board of Directors has appointed
Arthur Andersen LLP to be the Company's independent auditors for the fiscal year
ending May 31, 2000. The stockholders are asked to ratify this appointment at
the annual meeting. Representatives of Arthur Andersen LLP will be present at
the meeting to respond to appropriate questions and to make a statement if they
desire.
The ratification of the appointment of Arthur Andersen LLP as the Company's
independent auditors requires the affirmative vote of a majority of the shares
present at the meeting in person or by proxy and entitled to vote.
YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THIS PROPOSAL.
OTHER MATTERS
The Board of Directors knows of no other business that will be presented at
the meeting. If any other matter properly comes before the stockholders for a
vote at the meeting, however, the proxy holders will vote your shares in
accordance with their best judgment.
ADDITIONAL INFORMATION
PROXY SOLICITATION COSTS.
The solicitation of proxies is made by the Company and the cost of
solicitation will be paid by the Company. In addition to the solicitation of
proxies by use of the mail, proxies may be solicited either personally or by
mail, telephone, facsimile or other electronic means by directors, officers and
regularly engaged employees of the Company, none of whom will receive additional
compensation therefor. Brokers, nominees and other similar record holders will
be requested to forward solicitation materials and will be reimbursed by the
Company upon request for their out-of-pocket expenses. The Company has retained
Morrow & Co., Inc. to assist in the solicitation of proxies for a fee of $10,000
plus reimbursement of expenses.
STOCKHOLDER PROPOSALS FOR 2000 ANNUAL MEETING.
Stockholder proposals intended to be presented at the Company's 2000 annual
meeting must be received by the Company's Secretary no later than April , 2000
to be eligible for inclusion in the Company's proxy statement and form of proxy
related to the 2000 annual meeting. If the Company does not receive notice of
any other matter that a stockholder wishes to present at the annual meeting in
2000 by June , 2000 and a matter is raised at that meeting, the holders of the
proxy for that meeting will have authority to vote on the matter in accordance
with their best judgment and discretion, without any discussion of the proposal
in the proxy statement for such meeting.
By order of the Board of Directors,
KENNETH R. MASTERSON
SECRETARY
27
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APPENDIX A
FDX CORPORATION
1999 STOCK INCENTIVE PLAN
1. PURPOSE OF PLAN
The purpose of the FDX Corporation 1999 Stock Incentive Plan (the "Plan") is
to aid FDX Corporation (the "Corporation") and its subsidiaries in securing and
retaining key employees of outstanding ability and to provide additional
motivation to such employees to exert their best efforts on behalf of the
Corporation and its subsidiaries. The Corporation expects that it will benefit
from the added interest which such employees will have in the welfare of the
Corporation as a result of their ownership or increased ownership of the
Corporation's Common Stock.
2. STOCK SUBJECT TO THE PLAN
The total number of shares of Common Stock of the Corporation that may be
optioned under the Plan is 10,000,000 shares, which may consist, in whole or in
part, of unissued shares or treasury shares. Any shares optioned hereunder that
are canceled or cease to be subject to the option may again be optioned under
the Plan.
3. ADMINISTRATION
The Plan shall be administered by those members, not less than two, of the
Compensation Committee of the Board of Directors, each of whom is an "outside
director" within the meaning of Section 162(m) of the Internal Revenue Code of
1986, as amended (the "Code"), and a "non-employee director" as defined in Rule
16b-3 of the General Rules and Regulations under the Securities Exchange Act of
1934, as amended (the "Committee").
The Committee shall have the sole authority to grant options under the Plan
and, consistent with the Plan, to determine the provisions of the options to be
granted, to interpret the Plan and the options granted under the Plan, to adopt,
amend and rescind rules and regulations for the administration of the Plan and
generally to administer the Plan and to make all determinations in connection
therewith which may be necessary or advisable, and all such actions of the
Committee shall be binding upon all participants. Committee decisions and
selections shall be made by a majority of its members present at the meeting at
which a quorum is present, and shall be final. Any decision or selection reduced
to writing and signed by all of the members of the Committee shall be as fully
effective as if it had been made at a meeting duly held.
4. ELIGIBILITY
Unless otherwise determined by the Committee, key employees, including
officers, of the Corporation and its subsidiaries (but excluding members of the
Committee) who are from time to time responsible for the management, growth and
protection of the business of the Corporation and its subsidiaries are eligible
to be granted options under the Plan. The employees who shall receive options
under the Plan shall be selected from time to time by the Committee in its sole
discretion, from among those eligible, and the Committee shall determine, in its
sole discretion, the number of shares to be covered by the option or options
granted to each such employee selected, subject to the maximum number of stock
options which may be granted to an optionee under the Plan.
5. LIMIT ON AWARDS
Unless otherwise determined by the Committee, no option may be granted under
the Plan after May 28, 2009, but options theretofore granted may extend beyond
that date.
A-1
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No optionee shall receive options for more than 800,000 shares of the
Corporation's Common Stock during any fiscal year under the Plan.
6. TERMS AND CONDITIONS OF STOCK OPTIONS
All options granted under this Plan shall be subject to all the applicable
provisions of the Plan, including the following terms and conditions, and to
such other terms and conditions not inconsistent therewith as the Committee
shall determine.
(a) OPTION PRICE. The option price per share for options granted to
employees shall be determined by the Committee, but shall not be less
than 100% of the fair market value at the time the option is granted. The
fair market value shall, for all purposes of the Plan, be the mean
between the high and low prices at which shares of such stock are traded
on the New York Stock Exchange on the day on which the option is granted.
In the event that the method for determining the fair market value of the
shares provided for in this paragraph (a) shall not be practicable, then
the fair market value per share shall be determined by such other
reasonable method as the Committee shall, in its discretion, select and
apply at the time of grant of the option concerned.
(b) TIME OF EXERCISE OF OPTION. Unless otherwise determined by the
Committee, each option shall be exercisable during and over such period
ending not later than ten years from the date it was granted, as may be
determined by the Committee and stated in the option.
Unless otherwise determined by the Committee, no option shall be
exercisable during the year ending on the first anniversary date of the
granting of the option, except as provided in paragraphs 6(d) and 13 of
the Plan.
(c) PAYMENT. Each option may be exercised by giving written notice to the
Corporation specifying the number of shares to be purchased and
accompanied by payment in full (including applicable taxes, if any) in
cash therefor. No option shall be exercised for less than the lesser of
50 shares or the full number of shares for which the option is then
exercisable. No optionee shall have any rights to dividends or other
rights of a stockholder with respect to shares subject to his or her
option until he or she has given written notice of exercise of his or her
option, paid in full for such shares and, if requested, given the
representation described in paragraph 10 of the Plan.
(d) RIGHTS AFTER TERMINATION OF EMPLOYMENT. Unless otherwise determined by
the Committee, if an optionee's employment by the Corporation or a
subsidiary terminates by reason of such person's retirement, the
optionee's option may thereafter be exercised to the extent to which it
was exercisable at the time of retirement but may not be exercised after
the expiration of the period of twenty-four months from the date of such
termination of employment or of the stated period of the option,
whichever period is the shorter; PROVIDED, HOWEVER, that if the optionee
dies within twenty-four months after such termination of employment, any
unexercised option, to the extent to which it was exercisable at the time
of the optionee's death, may thereafter be exercised by the legal
representative of the estate or by the legatee of the option under a last
will for a period of twelve months from the date of the optionee's death
or the expiration of the stated period of the option, whichever period is
the shorter.
Unless otherwise determined by the Committee, if an optionee's employment
by the Corporation or a subsidiary terminates by reason of permanent
disability, the optionee's option may thereafter be exercised in full
(except that no option may be exercised less than six months from the
date of grant) but may not be exercised after the expiration of the
period of twenty-four months from the date of such termination of
employment or of the stated period of the option, whichever period is the
shorter; PROVIDED, HOWEVER, that if the optionee dies within a period of
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<PAGE>
twenty-four months after such termination of employment, any unexercised
option, to the extent to which it was exercisable at the time of the
optionee's death, may thereafter be exercised by the legal representative
of the estate or by the legatee of the option under a last will for a
period of twelve months from the date of the optionee's death or the
expiration of the stated period of the option, whichever period is the
shorter.
Unless otherwise determined by the Committee, if an optionee's employment
by the Corporation or a subsidiary terminates by reason of the optionee's
death, the optionee's option may thereafter be immediately exercised in
full by the legal representative of the estate or by the legatee of the
option under a last will, and for a period of twelve months from the date
of the optionee's death or the expiration of the stated period of the
option, whichever period is the shorter.
Unless otherwise determined by the Committee, if an optionee's employment
terminates for any reason other than death, retirement or permanent
disability, the optionee's option shall thereupon terminate.
7. TRANSFERABILITY RESTRICTION
Unless otherwise determined by the Committee, the option by its terms shall
be personal and shall not be transferable by the optionee otherwise than by will
or by the laws of descent and distribution. During the lifetime of an optionee,
the option shall be exercisable only by the optionee, or by a duly appointed
legal representative, unless otherwise determined by the Committee.
8. DESIGNATION OF CERTAIN OPTIONS AS INCENTIVE STOCK OPTIONS
Options or portions of options granted to employees hereunder may, in the
discretion of the Committee, be designated as "incentive stock options" within
the meaning of Section 422 of the Code. In addition to the terms and conditions
contained in paragraph 6 hereof, options designated as incentive stock options
shall also be subject to the condition that the aggregate fair market value
(determined at the time the options are granted) of the Corporation's Common
Stock with respect to which incentive stock options are exercisable for the
first time by any individual employee during any calendar year (under this Plan
and all other similar plans of the Corporation and its subsidiaries) shall not
exceed $100,000.
9. LOANS TO OPTIONEES
The Corporation may make interest-free demand loans to holders of options
which are not designated or qualified hereunder or by the Code as "incentive
stock options" for the purpose of exercising such options or for the purpose of
enabling optionees to pay any tax liability associated with the exercise of any
such option. Such loans shall be fully secured by shares of Common Stock of the
Corporation and shall in any event be repayable upon the termination of the
optionee's employment with the Corporation for any reason. The Committee shall
establish written procedures concerning the application for and making of such
loans.
10. INVESTMENT REPRESENTATION
Upon any distribution of shares of Common Stock of the Corporation pursuant
to any provision of this Plan, the distributee may be required to represent in
writing that he or she is acquiring such shares for his or her own account for
investment and not with a view to, or for sale in connection with, the
distribution of any part thereof. The certificates for such shares may include
any legend which the Corporation deems appropriate to reflect any restrictions
on transfers.
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<PAGE>
11. TRANSFER, LEAVE OF ABSENCE, ETC.
For the purpose of the Plan: (a) a transfer of an employee from the
Corporation to a subsidiary, or vice versa, or from one subsidiary to another,
and (b) a leave of absence, duly authorized in writing by the Corporation, shall
not be deemed a termination of employment.
12. RIGHTS OF EMPLOYEES AND OTHERS
(a) No person shall have any rights or claims under the Plan except in
accordance with the provisions of the Plan.
(b) Nothing contained in the Plan shall be deemed to give any employee the
right to be retained in the service of the Corporation or its
subsidiaries.
13. CHANGES IN CAPITAL OR CONTROL
If the outstanding Common Stock of the Corporation subject to the Plan shall
at any time be changed or exchanged by declaration of a stock dividend, stock
split, combination of shares, recapitalization, merger, consolidation or other
corporate reorganization, the number and kind of shares subject to this Plan and
the option prices shall be approximately and equitably adjusted so as to
maintain the option price thereof. Notwithstanding any other provision of the
Plan, upon the occurrence of a Change in Control, as hereinafter defined, each
holder of an unexpired option under the Plan shall have the right to exercise
such option in whole or in part without regard to the date that such option
would be first exercisable, and such right shall continue, with respect to any
such holder whose employment with the Corporation or subsidiary terminates
following a Change in Control, for a period ending on the earlier of the date of
expiration of such option or the date which is twelve months after such
termination of employment.
For purposes of the Plan, a "Change in Control" of the Corporation shall be
deemed to have occurred if:
(a) any person, as such term is used in Sections 13(d)(3) and 14(d)(2) of
the Securities Exchange Act of 1934, as amended, becomes a beneficial
owner (within the meaning of Rule 13d-3 under such Act) of 20% or more of
the Corporation's outstanding Common Stock;
(b) there occurs within any period of two consecutive years any change in
the directors of the Corporation such that the members of the
Corporation's Board of Directors prior to such change do not constitute a
majority of the directors after giving effect to all changes during such
two-year period unless the election, or the nomination for election by
the Corporation's stockholders, of each new director was approved by a
vote of at least two-thirds of the directors then still in office who
were directors at the beginning of the period; or
(c) the Corporation is merged, consolidated or reorganized into or with, or
sells all or substantially all of its assets to, another corporation or
other entity, and immediately after such transaction less than 80% of the
voting power of the then-outstanding securities of such corporation or
other entity immediately after such transaction is held in the aggregate
by holders of the Corporation's Common Stock immediately before such
transaction.
In addition, if the Corporation enters into an agreement or series of
agreements or the Board of Directors of the Corporation adopts a resolution
which results in the occurrence of any of the foregoing events, and the
employment of a holder of an option under the Plan is terminated after the
entering into of such agreement or series of agreements or the adoption of such
resolution, then, upon the occurrence of any of the events described above, a
Change in Control shall be deemed to have retroactively occurred on the date of
entering into of the earliest of such agreements or the adoption of such
resolution.
A-4
<PAGE>
14. USE OF PROCEEDS
Proceeds from the sale of shares pursuant to options granted under this Plan
shall constitute general funds of the Corporation.
15. AMENDMENTS
The Board of Directors may discontinue the Plan and the Committee may amend
the Plan from time to time, but no amendment, alteration or discontinuation
shall be made which, without the approval of the stockholders, would:
(a) Except as provided in paragraph 13 of the Plan, increase the total
number of shares reserved for the purposes of the Plan;
(b) Decrease the option price of an option to less than 100% of the fair
market value on the date of the granting of the option; or
(c) Increase the maximum number of options which may be granted to an
optionee under the Plan.
Neither shall any amendment, alteration or discontinuation impair the rights
of any holder of an option theretofore granted without the optionee's consent;
PROVIDED, HOWEVER, that if the Committee after consulting with management of the
Corporation determines that application of an accounting standard in compliance
with any statement issued by the Financial Accounting Standards Board concerning
the treatment of employee stock options would have a significant adverse effect
on the Corporation's financial statements because of the fact that options
granted before the issuance of such statement are then outstanding, then the
Committee in its absolute discretion may cancel and revoke all outstanding
options to which such adverse effect is attributed and the holders of such
options shall have no further rights in respect thereof. Such cancellation and
revocation shall be effective upon written notice by the Committee to the
holders of such options.
16. REPRICING RESTRICTION
Options granted under this Plan shall not be repriced by the Corporation for
any reason.
17. EFFECTIVE DATE OF PLAN
This Plan shall be effective upon its approval by the Corporation's Board of
Directors and stockholders.
18. COMPLIANCE WITH SECTION 16(b)
The Plan is intended to comply with all applicable conditions of Rule 16b-3
of the General Rules and Regulations under the Securities Exchange Act of 1934,
as amended. All transactions involving the Corporation's executive officers are
subject to such conditions, regardless of whether the conditions are expressly
set forth in the Plan. Any provision of the Plan that is contrary to a condition
of Rule 16b-3 shall not apply to directors and executive officers of the
Corporation.
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<PAGE>
PROXY PROXY
FDX CORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE COMPANY FOR THE
ANNUAL MEETING OF STOCKHOLDERS SEPTEMBER 27, 1999
The undersigned hereby constitutes and appoints KENNETH R. MASTERSON and
ALAN B. GRAF, JR., and each of them, jointly and severally, his or her true
and lawful agents and proxies, each with full power of substitution, to
represent the undersigned and to vote all of the shares of common stock of the
undersigned in FDX Corporation at the Annual Meeting of Stockholders of the
Company to be held at Hotel Le Bristol, 112 rue du Faubourg Saint-Honore,
Paris, France, on Monday, September 27, 1999, and at any postponement or
adjournment thereof, on Items 1 through 4 as specified on the reverse side
hereof (with discretionary authority under Item 1 to vote for a new nominee
if any nominee is unable to stand for election) and on such other matters as
may properly come before said meeting. THIS CARD ALSO CONSTITUTES VOTING
INSTRUCTIONS FOR ANY SHARES HELD FOR THE UNDERSIGNED IN ANY EMPLOYEE BENEFIT
PLAN OF FDX CORPORATION OR ITS SUBSIDIARIES.
Election of Class I Directors. Nominees: COMMENTS
Robert H. Allen -----------------------------------
James L. Barksdale -----------------------------------
Robert L. Cox -----------------------------------
Paul S. Walsh -----------------------------------
Peter S. Willmott -----------------------------------
(If you have written in the above
space, please mark the corresponding
box on the reverse side of this card.)
You are encouraged to specify your choices by SEE REVERSE
marking the appropriate boxes on the reverse side, SIDE
but you need not mark any boxes if you wish to -----------
vote in accordance with the Board of Directors'
recommendations. Mr. Masterson and Mr. Graf
cannot vote your shares unless you sign and return
this card or vote on the Internet or by
telephone.
- ------------------------------------------------------------------------------
-- FOLD AND DETACH HERE --
1999 ANNUAL MEETING GUIDELINES
In the interest of an orderly and constructive meeting, the following
guidelines will apply for FDX Corporation's Annual Meeting of Stockholders.
1. The business of the meeting is set forth in the Notice of Annual Meeting
of Stockholders and Proxy Statement dated August __, 1999 and will be
published in the program for the meeting. If you do not return your
proxy or vote on the Internet or by telephone prior to the meeting,
you may sign, date and hand your proxy card to the Inspector of Election
or any of the individuals at the registration table. If you wish to
change your vote or vote by ballot, a ballot will be distributed to you
during the meeting.
2. If you wish to comment on any of the proposals which will be voted on at
the meeting or ask an appropriate question about the business of the
Company at the end of the meeting, please register your intention to do
so on the sign-up sheet at the registration table.
3. Please register your attendance at the meeting on the sign-up sheet at the
registration table. Briefcases, purses and parcels may be examined or
searched before you are admitted to the meeting. No signs, placards,
banners or similar materials may be brought into the meeting.
4. The use of cameras or sound recording equipment of any kind is prohibited,
except those employed by the Company to provide a record of the
proceedings.
<PAGE>
5. Time has been reserved at the end of the meeting for stockholder questions
that relate to the business of the Company. After you have registered and
at the appropriate time, please go to the microphone, state your name and
confirm that you are a stockholder or employee before asking your question.
Please direct all comments or questions to the Chairman. Comments or
questions from the floor are limited to two minutes in order to provide an
opportunity for as many stockholders as possible.
6. Personal grievances or claims are not appropriate subjects for the meeting.
7. The Chairman in his sole discretion shall have authority to conduct the
meeting and rule on any questions or procedures that may arise.
Voting results announced by the Inspector of Election at the meeting are
preliminary. Final results will be included in the summary of the results of
the meeting included in the Company's first quarter report on Form 10-Q.
<PAGE>
- -------------------------------------------------------------------------------
/X/ Please mark your
votes as in this
example.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ITEMS 1 THROUGH 4.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR ITEMS 1 THROUGH 4.
FOR WITHHELD
ALL ALL
1. Election of Class I Directors. / / / /
FOR, except vote withheld from
the following nominee(s):
---------------------
FOR AGAINST ABSTAIN
2. Approval of Amendment to / / / / / /
Certificate of Incorporation.
3. Approval of 1999 Stock / / / / / /
Incentive Plan.
4. Approval of Independent / / / / / /
Auditors.
IN THEIR DISCRETION, THE PROXY HOLDERS ARE AUTHORIZED TO VOTE ON SUCH OTHER
MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY POSTPONEMENT OR
ADJOURNMENT THEREOF.
/ / Comments on Reverse Side / / I request my name be disclosed with
my vote and comments, if any.
The signer hereby revokes all proxies
heretofore given by the signer to vote
at said meeting or any adjournments
thereof.
NOTE: Please sign exactly as name
appears on this card. Joint
owners should each sign. When
signing as attorney, executor,
administrator, trustee or guardian,
please give full title as such.
------------------------------------------
------------------------------------------
SIGNATURE(S) DATE
- -------------------------------------------------------------------------------
<PAGE>
IF YOU WISH TO VOTE ON THE INTERNET OR BY TELEPHONE, PLEASE READ THE
INSTRUCTIONS BELOW.
Dear Stockholder:
Internet and telephone voting are new and convenient ways to vote your shares on
matters to be covered at the 1999 Annual Meeting of Stockholders. Voting on the
Internet or by telephone eliminates the need to return your proxy card.
To vote your shares on the Internet or by telephone, you must have available
the 12-digit control number printed in the above box, just below the
perforation. When voting on the Internet or by telephone, you will be
prompted to enter this 12-digit control number in order to access the system.
1. INTERNET VOTING: Log on to the Internet and go to the Web site
http://www.__________.com.
NOTE: NEXT YEAR, WE PLAN TO MAKE THE PROXY STATEMENT AND ANNUAL REPORT
TO STOCKHOLDERS AVAILABLE OVER THE INTERNET. IF YOU VOTE ON THE
INTERNET, YOU WILL HAVE THE OPTION AT THAT TIME TO ENROLL IN INTERNET
DELIVERY. WE STRONGLY ENCOURAGE YOU TO ENROLL IN INTERNET DELIVERY.
IT IS A COST-EFFECTIVE WAY FOR US TO SEND YOU PROXY MATERIALS.
2. TELEPHONE VOTING: On a touch-tone telephone, call _____________
(_____________) 24 hours a day, 7 days a week.
If you choose to vote on the Internet or by telephone, you do not need to mail
back your proxy card.
YOUR VOTE IS IMPORTANT. THANK YOU FOR VOTING.
