UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
October 6, 1997
Date of Report (Date of earliest event reported)
------------------------------------------------------------------------
FEDERAL EXPRESS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 1-7806 71-0427007
(Jurisdiction of (Commission File (I.R.S. Employer
Incorporation or Number) Identification No.)
Organization)
2005 Corporate Avenue
Memphis, TN 38132
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (901) 396-3600
------------------------------------------------------------------------
Item 5. Other Events.
On October 6, 1997, Federal Express Corporation (the "Registrant") announced,
in a press release which is attached hereto as Exhibit 20.1 and incorporated
herein by reference, that it had entered into a definitive agreement pursuant
to which the Registrant will acquire Caliber System, Inc.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) Exhibits
Exhibit 20.1 Press Release dated October 6, 1997
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
FEDERAL EXPRESS CORPORATION
By: /s/ Michael W. Hillard
-------------------------------
Michael W. Hillard
Vice President & Controller
(principal accounting officer)
Date: October 7, 1997
EXHIBIT INDEX
20.1 Press Release dated October 6, 1997.
Exhibit 20.1
Contacts:
FedEx Media Relations
(901) 395- 5007
For Immediate Release
FedEx to Acquire Caliber System, Inc. Including RPS Subsidiary
A Powerful Combination in the Transportation and Logistics Industry
Memphis, Tennessee, (October 6, 1997) -- Federal Express Corp. and
Caliber System, Inc. jointly announced today that their respective boards of
directors have approved a transaction in which FDX Corporation, a new holding
company to be formed as part of the transaction, will acquire Caliber System,
Inc. and its subsidiaries, including package carrier RPS, Inc. The parties
signed a definitive agreement yesterday, which is subject to a number of
conditions, including approval by the stockholders of both Federal Express
Corporation and Caliber System, Inc., and the U.S. Government.
"This acquisition creates a powerful combination that will propel both
companies to new heights. Customers will now have a broader portfolio of
services unmatched by any competitor." said Frederick W. Smith, chairman,
president and chief executive officer of Federal Express Corp.
"This transaction is a perfect fit at the right time for Caliber
System," said Daniel J. Sullivan, chairman, president and chief executive of
Caliber System, Inc. "Our cost-competitive, reliable service in the
non-express market and use of leading edge information systems will complement
the FedEx brand."
The agreement provides that Caliber System shareholders will receive 0.8
shares of FDX Corporation stock in exchange for each share of Caliber System
stock that they own. The transaction, which is expected to close in early
1998, will be tax-free to the shareholders of both companies and will be
accounted for under the "pooling of interests" method for business
combinations.
FDX Corporation will become a $15 billion powerhouse in global
transportation and logistics. With two independent networks serving the
express and non-express markets through five distinct business units, FDX
Corporation will be able to offer:
o fast, reliable and time-definite express delivery;
o expedited surface delivery of critical freight-shipments;
o business-to-business non-express delivery of packages;
o regional less-than-truckload (LTL) freight service; and
o information and logistics solutions
Each business unit will be managed and operated separately to achieve maximum
productivity and superior customer service.
"Although the express and non-express networks will function
independently, the synergistic effect should boost volumes for both
businesses," said Smith. "Customers recognize that distribution and logistics
are becoming strategic weapons to cut costs and to improve quality,
productivity, and customer satisfaction. With the addition of Caliber System,
FDX Corporation will be best positioned to provide such broad-based supply
chain solutions to companies both large and small."
Smith will serve as chairman, president and chief executive officer of
the new holding company and Alan B. Graf, Jr. and Kenneth R. Masterson will
serve as executive vice presidents. Sullivan will serve as president and
chief executive officer of RPS, Inc. Ted Weise, a 25-year veteran of Federal
Express, will become president and chief executive officer of Federal Express.
The newly formed FDX Corporation companies will employ approximately
170,000 people worldwide. Caliber System, Inc. headquarters in Akron, Ohio
will close, and the 150 employees there will be offered positions at FDX
Corporation or a subsidiary. Employees who do not accept such positions will
be offered a severance package.
Federal Express connects areas that generate 90% of the world's gross
domestic product in 24 - 48 hours with door-to-door, customs-cleared service
backed by a money-back guarantee. The company's unmatched air route
authorities and infrastructure make it the world's largest express
transportation company, providing fast and reliable services for 2.9 million
items in 212 countries each working day. The company employs approximately
137,000 people and has more that 42,500 drop-off locations, 590 aircraft and
38,500 vehicles in its integrated global network. FedEx maintains electronic
connections with more than 750,000 customers via FedEx Powership[Registered],
FedEx Ship[Registered] and FedEx interNetShip[SM]. Federal Express reported
revenues of $11.5 billion for its fiscal year ended May 31, 1997.
Caliber System, Inc., with 33,500 employees and contractors and 500
facilities worldwide, is a leading provider of value-added transportation,
logistics and related information services. Its operating companies include
RPS, Inc., a business-to-business non-express package carrier; Viking Freight,
Inc., a supplier of regional freight service in the West; Caliber Logistics,
Inc., a contract logistics provider; Roberts Express, Inc., a
critical-shipment carrier; and Caliber Technology, Inc., a producer of
system-wide information services. Caliber System, Inc., reported revenues of
$2.7 billion for the year ended December 31, 1996.
Federal Express is being advised in this transaction by Merrill Lynch &
Co. Caliber System, Inc. is being advised by Goldman, Sachs & Co.
