As filed with the Securities and Exchange Commission on May 5, 1999
Registration No. 333-74701
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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FDX CORPORATION
FEDERAL EXPRESS CORPORATION
(Exact name of the Registrants as specified in their charters)
Delaware 62-1721435
Delaware 71-0427007
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
FDX Corporation Federal Express Corporation
6075 Poplar Avenue 2005 Corporate Avenue
Memphis, Tennessee 38119 Memphis, Tennessee 38132
(901) 369-3600 (901) 369-3600
(Address, including zip code, and telephone number, including area code, of the
Registrants' principal executive offices)
Kenneth R. Masterson, Esq.
Executive Vice President, General Counsel and Secretary
FDX Corporation
6075 Poplar Avenue
Memphis, Tennessee 38119
(901) 369-3600
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
-----------------------
Copies to:
Sarah Beshar, Esq.
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
(212) 450-4000
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Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this registration statement as
determined in light of market conditions and other factors.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933 (the "Securities Act"), other than securities offered only in
connection with dividend or interest reinvestment plans, check the following
box. [x]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<TABLE>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Each Class of Amount to Be Aggregate Price Aggregate Amount of
Securities Being Registered Registered(1) Per Unit Offering Price(1) Registration Fee
- ------------------------------------------ -------------------- ---------------- ------------------ ------------------
<S> <C> <C> <C> <C>
Debt Securities...........................
Common Stock, par value $.10 per share....
Guarantees(2).............................
Total.................................. $1,000,000,000(3) 100% 1,000,000,000 $278,000(4)
========================================== ==================== ================ ================== ==================
</TABLE>
(1) Estimated solely for purposes of determining the registration fee.
(2) Guarantees that may be provided by Federal Express Corporation, a
co-Registrant and a wholly-owned subsidiary of FDX Corporation with
respect to the Debt Securities registered hereunder. No additional
consideration will be received for such guarantees. Pursuant to Rule
457(n) under the Securities Act, no additional filing fee is required in
connection with such guarantees.
(3) Such indeterminate amount of Debt Securities or such indeterminate
number of shares of Common Stock as may, from time to time, be issued at
indeterminate prices, the combined total of one or all such offerings
not to exceed $1,000,000,000.
(4) This amount was previously paid by the Registrants with the original
filing of this Registration Statement on March 19, 1999.
The Registrants hereby amend this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrants
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act or until the Registration Statement shall
become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
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<PAGE>
EXPLANATORY NOTE
This Registration Statement contains two forms of prospectus: each, as
supplemented, to be used in connection with offerings of debt securities or
common stock, respectively. No prospectus will be used to consummate sales of
securities unless accompanied by a prospectus supplement applicable to the
securities offered thereby.
<PAGE>
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN
OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED __________, 1999
PROSPECTUS
[FDX LOGO]
FDX CORPORATION
DEBT SECURITIES
-----------------------
We may offer and sell from time to time up to $1,000,000,000 aggregate initial
public offering price of our unsecured debt securities. We may, at our option,
direct our wholly-owned, direct subsidiary, Federal Express Corporation, to
issue guarantees of the debt securities.
We will provide specific terms of these securities in supplements to this
prospectus. We will not use this prospectus to confirm sales of any securities
unless it is attached to a prospectus supplement.
Prior to their issuance there will have been no market for the debt
securities. We do not intend to apply for the listing of any series of debt
securities on a national securities exchange.
Investing in our debt securities involves certain risks. See "Risk Factors"
beginning on page 3.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is
a criminal offense.
-----------------------
The date of this prospectus is _______, 1999.
<PAGE>
ABOUT OUR COMPANY
FDX Corporation provides a broad portfolio of transportation, logistics
and supply chain management services through its principal operating
subsidiaries: Federal Express Corporation, for fast, reliable and
time-definite express delivery; RPS, Inc., for business-to-business ground
small package delivery; Roberts Express, Inc., for expedited surface delivery
of critical freight shipments requiring special handling; Viking Freight,
Inc., for regional less-than-truckload freight service in the western United
States; and FDX Global Logistics, Inc., for contract information and logistics
solutions. Our corporate headquarters are located at 6075 Poplar Avenue,
Memphis, Tennessee 38119, telephone (901) 369-3600.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the
Internet at the SEC's web site at http: //www.sec.gov. You may also read and
copy any document we file at the SEC's Public Reference Room at 450 Fifth
Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330
for further information on its Public Reference Room.
This prospectus constitutes a part of a registration statement on Form
S-3 filed by us under the Securities Act. This prospectus does not contain all
of the information which we are required to include in the registration
statement. For further information with respect to FDX and the securities we
are offering, we refer you to the registration statement and the exhibits and
schedules filed as part of the registration statement.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
the SEC will automatically supersede this information. We incorporate by
reference the documents listed below and any future filings made with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act until
we sell all of the debt securities.
FDX SEC Filings Period
- ------------------------------ ----------------------------------------
Annual Report on Form 10-K Fiscal Year ended May 31, 1998
Quarterly Reports on Form 10-Q Quarters ended August 31 and November 30,
1998 and February 28, 1999
Current Reports on Form 8-K Filed on February 22, 1999
FedEx SEC Filings Period
- ------------------------------ ----------------------------------------
Annual Report on Form 10-K Fiscal Year ended May 31, 1998
Quarterly Reports on Form 10-Q Quarters ended August 31 and November 30,
1998 and February 28, 1999
Current Reports on Form 8-K
Filed on July 14, July 15, August 5,
September 10, October 5, October 6,
November 12 and December 1, 1998
You may request a copy of these filings at no cost, by writing or
telephoning us at:
FDX Corporation
Attention: Elizabeth R. Allen, Investor Relations
Box 727
Memphis, Tennessee 38194-1854
(901) 395-3478
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<PAGE>
RISK FACTORS
In addition to the information set forth elsewhere in this prospectus,
you should consider carefully the factors set forth below in connection with
an investment in our debt securities.
Our Business Is Subject to Numerous Risks
We provide a broad portfolio of transportation, logistics and supply
chain management services through our principal operating subsidiaries. Our
results of operations and financial condition are subject to certain risks and
uncertainties, including:
o economic conditions in the markets in which we operate which can
affect demand for our services
o competition from other providers of express services
o our ability to compete with new or improved services offered by
our competitors
o changes in customer demand patterns
o increases in aviation and motor fuel prices
o our ability to match aircraft, vehicle and sort capacity with
customer volume levels
o work stoppages, strikes or slowdowns by our employees
o our ability to obtain aviation rights in important international
markets
o contributions to financial results from the sale of engine noise
reduction kits
o changes in government regulation, weather and technological
change
o availability of financing on terms acceptable to us
There Is No Limit on the Amount of Indebtedness That We May Incur
The indenture, which is described below under "Description of Debt
Securities and the Guarantees", does not limit the amount of secured or
unsecured indebtedness which we or our subsidiaries may incur. The Indenture
does not contain any debt covenants or provisions which would afford the
holders of the debt securities protection in the event of a highly leveraged
transaction.
We Depend Upon Our Subsidiaries to Service Our Debt
We are a holding company and derive all of our operating income from our
subsidiaries. Our only source of cash to pay principal of, premium, if any,
and interest on the debt securities is from dividends and other payments from
our subsidiaries. Our subsidiaries' ability to make such payments may be
restricted by, among other things, applicable state and foreign corporate laws
and other laws and regulations. In addition, our right and the rights of our
creditors, including holders of our debt securities, to participate in the
assets of any subsidiary upon its liquidation or recapitalization would be
subject to the prior claims of such subsidiary's creditors, except to the
extent that we may ourselves be a creditor with recognized claims against such
subsidiary.
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<PAGE>
Ratings of Our Debt Securities Could Be Lowered In the Future
We expect that the debt securities will be rated "investment grade" by
one or more nationally recognized statistical rating organizations. A rating
is not a recommendation to purchase, hold or sell debt securities, since a
rating does not predict the market price of a particular security or its
suitability for a particular investor. The rating organization may lower our
rating or decide not to rate our securities in its sole discretion. The rating
of the debt securities will be based primarily on the rating organization's
assessment of the likelihood of timely payment of interest when due on the
debt securities and the ultimate payment of principal of the debt securities
on the final maturity date. The reduction, suspension or withdrawal of the
ratings of the debt securities will not, in and of itself, constitute an event
of default under the indenture.
An Active Trading Market For Our Debt Securities May Not Develop
There is no established trading market for these debt securities since
they are a new issue of securities. We do not intend to apply for the listing
of any debt securities on a national securities exchange. We cannot assure you
as to the liquidity of the public market for the debt securities or that any
active public market for the debt securities will develop or continue. If an
active public market does not develop or continue, the market price and
liquidity of the debt securities may be adversely affected.
RATIO OF EARNINGS TO FIXED CHARGES
FDX Corporation
(Unaudited)
Nine
Months Ended
Year Ended May 31, February 28,
---------------------------------- ------------
1994 1995 1996 1997 1998 1998 1999
---- ---- ---- ---- ----- ---- -----
Ratio of Earnings to Fixed 2.1 2.3 2.2 1.6 2.3 2.1 2.2
Charges..................
Earnings included in the calculation of the ratio of earnings to fixed
charges represent income before income taxes plus fixed charges, other than
capitalized interest. Fixed charges include interest expense, capitalized
interest, amortization of debt issuance costs and a portion of rent expense
representative of interest.
We accounted for the transaction between us, FedEx and Caliber as a
"pooling of interests." Accordingly, the ratios of earnings to fixed charges
have been restated to include the results of operations for both FedEx and
Caliber for all periods presented.
Caliber operated on a 13 four-week period calendar ending December 31
with 12 weeks in each of the first three quarters and 16 weeks in the fourth
quarter. FedEx's fiscal year ending May 31 consists of four, three-month
quarters. Our consolidated results of operations for the year ended May 31,
1998 combine Caliber's 53-week period from May 25, 1997 to May 31, 1998 with
FedEx's year ended May 31, 1998. Our consolidated results of operations for
each of the four years in the period ended May 31, 1997 comprise Caliber's
calendar years 1996- 1993 consolidated with FedEx's fiscal years 1997-1994.
Due to the different fiscal year ends, Caliber's results for the 20-week
period from January 1, 1997 to May 24, 1997 are not included in the restated
results of operations for 1998 or 1997; for this period Caliber had a net loss
of $40,912,000.
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<PAGE>
USE OF PROCEEDS
We intend to use the net proceeds from the sale of the debt securities
for our general corporate purposes. If we decide to use the net proceeds from
a particular offering of debt securities for a specific purpose, we will
describe that in a prospectus supplement.
DESCRIPTION OF DEBT SECURITIES AND THE GUARANTEES
This prospectus describes the general terms and provisions of the debt
securities and the guarantees, if any. When we offer to sell a particular
series of debt securities, we will describe the specific terms of the debt
securities and the guarantees, if any, in a prospectus supplement.
The form of indenture, which includes forms of the debt securities and
guarantees, has been filed as an exhibit to the registration statement and you
should read it for provisions that may be important to you. In the following
description, we have included references to section numbers of the indenture
so that you can easily locate these provisions.
Terms; Form and Denomination
The debt securities and the guarantees, if any, are to be issued under an
indenture between FDX and The First National Bank of Chicago, as trustee. The
indenture does not limit the aggregate amount of debt securities which may be
issued under the indenture and provides that debt securities may be issued in
one or more series.
The debt securities will be unsecured obligations of FDX and will rank
equally with all other unsecured and unsubordinated indebtedness of FDX.
The indenture does not contain any debt covenants or provisions which
would afford the holders of the debt securities protection in the event of a
highly leveraged transaction.
The prospectus supplement will include some or all of the following
terms:
o the title of the debt securities
o the authorized denominations and aggregate principal amount
o whether the debt securities are to be issued as individual
certificates to each holder or in the form of global securities
held by a depositary on behalf of holders
o the date or dates on which principal will be payable
o the manner in which we will calculate payments of principal,
premium or interest and whether any payment will be fixed or
based on a formula
o the place or places where the principal of and any premium and
interest on the debt securities shall be payable
o the dates on which interest will be payable and the
corresponding record dates
o any mandatory or optional sinking fund or purchase fund or
analogous provisions
o any optional or mandatory redemption terms and the redemption
price
5
<PAGE>
o any provisions for the defeasance of the debt securities
o the currency in which payments of principal of and any premium
and interest on the debt securities will be payable
o whether additional amounts are payable with respect to any debt
securities that are held by a person who is not a United States
person for tax purposes and whether we can redeem the debt
securities if we have to pay additional amounts
o any additional events of default or covenants applicable to the
series
o any other terms that are not inconsistent with the indenture
o the terms of the guarantees, if any.
Unless we indicate otherwise in a prospectus supplement, all outstanding
debt securities will be exchangeable, transfers of debt securities will be
registrable, and principal of, premium, if any, and interest, if any, on all
debt securities will be payable, at the corporate trust office of the trustee
at One First National Plaza, Chicago, Illinois; provided that payment of
interest may, at our option, be made by check mailed to the address of the
person entitled thereto as it appears in the security register or by transfer
to an account maintained by the payee with a bank located in the United
States. (Indenture, Sections 3.01, 3.07 and 10.02)
Unless we indicate otherwise in a prospectus supplement, all debt
securities will be issued only in fully registered form without coupons in
denominations of $1,000 and any integral multiples of $1,000. Neither FDX nor
the trustee will impose any service charge for any transfer or exchange of a
debt security; however, we may ask you to pay any taxes or other governmental
charges in connection with a transfer or exchange of debt securities.
(Indenture, Section 3.05)
We may issue some of the debt securities at a substantial discount below
their stated principal amount because they bear no interest or bear interest
at below market rates. We will describe the United States federal income tax
consequences and any other special considerations relating to an investment in
discount securities in the prospectus supplement.
Guarantees
We may direct our subsidiary, FedEx, at our sole option, to issue
guarantees of the debt securities. The guarantees may be on a senior or
unsubordinated basis, and FedEx would guarantee the due and punctual payment
of principal of, premium, if any, and interest on such debt securities, and
the due and punctual payment of any sinking fund payments, when and as the
same shall become due and payable whether at a maturity date, by declaration
of acceleration, by call for redemption or otherwise. The applicability and
terms of any such guarantee relating to a series of debt securities will be
set forth in the prospectus supplement relating to such debt securities.
Book-Entry Procedures
Unless debt securities in certificated form are issued, each series of
debt securities will be represented by one or more fully registered global
certificates. We will deposit each global note with, or on behalf of, the
Depository Trust Company, and register in its name or in the name of Cede &
Co., its nominee. No holder of a debt security initially issued as a global
certificate will be entitled to receive a note in certificated form, except as
set forth below.
6
<PAGE>
DTC has advised us as follows:
o DTC is
o a limited purpose trust company organized under the laws
of the State of New York
o a member of the Federal Reserve System
o a "clearing corporation" within the meaning of the New York
Uniform Commercial Code
o a "clearing agency" registered pursuant to Section 17A of
the Securities Exchange Act.
o DTC was created to hold securities for its participants and to
facilitate the clearance and settlement of securities
transactions between its participants through electronic
book-entries, eliminating the need for physical movement of
certificates
o DTC participants include securities brokers and dealers, banks,
trust companies, clearing corporations and others, some of who
own DTC
o Access to DTC's book-entry system is also available to others,
such as banks, brokers, dealers and trust companies that clear
through or maintain a custodial relationship with a
participant, either directly or indirectly.
Holders that are not DTC participants but desire to purchase, sell or
otherwise transfer ownership of, or other interests in, debt securities may do
so only through DTC participants. In addition, holders will receive all
distributions of principal and interest from the trustee through the DTC
participants. Under the rules, regulations and procedures creating and
affecting DTC and its operation, DTC is required to make book-entry transfers
of debt securities among DTC participants on whose behalf it acts and to
receive and transmit distributions of principal of, and interest on, the debt
securities. Under the book-entry system, holders may experience some delay in
receipt of payments, since such payments will be forwarded by the trustee to
Cede, as nominee for DTC, and DTC in turn will forward the payments to the
appropriate DTC participants.
Distributions by DTC participants to holders will be the responsibility
of such DTC participants and will be made in accordance with customary
industry practices. Accordingly, although holders will not have possession of
the debt securities, the rules of DTC provide a mechanism by which
participants will receive payments and will be able to transfer their
interests. Although the DTC participants are expected to convey the rights
represented by their interests in any global security to the related holders,
because DTC can only act on behalf of DTC participants, the ability of holders
to pledge debt securities to persons or entities that are not DTC participants
or to otherwise act with respect to such debt securities, may be limited due
to the lack of physical certificates for such debt securities.
FDX, the trustee or any other agent of FDX or the trustee will not be
responsible or liable for any aspect of the records relating to, or payments
made on account of, beneficial ownership interests in the debt securities or
for supervising or reviewing any records relating to such beneficial ownership
interests. Since Cede, as nominee of DTC, will be the only "holder", holders
will not be recognized by the trustee as holders, as that term is used in the
indenture, and holders will be permitted to exercise the rights of holders
only indirectly through DTC and DTC participants. DTC has advised us that it
will take any action permitted to be taken by a holder under the indenture and
any prospectus supplement only at the direction of one or more DTC
participants to whose accounts with DTC the related debt securities are
credited.
Same-Day Settlement and Payment. All payments we make to the trustee
under each debt security will be in immediately available funds and will be
passed through to DTC in immediately available funds.
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The debt securities will trade in DTC's same-day funds settlement system
until maturity, and secondary market trading activity in the debt securities
will be required by DTC to settle in immediately available funds. We can not
assure you as to the effect, if any, of settlement in immediately available
funds on trading activity in the debt securities.
Certificated Form. We will issue physical certificates to holders of a
global security, or their nominees, if:
o DTC notifies us that it is unwilling or unable to continue as
depositary and we are unable to locate a qualified successor
o We decide in our sole discretion to terminate the book-entry
system through DTC
In such event, the trustee will notify all holders through DTC
participants of the availability of such certificated debt securities. Upon
surrender by DTC of the definitive global note representing the series of debt
securities and receipt of instructions for reregistration, the trustee will
reissue the debt securities in certificated form to holders or their nominees.
(Indenture, Section 3.05)
Merger and Consolidation
We have agreed not to consolidate or merge with or into any other person
or convey or transfer substantially all of our properties and assets as an
entirety, to any person, unless:
o the successor is a corporation organized and existing under the
laws of the United States of America, any state or the District
of Columbia and shall expressly assume, by a supplemental
indenture, the due and punctual payment of the principal of and
any premium and interest on all the debt securities and the
performance of every covenant in the indenture that we would
otherwise have to perform
o immediately after giving effect to the merger, there will not be
any defaults under the applicable indenture
o we shall have delivered to the trustee an officers' certificate
or an opinion of counsel, each stating that the merger and the
supplemental indenture comply with the indenture (Indenture,
Section 8.01)
Modification, Amendment and Waiver
FDX and the trustee may modify and amend the indenture with the consent
of the holders of a majority in principal amount of each series of debt
securities to be affected if less than all series are to be affected by such
modification. However, no modification or amendment may, without the consent
of the holder of each debt security affected thereby:
o change the stated maturity of the principal of, or any
installment of interest on, any debt security
o reduce the principal amount of, rate of interest on, or premium
payable upon the redemption of, any debt security
o change any place of payment where, or the currency in which, any
debt security or the interest or any premium is payable
o impair the right to institute suit for the enforcement of any
payment on or with respect to any debt security on or after the
stated maturity, or, in the case of redemption, on or after the
redemption date
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o reduce the percentage in principal amount of outstanding debt
securities the consent of whose holders is required for
modification or amendment of the indenture, for waiver of
compliance with certain provisions of the indenture or for
waiver of certain defaults. (Indenture, Section 9.02)
The holders of a majority in principal amount of the outstanding debt
securities of any series may on behalf of the holders of all debt securities
of that series waive any past default under the indenture and its
consequences, except a default in the payment of the principal, premium, if
any, or interest on any debt securities or in respect of a covenant or
provision which under the indenture cannot be modified or amended without the
consent of the holder of each outstanding debt security affected. (Indenture,
Section 5.13)
Events of Default
When we use the term "event of default" in the indenture, here are some
examples of what we mean.
Unless we indicate otherwise in a prospectus supplement, an event of
default with respect to a series of debt securities occurs if:
o we fail to pay interest when due on any debt security of that
series for 30 days
o we fail to pay the principal or any premium on any debt security
of that series when due
o we fail to perform any covenant in the indenture and this
failure continues for 60 days after we receive written notice
as provided in the indenture
o we fail to deposit any sinking fund payment when and as due by
the terms of a debt security of that series
o we or a court take certain actions relating to the bankruptcy,
insolvency or reorganization of our company for the benefit of
our creditors (Indenture, Section 5.01).
If an event of default with respect to all debt securities of any series
occurs and continues, the trustee or the holders of at least 50% in aggregate
principal amount of the outstanding debt securities of that series may require
us to repay immediately the principal amount of all debt securities of that
series. The holders of a majority in principal amount of the outstanding debt
securities of that series may rescind and annul such acceleration if all
events of default with respect to the debt securities of that series, other
than the nonpayment of accelerated principal, have been cured or waived as
provided in the indenture. (Indenture, Section 5.02) For information as to
waiver of defaults, see "Modification, Amendment and Waiver" above.
Other than its duties in case of a default, the trustee is not obligated
to exercise any of its rights or powers under the indenture at the request or
direction of any of the holders, unless the holders offer to the trustee
reasonable indemnity. (Indenture, Sections 6.01 and 6.03) If they provide this
reasonable indemnity, the holders of a majority in principal amount of the
outstanding debt securities of such series will have the right to, subject to
certain limitations, direct the time, method and place of conducting any
proceeding for any remedy available to the trustee or exercising any trust or
power conferred on the trustee with respect to any series of debt securities.
(Indenture, Section 5.12)
No holder of any debt security of any series will have any right to
institute any proceeding with respect to the indenture or for any remedy under
the indenture unless:
o the holder has previously given to the trustee written notice of
a continuing event of default
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o the holders of not less than 50% in principal amount of the
outstanding debt securities of that series have made written
request, and offered reasonable indemnity, to the trustee to
institute a proceeding as trustee
o the trustee has not received from the holders of a majority in
principal amount of the outstanding debt securities of that
series a direction inconsistent with the request and the
trustee has failed to institute such proceeding within 60 days.
(Indenture, Section 5.07)
However, the holder of any debt security will have an absolute right to
receive payment of the principal of and any premium on, and interest on the debt
security as expressed in the debt security, or, in the case of redemption,
on the redemption date, and to institute suit for the enforcement of any
payment. (Indenture, Section 5.08)
We are required to furnish to the trustee annually a statement as to the
absence of certain defaults under the indenture. (Indenture, Section 10.05)
The trustee may withhold notice to the holders of debt securities of any
default, except as to payment of principal or interest with respect to debt
securities, if it considers such withholding to be in the interest of the
holders of the debt securities. (Indenture, Section 6.02)
Defeasance and Covenant Defeasance
When we use the term defeasance, we mean discharge from some or all of
our obligations under the indenture. If we deposit with the trustee sufficient
cash or government securities to pay the principal, interest, any premium and
any other sums due to the stated maturity date or a redemption date of the
debt securities of a particular series, then at our option:
o we will be discharged from our obligations with respect to the
debt securities of that series or
o we will no longer be under any obligation to comply with
certain restrictive covenants under the indenture, and certain
events of default will no longer apply to us.
If this happens, the holders of the debt securities of the affected
series will not be entitled to the benefits of the indenture except for
registration of transfer and exchange of debt securities and replacement of
lost, stolen or mutilated debt securities. Such holders may look only to such
deposited funds or obligations for payment.
We must deliver to the trustee an opinion of counsel to the effect that
the deposit and related defeasance would not cause the holders of the debt
securities to recognize income, gain or loss for Federal income tax purposes.
We must also deliver a ruling to such effect received from or published by the
United States Internal Revenue Service if we are discharged from our
obligations with respect to the debt securities.
PLAN OF DISTRIBUTION
We may sell the debt securities through underwriters or dealers, agents
or directly to one or more purchasers, through a specific bidding or auction
process or otherwise.
We may distribute the debt securities from time to time in one or more
transactions either:
o at a fixed price or prices, which may be changed
10
<PAGE>
o at market prices prevailing at the time of sale
o at prices related to such prevailing market prices
o at negotiated prices.
In connection with the sale of debt securities, underwriters or agents
may receive compensation from us or from purchasers of debt securities for
whom they may act as agents in the form of discounts, concessions or
commissions. Underwriters may sell debt securities to or through dealers, and
such dealers may receive compensation in the form of discounts, concessions or
commissions from the underwriters or commissions from the purchasers for whom
they may act as agents. If a dealer is utilized to sell the debt securities,
we will sell such debt securities to the dealer as principal. The dealer may
then resell such debt securities to the public at varying prices to be
determined by such dealer at any time of resale.
Underwriters, dealers and agents that participate in the distribution of
debt securities may be deemed to be underwriters, and any discounts or
commissions received by them from us and any profit on the resale of debt
securities by them may be deemed to be underwriting discounts and commissions,
under the Securities Act. We will identify any underwriters, dealers or
agents, and describe their compensation, in a prospectus supplement.
We may solicit directly offers to purchase our securities, and we may
directly sell our securities to institutional investors or others, who may be
deemed to be underwriters within the meaning of the Securities Act with
respect to any resale. We will describe the terms of our direct sales in a
prospectus supplement.
We may authorize underwriters, dealers or agents to solicit offers by
institutional investors to purchase debt securities from us at the public
offering price under delayed delivery contracts providing for payment and
delivery on a specified date in the future. If we use delayed delivery
contracts, they will be subject only to those conditions that we set forth in
the prospectus supplement and the prospectus supplement will indicate the
commission payable for the solicitation of these contracts.
We may indemnify underwriters, dealers and agents who participate in the
distribution of debt securities against certain liabilities, including
liabilities under the Securities Act. Underwriters, dealers or agents and
their associates may be customers of, engage in transactions with, and perform
services for, us in the ordinary course of business.
Unless we indicate otherwise in a prospectus supplement, we do not intend
to apply for the listing of any series of debt securities on a national
securities exchange. If the debt securities of any series are sold to or
through underwriters, the underwriters may make a market in such debt
securities, as permitted by applicable laws and regulations. No underwriter
would be obligated, however, to make a market in the debt securities, and any
market-making could be discontinued at any time at the sole discretion of the
underwriters. Accordingly, we cannot assure you as to the liquidity of, or
trading markets for, the debt securities of any series.
LEGAL MATTERS
George W. Hearn, our Corporate Vice President and Corporate Counsel, will
issue an opinion about the legality of debt securities and the guarantees, if
any. At February 28, 1999, Mr. Hearn owned 11,982 shares of the Corporation's
common stock and had been granted options to purchase 31,768 shares of the
Corporation's common stock. Of the options granted, 4,768 were vested at such
date.
Any underwriters, dealers or agents will be advised about other issues
relating to any offering by their own legal counsel.
11
<PAGE>
EXPERTS
The consolidated financial statements and schedules of FDX and FedEx
included or incorporated by reference in each company's Annual Report on Form
10-K for the year ended May 31, 1998 and incorporated by reference herein,
have been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their reports with respect thereto. These documents are
incorporated by reference herein in reliance upon the authority of Arthur
Andersen LLP as experts in giving such reports.
With respect to the unaudited interim financial information for the
quarters ended August 31 and November 30, 1998 and February 28, 1999 included
in FedEx's Quarterly Reports on Form 10-Q for such periods, and the unaudited
interim financial information for the quarters ended August 31 and November
30, 1998 and February 28, 1999 included in FDX's Quarterly Reports on Form
10-Q for such periods, all of which are incorporated by reference in this
prospectus, Arthur Andersen LLP has applied limited procedures in accordance
with professional standards for a review of such information. However, their
separate reports thereon state that they did not audit and they do not express
an opinion on that interim financial information. Accordingly, the degree of
reliance on their reports on that information should be restricted in light of
the limited nature of the review procedures applied. In addition, the
accountants are not subject to the liability provisions of Section 11 of the
Securities Act for their reports on the unaudited interim financial
information because those reports are not "reports" or a "part" of the
registration statement, of which this prospectus is a part, prepared or
certified by the accountants within the meaning of Sections 7 and 11 of the
Securities Act.
( 12
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<S> <C>
No dealer, salesperson or other individual has
been authorized to give any information or to make
any representations not contained in this prospectus
in connection with the offering covered by this $1,000,000,000
prospectus. If given or made, such information or
representation must not be relied upon as having been
authorized by FDX Corporation or the Underwriters. [FDX LOGO]
This prospectus does not constitute an offer to sell, or
the solicitation of an offer to buy, the debt securities in
any jurisdiction where, or to any person to whom, it
is unlawful to make such offer or solicitation. Neither $1,000,000,000
the delivery of this prospectus nor any sale made
hereunder shall, under any circumstances, create an
implication that there has not been any change in the
facts set forth in this prospectus or in the affairs of
FDX Corporation since the date hereof. Debt Securities
---------------------- -------------------------
PROSPECTUS
TABLE OF CONTENTS -------------------------
Page
----
About Our Company......................................2
Where You Can Find More Information....................2
Risk Factors...........................................3
Ratio of Earnings to Fixed Charges.....................4
Use of Proceeds........................................5
Description of Debt Securities and the Guarantees......5
Plan of Distribution..................................10
Legal Matters.........................................11 __________, 1999
Experts...............................................12
=========================================================== ================================================
</TABLE>
<PAGE>
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN
OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED __________, 1999
PROSPECTUS
[FDX LOGO]
FDX CORPORATION
COMMON STOCK
-----------------------
We may offer and sell from time to time up to $1,000,000,000 aggregate initial
public offering price of our common stock.
We will provide specific terms of our common stock in supplements to this
prospectus. We will not use this prospectus to confirm sales of our common
stock unless it is attached to a prospectus supplement.
Our common stock is listed on the New York Stock Exchange under the symbol
"FDX".
Investing in our common stock involves certain risks. See "Risk Factors"
beginning on page 3.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is
a criminal offense.
-----------------------
The date of this prospectus is _______, 1999.
<PAGE>
ABOUT OUR COMPANY
FDX Corporation provides a broad portfolio of transportation, logistics
and supply chain management services through its principal operating
subsidiaries: Federal Express Corporation, for fast, reliable and
time-definite express delivery; RPS, Inc., for business-to-business ground
small package delivery; Roberts Express, Inc., for expedited surface delivery
of critical freight shipments requiring special handling; Viking Freight,
Inc., for regional less-than-truckload freight service in the western United
States; and FDX Global Logistics, Inc., for contract information and logistics
solutions. Our corporate headquarters are located at 6075 Poplar Avenue,
Memphis, Tennessee 38119, telephone (901) 369-3600.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the
Internet at the SEC's web site at http: //www.sec.gov. You may also read and
copy any document we file at the SEC's Public Reference Room at 450 Fifth
Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330
for further information on its Public Reference Room.
This prospectus constitutes a part of a registration statement on Form
S-3 filed by us under the Securities Act. This prospectus does not contain all
of the information which we are required to include in the registration
statement, certain parts of which are omitted in accordance with the rules and
regulations of the SEC. For further information with respect to FDX and the
securities we are offering, we refer you to the registration statement and the
exhibits and schedules filed as part of the registration statement.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
the SEC will automatically supersede this information. We incorporate by
reference the documents listed below and any future filings made with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act until
we sell all of our common stock.
FDX SEC Filings Period
---------------------------------- -----------------------------------
Annual Report on Form 10-K Fiscal Year ended May 31, 1998
Quarterly Reports on Form 10-Q Quarters ended August 31 and November
30, 1998 and February 28, 1999
Current Reports on Form 8-K Filed on February 22, 1999
We filed a registration statement on Form S-4 (File No. 333-39483) to
register with the SEC our common stock issued to FedEx stockholders and
Caliber shareholders in connection with the acquisition of Caliber and the
establishment of FDX as a holding company. The description of common stock
contained in the registration statement of FedEx (as predecessor registrant)
on Form 8-A filed with the SEC on December 15, 1978 under Section 12 of the
Exchange Act, including any amendment or report filed for the purpose of
updating such description, is incorporated herein by reference.
You may request a copy of these filings at no cost, by writing or
telephoning us at:
FDX Corporation
Attention: Elizabeth R. Allen, Investor Relations
Box 727
Memphis, Tennessee 38194-1854
(901) 395-3478
2
<PAGE>
RISK FACTORS
In addition to the information set forth elsewhere in this prospectus,
you should consider carefully the factors set forth below in connection with
an investment in our common stock.
Our Business Is Subject to Numerous Risks
We provide a broad portfolio of transportation, logistics and supply
chain management services through our principal operating subsidiaries. Our
results of operations and financial condition are subject to certain risks and
uncertainties, including:
o economic conditions in the markets in which we operate which can
affect demand for our services
o competition from other providers of express services
o our ability to compete with new or improved services offered by
our competitors
o changes in customer demand patterns
o increases in aviation and motor fuel prices
o our ability to match aircraft, vehicle and sort capacity with
customer volume levels
o work stoppages, strikes or slowdowns by our employees
o our ability to obtain aviation rights in important international
markets
o contributions to financial results from the sale of engine noise
reduction kits
o changes in government regulation, weather and technological
change
o availability of financing on terms acceptable to us.
USE OF PROCEEDS
We intend to use the net proceeds from the sale of our common stock for
our general corporate purposes. If we decide to use the net proceeds from a
particular offering of our common stock for a specific purpose, we will
describe that in a prospectus supplement.
DESCRIPTION OF COMMON STOCK
Under our certificate of incorporation, we are authorized to issue up to
400,000,000 shares of our common stock, $.10 par value per share. On February
28, 1999, there were outstanding (a) 148,595,078 shares of common stock and
(b) employee stock options to purchase an aggregate of 7,108,841 shares of
common stock, of which options to purchase an aggregate of 2,515,788 shares of
common stock were currently exercisable.
You should read our bylaws and certificate of incorporation for
provisions that may be important to you. The prospectus supplement relating to
an offering of our common stock will describe the of the offering, including
the number of shares offered, the initial offering price and updated market
price and dividend information.
3
<PAGE>
Each holder of common stock is entitled to one vote for each share held
on all matters voted upon by our stockholders, including the election of
directors. The common stock does not have cumulative voting rights. The
election of each class of the board of directors is decided by the holders of
a plurality of the shares entitled to vote in person or by proxy at a meeting
for the election of directors.
In the event of any liquidation, dissolution or winding up of FDX, after
the payment or provision for payment of the debts and other liabilities of the
corporation and the preferential amounts to which holders of our preferred
stock are entitled, if any shares of preferred stock are then outstanding, the
holders of common stock are entitled to share equally in the remaining assets
of FDX.
The outstanding shares of common stock are, and any shares of common
stock offered hereby upon issuance and payment therefor will be, fully paid
and non-assessable. The common stock has no preemptive or conversion rights.
Our common stock is listed on the New York Stock Exchange under the
symbol "FDX".
Dividends
We currently do not pay dividends on our common stock, but rather
reinvest earnings in our business. However, if we change our current policy
and decide to pay dividends on our common stock, holders of common stock are
entitled to receive dividends when, as and if declared by the board of
directors out of funds legally available for payments of dividends, subject to
the rights of the holders of any outstanding shares of preferred stock. The
holders of the common stock will share equally, share for share, in such
dividends.
Anti-Takeover Provisions
Classification of board of directors. Our board of directors is divided
into three classes, having staggered terms of office of three years each. A
classified board of directors may make it more difficult to acquire control of
our company.
Change in Control. Our certificate of incorporation includes provisions
designed to prevent the use of certain tactics in connection with a potential
takeover of our company. Article Five of our certificate of incorporation
requires the affirmative vote of 80% of the outstanding shares of capital
stock of our company entitled to vote generally in the election of directors
to approve certain business combinations, including certain mergers,
consolidations, security issuances, reclassifications, recapitalizations,
liquidations, dissolutions, sales, leases, exchanges, mortgages, pledges,
transfers of a substantial portion of assets, involving us or any subsidiary
and the beneficial owner of more than 10% of the voting power of the
outstanding shares of capital stock, a "related person", unless either:
o the business combination is approved by a majority of the
directors who are not affiliated with the related person and
who were directors before the related person became a related
person, or
o the stockholders receive a "fair price" for their holdings and
other procedural requirements are met.
Our certificate of incorporation also requires all stockholder action be
taken at a duly called meeting of the stockholders and prohibits taking action
by written consent of stockholders.
Supermajority Voting. The classified board, fair price and stockholder
consent provisions, as well as certain other provisions of our certificate of
incorporation, may be altered, amended or repealed only by the affirmative
vote of 80% or more of our outstanding capital stock entitled to vote on such
action.
4
<PAGE>
Transfer Agent and Registrar
The transfer agent and registrar for our common stock is First Chicago
Trust Company of New York, Shareholder Services, P.O. Box 2500, Jersey City,
NJ 07303-2500.
PLAN OF DISTRIBUTION
We may sell our common stock through underwriters or dealers, agents or
directly to one or more purchasers, through a specific bidding or auction
process or otherwise.
We may distribute our common stock from time to time in one or more
transactions either:
o at a fixed price or prices, which may be changed
o at market prices prevailing at the time of sale
o at prices related to such prevailing market prices
o at negotiated prices.
In connection with the sale of our common stock, underwriters or agents
may receive compensation from us or from purchasers of our common stock for
whom they may act as agents in the form of discounts, concessions or
commissions. Underwriters may sell our common stock to or through dealers, and
such dealers may receive compensation in the form of discounts, concessions or
commissions from the underwriters or commissions from the purchasers for whom
they may act as agents. If a dealer is utilized to sell our common stock, we
will sell our common stock to the dealer as principal. The dealer may then
resell our commons stock to the public at varying prices to be determined by
such dealer at any time of resale.
Underwriters, dealers and agents that participate in the distribution of
our common stock may be deemed to be underwriters, and any discounts or
commissions received by them from us and any profit on the resale of our
common stock by them may be deemed to be underwriting discounts and
commissions, under the Securities Act. We will identify any underwriters,
dealers or agents, and describe their compensation, in a prospectus
supplement.
We may solicit directly offers to purchase our common stock and we may
directly sell our common stock to institutional investors or others, who may
be deemed to be underwriters within the meaning of the Securities Act with
respect to any resale of our common stock. We will describe the terms of our
direct sales in a prospectus supplement.
We may authorize underwriters, dealers or agents to solicit offers by
institutional investors to purchase our common stock from us at the public
offering price under delayed delivery contracts providing for payment and
delivery on a specified date in the future. If we use delayed delivery
contracts, they will be subject only to those conditions that we set forth in
the prospectus supplement and the prospectus supplement will indicate the
commission payable for the solicitation of these contracts.
We may indemnify underwriters, dealers and agents who participate in the
distribution of our common stock against certain liabilities, including
liabilities under the Securities Act. Underwriters, dealers or agents and
their associates may be customers of, engage in transactions with, and perform
services for, us in the ordinary course of business.
5
<PAGE>
LEGAL MATTERS
George W. Hearn, our Corporate Vice President and Corporate Counsel, will
issue an opinion about the legality of our common stock. At February 28, 1999,
Mr. Hearn owned 11,982 shares of the Corporation's common stock and had been
granted options to purchase 31,768 shares of the Corporation's common stock.
Of the options granted, 4,768 were vested at such date.
Any underwriters, dealers or agents will be advised about other issues
relating to any offering by their own legal counsel.
EXPERTS
The consolidated financial statements and schedules of FDX included or
incorporated by reference in FDX's Annual Report on Form 10-K for the year
ended May 31, 1998 and incorporated by reference herein, have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto. These documents are incorporated by reference
herein in reliance upon the authority of Arthur Andersen LLP as experts in
giving such reports.
With respect to the unaudited interim financial information for the
quarters ended August 31 and November 30, 1998 and February 28, 1999 included
in FDX's Quarterly Reports on Form 10-Q for such periods, all of which are
incorporated by reference in this prospectus, Arthur Andersen LLP has applied
limited procedures in accordance with professional standards for a review of
such information. However, their separate reports thereon state that they did
not audit and they do not express an opinion on that interim financial
information. Accordingly, the degree of reliance on their reports on that
information should be restricted in light of the limited nature of the review
procedures applied. In addition, the accountants are not subject to the
liability provisions of Section 11 of the Securities Act for their reports on
the unaudited interim financial information because those reports are not
"reports" or a "part" of the registration statement, of which this prospectus
is a part, prepared or certified by the accountants within the meaning of
Sections 7 and 11 of the Securities Act.
6
<PAGE>
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<S> <C>
No dealer, salesperson or other individual has
been authorized to give any information or to make
any representations not contained in this prospectus
in connection with the offering covered by this $1,000,000,000
prospectus. If given or made, such information or
representation must not be relied upon as having been
authorized by FDX Corporation or the Underwriters. [FDX LOGO]
This prospectus does not constitute an offer to sell, or
the solicitation of an offer to buy, the securities in any
jurisdiction where, or to any person to whom it is
unlawful to make such offer or solicitation. Neither $1,000,000,000
the delivery of this prospectus nor any sale made
hereunder shall, under any circumstances, create an
implication that there has not been any change in the
facts set forth in this prospectus or in the affairs of
FDX Corporation since the date hereof. Common Stock
---------------------- ----------------------
PROSPECTUS
TABLE OF CONTENTS
----------------------
Page
----
About Our Company.....................................2
Where You Can Find More Information...................2
Risk Factors..........................................3
Use of Proceeds.......................................3
Description of Common Stock...........................3
Plan of Distribution..................................5
Legal Matters.........................................6
Experts...............................................6 ________, 1999
=========================================================== ================================================
</TABLE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following are the estimated expenses of the issuance and distribution
of the securities (other than underwriting discounts and commissions) being
registered, all of which will be paid by FDX Corporation:
SEC Registration Fee........................................ $ 278,000
Printing and Engraving...................................... 25,000
Fees of Transfer Agent and Registrar........................ 10,000
Attorneys' Fees and Expenses................................ 75,000
Trustees' Fees.............................................. 20,000
Accounting Fees and Expenses................................ 20,000
Blue Sky Fees and Expenses.................................. 5,000
Rating Agency Fees.......................................... 125,000
Miscellaneous............................................... 50,000
----------
Total.................................................. $ 608,000
==========
All of the above amounts, other than the SEC Registration Fee, are
estimated.
Item 15. Indemnification of Directors and Officers
(a) Reference is made to Section 145 of the Delaware General
Corporation Law ("DGCL") as to indemnification by the Registrant of
officers and directors.
(b) Section 13 of Article III of the by-laws of the Registrant
provides for indemnification of directors as follows:
Section 13. The corporation shall indemnify to the full extent
authorized or permitted by the General Corporation Law of the
State of Delaware any person made, or threatened to be made, a
party to any threatened, pending or completed action, suit or
proceeding (whether civil, criminal, administrative or
investigative) by reason of the fact that he, his testator or
intestate is or was a director of the corporation or serves or
served as a director, officer, employee or agent of any other
enterprise at the request of the corporation.
Section 18 of Article V of the by-laws of the Registrant provides for
indemnification of officers as follows:
Section 18. The corporation shall indemnify to the full extent
authorized or permitted by the General Corporation Law of the
State of Delaware any person made, or threatened to be made, a
party to any threatened, pending or completed action, suit or
proceeding (whether civil, criminal, administrative or
investigative) by reason of the fact that he, his testator or
intestate is or was an officer or Managing Director of the
corporation or serves or served as a director, officer,
employee or agent of any other enterprise at the request of the
corporation.
(c) The Underwriting Agreements filed as Exhibits 1(a), 1(b) and 1(c)
to this registration statement provide, under certain circumstances, for
indemnification for the Registrant and certain other persons against
certain liabilities.
II-1
<PAGE>
(d) The Registrant has purchased insurance designed to protect the
Registrant and its directors and officers against losses arising from
certain claims, including claims under the Securities Act of 1933, as
amended.
Item 16. Exhibits
1(a) Form of Underwriting Agreement relating to debt securities.*
1(b) Intentionally omitted.
1(c) Form of Underwriting Agreement relating to common stock.*
4(a) Form of Indenture between the Registrant and The First National Bank
of Chicago, as Trustee.*
4(b) Form of debt security (included in Exhibit 4(a)).*
4(c) Form of Guarantee (included in Exhibit 4(a)).*
5 Opinion of George W. Hearn, Corporate Vice President and Corporate
Counsel of the Registrant, relating to the debt securities and common
stock.
12 Computation of Ratio of Earnings to Fixed Charges (Filed as Exhibit
12.1 to FDX's FY99 Third Quarter Report on Form 10-Q, Commission File
No. 333-39483, and incorporated herein by reference).
15 Letter of Arthur Andersen LLP, independent public accountants.
23(a) Consent of George W. Hearn (included in Exhibit 5).
23(b) Consent of Arthur Andersen LLP, independent public accountants.
23(c) Consent of Ernst & Young LLP, independent auditors.
24 Power of Attorney (included in the signature page to the registration
statement).*
25 Form T-1 Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of The First National Bank of Chicago, as Trustee.*
- -------------------
* Filed previously.
Item 17. Undertakings
The undersigned Registrant hereby undertakes:
(a) (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in
the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
II-2
<PAGE>
securities offered would not exceed that which was registered) and
any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with
the Commission pursuant to Rule 424(b) under the Securities Act of
1933 if, in the aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the
effective registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, the paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at the time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in this registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions referred to in Item 15 of
this registration statement, or otherwise, the Registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
post-effective amendment to the registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Memphis,
State of Tennessee, on this 5th day of May, 1999.
FDX CORPORATION
By: /s/ James S. Hudson
-----------------------------------
Name: James S. Hudson
Title: Corporate Vice President
-- Strategic Financial
Planning and Control
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Alan B. Graf, Jr. and James S. Hudson, and each of them, his or her true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) and supplements to this registration statement, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, and hereby grants to such
attorneys-in-fact and agents, full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
post-effective amendment to the registration statement has been signed by the
following persons in the capacities and on the dates indicated.
<TABLE>
Signature Capacity Date
- ---------------------------------- --------------------------------------- -----------
<S> <C> <C>
/s/ Frederick W. Smith* Chairman of the Board, President and May 5, 1999
- --------------------------------- Chief Executive Officer (Principal
Frederick W. Smith Executive Officer) and Director
/s/ Alan B. Graf, Jr.* Executive Vice President and Chief May 5, 1999
- --------------------------------- Financial Officer (Principal Financial
Alan B. Graf, Jr. Officer)
/s/ James S. Hudson Corporate Vice President-- Strategic May 5, 1999
- --------------------------------- Financial Planning and Control
James S. Hudson (Principal Accounting Officer)
/s/ Robert H. Allen* Director May 5, 1999
- ---------------------------------
Robert H. Allen
<PAGE>
Signature Capacity Date
- ---------------------------------- --------------------------------------- -----------
<S> <C> <C>
/s/ Robert L. Cox* Director May 5, 1999
- ---------------------------------
Robert L. Cox
/s/ Ralph D. DeNunzio* Director May 5, 1999
- ---------------------------------
Ralph D. DeNunzio
/s/ Judith L. Estrin* Director May 5, 1999
- ---------------------------------
Judith L. Estrin
/s/ Philip Greer* Director May 5, 1999
- ---------------------------------
Philip Greer
/s/ J.R. Hyde, III* Director May 5, 1999
- ---------------------------------
J.R. Hyde, III
/s/ Charles T. Manatt* Director May 5, 1999
- ---------------------------------
Charles T. Manatt
/s/ George J. Mitchell* Director May 5, 1999
- ---------------------------------
George J. Mitchell
/s/ Jackson W. Smart, Jr.* Director May 5, 1999
- ---------------------------------
Jackson W. Smart, Jr.
/s/ Joshua I. Smith* Director May 5, 1999
- ---------------------------------
Joshua I. Smith
/s/ Paul S. Walsh* Director May 5, 1999
- ---------------------------------
Paul S. Walsh
/s/ Peter S. Willmott* Director May 5, 1999
- ---------------------------------
Peter S. Willmott
* By: /s/ James S. Hudson Attorney-in-fact May 5, 1999
----------------------------
James S. Hudson
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
post-effective amendment to the registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Memphis,
State of Tennessee, on this 5th day of May, 1999.
FEDERAL EXPRESS CORPORATION
By: /s/ Michael W. Hillard
---------------------------------
Name: Michael W. Hillard
Title: Vice President and Controller
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Alan B. Graf, Jr. and Michael W. Hillard, and each of them, his or her true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) and supplements to this registration statement, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, and hereby grants to such
attorneys-in-fact and agents, full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
post-effective amendment to the registration statement has been signed by the
following persons in the capacities and on the dates indicated.
<TABLE>
Signature Capacity Date
- ---------------------------------- --------------------------------------- -----------
<S> <C> <C>
/s/ Frederick W. Smith* Chairman of the Board and Director May 5, 1999
- ---------------------------------
Frederick W. Smith
/s/ Alan B. Graf, Jr.* Director May 5, 1999
- ---------------------------------
Alan B. Graf, Jr.
/s/ Theodore L. Weise* President, Chief Executive Officer and May 5, 1999
- --------------------------------- Director (Principal Executive Officer)
Theodore L. Weise
/s/ Kenneth R. Masterson* Director May 5, 1999
- -------------------------------
Kenneth R. Masterson
/s/ T. Michael Glenn* Director May 5, 1999
- -------------------------------
T. Michael Glenn
<PAGE>
Signature Capacity Date
- ---------------------------------- --------------------------------------- -----------
<S> <C> <C>
/s/ Dennis H. Jones* Director May 5, 1999
- -------------------------------
Dennis H. Jones
/s/ David J. Bronczek* Executive Vice President, Chief May 5, 1999
- ------------------------------- Operating Officer and Director
David J. Bronczek
/s/ George W. Hearn* Director May 5, 1999
- -------------------------------
George W. Hearn
/s/ Scott E. Hansen* Director May 5, 1999
- -------------------------------
Scott E. Hansen
/s/ Michael W. Hillard Vice President and Controller (Principal May 5, 1999
- ------------------------------- Accounting Officer)
Michael W. Hillard
/s/ Tracy G. Schmidt* Senior Vice President and Chief May 5, 1999
- ------------------------------- Financial Officer (Principal Financial
Tracy G. Schmidt Officer)
* By: /s/ Michael W. Hillard Attorney-in-fact May 5, 1999
-------------------------
Michael W. Hillard
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibits Exhibit Description
- -------- -------------------
1(a) Form of Underwriting Agreement relating to debt securities.*
1(b) Intentionally omitted.
1(c) Form of Underwriting Agreement relating to common stock.*
4(a) Form of Indenture between the Registrant and The First National Bank
of Chicago, as Trustee.*
4(b) Form of Debt Security (included in Exhibit 4(a)).*
4(c) Form of Guarantee (included in Exhibit 4(a)).*
5 Opinion of George W. Hearn, Corporate Vice President and Corporate
Counsel of the Registrant, relating to the debt securities and common
stock.
12 Computation of Ratio of Earnings to Fixed Charges (Filed as Exhibit
12.1 to FDX's FY99 Third Quarter Report on Form 10-Q, Commission File
No. 333-39483, and incorporated herein by reference).
15 Letter of Arthur Andersen LLP, independent public accountants.
23(a) Consent of George W. Hearn (included in Exhibit 5).
23(b) Consent of Arthur Andersen LLP, independent public accountants.
23(c) Consent of Ernst & Young LLP, independent auditors.
24 Power of Attorney (included in the signature page to the registration
statement).*
25 Form T-1 Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of The First National Bank of Chicago, as Trustee.*
- -------------------
* Filed previously.
Exhibit 5
[FDX letterhead]
May 5, 1999
FDX Corporation
6075 Poplar Avenue
Memphis, Tennessee 38119
Ladies and Gentlemen:
I am Corporate Vice President and Corporate Counsel of FDX Corporation
(the "Company") and have acted as such in connection with the preparation and
filing of a Registration Statement on Form S-3, as amended (the "Registration
Statement") and the two prospectuses contained therein (collectively, the
"Prospectuses") with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"). The Registration
Statement relates to:
(i) Debt Securities, to be issued in one or more series in an aggregate
principal amount of up to $1 billion pursuant to a Trust Indenture (the "Trust
Indenture") to be entered into between the Company and The First National Bank
of Chicago, as Trustee; or
(ii) Common Stock of the Company, to be issued in an aggregate amount of
up to $1 billion.
In connection with the opinions expressed below, I or attorneys under my
supervision have examined originals, or copies certified to my satisfaction, of
such agreements, documents, certificates and statements of government officials
and other papers as we have deemed necessary or advisable as a basis for such
opinions. In such examination we have assumed the genuineness of all signatures
and the authenticity of all documents submitted to us as originals, and the
conformity with the originals of all documents submitted to us as copies. I or
attorneys under my supervision have also examined the form of Trust Indenture
filed with the Securities and Exchange Commission.
Based upon the foregoing, it is my opinion that:
1. The Company is a corporation duly organized and validly existing in
good standing under the laws of the State of Delaware and is duly authorized to
carry on the business in which it is engaged.
<PAGE>
2. The execution and delivery by the Company of the Trust Indenture has
been duly authorized by the Company.
3. Subject to (i) the determination of the terms of the Debt Securities in
accordance with the Trust Indenture, (ii) the issuance, sale, authentication
and delivery of the Debt Securities as contemplated by the Trust Indenture and
the underwriting agreement for debt securities in substantially the form filed
as Exhibit 1(a) to the Registration Statement, and (iii) the Registration
Statement being declared effective, the Debt Securities, when issued and sold,
will be legally issued and the valid and binding obligations of the Company
enforceable in accordance with their terms, except as enforceability may be
limited by bankruptcy, insolvency, reorganization, moratorium or similar laws
or equitable principals relating to or limiting creditors rights generally.
4. The Common Stock will be legally issued, fully paid and non-assessable
when issued and sold and paid for on the terms contemplated by the underwriting
agreement for Common Stock in substantially the forms filed as Exhibit 1(b) to
the Registration Statement.
I do not find it necessary for purposes of this opinion and, accordingly,
do not purport to cover herein the application of the "Blue Sky" or securities
laws of the various states to the sales of the Debt Securities or the Common
Stock.
I am qualified to practice law in the State of Tennessee and I do not
purport to be an expert on, or to express any opinion herein concerning, any
laws other than the laws of the State of Tennessee, the corporate laws of the
State of Delaware and the federal laws of the United States.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me under the heading "Legal
Matters" in the Prospectuses and in any subsequently filed Prospectus
Supplements. In giving such consent, I do not admit that I am in the category
of persons whose consent is required under Section 7 of the Securities Act.
Sincerely,
FDX CORPORATION
/s/ George W. Hearn
-------------------------------
George W. Hearn
Corporate Vice President and
Corporate Counsel
Exhibit 15
[ARTHUR ANDERSEN LETTERHEAD]
April 29, 1999
FDX Corporation:
We are aware that FDX Corporation and Federal Express Corporation have
incorporated by reference in this Post-Effective Amendment No. 1 to Form S-3
Registration Statement their Form 10-Q's for the quarters ended August 31,
1998, November 30, 1998 and February 28, 1999, which include our reports dated
September 23, 1998, December 16, 1998 and March 17, 1999, respectively,
covering the unaudited interim financial information contained therein.
Pursuant to Regulation C of the Securities Act of 1933, those reports are not
considered a part of the registration statement prepared or certified by our
firm or a report prepared or certified by our firm within the meaning of
Sections 7 and 11 of the Act.
Very truly yours,
Arthur Andersen LLP
/s/ Arthur Andersen LLP
Exhibit 23(b)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Post-Effective Amendment No. 1 to Form S-3 registration
statement to be filed with the Securities and Exchange Commission on May 5,
1999, of our reports dated July 8, 1998, included or incorporated by reference
in the Form 10-K filings for the year ended May 31, 1998 of FDX Corporation and
Federal Express Corporation, and to all references to our firm included in this
registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Memphis, Tennessee
April 29, 1999
Exhibit 23(c)
Consent of Independent Auditors
We consent to the incorporation by reference in Post-Effective Amendment No. 1
to the Registration Statement (Form S-3 No. 333-74701) pertaining to FDX
Corporation of our report dated January 23, 1997 (except for Note K as to which
the date is March 27, 1997) with respect to the consolidated financial
statements of Caliber System, Inc. as of December 31, 1996 and for the two
years in the period then ended included in FDX Corporation's Annual Report
(Form 10-K) for the year ended May 31, 1998.
/s/ Ernst & Young LLP
Ernst & Young LLP
Akron, Ohio
April 29, 1999
