File No. 005-07933
As filed with the Securities and Exchange Commission on December 27, 1999
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section
14(d)(1) of the Securities Exchange Act of 1934
(Amendment No. 3)
AIR EXPRESS INTERNATIONAL CORPORATION
(Name of Subject Company)
DEUTSCHE POST AG
DP ACQUISITION CORPORATION
a wholly-owned subsidiary of
DEUTSCHE POST AG
(Bidders)
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Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
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009104100
(Cusip Number)
Dr. Klaus Engelen
Deutsche Post AG
Heinrich-von-Stephan-Str. 1
53175 Bonn, Germany
Telephone: 011-49-228-182-3600
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications on Behalf of Bidders)
Copies to:
Christopher Mayer
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
Telephone: (212) 450-4000
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<PAGE>
This Amendment No. 3 ("Amendment No. 3") amends and supplements the Tender
Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") originally filed on
November 19, 1999 by Deutsche Post AG, a German corporation ("Parent"), and DP
Acquisition Corporation ("Purchaser"), a Delaware corporation and a
wholly-owned subsidiary of Parent, as amended by Amendment No. 1 to the
Schedule 14D-1 filed with the Commission on November 23, 1999, and Amendment
No. 2 to the Schedule 14D-1 filed with the Commission on December 17, 1999,
relating to the offer by Purchaser to purchase all outstanding shares of common
stock, par value $0.01 per share (the "Shares"), of Air Express International
Corporation, a Delaware corporation (the "Company"), at a price of $33.00 per
Share, net to the seller in cash, upon the terms and subject to the conditions
set forth in the Offer to Purchase dated November 19, 1999 (the "Offer to
Purchase") and in the related Letter of Transmittal.
All capitalized terms used in this Amendment No. 3 without definition have
the meanings attributed to them in the Schedule 14D-1.
The items of the Schedule 14D-1 set forth below are hereby amended and
supplemented as follows:
Item 10. Additional Information
Item 10(b)-(c) is hereby amended and supplemented by addition to the end
thereof the following:
The waiting period under the HSR Act applicable to the purchase of the
Shares pursuant to the Offer expired at 11:59 p.m. on December 24, 1999. A copy
of the joint press release, dated December 27, 1999, issued by Parent and the
Company announcing the expiration of the waiting period is attached hereto as
Exhibit (a)(10) and is incorporated by reference.
Item 11. Material to be Filed as Exhibits.
Item 11 is hereby amended and supplemented to add the following exhibit:
(a)(10) Text of Joint Press Release issued by Parent and the Company on
December 27, 1999.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: December 27, 1999
DP ACQUISITION CORPORATION
By: /s/ Dr. Klaus Engelen
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Name: Dr. Klaus Engelen
Title: General Counsel, Executive Vice
President and Secretary
DEUTSCHE POST AG
By: /s/ Dr. Bernd Boecken
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Name: Dr. Bernd Boecken
Title: Director of Finance
By: /s/ Dr. Klaus Engelen
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Name: Dr. Klaus Engelen
Title: General Counsel
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EXHIBIT INDEX
Exhibit No.
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(a)(10) Text of Joint Press Release issued by Parent and the Company
on December 27, 1999.
Exhibit (a)(10)
FOR IMMEDIATE RELEASE
Deutsche Post and Air Express International
Announce Expiration of Hart-Scott-Rodino Waiting Period
Frankfurt, Germany/ Darien, CT-- December 27, 1999 -- Deutsche Post AG and
Air Express International Corporation (NASDAQ: AEIC) announced today that the
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act
applicable to Deutsche Post's offer to purchase all outstanding shares of
common stock of Air Express International Corporation expired at 11:59 p.m.
on December 24, 1999.
As previously announced, the expiration date (and withdrawal rights) for
the offer to purchase has been extended until 12:00 midnight, New York City
time, on Wednesday, February 9, 2000. The offer to purchase will expire on that
date unless further extended.
The offer was extended to provide additional time to obtain necessary
regulatory approvals for the transaction, including approvals in the United
States and under the European Commission's regulations. Deutsche Post is
hopeful that such approvals will be obtained by early February.
However, no assurances can be given.
For additional information, please contact Deutsche Banc Alex. Brown, the
Dealer Manager for the offer, at 212-250-6000 (call collect) or Georgeson
Shareholder Communications Inc., the Information Agent, at 800-223-2064.
