File No. 005-07933
As filed with the Securities and Exchange Commission on December 17, 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. 2)
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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This Amendment No. 2 ("Amendment No. 2") 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, 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. 2 without definition have
the meanings attributed to them in the Schedule 14D-1.
The item of the Schedule 14D-1 set forth below is hereby amended and
supplemented as follows:
Item 11. Material to be Filed as Exhibits.
Item 11 is hereby amended and supplemented to add the following exhibit:
(a)(9) Text of Press Release issued by Parent and Purchaser on
December 16, 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 17, 1999
DP ACQUISITION CORPORATION
By: /s/ Renato Chiavi
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Name: Renato Chiavi
Title: President
DEUTSCHE POST AG
By: /s/ Dr. Bernd Boecken
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Name: Dr. Bernd Boecken
Title: Director of Finance
By: /s/ Dr. Heinrich Brakmann
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Name: Dr. Heinrich Brakmann
Title: Corporate Treasurer
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EXHIBIT INDEX
Exhibit No.
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(a)(9) Text of Press Release issued by Parent and Purchaser on
December 16, 1999.
Exhibit (a)(9)
FOR IMMEDIATE RELEASE
Deutsche Post
Extends the Expiration Date of Tender Offer
for Shares of Air Express International
Frankfurt, Germany -- December 16, 1999 -- DP Acquisition Corporation, a
wholly-owned subsidiary of Deutsche Post AG, announced today that it has
extended the expiration date (and withdrawal rights) of its offer to purchase
all outstanding shares of common stock of Air Express International Corporation
(NASDAQ: AEIC), a Delaware corporation, to 12:00 midnight, New York City time,
on Wednesday, February 9, 2000, unless further extended.
The offer is being 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.
Prior to the extension, the offer was to expire at 12:00 midnight, New York
City time, on December 17, 1999. Except for the extension of the expiration
date, the terms and conditions remain as set forth in the Offer to Purchase and
related Letter of Transmittal dated November 19, 1999. As of 5:00 p.m., New York
City time, on December 15, 1999, 8,145,743 shares have been tendered.
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.
