File No. 005-07933
As filed with the Securities and Exchange Commission on January 5, 2000
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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. 4)
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. 4 ("Amendment No. 4") 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, Amendment No. 2 to the Schedule 14D-1
filed with the Commission on December 17, 1999, and Amendment No. 3 to the
Schedule 14D-1 filed with the Commission on December 27, 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. 4 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 adding to the end
thereof the following:
On December 22, 1999, the Department of Transportation approved the
Company's application to register as a foreign air freight forwarder under Part
297 of the Department's Economic Regulations. On December 27, 1999, CFIUS
determined that there are no issues of national security sufficient to warrant
an investigation under the Exon-Florio Provision. A copy of the joint press
release, dated January 5, 2000, issued by Parent and the Company announcing the
receipt of all required U.S. regulatory approvals is attached hereto as Exhibit
(a)(11) 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)(11) Text of Joint Press Release issued by Parent and the Company on
January 5, 2000.
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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: January 5, 2000
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. Klaus Engelen
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Name: Dr. Klaus Engelen
Title: General Counsel
By: /s/
-------------------------------------
Name:
Title:
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EXHIBIT INDEX
Exhibit No.
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(a)(11) Text of Joint Press Release issued by Parent and the Company on
January 5, 2000.
Exhibit (a)(11)
FOR IMMEDIATE RELEASE
Deutsche Post's Acquisition of
Air Express International
Clears U.S. Regulatory Approvals
Frankfurt, Germany/Darien, CT -- January 5, 2000 -- Deutsche Post AG and
Air Express International Corporation (NASDAQ: AEIC) announced today that
Deutsche Post's acquisition of Air Express International Corporation has
received all required U.S. regulatory approvals.
Clearance of the acquisition under the European Commission's antitrust
regulations is the only significant remaining regulatory approval. Deutsche Post
and AEI are hopeful that European Commission clearance will be obtained by early
February. However, no assurances can be given.
On November 19, 1999, Deutsche Post commenced an offer to purchase all
outstanding shares of AEI. The expiration date (and withdrawal rights) for the
offer to purchase is 12:00 midnight, New York City time, on Wednesday, February
9, 2000, unless the offer is extended.
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.
