File No. 005-07933
As filed with the Securities and Exchange Commission on February 7, 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. 5)
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. 5 ("Amendment No. 5") 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, Amendment No. 3 to the Schedule
14D-1 filed with the Commission on December 27, 1999 and Amendment No. 4 to the
Schedule 14D-1 filed with the Commission on January 5, 2000, 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. 5 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:
The European Commission cleared the Offer on February 7, 2000.
Item 11. Material to be Filed as Exhibits.
Item 11 is hereby amended and supplemented to add the following exhibit:
(a)(12) Text of Joint Press Release issued by Parent and the Company on February
7, 2000.
<PAGE>
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: February 7, 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/ Dr. Rainer Brandl
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Name: Dr. Rainer Brandl
Title: Director of Financial Statements
and Accounting
<PAGE>
EXHIBIT INDEX
Exhibit No.
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(a)(12) Text of Joint Press Release issued by Parent and the Company on
February 7, 2000.
Exhibit (a)(12)
FOR IMMEDIATE RELEASE
Deutsche Post and Air Express International
Announce Receipt of Clearance by European Commission
Bonn, Germany/ Darien, CT -- February 7, 2000 -- Deutsche Post AG and Air
Express International Corporation (NASDAQ: AEIC) announced today that the
European Commission has cleared Deutsche Post's acquisition of Air Express
International Corporation.
As previously announced, Deutsche Post's tender offer to purchase all
outstanding shares of Air Express International will expire at 12:00 midnight,
New York time, on Wednesday, February 9, 2000, 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. All necessary U.S. and
European Commission regulatory approvals have now been obtained.
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.
