File No. 005-07933
As filed with the Securities and Exchange Commission on February 10, 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. 6)
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. 6 ("Amendment No. 6") 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, Amendment No. 4 to the
Schedule 14D-1 filed with the Commission on January 5, 2000 and Amendment No. 5
to the Schedule 14D-1 filed with the Commission on February 7, 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. 6 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 6. Interest in Securities of the Issuer.
Item 6(a)-(b) is hereby amended and supplemented by adding to the end
thereof the following:
The Offer expired at 12:00 midnight, New York City time, on Wednesday,
February 9, 2000. Based on a preliminary count by the Depositary, as of
midnight, New York City time, on Wednesday, February 9, 2000, 32,301,523 Shares
(including 1,601,745 Shares subject to guarantees of or receipt of additional
documentation) were validly tendered pursuant to the Offer, representing
approximately 96% of the Shares outstanding. Pursuant to the Offer, Purchaser
has accepted for payment all such Shares validly tendered according to the terms
of the Offer.
Item 11. Material to be Filed as Exhibits.
Item 11 is hereby amended and supplemented to add the following exhibit:
(a)(13) Text of Press Release issued by Parent on February 10, 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: February 10, 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)(13) Text of Press Release issued by Parent on February 10, 2000.
Exhibit (a)(13)
FOR IMMEDIATE RELEASE
Deutsche Post Completes Tender Offer for
Air Express International
Basel, Switzerland/ Bonn, Germany -- February 10, 2000 -- Deutsche Post AG
announced today that its tender offer to purchase all outstanding shares of Air
Express International Corporation (NASDAQ: AEIC) at $33 per share in cash
expired at 12:00 midnight, New York City time on Wednesday, February 9, 2000.
Deutsche Post has accepted for payment all Air Express International shares
validly tendered and not withdrawn prior to the expiration of the offer.
Based on a preliminary count, approximately 32,301,523 shares of Air
Express International (approximately 96% of the outstanding shares) were
tendered. Payment for the shares accepted for payment is expected to be made
promptly.
On November 15, 1999, Deutsche Post announced that it had signed a
definitive merger agreement with Air Express International Corporation. As a
result of the merger, the shares of Air Express International that were not
acquired in the tender offer will be converted into the right to receive $33 per
share in cash, and Air Express International will become a wholly-owned
subsidiary of Deutsche Post. Deutsche Post plans to proceed promptly with the
steps necessary to complete the merger.
Air Express International will be integrated into the Intercontinental
Business Unit of Danzas, a subsidiary of Deutsche Post AG. Danzas
Intercontinental and Air Express International are both well established, world
class providers of integrated logistics services on a global basis. Danzas
Intercontinental/AEI will be number one in Air freight and become one of the top
5 companies around the world in Ocean freight forwarding. Both operate extensive
worldwide networks offering superior services. Combining the two networks will
enable Danzas Intercontinental/AEI with its more than 12,000 employees to
further expand geographic coverage and service offerings allowing it to serve
customers from a single source (one-stop shopping). The high service level is
based on a worldwide IT network.
For additional information, please contact Danzas Holding Ltd., Patrick
Kaiser, 44-61-268-7612, or Deutsche Post, Dr. Martin Dopychai/ U. Bensien,
44-228-182-9988.
