SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): October 5, 1997
Caliber System, Inc.
(Exact name of registrant as specified in its charter)
Ohio 0-10716 34-1365496
(State or Other (Commission File (IRS Employer
Jurisdiction Number) Identification Number)
of Incorporation)
3925 Embassy Parkway, Akron, Ohio 44333
(Address of principal executive offices) (Zip Code)
(330) 665-5646
(Registrant's telephone number, including area code)
None
(Former Name or Former Address, if Changed Since Last Report)
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INTRODUCTION
Caliber System, Inc. ("Caliber") hereby amends and supplements
its Current Report on Form 8-K (the "Form 8-K"), originally filed on
October 9, 1997 with respect to, among other things, the Agreement
and Plan of Merger (the "Merger Agreement") dated October 5, 1997
among Federal Express Corporation, Caliber System, Inc., Fast Holding
Inc., Fast Merger Sub Inc. and Tires Merger Sub Inc.
Item 5 of the Form 8-K is hereby amended and supplemented by
adding the following text at the end thereof:
Attached as Exhibit 99.3 is corrected page 51 of the Merger
Agreement, marked to show such corrections.
Item 7(c)Exhibits
Item 7(c) of the Form 8-K is hereby amended and supplemented by
adding the following text thereto:
99.3 Corrected page 51 of the Agreement and Plan of Merger dated
October 5, 1997 among Federal Express Corporation, Caliber
System, Inc., Fast Holding Inc., Fast Merger Sub Inc. and
Tires Merger Sub Inc., marked to show such corrections.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
CALIBER SYSTEM, INC.
(Registrant)
Date: October 16, 1997 By: /s/ John E. Lynch
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(Signature)
Name: John E. Lynch
Title: Vice President, General
Counsel and Secretary
<PAGE>
EXHIBIT INDEX
Exhibit Description
*99.1 Press release dated October 6, 1997 announcing the
signing of an agreement pursuant to which Caliber
System, Inc. will be acquired by Federal Express
Corporation.
*99.2 Agreement and Plan of Merger dated October 5, 1997
among Federal Express Corporation, Caliber System,
Inc., Fast Holding Inc., Fast Merger Sub Inc. and Tires
Merger Sub Inc.
99.3 Corrected page 51 of the Agreement and Plan of Merger
dated October 5, 1997 among Federal Express
Corporation, Caliber System, Inc., Fast Holding Inc.,
Fast Merger Sub Inc. and Tires Merger Sub Inc., marked
to show such corrections.
* Previously filed
EXHIBIT 99.3
SECTION 10.04. Expenses. (a) Except as otherwise provided in this
Section, all costs and expenses incurred in connection with this
Agreement shall be paid by the party incurring such cost or expense.
(b) The Company agrees to pay Buyer in immediately available
funds by wire transfer an amount equal to
(i) $50,000,000 promptly, but in no event later than two
business days, after the termination of this Agreement as a
result of the occurrence of any of the events in (A) Section
9.01(d)*(ii)* or (B) Section 9.01(e); provided, however, that the
Company shall not be obligated to pay such amount if immediately
prior to the time such amount would otherwise be payable, the
condition set forth in Section 8.03(a) would not have been
satisfied; or
(ii) $100,000,000, promptly, but in no event later than two
business days, after the termination of this Agreement as a
result of the occurrence of any of the events set forth in
Section 9.01(h).
(c) In the event of a termination of this Agreement pursuant to
Section 9.01(d)*(ii)* or Section 9.01(e) when an Acquisition Proposal is
pending, the Company agrees to pay to Buyer in immediately available
funds by wire transfer an amount (in addition to the amounts specified
in Section 10.04(b)(i)) equal to $50,000,000 if, within 12 months of
such termination, the Company shall enter into an agreement providing
for, or there shall be consummated, a transaction which would
constitute an Acquisition Proposal. Such additional amount shall be
paid within two business days of the date such agreement is entered
into or such transaction is consummated, as the case may be.
(d) Buyer agrees to pay to the Company in immediately available
funds by wire transfer an amount equal to $50,000,000 promptly, but in
no event later than two business days, after the termination of this
Agreement as a result of the occurrence of any of the events set forth
in Section 9.01(d)*(i)*; provided, however, that Buyer shall not be
obligated to pay such amount if immediately prior to the time such
amount would otherwise be payable, the condition set forth in Section
8.02(a) would not have been satisfied.
SECTION 10.05. Successors and Assigns. The provisions of
this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns;
provided that no party may assign, delegate or otherwise transfer
any of its rights or obligations under this Agreement without the
consent of the other parties hereto; provided further that Buyer
may
* Corrections between asterisks
