===============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
SCHEDULE TO/A
(RULE 14d-100)
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of
the Securities Exchange Act of 1934
(Amendment No. 2)
AMERICAN FREIGHTWAYS
CORPORATION
(Name of Subject Company)
FDX, INC.
FEDEX CORPORATION
(Name of Filing Persons - Offeror)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
-----------------------
02629V108
(Cusip Number of Class of Securities)
KENNETH R. MASTERSON
FedEx Corporation
942 South Shady Grove Road
Memphis, TN 38120
Telephone: (901) 818-7200
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Filing Persons)
Copies to:
Dennis S. Hersch
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
Telephone: (212) 450-4000
CALCULATION OF FILING FEE
Transaction valuation* Amount of filing fee**
---------------------- ----------------------
$458,332,639 $91,667
*Estimated for purposes of calculating the amount of the filing fee only. The
amount assumes the purchase of a total of 16,293,375 shares of the outstanding
Common Stock, par value $0.01 per share, at a price per Share of $28.13 in
cash. Such number of Shares represents approximately 50.1% of the shares of
American Freightways Corporation outstanding as of November 10, 2000.
**Calculated as 1/50 of 1% of the transaction value. Fee was paid on November
20, 2000.
[ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid:_____________ Filing Party:_____________________________
Form or Registration No.:___________ Date Filed: ______________________________
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
<PAGE>
Check the appropriate boxes below to designate any transactions to which the
statement relates:
|X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer. [ ]
===============================================================================
<PAGE>
AMENDMENT NO. 2 TO SCHEDULE TO
This Amendment No. 2 to the Tender Offer Statement on Schedule TO amends
and supplements the Tender Offer Statement on Schedule TO originally filed with
the Securities and Exchange Commission on November 20, 2000 and subsequently
amended (the "Schedule TO") relating to an offer by FedEx Corporation, a
Delaware corporation ("Parent"), and FDX, Inc., a Delaware corporation
("Purchaser") and a wholly-owned subsidiary of Parent, to purchase up to 50.1%
of the outstanding shares of common stock, par value $.01 per share, and
associated rights (the "Shares"), of American Freightways Corporation, an
Arkansas corporation ("Company"), at $28.13 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 20, 2000 (the "Offer to Purchase"), and in the related
Letter of Transmittal. Copies of the Offer to Purchase and the Letter of
Transmittal are attached as Exhibits (a)(1) and (a)(2), respectively, to the
Schedule TO.
The information set forth in the Offer to Purchase and related Letter of
Transmittal, including all schedules and annexes thereto, is hereby expressly
incorporated herein by reference. Capitalized terms used and not defined herein
shall have the meanings set forth in the Offer to Purchase.
Item 1. Summary Term Sheet.
Item 1 of Schedule TO, the Summary Term Sheet, is amended as follows:
The first paragraph of the subsection entitled "When and how will I be
paid for my tendered shares?" of the Offer to Purchase is hereby amended and
restated in its entirety as follows:
"Subject to the terms and conditions of the Offer, we will pay for all
validly tendered and not withdrawn Shares promptly after the Expiration Date,
subject to the satisfaction or waiver of the conditions to the Offer, as set
forth in "The Offer - Conditions to the Offer." We do, however, reserve the
right, in our sole discretion and subject to applicable law, to delay payment
for Shares if necessary to obtain any required regulatory approvals."
Item 4. Terms of the Transaction.
Item 4 of the Schedule TO is amended as follows:
1. The fourth paragraph of the subsection entitled "The Offer - Terms of
the Offer; Expiration Date" is hereby amended and restated in its entirety as
follows:
"The Offer is subject to the conditions set forth in the "The Offer -
Conditions to the Offer", which includes, among other things, satisfaction of
the Minimum Condition and the expiration or termination of the waiting period
applicable to our acquisition of Shares pursuant to the Offer under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR
Act"). If any such condition is not satisfied, we may (a) terminate the Offer
and return all tendered Shares; or (b) extend the Offer and, subject to certain
conditions and to your withdrawal rights as set forth in "The Offer -
Withdrawal Rights", retain all Shares until the expiration of the Offer as so
extended; or (c) waive the Minimum Condition and, subject to any requirement to
extend the period of time during which the Offer is open, purchase all Shares
validly tendered prior to the Expiration Date and not withdrawn or delay
acceptance for payment or payment for Shares, subject to applicable law, until
satisfaction or waiver of those conditions to the Offer relating to regulatory
approvals. For a description of our right to extend, amend, delay or terminate
the Offer, see "The Offer - Extension of the Tender Period; Termination;
Amendment", and "The Offer - Conditions to the Offer."
2. The first two sentences of the first paragraph of the subsection
entitled "The Offer - Acceptance for Payment and Payment" of the Offer to
Purchase are hereby amended and restated in their entirety as follows:
"Upon the terms and subject to the conditions of the Offer, we will accept
for payment and pay for all Shares validly tendered prior to the Expiration
Date and not withdrawn promptly after the Expiration Date, subject to the
satisfaction or waiver of the conditions set forth in "the Offer - Conditions
to the Offer." In addition, we reserve the
<PAGE>
right, subject to compliance with Rule 14e-1(c) under the Exchange Act, to
delay the acceptance for payment or payment for Shares if necessary to obtain
any required regulatory approvals."
Item 7. Source and Amount of Funds or Other Consideration.
Item 7 of the Schedule TO is amended as follows:
1. The second paragraph of the subsection entitled "The Offer - Source and
Amount of Funds" of the Offer to Purchase is deleted and the following is
substituted in lieu thereof:
"On December 13, 2000, FedEx entered into a credit agreement with certain
lenders and The Chase Manhattan Bank, as administrative agent. Under the terms
of this agreement, the lenders have agreed to provide loans of up to $750
million on a revolving basis (the "New Facility"). Borrowings under the New
Facility are unsecured and will bear interest at a rate per annum generally
determined by maturities selected and prevailing market conditions. Any loans
under the New Facility mature on December 12, 2001; however, FedEx may, at its
option, convert any loans outstanding on that date into a one-year term loan.
Certain subsidiaries of FedEx have guaranteed the payment of FedEx's obligations
under the New Facility. The credit agreement relating to the New Facility
contains representations and warranties and covenants that are substantially
similar to those in FedEx's existing $1 billion credit agreement (the "Existing
Facility" and together with the New Facility, the "Facilities") and otherwise
customary to revolving credit facilities of this nature.
The New Facility will provide, together with the Existing Facility,
liquidity support for the issuance of commercial paper by FedEx. Commercial
paper borrowings by FedEx are backed by unused commitments under the Facilities
and reduce the amounts available to borrow thereunder. If it chooses, FedEx also
may use proceeds of loans under the New Facility to refinance any existing
indebtedness of the Company and for general corporate purposes and working
capital.
FedEx currently contemplates that the New Facility will be used only to
backstop its commercial paper program and that it will not make any borrowings
under the New Facility. FedEx has not yet determined how future loans, if any,
under the New Facility would be repaid. Decisions regarding any repayments will
be made by FedEx based upon its review from time to time of such factors as
prevailing interest rates and financial and other market conditions."
Item 12. Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented by adding
the following:
(b)(2) Credit Agreement among FedEx Corporation, the Lenders, Commerzbank
AG, as Syndication Agent, Bank of America, N.A., as Documentation Agent, The
Chase Manhattan Bank, as Administrative Agent, and Chase Securities Inc., as
Lead Arranger and Book Manager, dated as of December 13, 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.
FEDEX CORPORATION
/s/ Kenneth R. Masterson
------------------------------------------------
(Signature)
Kenneth R. Masterson, Executive Vice President,
General Counsel and Secretary
------------------------------------------------
(Name and Title)
December 15, 2000
------------------------------------------------
(Date)
FDX, INC.
/s/ Kenneth R. Masterson
------------------------------------------------
(Signature)
Kenneth R. Masterson, President
------------------------------------------------
(Name and Title)
December 15, 2000
------------------------------------------------
(Date)
<PAGE>
EXHIBIT INDEX
Exhibit No.
-----------
(a)(1) Offer to Purchase dated November 20, 2000.*
(a)(2) Letter of Transmittal (including Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9).*
(a)(3) Notice of Guaranteed Delivery.*
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.*
(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.*
(a)(6) Form of summary advertisement dated November 20, 2000.*
(b)(1) Commitment Letter from The Chase Manhattan Bank dated November
10, 2000.*
(b)(2) Credit Agreement among FedEx Corporation, the Lenders,
Commerzbank AG, as Syndication Agent, Bank of America, N.A., as
Documentation Agent, The Chase Manhattan Bank, as
Administrative Agent, and Chase Securities Inc., as Lead
Arranger and Book Manager, dated as of December 13, 2000.
(d)-(1) Agreement and Plan of Merger among Parent, Purchaser
and the Company dated as of November 12, 2000.*
(d)-(2) Irrevocable Proxy and Voting Agreement among Parent and certain
shareholders of the Company dated as of November 12 12, 2000.*
(d)-(3) Confidentiality Agreement between Parent and the Company dated
September 21, 2000.*
(d)-(4) Confidentiality Agreement between Parent and the Company dated
September 21, 2000.*
(g) Not applicable
(h) Not applicable
* Filed with the Schedule TO on November 20, 2000.
