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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FINAL AMENDMENT
TO
SCHEDULE TO
(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. 5 - Final Amendment)
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)
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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**
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$460,770,469 $92,155
*Estimated for purposes of calculating the amount of the filing fee only. The
amount represents the purchase of a total of 16,380,038 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 December 21, 2000.
**Calculated as 1/50 of 1% of the transaction value. Of this amount, $91,677
was paid on November 20, 2000. The balance of $488 was paid on December 29,
2000.
[X] 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: $91,677 Filing Party: FEDEX CORPORATION
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Form or Registration No.: 005-40826 Date Filed: NOVEMBER 20, 2000
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<PAGE>
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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.
[X] 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. [X]
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<PAGE>
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FedEx Corporation
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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7 SOLE VOTING POWER
16,380,043
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NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH 11,179,540
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9 SOLE DISPOSITIVE POWER
16,380,043
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10 SHARED DISPOSITIVE POWER
11,179,540
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,559,583
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
84.3%
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14 TYPE OF REPORTING PERSON
CO
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<PAGE>
FINAL AMENDMENT TO SCHEDULE TO
This Final Amendment 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, as amended (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.
Items 1 through 9, 11, and 12
Items 1 through 9, and 11 of the Schedule TO are hereby amended and
supplemented by adding the following:
"A total of 16,885,407 Shares were validly tendered and not withdrawn,
including Shares for which certificates were delivered to the Depositary
pursuant to the Offer's guaranteed delivery procedure. FDX has accepted for
payment 16,380,038 Shares. FedEx has been informed by the Depositary that the
final proration factor is 97.01%. Following purchase of the Shares, FedEx and
FDX will be the record owner of 16,380,043 Shares (or approximately 50.1% of the
outstanding Shares) and may be deemed the beneficial owner of 27,559,583 Shares
(or approximately 84.3% of the outstanding Shares) by virtue of the provisions
of the Voting Agreement. FedEx expects that the Merger will be completed on or
about February 9, 2001. On December 29, 2000, FedEx issued a press release, a
copy of which is filed as Exhibit (a)(8) hereto and is incorporated herein by
reference, announcing the final results of the Offer."
Item 12 is hereby amended and supplemented by adding the following:
EXHIBIT INDEX
(a)(8) Text of Press Release issued by Parent dated December 29, 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
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(Signature)
Kenneth R. Masterson, Executive Vice
President, General Counsel and Secretary
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(Name and Title)
December 29, 2000
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(Date)
FDX, INC.
/s/ Kenneth R. Masterson
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(Signature)
Kenneth R. Masterson, President
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(Name and Title)
December 29, 2000
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(Date)
<PAGE>
EXHIBIT INDEX
Exhibit No.
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(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.*
(a)(7) Text of Press Release issued by Parent dated December 22,
2000.***
(a)(8) Text of Press Release issued by Parent dated December 29,
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, 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.
** Filed with Amendment No. 2 to the Schedule TO on December 15, 2000.
*** Filed with Amendment No. 4 to the Schedule TO on December 22, 2000.
