===============================================================================
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. 3)
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. 3 TO SCHEDULE TO
This Amendment No. 3 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.
Item 11. Additional Information.
Item 11 of Schedule TO, which incorporates by reference the information
contained in the Offer to Purchase, is hereby amended and supplemented as
follows:
The subsection entitled "The Offer - Certain Legal Matters; Regulatory
Approvals. Legal Proceedings" of the Offer to Purchase is hereby amended and
supplemented by adding the following sentence to the end thereof:
"On December 5, 2000, the Chancery Court granted plaintiffs' motion
to withdraw the complaint."
<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 19, 2000
---------------------------------------
(Date)
FDX, INC.
/s/ Kenneth R. Masterson
---------------------------------------
(Signature)
Kenneth R. Masterson, President
---------------------------------------
(Name and Title)
December 19, 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, 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.
