Filed by FedEx Corporation Pursuant to Rule 425
under the Securities Act of 1933
and deemed filed pursuant to Rule 14d-9 under
the Securities Exchange Act of 1934
Subject Company:American Freightways Corporation
Commission File No. 000-17570
Date: November 13, 2000
FWS Letter to American Freightways Employees
November 13, 2000
Dear American Freightways Associate:
On behalf of our 200,000 employees and contractors around the world, welcome to
the FedEx Corporation family of companies. We are excited to have you on our
team!
Your company will form a strategic partnership with Viking Freight, a member of
the FedEx team since 1998. Viking serves a well-established market in the
western U.S. and is recognized, as is American Freightways, as a top LTL
company in the industry. American Freightways and Viking will be sister
companies under a new FedEx LTL freight company.
American Freightways will continue to operate independently in the same markets
under the same name. We recognize the standards of excellence you have
maintained during your 18-year history, and we believe your expertise and
networks in the eastern and mid-western United States are vital to our combined
futures.
As the newest member of our FedEx team of companies, you will be part of one of
the most recognized brands in the world. The name "FedEx" is known across the
globe for speed, reliability, and customer service. Your management team has
worked carefully and diligently with us to ensure that our new relationship is
beneficial to both companies and their employees. We feel that having you on
the FedEx team will be an excellent fit in four ways:
It's a good fit for American Freightways and FedEx people. Both American
Freightways and FedEx share a strong commitment to their people, offering solid
rewards for good performance. FedEx has been consistently ranked as one of the
best places to work in America.
It's a good fit for customers. Both American Freightways and FedEx score high
on service--on doing whatever it takes to get the job done and to take care of
our customers. Most important, with this new relationship, FedEx and American
Freightways will now offer all our customers an additional
choice--regional/inter-regional LTL service, a cost-effective alternative that
caters to many customers' just-in-time delivery needs.
It's a good fit with our transportation networks. Through its operating
companies, FedEx offers global express delivery; North American ground delivery
including U.S. home delivery; and non-stop time-critical delivery in North
America and Europe. Now, with the new FedEx freight unit, the American
Freightways system, operating alongside Viking, will broaden our network and
service once again.
Finally, it's a good fit with our overall corporate strategy. One of our five
major strategies is to grow our freight and logistics capabilities. Our
customers look to FedEx
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to streamline their entire supply chain so that they can save time and money
and speed products to market. The addition of the regional LTL systems of
American Freightways and Viking is a major step in the fulfillment of this
long-term growth plan.
This association of American Freightways with FedEx Corporation is full of
tremendous opportunity but also tremendous challenge. In the next few days, you
will receive more information from your management team about this new
relationship and answers to some of your questions. Of course, there are still
more decisions to make, so please bear with us while we work on those. We will
communicate new information as it becomes available.
Included with this letter is an overview of FedEx Corporation and a brief
description of its vision, history and values.
Once again, I am pleased to welcome American Freightways associates to the
FedEx family. We appreciate the experience and know-how each of you brings to
your work at American Freightways. The future looks very bright for both our
organizations, and with everyone's commitment, enthusiasm and support, we can
remain the industry leader well into the 21st century.
Sincerely,
/s/ Frederick W. Smith
----------------------
Frederick W. Smith
Chairman, President and
Chief Executive Officer
Certain statements contained in this press release are "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995, such as statements relating to management's views with respect to
future events and financial performance and the proposed FedEx acquisition of
AF. Such forward-looking statements are subject to risks, uncertainties and
other factors, which could cause actual results to differ materially from
historical experience or from future results expressed or implied by such
forward-looking statements. Potential risks and uncertainties include, but are
not limited to, economic and competitive conditions in the markets where FedEx
operates, matching capacity to volume levels and other uncertainties detailed
from time to time in press releases and filings with the SEC by FedEx and its
subsidiaries.
ALL AF STOCKHOLDERS SHOULD READ THE TENDER OFFER STATEMENT CONCERNING THE
TENDER OFFER FOR SHARES OF AF COMMON STOCK THAT WILL BE FILED BY FEDEX
CORPORATION WITH THE SEC AND MAILED TO AF STOCKHOLDERS. THE TENDER OFFER
STATEMENT (INCLUDING THE OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND
OTHER OFFER DOCUMENTS) WILL CONTAIN IMPORTANT INFORMATION THAT AF STOCKHOLDERS
SHOULD READ CAREFULLY BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR
SHARES. AF stockholders will be able to obtain the tender offer statement, as
well as other filings containing information about FedEx Corporation and AF,
without charge, at the SEC's Internet site (http://www.sec.gov). In addition,
copies of the tender offer statement and other documents filed with the SEC by
FedEx Corporation may be obtained for free from FedEx by directing a request to
FedEx Corporation, 942 S. Shady Grove Road, Memphis, Tennessee 38120,
Attention: Investor Relations, telephone: (901) 818-7200.
ALL AF STOCKHOLDERS SHOULD READ THE PROXY STATEMENT/ PROSPECTUS CONCERNING THE
MERGER AND RELATED TRANSACTIONS THAT WILL BE FILED WITH THE SEC AND MAILED TO
AF STOCKHOLDERS. THE PROXY STATEMENT/PROSPECTUS WILL CONTAIN IMPORTANT
INFORMATION THAT AF STOCKHOLDERS SHOULD READ CAREFULLY BEFORE MAKING ANY
DECISION REGARDING
<PAGE>
THE MERGER AND RELATED TRANSACTIONS. AF stockholders will be able to obtain the
proxy statement/prospectus, as well as other filings containing information
about FedEx Corporation and AF without charge, at the SEC's Internet site
(http://www.sec.gov). In addition, the proxy statement/prospectus and other
documents filed with the SEC by AF may be obtained for free from American
Freightways Corporation, 2200 Forward Drive, Harrison, Arkansas 72601,
Attention: Investor Relations, telephone: (870) 741-9000.
FedEx and AF and their officers and directors may be deemed to be participating
in the solicitation of proxies from AF's stockholders with respect to the
merger and related transactions. Information regarding the officers and
directors of FedEx is included in the FedEx Proxy Statement for its 2000 Annual
Meeting of Stockholders filed with the SEC on August 14, 2000. Information
regarding the officers and directors of AF is included the AF Proxy Statement
for its 2000 Annual Meeting of Stockholders filed with the SEC on March 11,
2000. These documents are available free of charge at the SEC's Internet site
(http://www.sec.gov) or by contacting FedEx or AF at the addresses set forth
above.
<PAGE>
From a tiny air express company delivering packages only in the United States,
FedEx Corporation has evolved, since 1973, into a global powerhouse that meets
the world's transportation and logistics needs.
As the world has changed, FedEx Corporation has remained a leader by
staying ahead of change. With an unwavering eye to the future, FedEx
Corporation stays on top of the way the world works. As a result, few names are
better known or more respected than FedEx.
FedEx Corporation's vision is a world where goods and information move
quickly and seamlessly. A world where businesses source raw materials and parts
globally, then move high-value goods quickly between continents and across time
zones. A world where global information and transportation networks can shrink
time and distance, creating competitive advantages for customers.
Constantly working to expand its networks and make this vision a
reality, FedEx Corporation has extended its name to the following subsidiaries:
FedEx Express, providing reliable, time-definite global express delivery
FedEx Ground, offering dependable, small-package ground service for both
business-to-business and home delivery
FedEx Logistics, specializing in transportation
management, integrated logistics, and consulting services in keeping with the
hallmarks of the FedEx brand--global, time-definite, and information-intensive.
FedEx Custom Critical, providing nonstop, door-to-door delivery of
time-critical shipments and shipments requiring special handling.
FedEx Trade Networks, delivering high-tech customs brokerage, consulting and
information services.
FedEx Services, consolidating information technology, sales and marketing
solutions for FedEx Express and Ground.
And Now...
The most recent member of the FedEx family of companies will be a new
less-than-truckload (LTL) freight unit that provides shippers with a complete,
regional/inter-regional less-than-truckload freight transportation system
through its two subsidiaries:
o American Freightways, a regional/inter-regional, LTL carrier based in Harrison
Ark., and
o Viking Freight, an LTL regional carrier, serving the western U.S. and based in
San Jose, Calif.
Bringing American Freightways into the FedEx family will give the
corporation broad coverage in the multi-region LTL market. Both American
Freightways and Viking,
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recognized as high-quality carriers, will provide FedEx with a regional U.S.
network and an immediate, powerful way to meet customers' freight
transportation needs.
FedEx Corporation's acquisition of American Freightways will open new
regional markets for both Viking and AF. Until now, each has relied on
alliances with other carriers to move customers' freight outside its own U.S.
regions. Now the two will be able to exchange shipments with each other to
provide direct service to the 48 states they serve.
Operating as sister companies, American Freightways and Viking Freight
will provide their customers with the best choice for day-definite, reliable,
premium LTL service, whether regional or inter-regional, anywhere in the
country.
The Way Ahead
Change is the name of the game in today's fast-paced, networked global
economy. And FedEx will continue to change with it because that's the way the
world works. We will serve our customers through our core strategy--operating
independently and competing collectively. That means each operating company
provides a highly efficient, independent network, fueled by superior service,
to meet the distinctly different needs of our customers. Centered in this core
strategy, we are focusing on growth in five areas:
o Growth in our core transportation businesses
o Growth in international markets
o Growth in logistics and freight
o Growth through e-commerce
o Growth through new services and alliances
With this commitment to growth, FedEx Corporation looks forward to the
way ahead, confident that we will continue to strengthen our recognized
leadership in the movement of goods and information throughout the global
marketplace.
<PAGE>
A TRADITION OF SERVICE & INNOVATION
1973
Federal Express begins operations, delivering 186 packages overnight to 25 U.S.
cities. The modern air/ground express industry is born.
1978
FedEx is listed on the New York Stock Exchange with the ticker symbol FDX.
1979
FedEx launches COSMOS, a centralized computer system to manage vehicles,
people, packages, and route and weather scenarios on a real-time basis.
1980
FedEx implements DADS (Digitally Assisted Dispatch System) to coordinate
on-call pickups for customers.
1981
The FedEx Overnight Letter is introduced.
FedEx begins its first international service to Canada.
1984
FedEx launches express operations in Europe and Asia/Pacific after acquiring
Gelco Express International.
FedEx introduces the first PC-based automated shipping system, later named
FedEx PowerShip(R).
1986
FedEx introduces the SuperTracker(R),
a hand-held bar-code scanner
system that captures detailed package information.
1989
FedEx purchases Flying Tigers, greatly expanding its international presence.
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1990
FedEx becomes the first company to win the Malcolm Baldrige National Quality
Award in the service category.
1993
FedEx creates the FedEx ExpressClearSM Electronic Customs Clearance System to
expedite regulatory clearance while cargo is en route.
1994
Federal Express officially adopts as its brand "FedEx" for recognition as the
world standard for fast and reliable service.
The FedEx web site debuts at www.fedex.com-the first to offer online package
status tracking so that customers can actually conduct business via the
Internet.
FedEx Ship(R) software allows
customers to process and manage shipping from their desktop.
1995
FedEx Corporation acquires routes from Evergreen International, with authority
to serve China. FedEx also opens the Asia Pacific Hub in Subic Bay,
Philippines, and launches the FedEx AsiaOne(R) network.
1996
FedEx becomes the first company to allow customers to process package shipments
on the Internet with FedEx interNetShip(R).
1997
FedEx introduces e-Business Tools for easier connection with FedEx shipping and
tracking applications.
1998
FedEx acquires Caliber System, Inc. and creates FDX Corporation, a $16
billion logistics and distribution powerhouse.
FedEx Global Logistics is established in Memphis, TN, as the parent company of
FedEx Supply Chain Services.
<PAGE>
1999
FedEx Corporation launches FedEx PowerShip(R)mc, a multi-carrier electronic
shipping system.
FedEx Global Logistics acquires airfreight forwarder Caribbean Transportation
Services.
2000
January
Parent company FDX is renamed FedEx Corporation with independent operating
companies that include FedEx Express, FedEx Ground, FedEx Logistics, FedEx
Custom Critical, and Viking Freight, a less-than-truckload carrier serving the
western U.S.
February
FedEx Corporation creates a new operating company, FedEx Trade Networks, to
manage high-tech customs clearance.
March
FedEx Ground rolls out new business-to-residential service, Home Delivery, to
major U.S. markets.
November
FedEx Corporation announces agreement to acquire American Freightways
Corporation, a major regional LTL carrier.
