SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): December 29, 2003
FEDEX CORPORATION
(Exact name of registrant as specified in its charter)
Commission file number 1-15829
Delaware |
| 62-1721435 |
(State or other jurisdiction of |
| (I.R.S. Employer |
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942 South Shady Grove Road, Memphis, Tennessee |
| 38120 |
(Address of principal executive offices) |
| (ZIP Code) |
Registrant’s telephone number, including area code: (901) 818-7500
FEDERAL EXPRESS CORPORATION
(Exact name of registrant as specified in its charter)
Commission file number 1-7806
Delaware |
| 71-0427007 |
(State or other jurisdiction of |
| (I.R.S. Employer |
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3610 Hacks Cross Road, Memphis, Tennessee |
| 38125 |
(Address of principal executive offices) |
| (ZIP Code) |
Registrant’s telephone number, including area code: (901) 369-3600
Item 5. Other Events and Regulation FD Disclosure.
On December 29, 2003, FedEx Corporation (“FedEx”) and Keyway, Inc., a wholly owned subsidiary of FedEx (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Kinko’s, Inc. (“Kinko’s”) and the principal stockholders of Kinko’s. Pursuant to the Merger Agreement, Merger Sub will be merged with and into Kinko’s (the “Merger”), and Kinko’s will become a wholly owned subsidiary of FedEx. Consummation of the Merger is subject to various conditions, including the receipt of all requisite regulatory approvals.
The foregoing description of the Merger and Merger Agreement is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 and incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit |
| Description |
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2.1 |
| Agreement and Plan of Merger dated as of December 29, 2003 among Kinko’s Inc., FedEx Corporation, Keyway, Inc. and the Principal Stockholders named therein. |
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99.1 |
| Press Release issued by FedEx Corporation and Clayton, Dubilier & Rice, Inc. dated December 30, 2003. |
Item 9. Regulation FD Disclosure.
A copy of the joint press release of FedEx and Clayton, Dubilier & Rice, Inc., dated December 30, 2003, announcing the signing of the Merger Agreement is attached hereto as Exhibit 99.1.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.
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| FedEx Corporation | ||
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Date: December 31, 2003 |
| By: | /s/ JAMES S. HUDSON |
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| James S. Hudson | ||
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| Corporate Vice President — | ||
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| Federal Express Corporation | ||
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Date: December 31, 2003 |
| By: | /s/ DAVID J. BRONCZEK |
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| David J. Bronczek | ||
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| President and Chief Executive Officer |
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EXHIBIT INDEX
Exhibit |
| Description |
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2.1 |
| Agreement and Plan of Merger dated as of December 29, 2003 among Kinko’s Inc., FedEx Corporation, Keyway, Inc. and the Principal Stockholders named therein. |
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99.1 |
| Press Release issued by FedEx Corporation and Clayton, Dubilier & Rice, Inc. dated December 30, 2003. |
E-1