Exhibit(a)(4)
AIRBORNE, INC.
Offer to Purchase for Cash
Any and all of the Outstanding
5.75% Convertible Senior Notes Due 2007
of Airborne, Inc.
(CUSIP Numbers 009269AA9 and 009269AB7)
And
Solicitation of Consents
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Subject to the terms and conditions set forth in the Offer to Purchase,
Consent Solicitation Statement and Change in Control Notice, the Offer and
withdrawal rights will expire at 5:00 p.m., New York City time, on November
17, 2003, unless extended (such time and date, as the same may be extended,
the "Expiration Date"). The valid tender of Notes will constitute the giving
of Consent with respect to such Notes and the valid withdrawal of tendered
Notes will constitute the revocation of Consent with respect to such Notes.
Holders may not deliver Consents without tendering the related Notes or revoke
Consents without withdrawing the related Notes.
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October 15, 2003
To Our Clients:
Enclosed for your consideration is an Offer to Purchase, Consent
Solicitation Statement and Change in Control Notice (as it may be amended or
supplemented from time to time, the "Statement") and a related Consent and
Letter of Transmittal (as it may be amended or supplemented from time to time,
the "Consent and Letter of Transmittal"), relating to the (i) offer (the
"Offer") by Airborne, Inc. ("Airborne") to purchase for cash any and all of
its outstanding 5.75% Convertible Senior Notes due 2007 (the "Notes") at a
price (the "Tender Offer Consideration") equal to $1,080 per $1,000 of the
principal amount of the Notes, plus accrued and unpaid interest to, but
excluding the Acceptance Date (as defined below) and (ii) Airborne's
solicitation (the "Solicitation") of consents (the "Consents") from holders of
Notes (each, a "Holder") to the proposed amendments (the "Proposed
Amendments") to (a) the indenture pursuant to which the Notes were issued and
(b) the registration rights agreement relating to the Notes. All capitalized
terms used herein but not otherwise defined shall be ascribed the same
meanings to such terms as in the Statement.
Airborne's obligation to accept for purchase and pay for Notes validly
tendered and not withdrawn in the Offer is conditioned upon, among other
things, the receipt of Consents from Holders of at least a majority in
aggregate principal amount of Notes outstanding (the "Requisite Consents"). If
the Requisite Consents are not received, Airborne will not be obligated to
accept for purchase or to pay for any Notes and any Notes previously tendered
will be returned to the tendering Holders.
Airborne reserves the right (i) to waive any and all conditions to the
Offer, except that the receipt of the Requisite Consents may not be waived,
(ii) to extend or terminate the Offer or (iii) to otherwise amend the Offer in
any respect. All conditions to the Offer are more fully described in the
Statement under the caption "Principal Terms of the Offer -- Conditions of the
Offer."
Upon the terms and subject to the conditions of the Offer (including,
if the Offer is extended or amended, the terms and conditions of any such
extension or amendment) and applicable law, promptly following the Expiration
Date, Airborne will purchase, by accepting for purchase, and will pay for all
Notes validly tendered (and not validly withdrawn) pursuant to the Offer, such
payment to be made by the deposit of immediately available funds by Airborne
with Deutsche Bank Trust Company Americas, the depositary for the Offer (the
"Depositary"). The date on which Notes are accepted for payment under the
Offer is herein referred to as the "Acceptance Date."
This material relating to the Offer is being forwarded to you as the
beneficial owner of Notes carried by us for your account or benefit but not
registered in your name. A tender of any Notes and delivery of the related
Consent with respect to any Notes may only be made by us as the registered
Holder and pursuant to your instructions. Accordingly, we request instructions
as to whether you wish us to tender Notes and deliver Consents with respect to
any or all of the Notes held by us for your account. We urge you to read
carefully the Statement, the Consent and Letter of Transmittal
and other materials provided herewith before instructing us to tender your
Notes and to deliver the related Consents with respect to such Notes.
Your attention is directed to the following:
1. The Offer is for any and all Notes that are outstanding.
2. Holders who desire to tender their Notes pursuant to the Offer
are required to consent to the Proposed Amendments with respect
to such Notes.
3. If you desire to tender any Notes pursuant to the Offer (and
thereby give your Consent to the Proposed Amendments) and
receive the Tender Offer Consideration, we must receive your
instructions in ample time to permit us to effect a tender of
Notes on your behalf on or prior to 5:00 p.m., New York City
time, on the Expiration Date.
4. Airborne's obligation to pay the Tender Offer Consideration for
tendered Notes and Consents delivered pursuant to the Offer is
conditioned upon, among other things, the receipt of the
Requisite Consents.
5. Any transfer taxes incident to the transfer of Notes from the
tendering Holder to Airborne will be paid by Airborne, except as
provided in the Statement and the instructions to the Consent
and Letter of Transmittal.
6. Airborne expressly reserves the right, in its sole discretion,
(i) to delay acceptance for purchase of Notes tendered under the
Offer or the payment for Notes accepted for purchase pursuant to
the Offer, and to terminate the Offer and not accept for payment
any Notes not theretofore accepted for purchase if any of the
conditions to the Offer specified in the Statement shall not
have been satisfied or waived by Airborne or in order to comply
in whole or in part with applicable law, in either case, by
giving oral or written notice of such delay or termination to
the Depositary and (ii) at any time, or from time to time, to
amend the Offer in any respect. The reservation by Airborne of
the right to delay acceptance of payment of Notes is subject to
the provisions of Rule 14e-1(c) under the Securities Exchange
Act of 1934, which requires that Airborne pay the consideration
offered or return the Notes deposited by or on behalf of Holders
thereof promptly after the termination or withdrawal of the
Offer.
7. Consummation of the Offer and the effectiveness of the Proposed
Amendments may have adverse consequences for Holders who elect
not tender their Notes in the Offer. See "Certain Significant
Consequences to Non-Tendering Holders" and "Certain United
States Federal Income Tax Considerations" in the Statement for
discussions of certain factors that should be considered in
evaluating the Offer.
If you wish to have us tender any or all of your Notes held by us for
your account or benefit and give the required related Consents, please so
instruct us by completing, executing and returning to us the instruction form
that appears below.
The accompanying Consent and Letter of Transmittal is furnished to you
for informational purposes only and may not be used by you to tender Notes
held by us and registered in our name for your account.
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INSTRUCTIONS
The undersigned acknowledge(s) receipt of your letter and the enclosed
material referred to therein relating to the Offer.
This will instruct you to tender the principal amount of Notes
indicated below held by you for the account or benefit of the undersigned, and
thereby deliver the undersigned's Consent pursuant to the Solicitation, with
respect to the principal amount of the Notes indicated below, pursuant to the
terms of and conditions set forth in the Offer to Purchase, Consent
Solicitation Statement and Change of Control Notice, dated October 15, 2003,
and the related Consent and Letter of Transmittal.
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Principal Amount
tendered and as
to which Consents are
given in the Offer*
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* If no aggregate principal amount is provided above with respect to the Notes
and this Instruction Form is signed in the space provided below, we are
authorized to tender with respect to the entire aggregate principal amount of
such Notes in which we hold an interest through DTC for your account. Holders
who desire to tender their Notes pursuant to the Offer are required to consent
to the Proposed Amendments.
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PLEASE SIGN HERE
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Signatures(s)
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Name(s) (Please Print)
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Address
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Zip code
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Area Code and Telephone No.
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Tax Identification or Social Security No.
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My Account Number With You
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Date
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