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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
Amendment No. 1
Tender Offer Statement
Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934
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AIRBORNE, INC.
(Name of Subject Company (issuer))
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AIRBORNE, INC. (issuer)
DHL WORLDWIDE EXPRESS B.V. (affiliate of issuer)
DEUTSCHE POST AG (affiliate of issuer)
(Names of Filing Persons)
5.75% CONVERTIBLE SENIOR NOTES DUE 2007
(Title of Class of Securities)
009269AA9 and 009269AB7
(CUSIP Numbers of Class of Securities)
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AIRBORNE, INC.
P.O. Box 662
Seattle, Washington 98112-0662
206-830-1592
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
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Copy to:
D. Rhett Brandon, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
(212) 455-3615
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee
$47,917 $4.00
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* The transaction value shown is reflects the cost of purchasing
$150,000,000 principal amount of Notes at the purchase price ($1,080 per
$1,000 of the principal amount of the notes, plus accrued and unpaid
interest up to but excluding November 19, 2003 (the expected date of
acceptance for purchase and of payment)).
/ / Check the 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:
File No: Date Filed:
/ / 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:
/ / third-party tender offer subject to Rule 14d-1.
/X/ 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: / /
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This Amendment No. 1 (this "Amendment") amends and restates the Tender
Offer Statement originally filed on October 15, 2003, under cover of Schedule
TO ("Schedule TO-I"), relating to the Offer (now hereinafter referred to as
the Tender Offer (as defined therein)) and the Change in Control Offer (as
defined in the Statement (as defined below)) made, by Airborne, Inc., a
Delaware corporation ("Airborne"), for any and all of its outstanding 5.75%
Convertible Senior Notes due 2007 (the "Notes"), including the 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 the
related Consent and Letter of Transmittal, filed herewith as Exhibits (a)(1)
and (a)(2), and certain other Exhibits.
All information previously filed on October 15, 2003 in the Schedule
TO-I for Items 2, 4, 5, 6, 8, 10, 11, 13 and Exhibits (a)(5), (b), (d)(1),
(d)(2), (d)(3), (g) and (h) in Item 12, including all schedules and annexes
thereto, is hereby expressly incorporated by reference in answer to Items 1
through 12 in this Amendment. In addition, all information in the amended and
restated Statement is hereby expressly incorporated herein by reference in
response to all the items of this Amendment, except as otherwise set forth
below.
Item 2. Subject Company Information.
(b) The subject class of securities is Airborne's 5.75% Convertible
Senior Notes due 2007. As of November 4, 2003, $150,000,000
aggregate principal amount of the Notes were outstanding. Each
$1,000 principal amount of Notes is convertible into $908.65 and
42.7599 shares of common stock, par value $0.01 per share, of ABX
Air, Inc., an unaffiliated and independent public company that was
spun-off from Airborne as part of the Merger.
Item 3. Identity and Background of the Filing Person.
(a) The name of the subject company is Airborne, Inc. The address of its
principal executive office is 3101 Western Avenue, P.O. Box 662,
Seattle, Washington 98111-0662. The telephone number for Airborne is
(206) 830-1592. Airborne is an indirect wholly owned subsidiary of
DHL Worldwide Express B.V. ("DHL"). DHL's principal executive office
is c/o DHL International, Global Coordination Centre, De Kleetlaan 1,
1831 Diegem, Belgium. The telephone number for DHL is
+32-2-713-48-05. DHL is an indirect wholly owned subsidiary of
Deutsche Post AG ("Deutsche Post"). Deutsche Post's principal
executive office is Headquarters, 53250 Bonn, Germany. The telephone
number is +49-228-182-9988.
Item 7. The information set forth in the section of the Statement entitled,
"Purpose of the Offers; Source of Funds" of the Statement is
incorporated herein by reference.
Item 8.
(a) To the best knowledge of Airborne, DHL and Deutsche Post, no Notes are
beneficially owned by any person whose ownership would be required
to be disclosed by this item.
Item 10.
Not applicable because the consideration offered by Airborne, DHL
and Deutsche Post consists solely of cash, the offer is not subject
to any financing condition and the offer is for all outstanding Notes.
Item 12. Exhibits.
The documents previously filed as Exhibits (a)(1), (a)(2), (a)(3) and (a)(4)
on October 15, 2003 under the cover Schedule TO-I are hereby amended and
restated as set forth below.
Exhibit No. Description
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Exhibit (a)(1) Offer to Purchase, Consent Solicitation Statement
and Change in Control Notice, dated October 15,
2003, as amended November 5, 2003.
Exhibit (a)(2) Consent and Letter of Transmittal.
Exhibit (a)(3) Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
Exhibit (a)(4) Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other
Nominees.
Exhibit (a)(6) Press release issued by Airborne on
November 5, 2003, amending and restating the
terms of its Offer to Purchase, Consent
Solicitation and Change of Control Notice,
originally filed on October 15, 2003.
Exhibit (a)(7) Form W-9
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.
Dated: November 5, 2003 Airborne, Inc.
By:/s/ John Fellows
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Name: John Fellows
Title: President and Chief Executive Officer
DHL Worldwide Express B.V.
By:/s/ Geoff Cruikshanks
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Name: Geoff Cruikshanks
Title: Authorized Signatory
Deutsche Post AG
By:/s/ Dr. Bernd Boecken
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Name: Dr. Bernd Boecken
Title: Head of Corporate Finance
EXHIBIT INDEX
Exhibit No. Description
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Exhibit (a)(1) Offer to Purchase, Consent Solicitation
Statement and Change in Control Notice, dated
October 15, 2003, as amended November 5, 2003.
Exhibit (a)(2) Consent and Letter of Transmittal.
Exhibit (a)(3) Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
Exhibit (a)(4) Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other
Nominees.
Exhibit (a)(6) Press release issued by Airborne on
November 5, 2003, amending and restating the
terms of its Offer to Purchase, Consent
Solicitation and Change of Control Notice,
originally filed on October 15, 2003.
Exhibit (a)(7) Form W-9