Exhibit (a)(4)
AIRBORNE, INC.
Offer to Purchase
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 Tender Offer
(as defined below) and withdrawal rights will expire at 11:59 p.m., New York
City time, on November 19, 2003, unless extended (such time and date, as the
same may be extended, the "Expiration Date"). The valid tender of Notes to the
Tender Offer will constitute the giving of Consent with respect to such Notes.
The valid withdrawal of tendered Notes from the Tender Offer will constitute
the revocation of Consent with respect to such Notes and the valid revocation
of Consent will constitute the withdrawal of the related Notes from the Tender
Offer. Holders may not deliver Consents without tendering the related Notes to
the Tender Offer or revoke Consents delivered in the Tender Offer without
withdrawing the related Notes from the Tender Offer. Airborne is not offering
any separate or additional payment for Consents in the Tender Offer from the
payment for the Notes themselves. Notes tendered and Consents delivered in the
Tender Offer may be withdrawn and revoked at any time prior to the Expiration
Date.
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November 5, 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 Airborne, Inc.'s
("Airborne") offer (the "Tender Offer") to purchase any and all of its
outstanding 5.75% Convertible Senior Notes due 2007 (the "Notes") for, at the
election of the holder of the Notes (each, a "Holder"), either:
o a cash payment of $1,080 per $1,000 principal amount of Notes (the
"All Cash Consideration"); or
o a cash payment of $988.65 plus 42.7599 shares of common stock, par
value $0.01, of ABX Air, Inc. ("ABX Air") per $1,000 principal
amount of Notes (the "Cash and Stock Consideration"), with cash paid
in lieu of fractional shares;
in each case plus accrued and unpaid interest to, but excluding, the
Acceptance Date (as defined below). In addition, as a part of the Tender
Offer, Airborne is soliciting (the "Solicitation") consents (the "Consents")
to the proposed amendments (the "Proposed Amendments") to 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 Tender Offer is subject to the
conditions set forth in the Statement. The effectiveness of the Proposed
Amendments is conditioned upon the receipt of Consents from Holders of at
least a majority in aggregate principal amount of Registrable Securities (as
defined in the Registration Rights Agreement) (the "Requisite Consents"). If
the conditions to the Tender Offer set forth in the Statement are not
satisfied or waived by Airborne, Airborne will not be obligated to accept for
purchase or to pay for any Notes, tendering Holders will not receive the
Tender Offer Consideration and any Notes previously tendered will be returned
to the tendering Holders. If the Requisite Consents are not received, the
Proposed Amendments will not become operative.
To the extent it is legally permitted to do so, Airborne reserves the
right (i) to waive any and all conditions to the Tender Offer, except that the
receipt of the Requisite Consents may not be waived for purposes of effecting
the Proposed Amendments, (ii) to extend or terminate the Tender Offer or (iii)
to otherwise amend the Tender Offer in any respect. All conditions to each of
the Tender Offer are more fully described in the Statement under the caption
"The Tender Offer -- Principal Terms of the Tender Offer."
Upon the terms and subject to the conditions of the Tender Offer
(including, if the Tender 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 promptly pay for all Notes validly tendered (and not
validly withdrawn) pursuant to the Tender 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 Offers (the "Depositary"), and
will instruct ABX Air to issue the shares of its common stock, if any, that
are due to Holders that elect to receive the Cash and Stock Consideration. The
date on which Notes are accepted for purchase under the Tender Offer is herein
referred to as the "Acceptance Date."
In the event that the Tender Offer is withdrawn or otherwise not
completed, the Tender Offer Consideration will not be paid or become payable
to Holders who have validly tendered their Notes in connection with the Tender
Offer and the Proposed Amendments will not become effective. In any such
event, any Notes previously tendered will be returned to the tendering Holder.
This material relating to the Tender 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 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 pursuant to the Tender
Offer, and thereby deliver your Consent to the Proposed Amendments with
respect to any or all of the Notes held by us for your account. If you do wish
us to tender Notes to the Tender Offer, we request instructions as to whether
you would like to receive the All Cash Consideration or the Cash and Stock
Consideration. We urge you to read carefully the Statement, the Consent and
Letter of Transmittal and the other materials provided herewith before
instructing us to tender your Notes to the Tender Offer.
Your attention is directed to the following:
1. The Tender Offer is for any and all Notes that are outstanding.
2. Holders who desire to tender their Notes pursuant to the Tender
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 Tender Offer
(and thereby give your Consent to the Proposed Amendments) and
receive the Tender Offer Consideration, we must receive your
instructions, including instructions as to whether you would
like to receive the All Cash Consideration or the Cash and
Stock Consideration in ample time to permit us to effect a
tender of Notes on your behalf on or prior to 11:59 p.m., New
York City time, on the Expiration Date.
4. Airborne's obligation to pay the Tender Offer Consideration for
tendered Notes is subject to the conditions set forth in the
Statement. The effectiveness of the Proposed Amendments is
conditioned upon the receipt of the Requisite Consents.
5. Any transfer taxes incident to the transfer of Notes pursuant
to the Tender Offer 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 Tender Offer or the payment for Notes accepted for purchase
pursuant to the Tender Offer, and to terminate the Tender Offer
and not accept for payment any Notes not theretofore accepted
for purchase, if any of the conditions to the Tender 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 Tender Offer in
any respect. The reservation by
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Airborne of the right to delay acceptance for purchase of or
payment for Notes is subject to the provisions of Rule 14e-1(c)
under the Securities Exchange Act of 1934, as amended, 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 Tender Offer.
7. CONSUMMATION OF THE TENDER OFFER AND THE EFFECTIVENESS OF THE
PROPOSED AMENDMENTS MAY HAVE ADVERSE CONSEQUENCES FOR HOLDERS
WHO ELECT NOT TENDER THEIR NOTES IN THE TENDER OFFER. SEE
"CERTAIN SIGNIFICANT CONSEQUENCES TO HOLDERS THAT DO NOT
PARTICIPATE IN EITHER OF THE OFFERS" AND "CERTAIN UNITED STATES
FEDERAL INCOME TAX CONSIDERATIONS" IN THE STATEMENT FOR
DISCUSSIONS OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED IN
EVALUATING THE TENDER OFFER.
If you wish to have us tender to the Tender Offer 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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LETTER OF INSTRUCTION
The undersigned acknowledge(s) receipt of your letter and the
enclosed material referred to therein relating to the Tender 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, 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, as amended November 5, 2003, and
the related Consent and Letter of Transmittal.
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Principal Amount
tendered in the Tender Offer*
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* If no aggregate principal amount is provided 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 into the Tender
Offer. Holders who desire to receive the Cash and Stock Consideration are
required to convert the related Notes.
This will further instruct you to select the following Tender Offer
Consideration with respect to the principal amount of Notes held by you for
the account or benefit of the undersigned that are set forth above.
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ELECTION OF TENDER OFFER CONSIDERATION
CONSIDERATION ELECTION (CHECK ONLY ONE BOX)
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[ ] All Cash Consideration of $1,080 per $1,000 principal
amount of Notes
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OR
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[ ] Cash and Stock Consideration* of (i) $988.65 plus
(ii) 42.7599 shares of common stock, par value $0.01,
of ABX Air, Inc. per $1,000 principal amount of Notes,
with cash paid in lieu of fractional shares
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* Please note that to validly elect to receive the Cash and Stock
Consideration, a Holder is required to agree to convert its Notes
and to complete and execute the form in Box 3, entitled "Conversion
Notice." The Conversion Notice will not be effective until the
related Notes are accepted for payment by Airborne.
SPECIAL NOTICE: Any tender of Notes into the Tender Offer in which a
Holder either (i) elects to receive the Cash and Stock Consideration
but fails to properly complete and execute the Conversion Notice or
(ii) elects to receive both the All Cash Consideration and the Cash
and Stock Consideration will not constitute a valid tender of Notes,
and such Holder will not be entitled to receive any Tender Offer
Consideration.
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Signatures required below.
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PLEASE SIGN HERE
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Signatures(s)
______________________________________________________________________________
Name(s) (Please Print)
______________________________________________________________________________
Address
______________________________________________________________________________
Zip code
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Area Code and Telephone No.
______________________________________________________________________________
Tax Identification or Social Security No.
______________________________________________________________________________
My Account Number With You
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Date
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