Exhibit (a)(2)
CONSENT AND LETTER OF TRANSMITTAL
To Tender and Consent
in Respect of 5.75% Convertible Senior Notes Due 2007 of
AIRBORNE, INC.
Pursuant to the Offer to Purchase and
Consent Solicitation Statement
Dated October 15, 2003, as amended and supplemented on
November 5, 2003, November 21, 2003 and December 3, 2003
The Offer (as defined below) will expire at 11:59 p.m., New York City time, on
December 5, 2003, unless extended by Airborne (such time and date, as the same
may be extended, the "Expiration Date"). To receive either Consideration
Option A or Consideration Option B (as each are defined below) (either form of
consideration, as applicable, the "Offer Consideration"), holders of Notes (as
defined below) must tender Notes and provide the corresponding Consents (as
defined below) in the Offer in the manner described below on or before the
Expiration Date. The valid tender of Notes to the Offer will constitute the
giving of Consent with respect to such Notes. The valid withdrawal of tendered
Notes from the 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 Offer. Holders may not deliver Consents without
tendering the related Notes to the Offer or revoke Consents delivered in the
Offer without withdrawing the related Notes from the Offer. Airborne is not
offering any separate or additional payment for Consents in the Offer from the
payment for the Notes themselves. Notes tendered and Consents delivered in the
Offer may be withdrawn and revoked at any time prior to the Expiration Date.
The Depositary for the Offer is:
Deutsche Bank Trust Company Americas
Information (800) 735-7777
By Registered or Certified Mail:
DB Services Tennessee, Inc.
Reorganization Unit
P.O. Box 292737
Nashville, TN 37229-2737
Fax: (615) 835-3701
Regular Mail & Overnight Courier:
DB Services Tennessee, Inc.
Corporate Trust & Agency Services
Reorganization Unit
648 Grassmere Park Road
Nashville, TN 37211
Attention: Karl Shepherd
Confirm by Telephone
(615) 835-3572
In Person by Hand Only:
Deutsche Bank Trust Company Americas
C/O The Depository Trust Clearing Corporation
55 Water Street, 1st floor
Jeanette Park Entrance
New York, NY 10041
This Consent and Letter of Transmittal and the instructions hereto should
be used to tender the 5.75% Convertible Senior Notes due 2007 (the "Notes") of
Airborne, Inc. ("Airborne") into the Offer.
Delivery of this Consent and Letter of Transmittal (this "Consent and
Letter of Transmittal") to an address other than as set forth above, or
transmission of instructions via a facsimile number other than as listed
above, will not constitute a valid delivery. The instructions contained herein
and in the Statement should be read carefully before this Consent and Letter
of Transmittal is completed.
October 15, 2003, as amended and supplemented on November 5, 2003 and
December 3, 2003
By execution hereof, the undersigned acknowledges receipt of the Offer to
Purchase and Consent Solicitation Statement, dated October 15, 2003, as
amended and supplemented on November 5, 2003, November 21, 2003 and December
3, 2003 (as the same may be amended or supplemented from time to time, the
"Statement"), and this Consent and Letter of Transmittal and instructions
hereto, which together relate to Airborne's offer to purchase (the "Offer"),
on the terms and subject to the conditions set forth in the Offer, any and all
of its outstanding 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
("Consideration Option A"); or
o for Holders who elect to convert their Notes as described below, a
cash payment of $993.65 per $1,000 principal amount of Notes
("Consideration Option B"), representing the cash amount into which
the Notes are currently convertible ($908.65), plus a premium of
$85.00 per $1,000 principal amount;
in each case plus accrued and unpaid interest to, but excluding, the
Acceptance Date (as defined below). The offer to purchase the Notes upon the
terms set forth in the Statement and this Consent and Letter of Transmittal is
referred to herein as the "Offer." As part of the election to receive
Consideration Option B, a Holder is required to agree to convert its Notes and
will have to complete the form entitled "Conversion Notice" set forth in Box 3
of this Consent and Letter of Transmittal. See "The Offer -- Procedures for
Tendering Notes and Delivering Consents in the Offer" in the Statement. All
capitalized terms used herein but not otherwise defined shall have the
meanings ascribed to them in the Statement.
In addition, as a part of the Offer, Airborne is concurrently soliciting,
upon the terms and subject to the conditions set forth in the Statement and
this Consent and Letter of Transmittal, consents ("Consents") from the Holders
to the adoption of the proposed amendments ("Proposed Amendments") to the
Registration Rights Agreement, dated March 25, 2002 (the "Registration Rights
Agreement"), executed by Airborne and the Guarantors (as defined therein) for
the benefit of the Holders. Airborne is not offering any separate or
additional payment for Consents in the Offer from the payment for the Notes
themselves. Pursuant to the terms of the Registration Rights Agreement, the
Proposed Amendments require 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").
Airborne's obligation to accept for purchase and pay for Notes validly
tendered and not withdrawn in the Offer is subject to the conditions set forth
in the Statement. If the conditions to the 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 Offer Consideration and any Notes previously tendered will be
returned to the tendering Holders. The effectiveness of the Proposed
Amendments is conditioned upon the receipt of the Requisite Consents. If the
Requisite Consents are not received, the Proposed Amendments will not become
operative. See "The Offer -- Principal Terms of the Offer -- Conditions to the
Offer."
This Consent and Letter of Transmittal or a facsimile thereof and all
other documents and instruments required hereby should be mailed or delivered
to the Depositary, at the address set forth above. Originals of all documents
sent by facsimile should be sent promptly by registered mail, by hand or by
overnight courier. Delivery of this Consent and Letter of Transmittal to an
address other than as set forth above will not constitute a valid delivery.
Holders who wish to be eligible to receive either Consideration Option A
or Consideration Option B pursuant to the Offer must validly tender their
Notes (and thereby give the related Consents to the Proposed Amendments) to
the Depositary on or prior to 11:59 p.m., New York City time, on the
Expiration Date and not properly withdraw such Notes (and thereby revoke the
related Consents).
The valid tender of Notes to the Offer will constitute the giving of
Consent with respect to such Notes. Holders may not tender their Notes to the
Offer without delivering the related Consents and may not deliver Consents
pursuant to the Offer without tendering the related Notes. Notes tendered and
Consents delivered may be withdrawn at any time prior to the Expiration Date
by following the procedures set forth in the Statement under the caption "The
Offer - Withdrawal of Notes and Revocation of Consents from the Offer." The
valid withdrawal of Notes from the Offer will constitute the concurrent
revocation of Consent with respect to such Notes and the valid revocation of
Consent will constitute the concurrent withdrawal of the related Notes from
the Offer.
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To the extent it is legally permitted to do so, 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 for purposes of effecting
the Proposed Amendments, (ii) to extend or terminate the Offer or (iii) to
otherwise amend the Offer in any respect.
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 promptly 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 the Depositary. The date on which Notes are accepted for
purchase under the Offer is herein referred to as the "Acceptance Date."
This Consent and Letter of Transmittal is to be used by Holders to tender
Notes and deliver Consents to the Proposed Amendments (including the election
of whether such Holder wishes to receive the Consideration Option A or
Consideration Option B) if (i) Notes and the Consents are to be physically
delivered to Deutsche Bank Trust Company Americas as depositary for the Offer
(the "Depositary") herewith by Holders or (ii) tender of Notes and the related
Consents is to be made by book-entry transfer to the Depositary's account at
The Depositary Trust Company ("DTC") pursuant to the procedures set forth in
the Statement under the caption "The Offer -- Procedures for Tendering Notes
and Delivering Consents in the Offer" by any financial institution that is a
participant in DTC and whose name appears on a security position listing as
the owner of Notes, unless an Agent's Message is delivered in connection with
such book-entry transfer and, in each case, instructions are not being
transmitted through the DTC Automated Tender Offer Program ("ATOP").
The term "Agent's Message" means a message transmitted by DTC to, and
receivable by, the Depositary and forming a part of the Book-Entry
Confirmation (as defined below), which states that DTC has received an express
acknowledgment from the participant in DTC described in such Agent's Message,
stating the aggregate principal amount of the Notes that have been tendered by
such participant pursuant to the Offer and that such participant has received
the Offer and agrees to be bound by the terms of the Offer and that Airborne
may enforce such agreement against such participant.
Any financial institution that is a participant in DTC may make
book-entry delivery of the Notes by causing DTC to transfer such Notes into
the Depositary's account in accordance with DTC's procedures for such
transfer. However, although delivery of Notes may be effected through
book-entry transfer into the Depositary's account at DTC, an Agent's Message
in connection with a book-entry transfer and any other required documents
must, in any case, be transmitted to and received by the Depositary at one or
more of its addresses set forth on the back cover of this Statement on or
prior to the Expiration Date. The confirmation of a book-entry transfer into
the Depositary's account at DTC as described above is referred to herein as a
"Book-Entry Confirmation." To tender Notes (and thereby deliver Consents)
through ATOP, the electronic instructions sent to DTC and transmitted by DTC
to the Depositary must contain the character by which the DTC participant
acknowledges its receipt of and agrees to be bound by this Consent and Letter
of Transmittal, including, in the case of Holders that elect to receive
Consideration Option B, by the Conversion Notice contained herein. Delivery of
documents to DTC does not constitute delivery to the Depositary.
There are no guaranteed delivery provisions provided for by Airborne in
conjunction with the Offer under the terms of the Statement or any other of
the Offer materials. Holders must tender their Notes and deliver their related
Consents to the Offer in accordance with the procedures set forth in this
Consent and Letter of Transmittal and in the Statement under "The Offer --
Procedures for Tendering Notes and Delivering Consents in the Offer."
The Offer is not being made to, and tenders of Notes will not be accepted
from or on behalf of, Holders in any jurisdiction in which the making or
acceptance of the Offer would not be in compliance with the laws of such
jurisdiction.
To properly complete this Consent and Letter of Transmittal, a Holder
must:
o check one of the boxes relating to the delivery of Notes and
complete the box entitled "Method of Delivery";
o complete Box 1 entitled "Description of the Tendered Notes";
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o complete Box 2 entitled "Election of Offer Consideration";
o if such Holder elects to receive the Consideration Option B, sign
and complete the form entitled "Conversion Notice" in Box 3;
o sign this Consent and Letter of Transmittal by completing the box
entitled "Please Sign Here";
o if appropriate, check and complete the boxes relating to the
"Special Payment Instructions" and "Special Delivery Instructions";
and
o complete the Form W-9 enclosed with the Statement.
Beneficial owners whose Notes are registered in the name of a broker,
dealer, commercial bank, trust company or other nominee must contact such
broker, dealer, commercial bank, trust company or other nominee if they desire
to tender Notes pursuant to the Offer (and thereby deliver Consents with
respect to such Notes).
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TENDER OF NOTES
METHOD OF DELIVERY
The undersigned has completed, executed and delivered this Consent and
Letter of Transmittal to indicate the action the undersigned desires to take
with respect to the Offer. The instructions included with this Consent and
Letter of Transmittal must be followed. Your bank or broker can assist you in
completing this form. Questions and requests for assistance or for additional
copies of the Statement and this Consent and Letter of Transmittal may be
directed to the Information Agent. See Instruction 11 below.
[ ] CHECK HERE IF CERTIFICATES FOR TENDERED NOTES ARE ENCLOSED HEREWITH.
[ ] CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY WITH DTC
AND COMPLETE THE FOLLOWING:
Name of Tendering Institution: ____________________________________
Account Number with DTC: ____________________________________
Transaction Code Number: ____________________________________
List below the Notes to which this Consent and Letter of Transmittal
relates. If the space provided below is inadequate, list the certificate
numbers and principal amounts on a separately executed schedule and affix the
schedule to this Consent and Letter of Transmittal. Tenders of Notes will be
accepted only in principal amounts equal to $1,000 or integral multiples
thereof.
BOX 1 DESCRIPTION OF THE TENDERED NOTES
- ---------------------- ----------------------------------------------------
Name(s) and Aggregate Principal Amount(s)
Address(es) of Principal Tendered and as
Registered Holder(s) Certificate Amount(s) to which Consents
(Please fill in blank) Number(s)* Represented** are Given***
- ---------------------- ------------ ------------- -------------------
_____________________ ____________ _____________ ___________________
_____________________ ____________ _____________ ___________________
_____________________ ____________ _____________ ___________________
_____________________ ____________ _____________ ___________________
Total Principal $ $
Amount of Notes
* Need not be completed by Holders tendering by book-entry transfer (see
below).
** Unless otherwise indicated in the column labeled "Principal Amount(s)
Tendered and as to which Consents are Given" and subject to the terms and
conditions of the Statement, a Holder will be deemed to have tendered the
entire aggregate principal amount represented by the Notes indicated in the
column labeled "Aggregate Principal Amount(s) Represented." See Instruction 3.
*** For a valid tender to the Offer, Consent must be given for all Notes
tendered. Accordingly, Consents will be deemed to be given in respect of all
Notes tendered to the Offer.
The name(s) and address(es) of the registered Holders should be printed if not
already printed above, exactly as they appear on the Notes tendered hereby.
The aggregate amount of Notes held by the undersigned and the principal amount
of Notes that the undersigned wishes to tender should be indicated in the
appropriate boxes.
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BOX 2 (CHECK ONLY ONE BOX) ELECTION OF OFFER CONSIDERATION
- -------------- -------------------------------------------------------------
[ ] Consideration Option A of $1,080 per $1,000
principal amount of Notes
OR
[ ] Consideration Option B* of $993.65 per $1,000
principal amount of Notes
* Please note that to validly elect to receive the
Consideration Option B, 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 Offer in
which a Holder either (i) elects to receive the
Consideration Option B but fails to properly complete and
execute the Conversion Notice or (ii) elects to receive
both Consideration Option A and Consideration Option B
will not constitute a valid tender of Notes, and such
Holder will not be entitled to receive any Offer
Consideration.
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BOX 3 CONVERSION NOTICE*
The undersigned Holder of Notes hereby (i) effective as of the
Acceptance Date, irrevocably exercises the option to convert the
Notes, or any portion of the principal amount hereof (which is U.S.
$1,000 or an integral multiple of U.S. $1,000 in excess thereof,
provided that the unconverted portion of such principal amount is
U.S. $1,000 or any integral multiple of U.S. $1,000 in excess
thereof) below designated into the consideration received by
shareholders of Airborne in its merger with Atlantis Acquisition
Corporation, an indirect wholly owned subsidiary of DHL Worldwide
Express B.V., which is equal to $908.65 and 42.7599 shares of common
stock of ABX Air, Inc. ("ABX Air") per $1,000 principal amount, with
cash paid in lieu of fractional shares, in accordance with the terms
of the Indenture, dated as of March 25, 2002 (the "Original
Indenture"), as supplemented by the First Supplemental Indenture,
dated August 15, 2003 (the "First Supplemental Indenture" and,
together with the Original Indenture, the "Indenture"), between
Airborne, the Guarantors (as defined therein) and The Bank of New
York, as trustee, pursuant to which the Notes were issued, and (ii)
directs that such payment, shares and any Notes representing any
unconverted principal amount hereof, be delivered to and be
registered in the name of the undersigned, unless a different name
has been indicated below. If shares of common stock of ABX Air or
Notes are to be registered in the name of a person other than the
undersigned, (a) the undersigned will pay all transfer taxes payable
with respect thereto and (b) signature(s) must be guaranteed by an
Eligible Guarantor Institution with membership in an approved
signature guarantee program pursuant to Rule 17Ad-15 under the
Securities Exchange Act of 1934. Any amount required to be paid by
the undersigned on account of interest accompanies the surrendered
Notes.
Dated: _____________ ________________________________________
Signature(s)
If cash is to be paid to, or shares of common stock of ABX Air
or Notes are to be registered in the name of, a person other than
the Holder, please print such person's name, address and social
security or other identification number:
______________________________
(Name)
______________________________
______________________________
(Address)
______________________________
Social Security or other Identification Number, if any
Signature(s) must be guaranteed by an Eligible Guarantor
Institution with membership in an approved signature guarantee
program pursuant to Rule 17Ad-15 under the Securities Exchange Act
of 1934.
______________________________
Signature Guaranteed
If only a portion of the Notes is to be converted, please
indicate:
1. Principal amount to be converted: U.S. $ __________________
2. Principal amount and denomination of Notes representing
unconverted principal amount to be issued (U.S. $1,000 or any
integral multiple of U.S. $1,000 in excess thereof, provided that
the unconverted portion of such principal amount is U.S. $1,000 or
any integral multiple of U.S. $1,000 in excess thereof):
Amount: U.S. $ ________________
Denominations: U.S. $ ________________
* ONLY EXECUTE THIS CONVERSION NOTICE IF YOU ARE ELECTING TO RECEIVE
CONSIDERATION OPTION B.
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Note: Signatures must be provided below.
Please read this Consent and Letter of Transmittal, including the
accompanying instructions, carefully.
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Offer, the
undersigned hereby tenders to Airborne the principal amount of Notes indicated
above and thereby consents to the Proposed Amendments.
Subject to, and effective upon, the acceptance for purchase of, and
payment for, the principal amount of Notes tendered with this Consent and
Letter of Transmittal, the undersigned hereby (i) irrevocably sells, assigns
and transfers to, or upon the order of, Airborne, all right, title and
interest in and to the Notes that are being tendered hereby or, in the case of
Holders that elect to receive the Consideration Option B, irrevocably agrees
to convert the Notes tendered thereby, in either case effective as of the
Acceptance Date (ii) waives any and all other rights with respect to the
Notes, including any existing or past defaults and their consequences in
respect of the Notes, the Indenture and the Registration Rights Agreement, and
(iii) releases and discharges Airborne and its affiliates from any and all
claims such Holder may have now, or may have in the future, arising out of, or
related to, the Notes, including any claims that such Holder is entitled to
receive additional principal or interest payments with respect to the Notes or
to participate in any redemption or defeasance of the Notes. The undersigned
hereby irrevocably constitutes and appoints the Depositary as the true and
lawful agent and attorney-in-fact of the undersigned (with full knowledge that
the Depositary also acts as the agent of Airborne) with respect to any such
Notes, with full power of substitution and re-substitution (such
power-of-attorney being deemed to be an irrevocable power coupled with an
interest) to (a) deliver certificates representing such Notes and all
evidences of transfer and authenticity to, or transfer ownership of, such
Notes on the account books maintained by DTC, together, in any such case, with
all accompanying evidences of transfer and authenticity, to, or upon the order
of, Airborne, (b) present such Notes for transfer of ownership on the relevant
security register, (c) receive all benefits or otherwise exercise all rights
of beneficial ownership over such Notes (except that the Depositary will have
no rights to, or control over, funds from Airborne or stock from ABX Air,
except as agent for Airborne, for the Offer Consideration for any tendered
Notes that are purchased by Airborne in the Offer) and (d) deliver to Airborne
and the Trustee this Consent and Letter of Transmittal as evidence of the
undersigned's consent to the Proposed Amendments and as certification that the
Requisite Consents have been received, all in accordance with the terms and
conditions of the Offer.
The undersigned agrees and acknowledges that, by the execution and
delivery hereof, the undersigned makes and provides the written Consent, with
respect to the Notes tendered hereby, to the Proposed Amendments. The
undersigned agrees that any Consent provided hereby shall remain in full force
and effect until such Consent is validly revoked in accordance with the
procedures set forth in the Statement and this Consent and Letter of
Transmittal, which procedures are hereby agreed to be applicable in lieu of
any and all other procedures for revocation set forth in the Registration
Rights Agreement, which are hereby waived. Under the terms of the Registration
Rights Agreement, the Proposed Amendments require the Requisite Consents.
Assuming that the Requisite Consents are received, Airborne intends on the
Acceptance Date to execute an amendment to the Registration Rights Agreement
("Registration Rights Amendment"), which provides for the Proposed Amendments.
Tenders of Notes and delivery of Consents made pursuant to the Offer
prior to the Expiration Date may be properly withdrawn and revoked at any time
prior to the Expiration Date and, if not yet accepted for payment, after the
expiration of 40 business days from the date the Offer was commenced. The
valid withdrawal of Notes from the Offer will constitute the concurrent valid
revocation of such Holder's related Consent and the valid revocation of
Consent will constitute the concurrent withdrawal of the related Notes from
the Offer. For a withdrawal of Notes from the Offer to be proper, a Holder
must comply fully with the withdrawal procedures set forth below.
Holders who wish to exercise their right to withdrawal or to revoke
Consent with respect to the Offer must give written notice of withdrawal or
revocation delivered by mail, hand delivery or facsimile transmission (or an
electronic ATOP transmission notice of withdrawal or revocation in the case of
DTC participants), which notice must be received by the Depositary at one of
its addresses set forth on the back cover of the Statement prior to the
Expiration Date. In order to be valid, a notice of withdrawal or revocation
must (i) specify the name of the person who tendered the Notes to be withdrawn
or delivered the Consents to be revoked, (ii) state the name in which the
Notes are registered (or, if tendered by book-entry transfer, the name of the
DTC participant whose name appears on the security position listing as the
owner of such Notes), if different than that of the person who tendered the
Notes to be withdrawn or to which the Consents to be revoked relate, (iii)
contain the description of the Notes to be withdrawn or to which the Consents
to be revoked relate and identify the certificate number or numbers shown on
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the particular certificates evidencing such Notes (unless such Notes were
tendered by book-entry transfer) and the aggregate principal amount
represented by such Notes and (iv) be signed by the Holder of such Notes in
the same manner as the original signature on this Consent and Letter of
Transmittal by which such Notes were tendered and Consents delivered
(including any required signature guarantees), if any, or be accompanied by
(x) documents of transfer sufficient to have the Trustee register the transfer
of the Notes into the name of the person withdrawing such Notes or revoking
such Consents and (y) a properly completed irrevocable proxy that authorized
such person to effect such withdrawal or revocation on behalf of such Holder.
If the Notes to be withdrawn or the Consents to be revoked have been delivered
or otherwise identified to the Depositary, a signed notice of withdrawal is
effective immediately upon written or facsimile notice of withdrawal even if
physical release is not yet effected. Any Notes properly withdrawn will be
deemed to be not validly tendered for purposes of the Offer and will render
the related Consent defective. Any Consent properly revoked will cause the
related Notes to be deemed to be properly withdrawn.
Notes properly withdrawn may thereafter be re-tendered (and Consents
thereby re-given) to the Offer at any time prior to the Expiration Date by
following the procedures described under "The Offer -- Procedures for
Tendering Notes and Delivering Consents in the Offer" in the Statement. Notes
properly withdrawn from the Offer may also be surrendered for conversion
pursuant to the terms and conditions of the Indenture.
All questions as to the form and validity (including time of receipt) of
any notice of withdrawal of a tender or revocation of consent from the Offer
will be determined by Airborne, in its sole discretion, which determination
shall be final and binding. None of Airborne, the Depositary, the Dealer
Manager, the Solicitation Agent, the Information Agent or any other person
will be under any duty to give notification of any defect or irregularity in
any notice of withdrawal of a tender or revocation of a Consent or incur any
liability for failure to give any such notification.
The undersigned hereby represents and warrants that the undersigned (i)
owns the Notes tendered and the Consents which are hereby given and is
entitled to tender such Notes and deliver the related Consents pursuant to the
Offer and (ii) has full power and authority to tender, sell, assign and
transfer the Notes tendered hereby and to give any Consent contained herein,
and that when such Notes are accepted for purchase and payment by Airborne,
Airborne will acquire good title thereto, free and clear of all liens,
restrictions, charges and encumbrances and not subject to any adverse claim or
right. The undersigned will, upon request, execute and deliver any additional
documents deemed by the Depositary or Airborne to be necessary or desirable to
complete the sale, assignment and transfer of the Notes tendered hereby, to
perfect the undersigned's Consent to the Proposed Amendments and to complete
the execution of the Registration Rights Amendment reflecting such Proposed
Amendments.
The undersigned agrees that tenders of Notes pursuant to any of the
procedures described in the Statement under the caption "The Offer --
Procedures for Tendering Notes and Delivering Consents" and in the
instructions hereto and acceptance thereof by Airborne will constitute a
binding agreement between the undersigned and Airborne, upon the terms and
subject to the conditions of the Offer, including the undersigned's waiver of
any existing defaults and their consequences in respect of the Notes, the
Indenture and the Registration Rights Agreement.
For purposes of the Offer, Airborne will be deemed to have accepted for
purchase validly tendered Notes (or defectively tendered Notes with respect to
which Airborne has waived such defect) and the related Consents if, as and
when Airborne gives oral, or written notice thereof to the Depositary.
Under certain circumstances and subject to certain conditions of the
Offer (some of which Airborne may waive) set forth in the Statement, Airborne
may not be required to accept for purchase any of the Notes tendered or for
any related Consents delivered (including any Notes tendered and the related
Consents delivered after the Expiration Date). In this event, any Notes not
accepted for purchase will be returned promptly to the undersigned at the
address set forth above unless otherwise indicated herein under "Special
Delivery Instructions" below.
All authority conferred or agreed to be conferred by this Consent and
Letter of Transmittal shall survive the death or incapacity of the undersigned
and every obligation of the undersigned under this Consent and Letter of
Transmittal shall be binding upon the undersigned's heirs, personal
representatives, executors, administrators, successors, assigns, trustees in
bankruptcy and other legal representatives.
The delivery and surrender of the Notes pursuant to the Offer is not
effective, and the risk of loss of the Notes does not pass to the Depositary,
until receipt by the Depositary of this Consent and Letter of
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Transmittal or a facsimile hereof, properly completed and duly executed,
together with all accompanying evidences of authority and any other documents
in form satisfactory to Airborne.
Unless otherwise indicated herein under "Special Issuance Instructions,"
the undersigned hereby requests that any Notes representing principal amounts
not tendered or not accepted for purchase pursuant to the Offer be issued in
the name(s) of the undersigned (and in the case of Notes tendered by
book-entry transfer, be credited to the account specified at DTC) and checks
constituting payments for Notes to be purchased in connection with the Offer
be issued to the order of the undersigned. Similarly, unless otherwise
indicated herein under "Special Delivery Instructions," the undersigned hereby
requests that any Notes representing principal amounts not tendered or not
accepted for purchase and checks constituting payments for Notes to be
purchased in connection with the Offer be delivered to the undersigned at the
address(es) shown above. In the event that the "Special Issuance Instructions"
box or the "Special Delivery Instructions" box or both are completed, the
undersigned hereby requests that any Notes representing principal amounts not
tendered or not accepted for purchase be issued in the name(s) of, and checks
constituting payment for Notes to be purchased in connection with the Offer be
issued in the name(s) of, and be delivered to, the person(s) at the
address(es) so indicated. The undersigned recognizes that Airborne has no
obligation pursuant to the "Special Issuance Instructions" box or "Special
Delivery Instructions" box to transfer any Notes from the name of the
registered Holder(s) thereof if Airborne does not accept for purchase any of
the principal amount of such Notes so tendered.
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PLEASE SIGN HERE
(To Be Completed by All Tendering Holders of Notes
Regardless of Whether Notes Are Being Physically
Delivered Herewith, Unless an Agent's Message Is Delivered
In Connection With a Book-Entry Transfer of Such Notes)
The completion, execution and delivery of this Consent and Letter of
Transmittal will be deemed to constitute a Consent to the Proposed Amendments.
This Consent and Letter of Transmittal must be signed by the registered
Holder(s) of Notes exactly as its (their) name(s) appear(s) on the Notes or if
tendered by a participant in the DTC, exactly as such participant's name
appears on a security position listing as the owner of Notes, or by person(s)
authorized to become registered Holder(s) by endorsements and documents
transmitted with this Consent and Letter of Transmittal. If the signature is
by a trustee, executor, administrator, guardian, attorney-in-fact, officer or
other person acting in a fiduciary or representative capacity, such person
must set forth his or her full title below under "Capacity" and submit
evidence satisfactory to Airborne of such person's authority to so act. See
Instruction 4 below.
If the signature appearing below is not of the registered Holder(s) of
the Notes, then the registered Holder(s) must sign a valid proxy. X
X ________________________________________________________________________
X ________________________________________________________________________
(Signature(s) of Holder(s) or Authorized Signatory)
Dated: _________________________________________, 2003
Name(s): ___________________________________________________________________
_____________________________________________________________________________
(Please Print)
Capacity: __________________________________________________________________
Address (including zip code): ______________________________________________
________________________________________________________________________
Area Code and Telephone No.: _______________________________________________
PLEASE COMPLETE FORM W-9 ENCLOSED WITH THE STATEMENT
MEDALLION SIGNATURE GUARANTEE (See Instruction 4 below)
Certain Signatures Must be Guaranteed by an Eligible Institution
_____________________________________________________________________
(Name of Eligible Institution Guaranteeing Signature(s))
_____________________________________________________________________
(Address (including zip code) and Telephone Number
(including area code) of Firm)
_____________________________________________________________________
(Authorized Signature)
_____________________________________________________________________
(Printed Name)
_____________________________________________________________________
(Title)
Dated: _________________________, 2003
Area Code and Telephone No.: ______________________________________
11
SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 3, 4, 5 and 7)
To be completed ONLY if Notes in a principal amount not tendered or not
accepted for purchase are to be issued in the name of, or checks constituting
payments for Notes to be purchased are to be issued to the order of, someone
other than the person or persons whose signature(s) appear(s) within this
Consent and Letter of Transmittal or issued to an address different from that
shown in the box entitled "Description of the Tendered Notes" within this
Consent and Letter of Transmittal, or if Notes tendered by book-entry transfer
that are not accepted for purchase are to be credited to an account maintained
at DTC other than the one designated above.
Issue [ ] Notes
[ ] Checks
(check as applicable)
Name(s): ___________________________________________________________________
(Please Print)
Address: ___________________________________________________________________
(Please Print)
_____________________________________________________________________________
(Zip Code)
_____________________________________________________________
Taxpayer Identification or Social Security Number
(See Form W-9 enclosed with the Statement)
[ ] Credit unpurchased Notes by book-entry transfer to the DTC account set
forth below:
(DTC Account Number)
Name of Account Party: _____________________________________________________
PLEASE COMPLETE FORM W-9 ENCLOSED WITH THE STATEMENT
SIGNATURE GUARANTEE (See Instruction 4 below)
Certain Signatures Must be Guaranteed by an Eligible Institution
_____________________________________________________________________________
(Name of Eligible Institution Guaranteeing Signatures)
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
(Address (including zip code) and
Telephone Number (including area code) of Firm)
_____________________________________________________________________________
(Authorized Signature)
_____________________________________________________________________________
(Printed Name)
_____________________________________________________________________________
(Title)
Date: __________________, 2003
SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 3, 4, 5 and 7)
To be completed ONLY if Notes in a principal amount not tendered or not
accepted for purchase or checks constituting payments for Notes to be
purchased are to be sent to someone other than the person or persons whose
signature(s) appear(s) within this Consent and Letter of Transmittal or to an
address different from that shown in the box entitled "Description of the
Tendered Notes" within this Consent and Letter of Transmittal.
Deliver [ ] Notes
[ ] Checks
(check as applicable)
Name(s): ___________________________________________________________________
(Please Print)
Address: ___________________________________________________________________
(Please Print)
_____________________________________________________________________________
(Zip Code)
_____________________________________________________________
Taxpayer Identification or Social Security Number
(See Form W-9 enclosed with the Statement)
12
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Delivery of this Consent and Letter of Transmittal and Notes or
Book-Entry Confirmations. To tender Notes in the Offer (and thereby deliver
Consents), physical delivery of the Notes or a confirmation of any book-entry
transfer into the Depositary's account with DTC of Notes tendered and related
Consents given electronically, as well as a properly completed and duly
executed copy (or facsimile) of this Consent and Letter of Transmittal (or
Agent's Message (as defined below) in connection with a book-entry transfer),
and any other documents required by this Consent and Letter of Transmittal,
must be received by the Depositary at its address set forth herein on or prior
to the Expiration Date (and not properly withdrawn such Notes or revoked the
related Consents).
The method of delivery of the Notes and Consents and Letters of
Transmittal, any required signature guarantees and all other required
documents, including delivery through DTC and any acceptance of an Agent's
Message transmitted through ATOP, is at the election and risk of the person
tendering Notes and delivering Consents and Letters of Transmittal and, except
as otherwise provided in the Consent and Letter of Transmittal, delivery will
be deemed made only when actually received by the Depositary. If delivery is
by mail, it is suggested that the Holder use properly insured, registered mail
with return receipt requested, and that the mailing be made sufficiently in
advance of the Expiration Date to permit delivery to the Depositary on or
prior to such date. Manually signed facsimile copies of this Consent and
Letter of Transmittal, properly completed and duly executed, will be accepted.
Consent and Letters of Transmittal and Notes should be sent only to the
Depositary; not to Airborne, the Trustee, the Dealer Manager, the Solicitation
Agent, the Information Agent or DTC.
The tender of Notes by a Holder (and subsequent acceptance of such tender
by Airborne) in the Offer pursuant to any of the procedures set forth in the
Statement and in this Consent and Letter of Transmittal will constitute a
binding agreement between such Holder and Airborne upon the terms and subject
to the conditions of the Offer set forth in the Statement and in this Consent
and Letter of Transmittal.
Only registered Holders are authorized to tender their Notes and thereby
Consent to the Proposed Amendments. The procedures by which Notes may be
tendered (and the related Consents thereby given) by beneficial owners that
are not registered Holders will depend upon the manner in which the Notes are
held.
Unless the Notes being tendered are deposited by the Holder with the
Depositary prior to the Expiration Date (accompanied by a properly completed
and duly executed Consent and Letter of Transmittal), Airborne may, at its
option, reject such tender. Payment for Notes will be made only against
deposit of tendered Notes and delivery of all other required documents.
2. Consent to Proposed Amendments; Withdrawal of Tenders and Revocation
of Consents. In accordance with the Statement, all properly completed and
executed Consent and Letters of Transmittal consenting to the Proposed
Amendments that are received by the Depositary (and not withdrawn) on or prior
to the Expiration Date will be counted as Consents with respect to the
Proposed Amendments.
Tenders of Notes and delivery of Consents made pursuant to the Offer
prior to the Expiration Date may be properly withdrawn and revoked at any time
prior to the Expiration Date and, if not yet accepted for payment, after the
expiration of 40 business days from the date the Offer was commenced. The
valid withdrawal of Notes from the Offer will constitute the concurrent valid
revocation of such Holder's related Consent and the valid revocation of
Consent will constitute the concurrent withdrawal of the related Notes from
the Offer. For a withdrawal of Notes from the Offer to be proper, a Holder
must comply fully with the withdrawal procedures set forth below.
Holders who wish to exercise their right to withdrawal or to revoke
Consent with respect to the Offer must give written notice of withdrawal or
revocation delivered by mail, hand delivery or facsimile transmission (or an
electronic ATOP transmission notice of withdrawal or revocation in the case of
DTC participants), which notice must be received by the Depositary at one of
its addresses set forth on the back cover of the Statement prior to the
Expiration Date. In order to be valid, a notice of withdrawal or revocation
must (i) specify the name of the person who tendered the Notes to be withdrawn
or delivered the Consents to be revoked, (ii) state the name in which the
Notes are registered (or, if tendered by book-entry transfer, the name of the
DTC participant whose name appears on the security position listing as the
owner of such Notes), if different than that of the person who tendered the
Notes to be withdrawn or to which the Consents to be revoked relate, (iii)
contain the description of the Notes to be withdrawn or to which the Consents
to be revoked relate and identify the certificate number or numbers shown on
13
the particular certificates evidencing such Notes (unless such Notes were
tendered by book-entry transfer) and the aggregate principal amount
represented by such Notes and (iv) be signed by the Holder of such Notes in
the same manner as the original signature on this Consent and Letter of
Transmittal by which such Notes were tendered and Consents delivered
(including any required signature guarantees), if any, or be accompanied by
(x) documents of transfer sufficient to have the Trustee register the transfer
of the Notes into the name of the person withdrawing such Notes or revoking
such Consents and (y) a properly completed irrevocable proxy that authorized
such person to effect such withdrawal or revocation on behalf of such Holder.
If the Notes to be withdrawn or the Consents to be revoked have been delivered
or otherwise identified to the Depositary, a signed notice of withdrawal is
effective immediately upon written or facsimile notice of withdrawal even if
physical release is not yet effected. Any Notes properly withdrawn will be
deemed to be not validly tendered for purposes of the Offer and will render
the related Consent defective. Any Consent properly revoked will cause the
related Notes to be deemed to be properly withdrawn.
Notes properly withdrawn may thereafter be re-tendered (and Consents
thereby re-given) to the Offer at any time prior to the Expiration Date by
following the procedures described under "The Offer -- Procedures for
Tendering Notes and Delivering Consents in the Offer" in the Statement. Notes
properly withdrawn from the Offer may also be surrendered for conversion
pursuant to the terms and conditions of the Indenture.
3. Partial Tenders. Tenders of Notes to the Offer will be accepted only
in principal amounts equal to $1,000 or integral multiples thereof. If less
than the entire principal amount of any Notes evidenced by a submitted
certificate is tendered, the tendering Holder must fill in the principal
amount tendered in the last column of the box entitled "Description of the
Tendered Notes" herein. The entire principal amount for all Notes delivered to
the Depositary will be deemed to have been tendered unless otherwise
indicated. If the entire principal amount of all Notes is not tendered or not
accepted for purchase, the principal amount of Notes not tendered or not
accepted for purchase will be sent (or, if tendered by book-entry transfer,
returned by credit to the account at DTC designated herein) to the tendering
Holder unless otherwise provided in the appropriate box on this Consent and
Letter of Transmittal (see Instruction 5) promptly after the Notes are
accepted for purchase.
4. Signatures on this Consent and Letter of Transmittal, Bond Powers and
Endorsement Guarantee of Signatures. If this Consent and Letter of Transmittal
is signed by the registered Holder(s) of the Notes tendered hereby, the
signature(s) must correspond with the name(s) as written on the face of the
certificate(s) without alteration, enlargement or any change whatsoever. If
this Consent and Letter of Transmittal is signed by a participant in DTC whose
name is shown as the owner of the Notes tendered hereby, the signature must
correspond with the name shown on the security position listing as the owner
of the Notes.
If this Consent and Letter of Transmittal is executed by a holder of
Notes who is not the registered Holder, then the registered Holder must sign a
valid proxy, with the signature of such registered Holder guaranteed by an
Eligible Institution.
If any of the Notes tendered hereby (and with respect to which any
Consent is given) are owned of record by two or more joint owners, all such
owners must sign this Consent and Letter of Transmittal. If any tendered Notes
are registered in different names, it will be necessary to complete, sign and
submit as many separate copies of this Consent and Letter of Transmittal and
any necessary accompanying documents as there are different names in which the
Notes are held.
If this Consent and Letter of Transmittal or any Notes or bond powers are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing, and proper evidence
satisfactory to Airborne of their authority to so act must be submitted with
this Consent and Letter of Transmittal.
Endorsements on Notes, signatures on bond powers and proxies provided in
accordance with this Instruction 4 by registered Holders not executing this
Consent and Letter of Transmittal must be guaranteed by an Eligible
Institution.
No signature guarantee is required if (i) this Consent and Letter of
Transmittal is signed by the registered Holder (which term includes any
participant in DTC whose name appears on a security position listing as the
owner of the Notes) of the Notes tendered herewith and payment of the Offer
Consideration is to be made, or if any Notes for principal amounts not
tendered or not accepted for purchase are to be issued, directly to such
Holder (or, if tendered by a participant in DTC, any Notes for principal
amounts not tendered or not accepted for purchase are to
14
be credited to such participant's account) and neither the "Special Issuance
Instructions" box nor the "Special Delivery Instructions" box on this Consent
and Letter of Transmittal has been completed or (ii) such Notes are tendered
(and Consents thereby delivered) for the account of any institution that is an
Eligible Institution (as defined below). In all other cases, all signatures on
Consents and Letters of Transmittal and endorsements on certificates,
signatures on bond powers and consent proxies (if any) accompanying Notes must
be guaranteed by a financial institution (including most commercial banks,
savings and loan associations and brokerage houses) that is a participant in
the Security Transfer Agents Medallion Program, the New York Stock Exchange
Medallion Signature Guarantee Program or the Stock Exchange Medallion Program
(each of the foregoing being referred to as an "Eligible Institution"). If the
Notes are registered in the name of a person other than the signer of this
Consent and Letter of Transmittal or if Notes not accepted for purchase or not
tendered are to be returned to a person other than the registered Holder, then
the signatures on the Consents and Letters of Transmittal accompanying the
tendered Notes must be guaranteed as described above.
5. Special Issuance and Special Delivery Instructions. Tendering Holders
should indicate in the applicable box or boxes the name and address to which
Notes for principal amounts not tendered or not accepted for purchase or
checks constituting payments for Notes to be purchased, are to be issued or
sent, if different from the name and address of the registered Holder signing
this Consent and Letter of Transmittal. In the case of issuance in a different
name, the taxpayer identification or social security number of the person
named must also be indicated. If no instructions are given, Notes not tendered
or not accepted for purchase will be returned to the registered Holder of the
Notes tendered. Any Holder of Notes tendering by book-entry transfer may
request that Notes not tendered or not accepted for purchase be credited to
such account at DTC as such Holder may designate under the caption "Special
Issuance Instructions." If no such instructions are given, any such Notes not
tendered or not accepted for purchase will be returned by crediting the
account at DTC designated above. Special issuance instruction will be honored
only if any transfer taxes payable in relation thereto are paid by the
transferee or transferor and satisfactory evidence of such payment presented
to the Depositary.
6. Taxpayer Identification Number. Each tendering Holder is required to
provide the Depositary (as payer on behalf of Airborne) with the Holder's
correct taxpayer identification number ("TIN"), generally the Holder's social
security or United States federal employee identification number, on Form W-9,
a copy of which is enclosed with the Statement, or otherwise establish another
basis for exemption from backup withholding. A Holder must cross out item (2)
in the Certification box on Form W-9 if such Holder is subject to backup
withholding. In addition to potential penalties, failure to provide the
correct information on the form may subject the tendering Holder to 28% United
States federal income tax backup withholding on the payments made to the
Holder or other payee with respect to the Offer. A Holder shall write "applied
for" in the space provided in Part I of the form and complete the Certificate
of Awaiting Taxpayer Identification Number attached to the Form W-9 enclosed
with the Statement if the tendering Holder has not been issued a TIN and has
applied for a TIN or intends to apply for a TIN in the near future. In such
case, the Depositary will withhold 28% of all such payments of the Offer
Consideration until a TIN is provided to the Depositary, and if the Depositary
is not provided with a TIN within 60 days, such amounts will be paid over to
the Internal Revenue Service. A Holder who writes "applied for" in Part I in
lieu of furnishing his or her TIN should furnish his or her TIN as soon as it
is received. A tendering Holder that is not a United States person may qualify
as an exempt recipient by submitting to the Depositary a properly completed
applicable Form W-8 (which the Depositary will provide upon request) signed
under penalty of perjury, attesting to that Holder's exempt status.
7. Transfer Taxes. Airborne will pay transfer taxes applicable to the
purchase and transfer of Notes pursuant to the Offer unless the box entitled
"Special Issuance Instructions" or the box entitled "Special Delivery
Instructions" on this Consent and Letter of Transmittal has been completed, as
described in the Instructions hereto.
Except as provided in this Instruction 7, it will not be necessary for
transfer stamps to be affixed to the Notes listed in this Consent and Letter
of Transmittal.
8. Irregularities. All questions as to the form of all documents and the
validity (including time of receipt), eligibility and acceptance of all
tenders of Notes (and related delivery of Consents) in the Offer will be
determined by Airborne, in its sole discretion, the determination of which
shall be final and binding. Alternative, conditional or contingent tenders
will not be considered valid. Airborne reserves the absolute right to reject
any or all tenders of Notes to the Offer that are not in proper form or the
acceptance of which would, in Airborne's opinion, be unlawful. Airborne also
reserves the right to waive any defects, irregularities or conditions of
tender as to particular Notes in the Offer (other than defects in the proper
completion and execution of the Conversion Notice by any Holder attempting to
elect to receive Consideration Option B). Airborne's interpretations of the
terms and
15
conditions of the Offer (including the instructions in the Consent and Letter
of Transmittal) will be final and binding. Any defect or irregularity in
connection with tenders of Notes to the Offer must be cured within such time
as Airborne determines, unless waived by Airborne. Tenders of Notes (and
delivery of the related Consents) to the Offer shall not be deemed to have
been made until all defects and irregularities have been waived by Airborne or
cured. None of Airborne, the Dealer Manager, the Solicitation Agent, the
Depositary, the Information Agent or any other person will be under any duty
to give notice of any defects or irregularities in tenders of Notes, or will
incur any liability to Holders for failure to give any such notice.
9. Waiver of Conditions. To the extent it is legally permitted to do so,
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 for
purposes of effecting the Proposed Amendments, (ii) to extend or terminate the
Offer or (iii) to otherwise amend the Offer in any respect.
10. Mutilated, Lost, Stolen or Destroyed Notes. Any Holder of Notes whose
Notes have been mutilated, lost, stolen or destroyed should write to or
telephone the Trustee for the Notes at the address or telephone number set
forth in the Statement under the caption "Lost or Missing Certificates" about
the procedures for obtaining replacement certificates for such Notes,
arranging for indemnification or any other matter that requires handling by
the Trustee.
11. Requests for Assistance or Additional Copies. Questions relating to
the procedure for tendering Notes and consenting to the Proposed Amendments
and requests for assistance or additional copies of the Statement and this
Consent and Letter of Transmittal may be directed to, and additional
information about the Offer may be obtained from, the Information Agent, whose
address and telephone number appear on the back cover of this Consent and
Letter of Transmittal.
16
The Information Agent for the Offer is:
D.F. KING & CO., INC.
48 Wall Street
New York, New York 10005
Banks and Brokers, Call Collect:
(212) 269-5550
All Others Call Toll Free:
(888) 887-0082
The Dealer Manager for the Offer is:
DEUTSCHE BANK SECURITIES INC.
Liability Strategies Group
60 Wall Street
New York, New York 10005
(866) 627-0391 (toll free)
(212) 250-7445 (collect)
Attention: Jenny Lie