================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
SCHEDULE 14D-9
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4)
of the Securities Exchange Act of 1934
(Amendment No. 2)
AIR EXPRESS INTERNATIONAL CORPORATION
(Name of Subject Corporation)
Air Express International Corporation
(Name of Persons Filing Statement)
Common Stock, $0.01 par value
(Title of Class of Securities)
009104100
(CUSIP Number of Class of Securities)
DENNIS M. DOLAN
Executive Vice President and Chief Financial Officer
AIR EXPRESS INTERNATIONAL CORPORATION
120 Tokeneke Road
Darien, Connecticut 06820
(203) 655-7900
(Name, address and telephone number of person
authorized to receive notice and communications
on behalf of the person(s) filing statement)
Copy to:
KATHERINE P. BURGESON, ESQ.
CUMMINGS & LOCKWOOD
Four Stamford Plaza
P. O. Box 120
Stamford, Connecticut 06904
(203) 351-4260
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
================================================================================
The Solicitation/Recommendation Statement on Schedule 14D-9 of which
this Amendment No. 2 (this "Amendment No. 2") is a part relates to an offer by
DP Acquisition Corporation, a Delaware corporation (the "Offeror"), a
wholly-owned subsidiary of Deutsche Post AG, a German corporation (the
"Parent"), to purchase all of the outstanding shares of common stock, $0.01 par
value per share (the "Shares"), of Air Express International Corporation, a
Delaware corporation (the "Company"), made by means of an Offer to Purchase
dated November 19, 1999, as amended by a supplement dated November 23, 1999 (as
so amended, the "Offer to Purchase"). The Solicitation/Recommendation Statement
on Schedule 14D-9 of the Company dated November 19, 1999, as amended by
Amendment No. 1 thereto, is hereinafter referred to as the "Schedule 14-9."
Except as otherwise amended by this Amendment No. 2, the information
contained in the Schedule 14D-9 is hereby confirmed.
Item 8. ADDITIONAL INFORMATION TO BE FURNISHED.
The text of Item 8 is hereby amended and supplemented by adding to the
end thereof the following:
On February 7, 2000, the European Commission cleared the Parent's
acquisition of the Company. All necessary United States and European Commission
regulatory approvals have now been obtained. As previously announced, the Offer
to Purchase all outstanding Shares of the Company will expire at 12:00 midnight,
New York time, February 9, 2000. A copy of the joint press release, dated
February 7, 2000, issued by the Parent and the Company announcing the receipt of
all United States and European Commission approvals is filed as Exhibit (a)(5)
and is incorporated by reference.
Item 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended and supplemented to add the following exhibit:
Exhibit (a)(5) Text of Joint Press Release issued by the Parent and the
Company on February 7, 2000.
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.
AIR EXPRESS INTERNATIONAL CORPORATION
By: /s/ Daniel J. McCauley
---------------------------------
Daniel J. McCauley
Vice President, Secretary and
General Counsel
Dated: February 8, 2000
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
(a)(5) Text of Joint Press Release issued by the Parent and the
Company on February 7, 2000.