As filed with the Securities and Exchange Commission on April 30, 2001
Registration No. 333-____
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FedEx Corporation
(Exact Name of Registrant as Specified in Its Charter)
Delaware 4513 62-1721435
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or Classification Code Number) Identification
organization) Number)
942 South Shady Grove Road
Memphis, Tennessee 38120
(901) 818-7500
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
---------
KENNETH R. MASTERSON
FedEx Corporation
942 South Shady Grove Road
Memphis, Tennessee 38120
(901) 818-7500
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
---------
Copies to:
Sarah J. Beshar, Esq.
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
(212) 450-4000
Approximate date of commencement of proposed sale to the public: As soon
as practicable after the effective date of this Registration Statement.
If the securities being registered on this form are to be offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier
registration statement for the same offering.[ ]
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.[ ]
---------
CALCULATION OF REGISTRATION FEE
=================================================================================================================================
Proposed
Proposed Maximum
Maximum Aggregate
Title of Each Class Amount to be Offering Price Offering Price Amount of
of Securities to be Registered Registered Per Unit (1) (1) Registration Fee
- ---------------------------------------------------------------------------------------------------------------------------------
6 5/8% Notes due 2004........................ $250,000,000 100% $250,000,000 $62,500
6 7/8% Notes due 2006........................ $250,000,000 100% $250,000,000 $62,500
7 1/4% Notes due 2011........................ $250,000,000 100% $250,000,000 $62,500
Guarantees of 65/8% Notes due 2004 (2) ...... (3) (3) (3) (4)
Guarantees of 67/8% Notes due 2006 (2)....... (3) (3) (3) (4)
Guarantees of 71/4% Notes due 2011 (2) ...... (3) (3) (3) (4)
- ---------------------------------------------------------------------------------------------------------------------------------
Total........................................ $750,000,000 100% $750,000,000 $187,500
=================================================================================================================================
(1) Determined pursuant to Rule 457(f) under the Securities Act of 1933.
(2) See inside facing page for table of registrant guarantors.
(3) No separate consideration will be received for the guarantees.
(4) Pursuant to Rule 457(n), no separate filing fee is required for the
guarantees.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
===============================================================================
State or other
jurisdiction of IRS Employer
Exact Name of incorporation or Identification Address of Registrant
Registrant Guarantor organization Number Guarantor's Executive Offices
American Freightways, Inc. Arkansas 71-0562003 2200 Forward Drive
Harrison, AR 72601
Caribbean Transportation Services, Inc. Delaware 62-1789751 7304 West Market Street
Greensboro, NC 27409
Federal Express Corporation Delaware 71-0427007 3610 Hacks Cross Road
Memphis, TN 38125
Federal Express (Australia) Pty Ltd. Australia N/A 215-225 Euston Road
Alexandria
NSW 2015 Australia
Federal Express Aviation Services, Delaware 58-1689318 3610 Hacks Cross Road
Incorporated Memphis, TN 38125
Federal Express Canada Ltd. Canada N/A 5985 Explorer Drive
Mississauga, Ontario L4W 5K6
Federal Express Europe, Inc. Delaware 62-1441419 3610 Hacks Cross Road
Memphis, TN 38125
Federal Express Europe, Inc. & Co., Belgium N/A Airport Building 119
V.O.F./S.N.C. 1820 Melsbroek, Belgium
Federal Express Holdings S.A. Delaware 62-1361344 3610 Hacks Cross Road
Memphis, TN 38125
Federal Express Holdings (Mexico) y Mexico N/A Calle Insurgentes
Compania S.N.C. de C.V. Sur 899
Napoles 03810
Mexico D.F., Mexico
Federal Express International (France) France N/A 125/135 Av. Louis Roche 92230,
SNC Gennevilliers
Federal Express International, Inc. Delaware 58-1689315 3610 Hacks Cross Road
Memphis, TN 38125
Federal Express Japan K.K. Japan N/A Kyodo Building
16 Ichibancho
Chiyoda-Ku
Tokyo 102-0082 Japan
Federal Express Pacific, Inc. Delaware 62-1441421 3610 Hacks Cross Road
Memphis, TN 38125
Federal Express (Singapore) Pte. Ltd. Singapore N/A 3 Khaki Bukit Road #2
Block A, Unit 3E
Eunos Warehouse Complex
Singapore 417837
Federal Express Virgin Islands, Inc. U.S. Virgin Islands N/A Havensite Mall
Charlotte Amalie
St. Thomas, U.S. Virgin Islands
FedEx Corporate Services, Inc. Delaware 62-1808017 942 S. Shady Grove Road
Memphis, TN 38120
FedEx Custom Critical, Inc. Ohio 34-1175962 2088 South Arlington Road
Akron, OH 44306
State or other
jurisdiction of IRS Employer
Exact Name of incorporation or Identification Address of Registrant
Registrant Guarantor organization Number Guarantor's Executive Offices
FedEx Freight System, Inc. Delaware 62-1835899 6075 Poplar Avenue, Suite 300
Memphis, TN 38119
FedEx Ground Package System, Inc. Delaware 34-1441019 1000 FedEx Drive
Moon Township, PA 15108
FedEx Ground Package System, Ltd. Wyoming 34-1791318 3930 Nashua Drive, Suite 201
Mississauga, Ontario L4V 1M5
FedEx Supply Chain Services, Inc. Ohio 34-1614601 5455 Darrow Road
Hudson, OH 44236
FedEx Trade Networks, Inc. Delaware 62-1808886 6075 Poplar Avenue, Suite 434
Memphis, TN 38119
Tower Group International, Inc. New York 16-0807223 128 Dearborn Street
Buffalo, NY 14207
Tower Group International Canada Inc. Canada N/A 5915 Airport Rd, Suite 1100
Mississauga, Ontario LV4 1T1
Viking Freight, Inc. California 94-1620812 6411 Guadalupe Mines Road
San Jose, CA 95120
World Tariff, Limited California 94-3117785 220 Montgomery Street, Suite 448
San Francisco, CA 94101
The information in this prospectus is not complete and may be changed. This
prospectus is not an offer to acquire these securities and it is not soliciting
an offer to acquire these securities in any jurisdiction where the offer,
exchange or sale is not permitted.
Subject to Completion, dated April 30, 2001
PROSPECTUS
, 2001
[FedEx LOGO]
Offer to Exchange
$250,000,000 6 5/8% Notes due 2004,
$250,000,000 6 7/8% Notes due 2006 and
$250,000,000 7 1/4% Notes due 2011
for
$250,000,000 6 5/8% New Notes due 2004,
$250,000,000 6 7/8% New Notes due 2006 and
$250,000,000 7 1/4% New Notes due 2011
---------
We are offering to exchange up to $250,000,000 of our 6 5/8% notes due
2004, up to $250,000,000 of our 6 7/8% notes due 2006 and up to $250,000,000 of
our 7 1/4% notes due 2011 (collectively, the "New Notes"), which will be
registered under the Securities Act of 1933, as amended, for up to $250,000,000
of our issued and outstanding 6 5/8% notes due 2004, up to $250,000,000 of our
issued and outstanding 6 7/8% notes due 2006 and up to $250,000,000 of our
issued and outstanding 7 1/4% notes due 2011 (collectively, the "Old Notes"),
respectively. We are offering to issue the New Notes to satisfy our obligations
contained in the registration rights agreement we entered into when the Old
Notes were sold in transactions in reliance on Rule 144A and Regulation S under
the Securities Act. The New Notes are guaranteed by all of our subsidiaries,
excluding subsidiaries that are, individually and in the aggregate, considered
minor pursuant to the rules of the Securities and Exchange Commission.
The terms of each series of New Notes are identical in all material
respects to the terms of the related series of Old Notes, except that the
transfer restrictions, registration rights and additional interest provisions
relating to the Old Notes do not apply to the New Notes.
The exchange offer and withdrawal rights will expire at 5:00 p.m., New
York City time, on , 2001 unless extended.
You should carefully review the risk factors on page 8 of this prospectus.
---------
To exchange your Old Notes for New Notes of the same series:
o You must complete and send the letter of transmittal that accompanies
this prospectus to the exchange agent by 5:00 p.m., New York City
time, on , 2001.
o If your Old Notes are held in book-entry form at The Depository Trust
Company, you must instruct DTC, through your signed letter of
transmittal, that you wish to exchange your Old Notes for New Notes.
When the exchange offer closes, your DTC account will be changed to
reflect your exchange of Old Notes for New Notes.
o You should read the section called "The Exchange Offer" for
additional information on how to exchange your Old Notes for New
Notes.
The Securities and Exchange Commission and state securities regulators
have not approved or disapproved of these securities, or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
TABLE OF CONTENTS
Page
----
Forward-Looking Statements................................................ 2
Where You Can Find More Information....................................... 3
Summary................................................................... 4
Risk Factors.............................................................. 8
Selected Consolidated Financial Information............................... 10
No Cash Proceeds to FedEx Corporation..................................... 12
Ratio of Earnings to Fixed Charges........................................ 12
Description of the New Notes.............................................. 13
The Exchange Offer........................................................ 21
Taxation.................................................................. 29
Plan of Distribution...................................................... 30
Notice to Investors....................................................... 31
Validity of the New Notes................................................. 31
Experts................................................................... 32
Subsidiary Guarantors..................................................... 32
Index to Consolidated Financial Statements of American
Freightways Corporation.................................................F-1
---------------------------
FORWARD-LOOKING STATEMENTS
This prospectus (including the information incorporated by reference in
this prospectus) contains forward-looking statements with respect to the
financial condition, results of operations, plans, objectives, future
performance and business of FedEx Corporation. Forward-looking statements
include those preceded by, followed by or that include the words "believes,"
"expects," "anticipates," "estimates" or similar expressions. These forward-
looking statements involve risks and uncertainties. Neither FedEx nor any other
person assumes responsibility for the accuracy and completeness of these
statements. Actual results may differ materially from those contemplated by
such forward-looking statements due to, among other things, matters described
in the documents incorporated by reference in this prospectus and in the "Risk
Factors" section of this prospectus, such as:
o economic and competitive conditions in the markets in which we
operate;
o continued increases in fuel costs and the ability to mitigate the
effects of such increases through fuel surcharges and hedging
activities;
o our ability to match aircraft, vehicle and sort capacity with
customer volume levels; and
o other uncertainties that we detail from time to time in our SEC
filings.
As a result of these and other factors, no assurance can be given as to
our future results and achievements. You should not place undue reliance on the
forward-looking statements, which speak only as of the date of this prospectus
or the date of the document incorporated by reference in this prospectus. We
are under no obligation, and we expressly disclaim any obligation, to update or
alter any forward-looking statements, whether as a result of new information,
future events or otherwise.
See "Where You Can Find More Information" and "Risk Factors."
-----------------------
2
WHERE YOU CAN FIND MORE INFORMATION
We and our largest subsidiary, Federal Express Corporation, file annual,
quarterly and special reports, proxy statements and other information with the
SEC. These SEC filings are available to the public over the Internet at the
SEC's web site at http: //www.sec.gov. You may also read and copy any of these
documents at the SEC's public reference rooms in Washington, D.C., New York,
New York and Chicago, Illinois. Please call the SEC at 1-800- SEC-0330 for
further information on its public reference rooms.
The SEC allows us to incorporate by reference information into this
prospectus, which means that we can disclose important information to you by
referring you to another document filed separately with the SEC. Information
incorporated by reference is considered a part of this prospectus, and later
information filed with the SEC will automatically update and supersede previous
information. We and our largest subsidiary, Federal Express Corporation,
incorporate by reference the documents listed below and all future filings made
with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934 between the date of this prospectus and the completion of the
exchange offer. We expect that each of our other subsidiary guarantors will be
exempt from periodic reporting under the Exchange Act in reliance on Rule 12h-5
under the Exchange Act. See "Subsidiary Guarantors."
FedEx Corporation SEC Filings Period
- ----------------------------------------------- ------------------------------------------
Annual Report on Form 10-K Fiscal Year ended May 31, 2000
Quarterly Reports on Form 10-Q Quarters ended August 31, 2000, November
30, 2000 and February 28, 2001
Current Reports on Form 8-K Filed on November 15, 2000 and January 16,
2001
Federal Express Corporation SEC Filings Period
- ----------------------------------------------- ------------------------------------------
Annual Report on Form 10-K Fiscal Year ended May 31, 2000
Quarterly Reports on Form 10-Q Quarters ended August 31, 2000, November
30, 2000 and February 28, 2001
Current Report on Form 8-K Filed on January 16, 2001
You may request a copy of these filings at no cost, by writing or
telephoning us at:
FedEx Corporation
Attention: Investor Relations
942 South Shady Grove Road
Memphis, Tennessee 38120
(901) 818-7200
To obtain timely delivery, you must request the information no later than
, 2001, or five business days prior to the expiration date of the
exchange offer if the exchange offer is extended.
We have filed with the SEC under the Securities Act and the rules and
regulations thereunder a registration statement on Form S-4 with respect to the
New Notes. This prospectus is a part of that registration statement. As allowed
by SEC rules, this prospectus does not contain all the information you can find
in the registration statement or the exhibits to the registration statement.
You should rely only on the information contained in this prospectus or
that we have referred you to. We have not authorized any other person to
provide you with different information. If anyone provides you with different
or inconsistent information, you should not rely on it. We are not making an
offer of these securities in any state where the offer is not permitted. You
should assume that the information appearing in this prospectus, as well as
information we previously filed with the SEC and are incorporating by
reference, is accurate only as of the date on the front cover of this
prospectus. Our business, financial condition, results of operations and
prospects may have changed since that date.
3
SUMMARY
The following summary contains basic information about FedEx and this
exchange offer. It may not contain all the information that is important to you
in making your investment decision. More detailed information appears elsewhere
in this prospectus and in our consolidated financial statements and
accompanying notes that we incorporate by reference. "The Exchange Offer" and
the "Description of the New Notes" sections of this prospectus contain more
detailed information regarding the terms and conditions of the exchange offer
and the New Notes.
FedEx Corporation
FedEx is a leading global provider of transportation, e-commerce and
supply chain management services. Services offered by FedEx companies include
worldwide express delivery, ground small-package delivery, less-than-truckload
freight delivery, global logistics, supply chain management and customs
brokerage, as well as trade facilitation and electronic commerce solutions.
FedEx offers its integrated business solutions through a portfolio of operating
companies, including
- FEDERAL EXPRESS CORPORATION ("FedEx Express"). FedEx Express is our
largest subsidiary and is the world leader in global express
distribution, offering time-certain delivery within 24 to 48 hours
among markets that comprise more than 90% of the world's gross
domestic product.
- FEDEX GROUND PACKAGE SYSTEM, INC. ("FedEx Ground"). FedEx Ground is
North America's second largest provider of business and residential
money-back guaranteed ground package delivery. FedEx Ground provides
money-back guaranteed, low-cost residential deliveries to many major
U.S. markets through its new FedEx Home Delivery service.
- FEDEX FREIGHT SYSTEM, INC. ("FedEx Freight"). FedEx Freight provides
less-than-truckload ("LTL") freight service through American
Freightways, Inc. ("American Freightways") and Viking Freight, Inc.
("Viking"). American Freightways is an LTL freight carrier serving
direct all points in 40 contiguous U.S. states. Viking is an LTL
freight carrier operating principally in the western U.S. Together,
these two companies provide regional LTL freight service in 48 U.S.
states.
- FEDEX CORPORATE SERVICES, INC. ("FedEx Services"). FedEx Services
combines the sales, marketing and technology groups of FedEx, FedEx
Express and FedEx Ground, allowing us to provide our customers with a
single point of contact in those areas for easy access to our broad
portfolio of services. FedEx also offers complete supply chain
solutions through its FedEx Supply Chain Services, Inc. subsidiary by
combining worldwide transportation, information and physical
logistics services.
- FEDEX CUSTOM CRITICAL, INC. ("FedEx Custom Critical"). FedEx Custom
Critical is North America's largest time-specific, critical-shipment
carrier, offering non-stop, door-to-door delivery of urgent shipments
and those requiring special care in handling.
- FEDEX TRADE NETWORKS, INC. ("FedEx Trade Networks"). FedEx Trade
Networks provides customs brokerage, trade facilitation and freight
forwarding solutions, principally through its Tower Group
International, Inc. and Caribbean Transportation Services, Inc.
subsidiaries.
4
The Exchange Offer
Issuer................................. FedEx Corporation
New Notes.............................. Up to $250,000,000 aggregate principal
amount of our new 65/8% notes due
2004, up to $250,000,000 in aggregate
principal amount of our new 67/8%
notes due 2006 and up to $250,000,000
in aggregate principal amount of our
new 7 1/4% notes due 2011.
The Exchange Offer..................... We are offering to issue the New Notes
in exchange for a like principal
amount of outstanding Old Notes of the
same series that we issued on February
12, 2001. We are conducting this
exchange offer to satisfy our
obligations contained in the
registration rights agreement we
entered into when we sold the Old
Notes in transactions pursuant to Rule
144A and Regulation S under the
Securities Act. The Old Notes were
subject to transfer restrictions that
will not apply to the New Notes so
long as you are acquiring the New
Notes in the ordinary course of your
business, you are not participating in
a distribution of the New Notes and
you are not an affiliate of ours.
Maturity............................... The notes due 2004 will mature on
February 12, 2004, the notes due 2006
will mature on February 15, 2006 and
the notes due 2011 will mature on
February 15, 2011.
Interest Payment Dates................. For the notes due 2004, February 12
and August 12, of each year commencing
August 12, 2001; and for the notes due
2006 and the notes due 2011, February
15 and August 15, of each year
commencing August 15, 2001.
Redemption............................. The New Notes are not redeemable prior
to maturity unless certain specified
events occur involving U.S. taxation.
Payment of Additional Amounts.......... We will, subject to the exceptions and
limitations set forth in this
prospectus, pay as additional interest
on the notes any additional amounts
that are necessary so that the net
payment by us or a paying agent of the
principal of and interest on the notes
to a person that is a non-U.S. holder
(as defined under "Description of the
New Notes--Payment of Additional
Amounts") or a foreign partnership,
after deduction for any present or
future tax, assessment or governmental
charge of the United States or a
political subdivision or taxing
authority thereof or therein, imposed
by withholding with respect to the
payment, will not be less than the
amount that would have been payable in
respect of the notes had no such
withholding or deduction been
required.
Ranking................................ The New Notes will be unsecured and
unsubordinated and will rank equally
with all our other unsecured and
unsubordinated indebtedness and other
obligations.
5
Guarantees............................. The New Notes will be guaranteed by
all of our subsidiaries, excluding
subsidiaries which are, individually
and in the aggregate, considered
"minor" pursuant to the rules of the
SEC.
No Cash Proceeds....................... We will not receive any proceeds from
the issuance of the New Notes.
Form of the New Notes.................. The New Notes of each series will be
issued in the form of one or more
global securities which will be
deposited with, or on behalf of, DTC
and registered in the name of Cede &
Co., DTC's nominee. Beneficial
interests in the global securities
will be represented through book-entry
accounts of financial institutions
acting on behalf of beneficial owners
as direct and indirect participants in
DTC.
Governing Law.......................... The New Notes, the subsidiary
guarantees and the indenture will be
governed by New York law.
Tenders, Expiration Date, Withdrawal... The exchange offer will expire at 5:00
p.m., New York City time, on ,
2001 unless it is extended. To tender
your Old Notes you must follow the
detailed procedures described under
the heading "The Exchange
Offer--Procedures for Tendering"
including special procedures for
certain beneficial owners and broker-
dealers. If you decide to exchange
your Old Notes for New Notes, you must
acknowledge that you do not intend to
engage in and have no arrangement with
any person to participate in a
distribution of the New Notes. If you
decide to tender your Old Notes
pursuant to the exchange offer, you
may withdraw them at any time prior to
5:00 p.m., New York City time, on the
expiration date.
Federal Income Tax Consequences........ Your exchange of Old Notes for New
Notes pursuant to the exchange offer
will not result in a gain or loss to
you.
Exchange Agent......................... The Bank of New York is the exchange
agent for the exchange offer.
Failure to Exchange Your Old Notes..... If you fail to exchange your Old Notes
for New Notes in the exchange offer,
your Old Notes will continue to be
subject to transfer restrictions and
you will not have any further rights
under the registration rights
agreement, including any right to
require us to register your Old Notes
or to pay any additional interest.
Trading Market......................... To the extent that Old Notes are
tendered and accepted in the exchange
offer, your ability to sell
untendered, and tendered but
unaccepted, Old Notes could be
adversely affected. There may be no
trading market for the Old Notes.
6
There can be no assurance that an
active public market for the New Notes
will develop or as to the liquidity of
any market that may develop for the
New Notes, the ability of holders to
sell the New Notes, or the price at
which holders would be able to sell
the New Notes. For more details, see
the section called "Notice to
Investors."
General Indenture Provisions Applicable to the New Notes and the Old Notes
Indenture.............................. The New Notes will be issued under the
same indenture as the Old Notes.
No Limit on Debt....................... The indenture does not limit the
amount of debt that we may issue or
provide holders any protection should
we be involved in a highly leveraged
transaction.
Events of Default...................... Each of the following is an event of
default with respect to a series of
notes under the indenture:
o our failure to pay principal of that
series of notes when due;
o our failure to pay interest when due
on the notes of that series and
continuance of such failure for 30
days thereafter;
o our failure to perform other
covenants with respect to that series
of notes for 60 days after receipt of
notice of such failure; and
o certain events of bankruptcy,
insolvency or reorganization of FedEx
or any subsidiary guarantor which
represents more than 60% of our
consolidated total assets.
Remedies............................... If any event of default occurs and is
continuing, the trustee under the
indenture or holders of at least 50%
in aggregate principal amount of
outstanding notes of that series may
declare the principal thereof
immediately due and payable.
Other.................................. The New Notes and the Old Notes of
each series will vote together as a
single class for purposes of
determining whether the holders of the
requisite percentage in outstanding
principal amount have taken certain
actions or exercised certain rights
under the indenture.
7
RISK FACTORS
In addition to the information set forth elsewhere in this prospectus, you
should consider carefully the factors set forth below before exchanging your
Old Notes for New Notes.
Our Business Is Subject to Numerous Risks
We provide a broad portfolio of transportation and supply chain management
services through our principal operating subsidiaries. Our results of
operations and financial condition are subject to certain risks and
uncertainties, including:
o economic conditions in the markets in which we operate, which can
affect demand for our services;
o competition from other providers of transportation services;
o our ability to compete with new or improved services offered by our
competitors;
o changes in customer demand patterns;
o increases in aviation and motor fuel prices;
o our ability to match aircraft, vehicle and sort capacity with
customer volume levels;
o work stoppages, strikes or slowdowns by our employees;
o our ability to obtain aviation rights in important international
markets;
o changes in government regulation, weather and technological change;
and
o availability of financing on terms acceptable to us.
There Is No Limit on the Amount of Indebtedness That We May Incur
The indenture, which is described below under "Description of the New
Notes," does not limit the amount of secured or unsecured indebtedness which we
or our subsidiaries may incur. The indenture does not contain any debt
covenants or provisions which would afford the holders of the New Notes
protection in the event of a highly leveraged transaction.
We Depend Upon Our Subsidiaries to Service Our Debt
We are a holding company and derive all of our operating income from our
subsidiaries. Our only source of cash to pay principal of and interest on the
New Notes is from dividends and other payments from our subsidiaries. Our
subsidiaries' ability to make such payments may be restricted by, among other
things, applicable state and foreign corporate laws and other laws and
regulations. In addition, our right and the rights of our creditors, including
holders of the New Notes, to participate in the assets of any subsidiary upon
its liquidation or recapitalization would be subject to the prior claims of
such subsidiary's creditors, except to the extent that we may ourselves be a
creditor with recognized claims against such subsidiary. The New Notes will be
guaranteed by all of our subsidiaries, excluding subsidiaries which are,
individually and in the aggregate, considered "minor" pursuant to the rules of
the SEC. If our subsidiaries do not provide us with enough cash to make
payments on the notes when due, you may have to proceed directly against these
subsidiary guarantors.
8
Ratings of Our New Notes Could Be Lowered In the Future
The New Notes are rated "investment grade" by one or more nationally
recognized statistical rating organizations. A rating is not a recommendation
to purchase, hold or sell New Notes, since a rating does not predict the market
price of a particular security or its suitability for a particular investor.
The rating organization may lower our rating or decide not to rate our
securities in its sole discretion. The rating of the New Notes are based
primarily on the rating organization's assessment of the likelihood of timely
payment of interest when due on the New Notes and the ultimate payment of
principal of the New Notes on the final maturity date. The reduction,
suspension or withdrawal of the ratings of the New Notes will not, in and of
itself, constitute an event of default under the indenture.
An Active Trading Market For Our New Notes May Not Develop
There is no established trading market for the New Notes since they are a
new issue of securities. We do not intend to apply for the listing of any New
Notes on a national securities exchange. We cannot assure you as to the
liquidity of the public market for the New Notes or that any active public
market for the New Notes will develop or continue. If an active public market
does not develop or continue, the market price and liquidity of the New Notes
may be adversely affected.
Old Notes are Subject to Transfer Restrictions and may not have an Active
Trading Market
If you fail to exchange your Old Notes for New Notes in the exchange
offer, your Old Notes will continue to be subject to transfer restrictions and
you will not have any further rights under the registration rights agreement,
including any right to require us to register your Old Notes or to pay any
additional interest.
To the extent that Old Notes are tendered and accepted in the exchange
offer, your ability to sell untendered, and tendered but unaccepted, Old Notes
could be adversely affected. There may be no trading market for the Old Notes.
The Guarantees May Be Challenged as Fraudulent Conveyances
U.S. federal and state fraudulent conveyance or similar laws could limit
the enforceability of a guarantee. For example, creditors of a subsidiary
guarantor could claim that, since the guarantees were incurred for the benefit
of FedEx (and only indirectly for the benefit of a subsidiary guarantor), the
obligation of a subsidiary guarantor was incurred for less than reasonably
equivalent value or fair consideration. If any of our subsidiary guarantors was
deemed to have received less than reasonably equivalent value or fair
consideration for its guarantee, and, at the time it gave the guarantee, that
subsidiary guarantor:
o was insolvent or rendered insolvent by giving its guarantee;
o was engaged in a business or transaction for which its remaining
assets constituted unreasonably small capital; or
o intended to incur debts beyond its ability to pay such debts as they
mature,
then the obligations of such subsidiary guarantor under its guarantee could be
avoided or subordinated to its other debts. In this regard, in an attempt to
limit the applicability of fraudulent transfer laws, the indenture limits the
amount of each guarantee to the amount that will result in it not constituting
a fraudulent conveyance or improper corporate distribution. We cannot assure
you as to what standard a court would apply in making a determination as to
what would be the maximum liability of each guarantor.
9
SELECTED CONSOLIDATED FINANCIAL INFORMATION
The following table sets forth certain selected consolidated financial and
operating data for FedEx. In the opinion of FedEx, the accompanying unaudited
interim consolidated financial information contains all adjustments necessary
to present fairly the consolidated financial position of FedEx as of February
28, 2001 and the consolidated results of its operations for the nine-month
periods ended February 28, 2001 and February 29, 2000. Operating results for
the nine-month period ended February 28, 2001 are not necessarily indicative of
the results that may be expected for the year ending May 31, 2001. This
information should be read in conjunction with the detailed information and
consolidated financial statements and accompanying notes incorporated by
reference herein. See "Where You Can Find More Information."
On January 27, 1998, FedEx acquired Caliber System, Inc. ("Caliber") in a
transaction accounted for as a pooling-of-interests. Accordingly, periods prior
to the merger have been restated to include Caliber in all periods presented.
Nine Months Ended Years Ended May 31,
--------------------------- ----------------------------------------------------------------
(unaudited)
February 28, February 29,
2001 2000 2000 1999 1998 1997(1) 1996
------------ ------------ ---- ---- ---- ------ ----
(In thousands, except per share amounts and operating data)
OPERATING RESULTS
Revenues.................... $ 14,512,437 $ 13,408,138 $ 18,256,945 $ 16,773,470 $ 15,872,810 $ 14,237,892 $ 12,721,791
Operating income............ 847,684 794,814 1,221,074 1,163,086 1,010,660 507,002 779,552
Income from continuing
operations before income
taxes...................... 747,862 732,806 1,137,740 1,061,064 899,518 425,865 702,094
Income from continuing
operations................. 471,153 443,345 688,336 631,333 498,155 196,104 400,186
Income (loss) from
discontinued operations(2). -- -- -- -- 4,875 -- (119,614)
Net income.................. 471,153 443,345 688,336 631,333 503,030 196,104 280,572
PER SHARE DATA
Earnings (loss) per share:
Basic:
Continuing operations.... $ 1.65 $ 1.51 $ 2.36 $ 2.13 $ 1.70 $ 0.67 $ 1.38
Discontinued
operations(2)............ -- -- -- -- 0.02 -- (0.41)
------------ ------------ ------------ ------------ ------------ ------------ ------------
$ 1.65 $ 1.51 $ 2.36 $ 2.13 $ 1.72 $ 0.67 $ 0.97
============ ============ ============ ============ ============ ============ ============
Assuming dilution:
Continuing operations.... $ 1.62 $ 1.49 $ 2.32 $ 2.10 $ 1.67 $ 0.67 $ 1.37
Discontinued
operations(2)............ -- -- -- -- 0.02 -- (0.41)
------------ ------------ ------------ ------------ ------------ ------------ ------------
$ 1.62 $ 1.49 $ 2.32 $ 2.10 $ 1.69 $ 0.67 $ 0.96
============ ============ ============ ============ ============ ============ ============
Average shares of common
stock outstanding.......... 285,947 293,627 291,727 295,983 293,401 291,426 289,390
Average common and
common equivalent
shares outstanding......... 290,373 298,530 296,326 300,643 298,408 294,456 291,686
Cash dividends(3)........... -- -- -- -- -- -- --
10
Nine Months Ended Years Ended May 31,
--------------------------- ----------------------------------------------------------------
(unaudited)
February 28, February 29,
2001 2000 2000 1999 1998 1997(1) 1996
------------ ------------ ---- ---- ---- ------ ----
(In thousands, except per share amounts and operating data)
FINANCIAL POSITION
(1996 unaudited)
Property and equipment, net. $ 7,994,153 $ 6,986,482 $ 7,083,527 $ 6,559,217 $ 5,935,050 $ 5,470,399 $ 4,973,948
Total assets................ 13,519,731 11,515,684 11,527,111 10,648,211 9,686,060 9,044,316 8,088,241
Long-term debt, less
current portion............ 2,658,776 1,855,773 1,776,253 1,359,668 1,385,180 1,597,954 1,325,277
Common stockholders'
investment................. 5,778,579 4,639,069 4,785,243 4,663,692 3,961,230 3,501,161 3,312,440
OPERATING DATA
(unaudited)
FedEx Express:
Operating weekdays......... 190 192 257 256 254 254 256
Aircraft fleet............. 666 661 663 634 613 584 557
FedEx Ground:
Operating weekdays......... 191 187 254 253 256 254 252
Average full-time
equivalent employees....... 174,204 162,243 163,324 156,386 150,823 145,995
- ---------
(1) In connection with its restructuring, Viking recorded a pretax asset
impairment charge of $225,000,000 ($175,000,000, net of tax) in 1997.
(2) Discontinued operations include the operations of Roadway Express, Inc., a
wholly-owned subsidiary of Caliber, which FedEx acquired in January 1998
in a transaction accounted for as a pooling of interests, whose shares
were distributed to Caliber stockholders on January 2, 1996, and Roadway
Global Air, Inc., a wholly-owned subsidiary of Caliber, which exited the
airfreight business in calendar 1995.
(3) Caliber declared dividends of $3,899,000, $28,184,000 and $54,706,000, for
1998, 1997 and 1996, respectively. Caliber declared additional dividends
of $10,833,000 from January 1, 1997 to May 25, 1997 that are not included
in the preceding amounts. FedEx has never paid cash dividends on its
common stock.
11
NO CASH PROCEEDS TO FEDEX CORPORATION
This exchange offer is intended to satisfy certain of our obligations
under the registration rights agreement. We will not receive any proceeds from
the issuance of the New Notes and have agreed to pay the expenses of the
exchange offer. In consideration for issuing the New Notes as contemplated in
the registration statement, of which this prospectus is a part, we will receive
in exchange Old Notes in like principal amount. The form and terms of each
series of the New Notes are identical in all material respects to the form and
terms of the related series of Old Notes, except as otherwise described herein
under "The Exchange Offer--Terms of the Exchange Offer." The Old Notes
surrendered in exchange for the New Notes will be retired and canceled and
cannot be reissued. Accordingly, issuance of the New Notes will not result in
any increase in our outstanding debt.
RATIO OF EARNINGS TO FIXED CHARGES
(Unaudited)
Nine Months Ended Year Ended May 31,
------------------------------ ---------------------------------------------
February 28, February 29,
2001 2000 2000 1999 1998 1997 1996
------------ ------------ ---- ---- ---- ---- ----
Ratio of Earnings to Fixed
Charges...................... 2.2 2.2 2.4 2.4 2.3 1.6 2.2
Earnings included in the calculation of the ratio of earnings to fixed
charges represent income before income taxes plus fixed charges, other than
capitalized interest. Fixed charges include interest expense, including
capitalized interest, amortization of debt issuance costs and a portion of rent
expense representative of interest.
The ratios of earnings to fixed charges set forth above have been restated
to include the results of operations for both FedEx Express and Caliber for all
periods presented.
12
DESCRIPTION OF THE NEW NOTES
The following summary of certain provisions of the indenture and the New
Notes does not purport to be complete and is subject to, and is qualified in
its entirety by reference to, all the provisions of the indenture, including
the definitions in the indenture of terms used in this prospectus. Because the
following is a summary, it does not contain all of the information you may find
useful. For further information you should read the indenture and the New
Notes. Copies of these documents are available from us upon request.
General
The Old Notes were, and the New Notes will be, issued under the indenture
dated as of February 12, 2001, as supplemented, among FedEx, the subsidiary
guarantors and The Bank of New York, as trustee. The terms of each series of
the New Notes are identical in all material respects to the terms of the
related series of the Old Notes, except that the transfer restrictions,
registration rights and additional interest provisions relating to the Old
Notes do not apply to the New Notes.
The Old Notes and the New Notes will collectively constitute a single
series of notes under the indenture and will therefore vote together as a
single class for purposes of determining whether holders of the requisite
percentage in principal amount thereof have taken actions or exercised rights
they are entitled to take or exercise under the indenture.
The notes due 2004 will mature on February 12, 2004, the notes due 2006
will mature on February 15, 2006 and the notes due 2011 will mature on February
15, 2011. Each series of notes will be initially limited to $250,000,000
aggregate principal amount, but we may "reopen" the notes of any series and
issue additional notes at any time. The New Notes will bear interest at the
respective rates set forth on the cover page of this prospectus. We will pay
interest on the notes due 2004 on February 12 and August 12 of each year,
commencing August 12, 2001, to the registered holder thereof on the preceding
January 29 and July 29, respectively. We will pay interest on the notes due
2006 and the notes due 2011 on February 15 and August 15 of each year,
commencing August 15, 2001, to the registered holders thereof on the preceding
February 1 and August 1, respectively.
Except to the extent set forth below under "--Redemption Upon a Tax
Event," we may not redeem the New Notes prior to maturity, and the New Notes
will not have the benefit of a sinking fund. The indenture does not limit the
aggregate amount of debt securities which may be issued under the indenture.
The New Notes will be unsecured obligations of FedEx and will rank equally with
all other unsecured and unsubordinated indebtedness of FedEx. The indenture
does not contain any debt covenants or provisions which would afford the
holders of the New Notes protection in the event of a highly leveraged
transaction.
All outstanding New Notes will be exchangeable, transfers of New Notes
will be registrable, and principal of and interest, if any, on all New Notes
will be payable, at the corporate trust office of the trustee at 101 Barclay
Street, New York, New York 10286; provided that payment of interest may, at our
option, be made by check mailed to the address of the person entitled thereto
as it appears in the security register or by transfer to an account maintained
by the payee with a bank located in the United States.
All New Notes will be issued only in fully registered form without coupons
in denominations of $1,000 and any integral multiple of $1,000. Neither FedEx
nor the trustee will impose any service charge for any transfer or exchange of
a New Note; however, we may ask you to pay any taxes or other governmental
charges in connection with a transfer or exchange of New Notes.
Guarantees
The New Notes are guaranteed by all of our subsidiaries, excluding
subsidiaries which, individually and in the aggregate, constitute "minor"
subsidiaries for purposes of Rule 3-10 of Regulation S-X promulgated by the
SEC. Since we intend to exempt each of our subsidiary guarantors other than
FedEx Express from the periodic reporting requirements of the Exchange Act, we
expect that we will cause additional subsidiaries to become guarantors of the
13
New Notes from time to time if their guarantees are necessary for our
non-reporting guarantors to continue to rely on the exemption from periodic
reporting provided by Rule 12h-5 under the Exchange Act.
Each of the subsidiary guarantors will fully and unconditionally
guarantee, jointly and severally, the due and punctual payment of principal of
and interest, including any additional amounts, on the New Notes when the same
shall become due and payable whether at maturity, by declaration of
acceleration or otherwise. The guarantees will be unsecured obligations of the
respective subsidiary guarantors and will rank equally with all of their other
unsecured and unsubordinated indebtedness. Each subsidiary guarantee will be
limited in amount to an amount not to exceed the maximum amount that can be
guaranteed by the applicable subsidiary guarantor without rendering the
subsidiary guarantee, as it relates to such subsidiary guarantor, voidable
under applicable law relating to fraudulent conveyance or fraudulent transfer
or similar laws affecting the rights of creditors generally. See "Risk Factors
- - The Guarantees May Be Challenged as Fraudulent Conveyances."
Merger, Consolidation and Sale of Assets
We have agreed not to consolidate or merge with or into any other person,
or convey or transfer substantially all of our properties and assets as an
entirety to any person, unless:
o our successor is a corporation organized and existing under the laws
of the United States of America, any state or the District of
Columbia;
o our successor shall expressly assume, by a supplemental indenture,
the due and punctual payment of the principal of and interest on all
the notes and the performance of every covenant in the indenture that
we would otherwise have to perform;
o immediately after giving effect to the merger, there will not be any
defaults under the indenture; and
o we shall have delivered to the trustee an officers' certificate and
an opinion of counsel, each stating that the merger and the
supplemental indenture comply with the indenture.
Upon the sale or disposition (by merger or otherwise) of any subsidiary
guarantor by FedEx or any subsidiary of FedEx to any entity that is not an
affiliate of FedEx, each such subsidiary guarantor will automatically be
released from all obligations under its guarantee.
We have agreed that we will not sell or dispose of any subsidiary
guarantor whose assets exceed 10% of the consolidated total assets of FedEx
(determined as of the date of the most recent interim or fiscal year-end
balance sheet of FedEx filed with the SEC prior to the date such guarantee is
released) (each, a "10% Subsidiary Guarantor") unless at least 75% of the net
proceeds of such sale or disposition will consist of any combination of:
o cash (including assumption by the acquiror of any indebtedness of
FedEx or its subsidiaries) or readily marketable securities;
o property or assets (other than current assets) of a nature or type
similar or related to the nature or type of the property or assets of
FedEx and its subsidiaries existing on the date of such sale or
disposition; or
o interests in companies or businesses having property or assets or
engaged in businesses similar or related to the nature or type of the
property or assets or businesses of FedEx and its subsidiaries on the
date of such sale or disposition.
14
Application of Proceeds upon Release of a 10% Subsidiary Guarantor
In the event that the net proceeds from the sale or disposition of a 10%
Subsidiary Guarantor consist of cash or readily marketable securities, FedEx
will apply, within 12 months of such sale or disposition, an amount equal to
100% of the fair market value, as determined in good faith by FedEx's board of
directors, of such net proceeds to
o repay unsubordinated indebtedness of FedEx or any subsidiary
guarantor, in each case owing to a person other than an affiliate of
FedEx;
o invest in property or assets (other than current assets) of a nature
or type similar or related to the nature or type of the property or
assets of FedEx and its subsidiaries existing on the date of such
investment; or
o invest in a company or business having property or assets or engaged
in a business similar or related to the nature or type of the
property or assets or businesses of FedEx and its subsidiaries on the
date of such investment.
Modification, Amendment and Waiver
FedEx and the trustee may modify and amend the indenture with the consent
of the holders of a majority in principal amount of each series of notes to be
affected if less than all series are to be affected by such modification.
However, no modification or amendment may, without the consent of the holder of
each note affected thereby:
o change the stated maturity of the principal of, or any installment of
interest on, any note;
o reduce the principal amount of or rate of interest on any note;
o change any place of payment where, or the currency in which, any
principal of, or any interest on, any note is payable;
o impair the right to institute suit for the enforcement of any payment
on or with respect to any note on or after the stated maturity; or
o reduce the percentage in principal amount of outstanding notes the
consent of whose holders is required for modification or amendment of
the indenture, for waiver of compliance with certain provisions of
the indenture or for waiver of certain defaults.
The holders of a majority in principal amount of the outstanding notes of
any series may on behalf of the holders of all notes of that series waive any
past default under the indenture and its consequences, except a default in the
payment of the principal of or interest on any notes or in respect of a
covenant or provision which under the indenture cannot be modified or amended
without the consent of the holder of each outstanding note affected.
In addition, we can modify and amend the indenture without seeking your
consent in order to:
o allow a successor to FedEx or a subsidiary guarantor to assume our or
its obligations under the indenture;
o add additional events of default or additional covenants of FedEx or
a subsidiary guarantor;
o secure the notes of any series;
o add additional subsidiary guarantors of the notes; or
o make any other amendment or supplement to the indenture as long as
that amendment or supplement does not materially adversely affect the
interests of any holders of notes.
15
Payment of Additional Amounts
We will, subject to the exceptions and limitations set forth below, pay as
additional interest on the New Notes such additional amounts as are necessary
so that the net payment by us or a paying agent of the principal of and
interest on the New Notes to a person that is a non-U.S. holder (as defined
below) or a foreign partnership, after deduction for any present or future tax,
assessment or governmental charge of the United States or a political
subdivision or taxing authority thereof or therein, imposed by withholding with
respect to the payment, will not be less than the amount that would have been
payable in respect of the New Notes had no such withholding or deduction been
required.
Our obligation to pay additional amounts shall not apply:
o to a tax, assessment or governmental charge that is imposed or
withheld solely because the holder, or a fiduciary, settlor,
beneficiary, member or shareholder of the holder if the holder is an
estate, trust, partnership or corporation, or a person holding a
power over an estate or trust administered by a fiduciary holder:
o is or was present or engaged in a trade or business in the
United States or has or had a permanent establishment in the
United States;
o has a current or former relationship with the United States,
including a relationship as a citizen or resident thereof;
o is or has been a foreign or domestic personal holding company, a
passive foreign investment company or a controlled foreign
corporation with respect to the United States or a corporation
that has accumulated earnings to avoid United States federal
income tax; or
o is or was a "10-percent shareholder" of FedEx as defined in
section 871(h)(3) of the United States Internal Revenue Code or
any successor provision;
o to any holder that is not the sole beneficial owner of the notes, or
a portion thereof, or that is a fiduciary or partnership, but only to
the extent that the beneficial owner, a beneficiary or settlor with
respect to the fiduciary, or a member of the partnership would not
have been entitled to the payment of an additional amount had such
beneficial owner, beneficiary, settlor or member received directly
its beneficial or distributive share of the payment;
o to a tax, assessment or governmental charge that is imposed or
withheld solely because the holder or any other person failed to
comply with certification, identification or information reporting
requirements concerning the nationality, residence, identity or
connection with the United States of the holder or beneficial owner
of the notes, if compliance is required by statute, by regulation of
the United States Treasury Department or by an applicable income tax
treaty to which the United States is a party as a precondition to
exemption from such tax, assessment or other governmental charge;
o to a tax, assessment or governmental charge that is imposed other
than by withholding by FedEx or a paying agent from the payment;
o to a tax, assessment or governmental charge that is imposed or
withheld solely because of a change in law, regulation, or
administrative or judicial interpretation that becomes effective more
than 15 days after the payment becomes due or is duly provided for,
whichever occurs later;
o to an estate, inheritance, gift, sales, excise, transfer, wealth or
personal property tax or a similar tax, assessment or governmental
charge;
16
o to any tax, assessment or other governmental charge any paying agent
must withhold from any payment of principal of or interest on any
note, if such payment can be made without such withholding by any
other paying agent; or
o in the case of any combination of the above items.
The notes are subject in all cases to any tax, fiscal or other law or
regulation or administrative or judicial interpretation applicable. Except as
specifically provided under this heading and below under "--Redemption Upon a
Tax Event," we do not have to make any payment with respect to any tax,
assessment or governmental charge imposed by any government or a political
subdivision or taxing authority.
As used herein, the term "non-U.S. holder" means an owner of a note that
is, for U.S. federal income tax purposes, (i) a nonresident alien individual,
(ii) a foreign corporation or (iii) a foreign trust or estate.
Redemption Upon a Tax Event
If, with respect to any series of notes, (a) we become or will become
obligated to pay additional amounts as described above under "--Payment of
Additional Amounts" as a result of any change in, or amendment to, the laws (or
any regulations or rulings promulgated thereunder) of the United States (or any
political subdivision or taxing authority thereof or therein), or any change
in, or amendments to, any official position regarding the application or
interpretation of such laws, regulations or rulings, which change or amendment
is announced or becomes effective on or after February 6, 2001, or (b) a taxing
authority of the United States takes an action on or after February 6, 2001,
whether or not with respect to us or any of our affiliates, that results in a
substantial probability that we will or may be required to pay such additional
amounts, then we may, at our option, redeem, as a whole, but not in part, such
series of notes on any interest payment date on not less than 30 nor more than
60 calendar days' prior notice, at a redemption price equal to 100% of their
principal amount, together with interest accrued thereon to the date fixed for
redemption; provided that we determine, in our business judgment, that the
obligation to pay such additional amounts cannot be avoided by the use of
reasonable measures available to us, not including substitution of the obligor
under such notes. No redemption pursuant to (b) above may be made unless we
shall have received an opinion of independent counsel to the effect that an act
taken by a taxing authority of the United States results in a substantial
probability that we will or may be required to pay the additional amounts
described above under "--Payment of Additional Amounts" and we shall have
delivered to the trustee a certificate, signed by a duly authorized officer
stating, that based on such opinion we are entitled to redeem the notes
pursuant to their terms.
Events of Default
An event of default with respect to a series of notes occurs if:
o we fail to pay interest when due and continue such failure for 30
days thereafter on any note of that series;
o we fail to pay the principal of any note of that series when due;
o we fail to perform any covenant in the indenture relating to that
series of notes and this failure continues for 60 days after we
receive written notice as provided in the indenture;
o we or a court take certain actions relating to the bankruptcy,
insolvency or reorganization of FedEx for the benefit of our
creditors; or
o any subsidiary guarantor which constitutes 60% or more of our
consolidated total assets (determined as of the date of the most
recent interim or fiscal year-end balance sheet of FedEx filed with
the SEC prior to such determination date) or a court take certain
actions relating to the bankruptcy, insolvency or reorganization of
that subsidiary guarantor for the benefit of its creditors.
17
If an event of default with respect to all notes of any series occurs and
continues, the trustee or the holders of at least 50% in aggregate principal
amount of the outstanding notes of that series may require us to repay
immediately the principal amount of all notes of that series. The holders of a
majority in principal amount of the outstanding notes of that series may
rescind and annul such acceleration if all events of default with respect to
the notes of that series, other than the nonpayment of accelerated principal,
have been cured or waived as provided in the indenture. For information as to
waiver of defaults, see "--Modification, Amendment and Waiver" above.
Other than its duties in case of a default, the trustee is not obligated
to exercise any of its rights or powers under the indenture at the request or
direction of any of the holders, unless the holders offer to the trustee
reasonable indemnity. If they provide this reasonable indemnity, the holders of
a majority in principal amount of the outstanding notes of such series will
have the right, subject to certain limitations, to direct the time, method and
place of conducting any proceeding for any remedy available to the trustee or
exercising any trust or power conferred on the trustee with respect to any
series of notes.
No holder of any note of any series will have any right to institute any
proceeding with respect to the indenture or for any remedy under the indenture
unless:
o the holder has previously given to the trustee written notice of a
continuing event of default;
o the holders of not less than 50% in principal amount of the
outstanding notes of that series have made written request, and
offered reasonable indemnity, to the trustee to institute a
proceeding as trustee; and
o the trustee has not received from the holders of a majority in
principal amount of the outstanding notes of that series a direction
inconsistent with the request and the trustee has failed to institute
such proceeding within 60 days.
However, the holder of any note will have an absolute right to receive
payment of the principal of and interest on the notes as expressed in the
notes, and to institute suit for the enforcement of any payment.
We are required to furnish to the trustee annually a statement as to the
absence of certain defaults under the indenture. The trustee may withhold
notice to the holders of notes of any default, except as to payment of
principal or interest with respect to notes, if it considers such withholding
to be in the interest of the holders of the notes.
Defeasance and Covenant Defeasance
When we use the term defeasance, we mean discharge from some or all of our
obligations under the indenture. If we deposit with the trustee sufficient cash
or government securities to pay the principal, interest and any other sums due
to the stated maturity date of the notes of a particular series, then at our
option:
o we will be discharged from our obligations with respect to the notes
of that series or
o we will no longer be under any obligation to comply with certain
restrictive covenants under the indenture, and certain events of
default will no longer apply to us.
If this happens, the holders of the notes of the affected series will not
be entitled to the benefits of the indenture except for registration of
transfer and exchange of notes and replacement of lost, stolen or mutilated
notes. Such holders may look only to such deposited funds or obligations for
payment.
We must deliver to the trustee an opinion of counsel, which will state the
change in law which provides the basis for the opinion, to the effect that the
deposit and related defeasance would not cause the holders of the notes to
recognize income, gain or loss for United States federal income tax purposes.
18
Global Notes and Book-Entry System
The New Notes will be issued in book-entry form and will be represented by
one or more permanent global certificates in fully registered form without
interest coupons (the "New Global Notes") and will be deposited with the
trustee as custodian for DTC and registered in the name of Cede & Co. or
another nominee designated by DTC. Beneficial interest in the New Global Notes
will be represented through book-entry accounts of financial institutions
acting on behalf of beneficial owners as direct and indirect participants in
DTC.
Accordingly, holders that are not direct DTC participants but desire to
purchase, sell or otherwise transfer ownership of, or other interests in, the
New Notes may do so only indirectly through DTC participants, including
Euroclear Bank S.A./N.V., as operator of the Euroclear System ("Euroclear"),
and Clearstream Banking, societe anonyme ("Clearstream, Luxembourg"). In
addition, holders will receive all distributions of principal and interest from
the trustee through the DTC participants. Under the rules, regulations and
procedures creating and affecting DTC and its operation, DTC is required to
make book-entry transfers of notes among DTC participants on whose behalf it
acts and to receive and transmit distributions of principal of, and interest
on, the notes.
Distributions by DTC participants to holders will be the responsibility of
such DTC participants and will be made in accordance with customary industry
practices. Accordingly, although holders will not have possession of the notes,
the rules of DTC provide a mechanism by which participants will receive
payments and will be able to transfer their interests. Although the DTC
participants are expected to convey the rights represented by their interests
in any New Global Notes to the related holders, because DTC can only act on
behalf of DTC participants, the ability of holders to pledge notes to persons
or entities that are not DTC participants or to otherwise act with respect to
such notes, may be limited due to the lack of physical certificates for such
notes.
FedEx, the trustee or any other agent of FedEx or the trustee will not be
responsible or liable for any aspect of the records relating to, or payments
made on account of, beneficial ownership interests in the notes or for
supervising or reviewing any records relating to such beneficial ownership
interests. Since Cede & Co., as nominee of DTC, will be the only "holder,"
beneficial owners will not be recognized by the trustee as holders, as that
term is used in the indenture, and beneficial owners will be permitted to
exercise the rights of holders only indirectly through DTC and DTC
participants. DTC has advised us that it will take any action permitted to be
taken by a holder under the indenture only at the direction of one or more DTC
participants to whose accounts with DTC the related notes are credited.
Certificated Notes. We will issue physical certificates ("Certificated
Notes") to holders of beneficial interests in a New Global Note, or their
nominees, if:
o DTC notifies us that it is unwilling or unable to continue as
depositary and we are unable to locate a qualified successor within
90 days or if at any time DTC, or any successor depositary, ceases to
be a "clearing agency" under the Exchange Act;
o an event of default occurs under the indenture; or
o we decide in our sole discretion to terminate the book-entry system
through DTC.
In such event, the trustee will notify all holders through DTC
participants of the availability of such certificated notes. Upon surrender by
DTC of the definitive global note representing the series of notes and receipt
of instructions for reregistration, the trustee will reissue the notes in
certificated form to holders or their nominees.
Clearing Systems. Each of the clearing systems has advised us as follows:
DTC is
o a limited purpose trust company organized under the laws of the State
of New York;
19
o a member of the Federal Reserve System;
o a "clearing corporation" within the meaning of the New York Uniform
Commercial Code; and
o a "clearing agency" registered pursuant to Section 17A of the
Exchange Act.
DTC was created to hold securities for its participants and to facilitate
the clearance and settlement of securities transactions between its
participants through electronic book-entries, eliminating the need for physical
movement of certificates. DTC participants include securities brokers and
dealers, banks, trust companies, clearing corporations and others, some of whom
own DTC. Access to DTC's book-entry system is also available to others, such as
banks, brokers, dealers and trust companies that clear through or maintain a
custodial relationship with a participant, either directly or indirectly.
Euroclear was created in 1968 to hold securities for its participants and
to clear and settle transactions between its participants through simultaneous
electronic book-entry delivery against payment, thereby eliminating the need
for physical movement of certificates and any risk from lack of simultaneous
transfers of securities and cash. Euroclear provides various other services,
including securities lending and borrowing, and interfaces with domestic
markets in several countries. Euroclear is operated by Euroclear Bank S.A./N.V.
(the "Euroclear Operator"), under contract with Euroclear Clearance Systems,
S.C., a Belgian cooperative corporation (the "Cooperative"). All operations are
conducted by the Euroclear Operator, and all Euroclear securities clearance
accounts and Euroclear cash accounts are accounts with the Euroclear Operator,
not the Cooperative. The Cooperative establishes policy for Euroclear on behalf
of Euroclear participants. Euroclear participants include banks (including
central banks), securities brokers and dealers and other professional financial
intermediaries. Indirect access to Euroclear is also available to others that
clear through or maintain a custodial relationship with a Euroclear
participant, either directly or indirectly.
The Euroclear Operator was granted a banking license by the Belgian
Banking and Finance Commission in 2000, authorizing it to carry out banking
activities on a global basis. It took over operation of Euroclear from the
Brussels, Belgium office of Morgan Guaranty Trust Company of New York on
December 31, 2000.
Securities clearance accounts and cash accounts with the Euroclear
Operator are governed by the Terms and Conditions Governing Use of Euroclear
and the related Operating Procedures of the Euroclear System, and applicable
Belgian law (collectively, the "Terms and Conditions"). The Terms and
Conditions govern transfers of securities and cash within Euroclear,
withdrawals of securities and cash from Euroclear, and receipts of payments
with respect to securities in Euroclear. All securities in Euroclear are held
on a fungible basis without attribution of specific certificates to specific
securities clearance accounts. The Euroclear Operator acts under the Terms and
Conditions only on behalf of Euroclear participants and has no record of or
relationship with persons holding through Euroclear participants.
Distributions with respect to notes held beneficially through Euroclear
will be credited to the cash accounts of Euroclear participants in accordance
with the Terms and Conditions, to the extent received by Euroclear.
Clearstream, Luxembourg is incorporated under the laws of The Grand Duchy
of Luxembourg as a professional depositary. Clearstream, Luxembourg holds
securities for its participants and facilitates the clearance and settlement of
securities transactions between its participants through electronic book-entry
changes in accounts of its participants, thereby eliminating the need for
physical movement of certificates. Clearstream, Luxembourg provides to its
participants, among other things, services for safekeeping, administration,
clearance and settlement of internationally traded securities and securities
lending and borrowing. Clearstream, Luxembourg interfaces with domestic markets
in several countries. As a professional depositary, Clearstream, Luxembourg is
subject to regulation by the Luxembourg Monetary Institute. Clearstream,
Luxembourg participants are financial institutions around the world, including
securities brokers and dealers, banks, trust companies, clearing corporations
and certain other organizations. Indirect access to Clearstream, Luxembourg is
also available to others that clear through or maintain a custodial
relationship with a Clearstream, Luxembourg participant either directly or
indirectly.
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Distributions with respect to notes held beneficially through Clearstream,
Luxembourg will be credited to cash accounts of Clearstream, Luxembourg
participants in accordance with its rules and procedures, to the extent
received by Clearstream, Luxembourg.
THE EXCHANGE OFFER
Purpose of the Exchange Offer
The Old Notes were delivered by us on February 12, 2001 to the initial
purchasers pursuant to a purchase agreement dated February 6, 2001 between us
and certain subsidiary guarantors and the initial purchasers. The initial
purchasers subsequently sold the Old Notes to "qualified institutional buyers,"
as defined in Rule 144A under the Securities Act, in reliance on Rule 144A and
outside the United States in accordance with Regulation S under the Securities
Act. As a condition to the initial sale of the Old Notes, we, certain
subsidiary guarantors and the initial purchasers entered into the registration
rights agreement. Pursuant to the registration rights agreement, we agreed that
we would:
o file with the SEC within 135 days after the Old Notes closing date,
which is the date we delivered the Old Notes to the initial
purchasers, a registration statement under the Securities Act
relating to a registered exchange offer;
o use our reasonable best efforts to cause such registration statement
to become effective under the Securities Act within 180 days after
the Old Notes closing date;
o keep the exchange offer open for at least 20 business days (or
longer, if required by applicable law) after the date notice of the
exchange offer is mailed to the holders of the Old Notes; and
o use our reasonable best efforts to complete the exchange offer no
later than 45 days after the exchange offer registration statement
becomes effective.
We agreed to issue and exchange New Notes for all Old Notes validly
tendered and not withdrawn before the expiration of the exchange offer. A copy
of the registration rights agreement has been filed as an exhibit to the
registration statement of which this prospectus is a part. The registration
statement is intended to satisfy certain of our obligations under the
registration rights agreement and the purchase agreement. In the event that due
to a change in current interpretations by the SEC, we are not permitted to
effect such exchange offer, it is contemplated that we will instead file a
shelf registration statement covering resales by the holders of the Old Notes
and will use our reasonable best efforts to cause such shelf registration
statement to become effective and to keep such shelf registration statement
effective for a maximum of two years from the closing date.
Terms of the Exchange Offer
Upon the terms and subject to the conditions set forth in this prospectus
and in the letter of transmittal, we will accept any and all Old Notes validly
tendered and not withdrawn prior to the expiration date.
We will issue $1,000 principal amount of New Notes in exchange for each
$1,000 principal amount of outstanding Old Notes of the same series validly
tendered and not withdrawn pursuant to the exchange offer. Old Notes may be
tendered in the principal amount of $1,000 and integral multiples of $1,000 in
excess thereof, provided that if fewer than all of the Old Notes of a holder
are tendered for exchange, the untendered principal amount of the holder's
remaining Old Notes must be $1,000 or any integral multiple of $1,000 in excess
thereof.
Each series of New Notes has substantially the same terms as the related
series of Old Notes except that:
o the exchange will be registered under the Securities Act and,
therefore, the New Notes will not bear legends restricting their
transfer; and
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o holders of the New Notes will not be entitled to any of the
registration rights of holders of Old Notes under the registration
rights agreement, which rights will terminate upon the consummation
of the exchange offer.
The New Notes will evidence the same indebtedness as the Old Notes (which they
replace) and will be issued under, and be entitled to the benefits of, the
indenture, which also authorized the issuance of the Old Notes, such that the
New Notes and the Old Notes will be treated as a single class of securities
under the indenture.
As of the date of this prospectus, $250,000,000 of notes due 2004,
$250,000,000 of notes due 2006 and $250,000,000 of notes due 2011 are
outstanding, all of which are registered in the name of Cede & Co., as nominee
for DTC. Solely for reasons of administration, we have fixed the close of
business on , 2001 as the record date for the exchange offer for
purposes of determining the persons to whom this prospectus and the letter of
transmittal will be mailed initially. There will be no fixed record date for
determining holders of the Old Notes entitled to participate in the exchange
offer.
Holders of the Old Notes do not have any appraisal or dissenters' rights
under the Delaware General Corporation Law or the indenture in connection with
the exchange offer. We intend to conduct the exchange offer in accordance with
the provisions of the registration rights agreement and the applicable
requirements of the Securities Act and the rules and regulations of the SEC
thereunder.
We shall be deemed to have accepted validly tendered Old Notes when, and
if, we have given oral or written notice thereof to The Bank of New York, the
exchange agent. The exchange agent will act as agent for the tendering holders
of Old Notes for the purpose of receiving the New Notes from us.
Holders who tender Old Notes in the exchange offer will not be required to
pay brokerage commissions or fees or, subject to the instructions in the letter
of transmittal, transfer taxes with respect to the exchange of Old Notes
pursuant to the exchange offer. We will pay all charges and expenses, other
than certain applicable taxes described below, in connection with the exchange
offer. See "--Fees and Expenses."
Expiration Date; Extensions; Amendments
The term "expiration date" shall mean 5:00 p.m., New York City time, on
, 2001, unless we, in our sole discretion, extend the exchange
offer, in which case the term "expiration date" shall mean the latest date and
time to which the exchange offer is extended.
If we determine to extend the exchange offer, we will, prior to 9:00 a.m.,
New York City time, on the next business day after the previously scheduled
expiration date:
o notify the exchange agent of any extension by oral or written notice;
and
o issue a press release or other public announcement which shall
include disclosure of the approximate number of Old Notes deposited
to date.
We reserve the right, in our sole discretion:
o to delay accepting any Old Notes;
o to extend the exchange offer; or
o if, in the opinion of our counsel, the consummation of the exchange
offer would violate any applicable law, rule or regulation or any
applicable interpretation of the staff of the SEC, to terminate or
amend the exchange offer by giving oral or written notice of such
delay, extension, termination or amendment to the exchange agent. Any
such delay in acceptance, extension, termination or amendment will be
followed as promptly as practicable by a press release or other
public announcement thereof.
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If the exchange offer is amended in a manner determined by us to
constitute a material change, we will promptly disclose such amendment by means
of a prospectus supplement that will be distributed to the registered holders
of the Old Notes, and we will extend the exchange offer for a period of five to
ten business days, depending upon the significance of the amendment and the
manner of disclosure to the holders, if the exchange offer would otherwise
expire during such five to ten business day period.
Without limiting the manner in which we may choose to make a public
announcement of any delay, extension, amendment or termination of the exchange
offer, we shall have no obligation to publish, advertise, or otherwise
communicate any such public announcement, other than by making a timely release
to an appropriate news agency.
Interest on the New Notes
The New Notes will accrue interest at the rate of 6 5/8% per annum for the
notes due 2004, 6 7/8% per annum for the notes due 2006 and 7 1/4% per annum
for the notes due 2011 from the most recent date to which interest has been
paid on the Old Notes or, if no interest has been paid, from February 12, 2001,
payable semi-annually in arrears, for the notes due 2004, on February 12 and
August 12 of each year, commencing on August 12, 2001, and, for the notes due
2006 and the notes due 2011, on February 15 and August 15 of each year,
commencing on August 15, 2001.
Resale of the New Notes
With respect to the New Notes, based upon interpretations by the staff of
the SEC set forth in certain no-action letters issued to third parties, we
believe that a holder who exchanges Old Notes for New Notes in the ordinary
course of business, who is not participating, does not intend to participate,
and has no arrangement or understanding with any person to participate in a
distribution of the New Notes, and who is not an "affiliate" of ours within the
meaning of Rule 405 of the Securities Act, will be allowed to resell New Notes
to the public without further registration under the Securities Act and without
delivering to the purchasers of the New Notes a prospectus that satisfies the
requirements of Section 10 of the Securities Act.
If any holder acquires New Notes in the exchange offer for the purpose of
distributing or participating in the distribution of the New Notes, such
holder:
o cannot rely on the position of the staff of the SEC enumerated in
such no-action letters issued to third parties; and
o must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with any resale
transaction, unless an exemption from registration is otherwise
available.
Each broker-dealer that receives New Notes for its own account in exchange
for Old Notes acquired by such broker-dealer as a result of market-making or
other trading activities must acknowledge that it will deliver a prospectus in
connection with any resale of such New Notes. The letter of transmittal states
that by so acknowledging and by delivering a prospectus, a broker-dealer will
not be deemed to admit that it is an "underwriter" within the meaning of the
Securities Act. This prospectus, as it may be amended or supplemented from time
to time, may be used by a broker-dealer in connection with resales of any New
Notes received in exchange for Old Notes acquired by such broker-dealer as a
result of market-making or other trading activities. We will make this
prospectus, as it may be amended or supplemented from time to time, available
to any such broker- dealer that requests copies of such prospectus in the
letter of transmittal for use in connection with any such resale for a period
of up to 180 days after the expiration date. See "Plan of Distribution."
Procedures for Tendering
To tender in the exchange offer, a holder of Old Notes must either:
23
o complete, sign and date the letter of transmittal or facsimile
thereof, have the signatures thereon guaranteed if required by the
letter of transmittal, and mail or otherwise deliver such letter of
transmittal or such facsimile to the exchange agent; or
o if such Old Notes are tendered pursuant to the procedures for
book-entry transfer set forth below, a holder tendering Old Notes may
transmit an agent's message (as defined below) to the exchange agent
in lieu of the letter of transmittal,
in either case for receipt on or prior to the expiration date.
In addition:
o certificates for such Old Notes must be received by the exchange
agent along with the letter of transmittal;
o a timely confirmation of a book-entry transfer (a "book-entry
confirmation") of such Old Notes into the exchange agent's account at
DTC pursuant to the procedure for book-entry transfer described
below, along with the letter of transmittal or an agent's message, as
the case may be, must be received by the exchange agent on or prior
to the expiration date; or
o the holder must comply with the guaranteed delivery procedures
described below.
The term "agent's message" means a message, transmitted to the exchange
agent's account at DTC and received by the exchange agent and forming a part of
the book-entry confirmation, which states that such account has received an
express acknowledgment from the tendering participant that such participant has
received and agrees to be bound by the letter of transmittal and that FedEx may
enforce the letter of transmittal against such participant. To be tendered
effectively, the letter of transmittal and other required documents, or an
agent's message in lieu thereof, must be received by the exchange agent at the
address set forth below under "--Exchange Agent" prior to 5:00 p.m., New York
City time, on the expiration date.
The tender by a holder that is not withdrawn prior to the expiration date
will constitute an agreement between such holder and us in accordance with the
terms and subject to the conditions set forth herein and in the letter of
transmittal.
The method of delivery of Old Notes, the letter of transmittal and all
other required documents to the exchange agent is at the election and risk of
the holder. Instead of delivery by mail, it is recommended that holders use an
overnight or hand delivery service, properly insured. In all cases, sufficient
time should be allowed to assure delivery to the exchange agent before the
expiration date. Do not send the letter of transmittal or any Old Notes to us.
Holders may request their respective brokers, dealers, commercial banks, trust
companies or nominees to effect the above transactions for such holders.
Any beneficial owner(s) of the Old Notes whose Old Notes are held through
a broker, dealer, commercial bank, trust company or other nominee and who
wishes to tender should contact such intermediary promptly and instruct such
intermediary to tender on such beneficial owner's behalf. If such beneficial
owner wishes to tender on its own behalf, such owner must, prior to completing
and executing the letter of transmittal and delivering such owner's Old Notes:
o make appropriate arrangements to register ownership of the Old Notes
in such owner's name; or
o obtain a properly completed bond power from the registered holder.
The transfer of registered ownership may take considerable time.
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Signatures on a letter of transmittal or a notice of withdrawal described
below (see "--Withdrawal of Tenders"), as the case may be, must be guaranteed
by an eligible institution unless the Old Notes tendered pursuant thereto are
tendered:
o by a registered holder who has not completed either the box entitled
"Special Issuance Instructions" or the box entitled "Special Delivery
Instructions" on the letter of transmittal; or
o for the account of an eligible institution.
In the event that signatures on a letter of transmittal or a notice of
withdrawal, as the case may be, are required to be guaranteed, such guarantee
must be made by an eligible institution, which is a member firm of a registered
national securities exchange or of the National Association of Securities
Dealers, Inc., a commercial bank or trust company having an office or
correspondent in the United States, or an "eligible guarantor institution"
(within the meaning of Rule 17Ad-15 under the Exchange Act) which is a member
of one of the recognized signature guarantee programs identified in the letter
of transmittal.
If the letter of transmittal is signed by a person other than the
registered holder of any Old Notes listed therein, such Old Notes must be
endorsed or accompanied by a properly completed bond power, signed by such
registered holder exactly as such registered holder's name appears on such Old
Notes.
In connection with any tender of Old Notes in definitive certificated
form, if the letter of transmittal or any Old 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, unless waived by us,
evidence satisfactory to us of their authority to so act must be submitted with
the letter of transmittal.
The exchange agent and DTC have confirmed that any financial institution
that is a participant in DTC's system may utilize DTC's Automated Tender Offer
Program to tender Old Notes.
All questions as to the validity, form, eligibility (including time of
receipt), acceptance and withdrawal of tendered Old Notes will be determined by
us in our sole discretion, which determination will be final and binding. We
reserve the absolute right:
o to reject any and all Old Notes not properly tendered and any Old
Notes our acceptance of which would, in the opinion of our counsel,
be unlawful; and
o to waive any defects, irregularities or conditions of tender as to
particular Old Notes.
Our interpretation of the terms and conditions of the exchange offer
(including the instructions in the letter of transmittal) will be final and
binding on all parties. Unless waived, any defects or irregularities in
connection with tenders of Old Notes must be cured within such time as we shall
determine. Although we intend to notify holders of defects or irregularities in
connection with tenders of Old Notes, neither we, the exchange agent nor any
other person shall incur any liability for failure to give such notification.
Tenders of Old Notes will not be deemed to have been made until such defects or
irregularities have been cured or waived.
While we have no present plan to acquire any Old Notes that are not
tendered in the exchange offer or to file a registration statement to permit
resales of any Old Notes that are not tendered pursuant to the exchange offer,
we reserve the right in our sole discretion to purchase or make offers for any
Old Notes that remain outstanding subsequent to the expiration date and, to the
extent permitted by applicable law, purchase Old Notes in the open market, in
privately negotiated transactions or otherwise. The terms of any such purchases
or offers could differ from the terms of the exchange offer.
By tendering Old Notes pursuant to the exchange offer, each holder of Old
Notes will represent to us that, among other things:
25
o the New Notes to be acquired by such holder of Old Notes in
connection with the exchange offer are being acquired by such holder
in the ordinary course of business of such holder;
o such holder is not participating, does not intend to participate, and
has no arrangement or understanding with any person to participate in
the distribution (within the meaning of the Securities Act) of the
New Notes;
o such holder acknowledges and agrees that any person who is
participating in the exchange offer for the purpose of distributing
the New Notes must comply with the registration and prospectus
delivery requirements of the Securities Act in connection with a
secondary resale of the New Notes acquired by such person and cannot
rely on the position of the staff of the SEC set forth in certain
no-action letters;
o such holder understands that a secondary resale transaction,
described above, and any resales of New Notes obtained by such holder
in exchange for Old Notes acquired by such holder directly from us
should be covered by an effective registration statement containing
the selling security holder information required by Item 507 or Item
508, as applicable, of Regulation S-K of the SEC; and
o such holder is not an "affiliate", as defined in Rule 405 under the
Securities Act, of ours.
If the holder is a broker-dealer that will receive New Notes for such
holder's own account in exchange for Old Notes that were acquired as a result
of market-making activities or other trading activities, such holder will be
required to acknowledge in the letter of transmittal that such holder will
deliver a prospectus in connection with any resale of such New Notes; however,
by so acknowledging and by delivering a prospectus, such holder will not be
deemed to admit that it is an "underwriter" within the meaning of the
Securities Act.
Return of Old Notes
In all cases, issuance of New Notes for Old Notes that are accepted for
exchange pursuant to the exchange offer will be made only after timely receipt
by the exchange agent of:
o Old Notes or a timely book-entry confirmation of such Old Notes into
the exchange agent's account at DTC; and
o a properly completed and duly executed letter of transmittal and all
other required documents, or an agent's message in lieu thereof.
If any tendered Old Notes are not accepted for any reason set forth in
the terms and conditions of the exchange offer or if Old Notes are withdrawn or
are submitted for a greater principal amount than the holders desire to
exchange, such unaccepted, withdrawn or otherwise non-exchanged Old Notes will
be returned without expense to the tendering holder thereof (or, in the case of
Old Notes tendered by book-entry transfer into the exchange agent's account at
DTC pursuant to the book-entry transfer procedures described below, such Old
Notes will be credited to an account maintained with DTC) as promptly as
practicable.
Book-Entry Transfer
The exchange agent will make a request to establish an account with
respect to the Old Notes at DTC for purposes of the exchange offer within two
business days after the date of this prospectus, and any financial institution
that is a participant in DTC may make book-entry delivery of Old Notes by
causing DTC to transfer such Old Notes into the exchange agent's account at DTC
in accordance with DTC's procedures for transfer. However, although delivery of
Old Notes may be effected through book-entry transfer at DTC, the letter of
transmittal or facsimile thereof, with any required signature guarantees and
any other required documents, or an agent's message in lieu of a letter of
transmittal, must, in any case, be transmitted to and received by the exchange
agent at the address set forth below under "--Exchange Agent" on or prior to
the expiration date or pursuant to the guaranteed delivery procedures described
below.
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Guaranteed Delivery Procedures
If a holder of the Old Notes desires to tender such Old Notes and the Old
Notes are not immediately available or the holder cannot deliver its Old Notes
(or complete the procedures for book-entry transfer), the letter of transmittal
or any other required documents to the exchange agent prior to the expiration
date, a holder may effect a tender if:
o the tender is made through an eligible institution;
o prior to the expiration date, the exchange agent receives from such
eligible institution (by facsimile transmission, mail or hand
delivery) a properly completed and duly executed Notice of Guaranteed
Delivery substantially in the form provided by us setting forth the
name and address of the holder, the certificate number(s) of such Old
Notes (if applicable) and the principal amount of Old Notes tendered,
stating that the tender is being made thereby and guaranteeing that,
within three New York Stock Exchange trading days after the
expiration date:
(i) the letter of transmittal (or a facsimile thereof), or an
agent's message in lieu thereof,
(ii) the certificate(s) representing the Old Notes in proper form for
transfer or a book-entry confirmation, as the case may be, and
(iii) any other documents required by the letter of transmittal,
will be deposited by the eligible institution with the exchange
agent; and
o such properly executed letter of transmittal (or facsimile thereof),
or an agent's message in lieu thereof, as well as the certificate(s)
representing all tendered Old Notes in proper form for transfer or a
book-entry confirmation, as the case may be, and all other documents
required by the letter of transmittal, are received by the exchange
agent within three New York Stock Exchange trading days after the
expiration date.
Upon request to the exchange agent, a form of Notice of Guaranteed
Delivery will be sent to holders who wish to tender their Old Notes according
to the guaranteed delivery procedures set forth above.
Withdrawal of Tenders
Except as otherwise provided herein, tenders of Old Notes may be withdrawn
at any time prior to 5:00 p.m., New York City time, on the expiration date.
To withdraw a tender of Old Notes in the exchange offer, a written or
facsimile transmission notice of withdrawal must be received by the exchange
agent at its address set forth herein prior to the expiration date. Any such
notice of withdrawal must:
o specify the name of the person having deposited the Old Notes to be
withdrawn;
o identify the Old Notes to be withdrawn (including the certificate
number or numbers, if applicable, and principal amount of such Old
Notes or, in the case of Old Notes transferred by a book-entry
transfer, the name and number of the account at DTC to be credited);
and
o be signed by the holder in the same manner as the original signature
on the letter of transmittal by which such Old Notes were tendered
(including any required signature guarantees or, in the case of Old
Notes transferred by book-entry transfer, be transmitted by DTC and
received by the exchange agent in the same manner as the agent's
message transferring the Old Notes).
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If Old Notes have been tendered pursuant to the procedure for book-entry
transfer described above, any notice of withdrawal must specify the name and
number of the account at DTC to be credited with the withdrawn Old Notes and
otherwise comply with the procedures of DTC. All questions as to the validity,
form and eligibility (including time of receipt) of such notices will be
determined by us, in our sole discretion, which determination shall be final
and binding on all parties.
Any Old Notes so withdrawn will be deemed not to have been validly
tendered for purposes of the exchange offer, and no New Notes will be issued
with respect thereto, unless the Old Notes so withdrawn are validly retendered.
Properly withdrawn Old Notes may be retendered by following one of the
procedures described above under "--Procedures for Tendering" at any time prior
to the expiration date.
Termination of Certain Rights
All registration rights under the registration rights agreement accorded
to holders of the Old Notes (and all rights to receive additional interest in
the event of a registration default (as defined therein)) will terminate upon
consummation of the exchange offer. However, for a period of up to 180 days
after the last day that the exchange offer is open, we will keep the
registration statement effective and provide copies of the latest version of
the prospectus to any broker-dealer that requests copies of such prospectus in
the letter of transmittal for use in connection with any resale by such
broker-dealer of New Notes received for its own account pursuant to the
exchange offer in exchange for Old Notes acquired for its own account as a
result of market-making or other trading activities.
Exchange Agent
The Bank of New York has been appointed as exchange agent for the exchange
offer. Questions and requests for assistance, requests for additional copies of
this prospectus or the letter of transmittal and requests for a copy of the
Notice of Guaranteed Delivery should be directed to the exchange agent
addressed as follows:
By Mail or Hand/Overnight Delivery: By Facsimile:
The Bank of New York (212) 815-6339
Reorganization Unit
101 Barclay Street - 7E Confirm by Telephone:
New York, New York 10286
Attn.: Santino Ginocchietti (212) 815-6331
The Bank of New York also serves as trustee under the indenture.
Fees and Expenses
The expenses of soliciting tenders will be borne by us. The principal
solicitation is being made by mail; however, additional solicitation may be
made by facsimile transmission, telephone or other electronic means or in
person by our officers and regular employees or those of our affiliates.
We have not retained any dealer-manager in connection with the exchange
offer and will not make any payments to brokers, dealers or others soliciting
acceptances of the exchange offer. We, however, will pay the exchange agent
reasonable and customary fees for its services and will reimburse it for its
reasonable out-of-pocket expenses in connection therewith.
The expenses to be incurred in connection with the exchange offer,
including registration fees, fees and expenses of the exchange agent and the
trustee, accounting and legal fees, and printing costs, will be paid by us.
We will pay all transfer taxes, if any, applicable to the exchange of Old
Notes pursuant to the exchange offer. If, however, a transfer tax is imposed
for any reason other than the exchange of the Old Notes pursuant to the
28
exchange offer, then the amount of any such transfer taxes (whether imposed on
the registered holder or any other persons) will be payable by the tendering
holder. If satisfactory evidence of payment of such taxes or exemption
therefrom is not submitted with the letter of transmittal, the amount of such
transfer taxes will be billed directly to such tendering holder.
Consequence of Failure to Exchange
Participation in the exchange offer is voluntary. Holders of the Old Notes
are urged to consult their financial and tax advisors in making their own
decisions on what action to take.
Old Notes that are not exchanged for the New Notes pursuant to the
exchange offer will remain "restricted securities" within the meaning of Rule
144(a)(3) under the Securities Act. Accordingly, such Old Notes may not be
offered, sold, pledged or otherwise transferred except:
o to a person whom the seller reasonably believes is a "qualified
institutional buyer" within the meaning of Rule 144A purchasing for
its own account or for the account of a qualified institutional buyer
in a transaction meeting the requirements of Rule 144A;
o in an offshore transaction complying with Rule 903 or Rule 904 of
Regulation S under the Securities Act;
o pursuant to an exemption from registration under the Securities Act
provided by Rule 144 thereunder (if available);
o pursuant to an effective registration statement under the Securities
Act; or
o pursuant to another available exemption from the registration
requirements of the Securities Act, and, in each case, in accordance
with all other applicable securities laws.
Accounting Treatment
For accounting purposes, we will recognize no gain or loss as a result of
the exchange offer. The expenses of the exchange offer will be amortized over
the term of the New Notes.
TAXATION
In the opinion of Davis Polk & Wardwell, the exchange of Old Notes for New
Notes will not be treated as a taxable transaction for U.S. federal income tax
purposes because the New Notes will not be considered to differ materially in
kind or in extent from the Old Notes. Rather, the New Notes you receive will be
treated as a continuation of your investment in the Old Notes. As a result,
there will be no material U.S. federal income tax consequences to you resulting
from the exchange of Old Notes for New Notes.
You should consult your own tax advisors concerning the tax consequences
arising under state, local, or foreign laws of the exchange of Old Notes for
New Notes.
29
PLAN OF DISTRIBUTION
Each broker-dealer that receives New Notes for its own account in exchange
for Old Notes acquired by the broker-dealer as a result of market-making or
other trading activities must acknowledge that it will deliver a prospectus in
connection with any resale of those New Notes. This prospectus, as it may be
amended or supplemented from time to time, may be used by a participating
broker-dealer in connection with resales of New Notes received in exchange for
such Old Notes. For a period of up to 180 days after the expiration date, we
will make this prospectus, as amended or supplemented, available to any such
broker-dealer that requests copies of this prospectus in the letter of
transmittal for use in connection with any such resale.
We will not receive any proceeds from any sale of New Notes by
broker-dealers or any other persons. New Notes received by participating
broker-dealers for their own account pursuant to the exchange offer may be sold
from time to time in one or more transactions in the over-the-counter market,
in negotiated transactions or through the writing of options on the New Notes,
or a combination of these methods of resale, at market prices prevailing at the
time of resale or negotiated prices. Any such resale may be made directly to
purchasers or to or through brokers or dealers who may receive compensation in
the form of commissions or concessions from any such participating
broker-dealer that resells the New Notes that were received by it for its own
account pursuant to the exchange offer. Any broker or dealer that participates
in a distribution of New Notes may be deemed to be an "underwriter" within the
meaning of the Securities Act and any profit on any such resale of New Notes
and any commissions or concessions received by these persons may be deemed to
be underwriting compensation under the Securities Act. The letter of
transmittal states that by acknowledging that it will deliver and by delivering
a prospectus, a broker- dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.
30
NOTICE TO INVESTORS
Based on interpretations of the staff of the SEC set forth in no-action
letters issued to third parties, we believe that New Notes issued pursuant to
the exchange offer in exchange for Old Notes may be offered for resale, resold,
and otherwise transferred by a holder (other than broker-dealers, as set forth
below, and any holder that is an "affiliate" of FedEx within the meaning of
Rule 405 under the Securities Act) without further registration under the
Securities Act and without delivery to prospective purchasers of a prospectus
pursuant to the provisions of the Securities Act, provided that the holder is
acquiring the New Notes in the ordinary course of its business, is not
participating and has no arrangement or understanding with any person to
participate in the distribution of the New Notes. Eligible holders wishing to
accept the exchange offer must represent to us in the letter of transmittal
that these conditions have been met. See "The Exchange Offer--Procedures for
Tendering."
Each broker-dealer who holds Old Notes acquired for its own account as a
result of market-making or other trading activities and who receives New Notes
for its own account pursuant to the exchange offer must acknowledge that it
will deliver a prospectus in connection with any resale of New Notes. The
letter of transmittal states that by acknowledging and delivering a prospectus,
a broker-dealer will not be deemed to admit that it is an "underwriter" within
the meaning of the Securities Act. This prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with the resales of New Notes received for the broker-dealer's own account in
exchange for Old Notes where Old Notes were acquired by the broker-dealer as a
result of market- making activities or other trading activities. For a period
of up to 180 days after the expiration date, we will make this prospectus
available to those broker-dealers (if they so request in the letter of
transmittal) for use in connection with those resales. See "Plan of
Distribution."
The New Notes constitute new issues of securities with no established
public trading market. We do not intend to apply for listing of the New Notes
on any securities exchange or for inclusion of the New Notes in any automated
quotation system. There can be no assurance that an active public market for
the New Notes will develop or as to the liquidity of any market that may
develop for the New Notes, the ability of holders to sell the New Notes, or the
price at which holders would be able to sell the New Notes. Future trading
prices of the New Notes will depend on many factors, including among other
things, prevailing interest rates, our operating results and the market for
similar securities.
Any Old Notes not tendered or accepted in the exchange offer will remain
outstanding. To the extent that Old Notes are tendered and accepted in the
exchange offer, your ability to sell untendered, and tendered but unaccepted,
Old Notes could be adversely affected. Following consummation of the exchange
offer, the holders of Old Notes will continue to be subject to the existing
restrictions on transfer thereof and we will have no further obligation to
those holders, under the registration rights agreement, to provide for the
registration under the Securities Act of the Old Notes. There may be no trading
market for the Old Notes.
We will not receive any proceeds from, and have agreed to bear the
expenses of, the exchange offer. No underwriter is being used in connection
with the exchange offer.
The exchange offer is not being made to, nor will we accept surrenders for
exchange from, holders of Old Notes in any jurisdiction in which the exchange
offer or the acceptance thereof would not be in compliance with the securities
or blue sky laws of those jurisdictions.
VALIDITY OF THE NEW NOTES
The validity of the New Notes will be passed upon for FedEx Corporation by
Davis Polk & Wardwell, New York, New York.
31
EXPERTS
The consolidated financial statements and schedules of FedEx Corporation
and Federal Express Corporation included in each company's Annual Report on
Form 10-K for the year ended May 31, 2000 and incorporated by reference herein,
have been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their reports with respect thereto, and are incorporated by
reference in this prospectus in reliance upon the authority of Arthur Andersen
LLP as experts in giving those reports.
With respect to the unaudited interim financial information of FedEx
Corporation and Federal Express Corporation for the quarters ended August 31,
2000, November 30, 2000 and February 28, 2001 included in each company's
Quarterly Report on Form 10-Q for such periods, all of which are incorporated
by reference in this prospectus, Arthur Andersen LLP has applied limited
procedures in accordance with professional standards for a review of that
information. However, their separate reports thereon state that they did not
audit and they do not express an opinion on that interim financial information.
Accordingly, the degree of reliance on their reports on that information should
be restricted in light of the limited nature of the review procedures applied.
In addition, the accountants are not subject to the liability provisions of
Section 11 of the Securities Act for their reports on the unaudited interim
financial information because those reports are not "reports" or a "part" of
the prospectus prepared or certified by the accountants within the meaning of
Sections 7 and 11 of the Securities Act.
The consolidated financial statements of American Freightways Corporation
at December 31, 2000 and 1999, and for each of the three years in the period
ended December 31, 2000, appearing in this prospectus and registration
statement have been audited by Ernst & Young LLP, independent auditors, as set
forth in their report thereon appearing elsewhere herein, and are included in
reliance upon such report given on the authority of such firm as experts in
accounting and auditing.
SUBSIDIARY GUARANTORS
Each subsidiary guarantor other than Federal Express Corporation, which is
currently an Exchange Act reporting company, is exempt from Exchange Act
reporting pursuant to Rule 12h-5 under the Exchange Act, as:
o FedEx has no independent assets or operations;
o the guarantees of the subsidiary guarantors are full and
unconditional and joint and several; and
o any subsidiaries of FedEx other than the subsidiary guarantors are,
individually and in the aggregate, minor.
There are no significant restrictions on the ability of FedEx or any
subsidiary guarantor to obtain funds from its subsidiaries by dividend or loan.
32
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
OF AMERICAN FREIGHTWAYS CORPORATION
Years ended December 31, 2000, 1999 and 1998
Page
----
Independent Auditors' Report.............................................. F-2
Consolidated Balance Sheets............................................... F-3
Consolidated Statements of Income......................................... F-4
Consolidated Statements of Shareholders' Equity........................... F-5
Consolidated Statements of Cash Flows..................................... F-6
Notes to Consolidated Financial Statements................................ F-8
F-1
Report of Ernst & Young LLP, Independent Auditors
The Board of Directors and Shareholders
American Freightways Corporation
We have audited the accompanying consolidated balance sheets of American
Freightways Corporation and subsidiaries as of December 31, 2000 and 1999 and
the related consolidated statements of income, shareholders' equity and cash
flows for each of the three years in the period ended December 31, 2000. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of American Freightways Corporation and subsidiaries at December 31, 2000 and
1999, and the consolidated results of their operations and their cash flows for
each of the three years in the period ended December 31, 2000, in conformity
with accounting principles generally accepted in the United States.
/s/Ernst & Young LLP
Little Rock, Arkansas
January 19, 2001, except for Note 7, as
to which the date is February 9, 2001
F-2
American Freightways Corporation and Subsidiaries
Consolidated Balance Sheets
December 31,
2000 1999
--------- ---------
(In Thousands)
Assets
Current assets:
Cash and cash equivalents (Note 10).................................................... $ 4,341 $ 5,345
Trade receivables, less allowance for doubtful accounts (2000 - $5,420, 1999 -
$3,016).............................................................................. 148,198 128,417
Operating supplies and inventories..................................................... 5,973 4,946
Prepaid expenses....................................................................... 16,392 14,520
Deferred income taxes (Note 4)......................................................... 17,512 17,922
Income taxes receivable................................................................ 1,404 9,760
--------- ---------
Total current assets................................................................... 193,820 180,910
Property and equipment (Notes 3 and 6):
Land and structures.................................................................... 346,956 271,376
Revenue equipment...................................................................... 425,968 411,967
Service, office and other equipment.................................................... 182,414 156,443
Land improvements...................................................................... 7,886 4,551
Construction in progress............................................................... 56,100 52,854
Accumulated depreciation and amortization.............................................. (364,697) (314,264)
-------- ---------
654,627 582,927
Other assets:
Bond funds (Notes 3 and 10)............................................................ 360 358
Other.................................................................................. 2,936 2,660
--------- ---------
3,296 3,018
--------- ---------
Total assets............................................................................ $ 851,743 $ 766,855
========= =========
Liabilities and shareholders' equity
Current liabilities:
Trade accounts payable................................................................. $ 21,748 $ 25,729
Accrued expenses (Note 2).............................................................. 117,060 90,655
Current portion of long-term debt...................................................... 14,808 13,030
--------- ---------
Total current liabilities............................................................... 153,616 129,414
Long-term debt, less current portion (Notes 3 and 10)................................... 239,674 251,685
Deferred income taxes (Note 4).......................................................... 76,014 75,032
Shareholders' equity (Notes 3, 5, 7 and 8):
Common stock, par value $.01 per share; authorized 250,000 shares; issued and
outstanding 32,687 shares in 2000 and 32,259 shares in 1999.......................... 327 323
Additional paid-in capital............................................................. 118,986 112,641
Retained earnings...................................................................... 263,251 197,885
Treasury stock, at cost; 15 shares in 2000 and 1999.................................... (125) (125)
--------- ---------
Total shareholders' equity.............................................................. 382,439 310,724
--------- ---------
Commitments (Note 6)
Total liabilities and shareholders' equity.............................................. $ 851,743 $ 766,855
========= =========
See accompanying notes.
F-3
American Freightways Corporation and Subsidiaries
Consolidated Statements of Income
Year ended December 31,
-----------------------------------------------
2000 1999 1998
---------- ---------- ---------
(In Thousands, Except per Share Data)
Operating revenue..................................... $1,390,791 $1,166,675 $986,286
Operating expenses and costs:
Salaries, wages and benefits......................... 816,627 700,139 601,813
Operating supplies and expenses...................... 106,417 92,550 79,219
Operating taxes and licenses......................... 54,950 45,291 41,687
Insurance............................................ 43,826 37,617 31,964
Communications and utilities......................... 22,834 19,018 17,361
Depreciation and amortization........................ 63,986 58,984 55,712
Rent and purchased transportation.................... 94,119 69,679 58,093
Other................................................ 62,247 49,029 40,227
--------- --------- --------
1,265,006 1,072,307 926,076
--------- --------- --------
Operating income...................................... 125,785 94,368 60,210
Other income (expense):
Interest expense..................................... (16,598) (15,237) (15,530)
Interest income...................................... 319 311 307
Gain (loss) on disposal of assets (Note 11).......... (644) 1,938 1,203
Other, net........................................... 29 43 117
--------- --------- --------
(16,894) (12,945) (13,903)
--------- --------- --------
Income before income taxes............................ 108,891 81,423 46,307
Federal and state income taxes (Note 4):
Current.............................................. 42,133 29,786 11,136
Deferred............................................. 1,392 3,521 7,670
--------- --------- --------
43,525 33,307 18,806
--------- --------- --------
Net income............................................ $ 65,366 $ 48,116 $ 27,501
========= ========= ========
Per share (Notes 1 and 8):
Net income - basic................................... $ 2.02 $ 1.51 $ 0.87
========= ========= ========
Net income - assuming dilution....................... $ 1.98 $ 1.47 $ 0.87
========= ========= ========
Average shares outstanding (Notes 1 and 8):
Basic................................................ $ 32,384 $ 31,956 $ 31,624
========= ========= ========
Assuming dilution.................................... $ 33,043 $ 32,673 $ 31,689
========= ========= ========
See accompanying notes.
F-4
American Freightways Corporation and Subsidiaries
Consolidated Statements of Shareholders' Equity
Common Stock
-------------------- Additional
Par Paid-In Retained Treasury
Shares Value Capital Earnings Stock Total
-------- -------- ---------- -------- -------- -----
(In Thousands)
Balances at January 1, 1998.......... 31,568 $ 316 $104,832 $122,268 - $227,416
Stock option and purchase
plans............................... 127 1 1,221 - - 1,222
Purchase of 15 treasury shares - - - - (125) (125)
Net income.................... - - - 27,501 - 27,501
------ ------ -------- -------- ----- --------
Balances at December 31, 1998........ 31,695 317 106,053 149,769 (125) 256,014
Stock option and purchase
plans............................... 564 6 6,588 - - 6,594
Net income.................... - - - 48,116 - 48,116
------ ------ -------- -------- ----- --------
Balances at December 31, 1999........ 32,259 323 112,641 197,885 (125) 310,724
Stock option and purchase
plans............................... 428 4 6,345 - - 6,349
Net income.................... - - - 65,366 - 65,366
------ ------ -------- -------- ----- --------
Balances at December 31, 2000........ 32,687 $ 327 $118,986 $263,251 $(125) $382,439
====== ====== ======== ======== ===== ========
See accompanying notes.
F-5
American Freightways Corporation and Subsidiaries
Consolidated Statements of Cash Flows
Year ended December 31,
----------------------------------------------
2000 1999 1998
---------- ---------- --------
(In Thousands)
Operating activities
Cash received from customers................................ $1,362,847 $1,128,859 $968,497
Cash paid to suppliers and employees........................ (1,173,186) (984,726) (851,762)
Interest received........................................... 319 311 307
Interest paid............................................... (16,713) (15,542) (15,438)
Income taxes paid........................................... (32,816) (35,757) (13,884)
---------- ---------- --------
Net cash provided by operating activities................... 140,451 93,145 87,720
Investing activities
Proceeds from sales of equipment............................ 4,908 6,919 3,222
Capital expenditures........................................ (141,518) (142,483) (94,392)
---------- ---------- --------
Net cash used by investing activities....................... (136,610) (135,564) (91,170)
Financing activities
Proceeds from notes payable and long-term borrowings........ 86,059 117,000 45,657
Principal payments on long-term debt........................ (96,292) (78,079) (41,771)
Proceeds from issuance of common stock...................... 5,388 5,569 1,208
Purchase of treasury stock.................................. - - (125)
---------- ---------- --------
Net cash provided (used) by financing activities............ (4,845) 44,490 4,969
---------- ---------- --------
Net increase (decrease) in cash and cash equivalents........ (1,004) 2,071 1,519
Cash and cash equivalents at beginning of year.............. 5,345 3,274 1,755
---------- ---------- --------
Cash and cash equivalents at end of year.................... $ 4,341 $ 5,345 $ 3,274
========== ========== ========
See accompanying notes.
F-6
American Freightways Corporation and Subsidiaries
Consolidated Statements of Cash Flows (continued)
Year ended December 31,
--------------------------------------
2000 1999 1998
-------- ------- ------
(In Thousands)
Reconciliation of net income to net cash provided by
operating activities
Net income..................................................... $ 65,366 $48,116 $27,501
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation ................................................. 63,986 58,984 55,654
Amortization.................................................. - - 58
Provision for losses on accounts receivable................... 8,192 3,907 2,142
Current tax effect of exercise of stock options............... 961 1,025 14
(Gain) loss on sales of equipment............................. 644 (1,938) (1,203)
Casualty loss on destroyed equipment.......................... 280 336 280
Deferred income taxes......................................... 1,392 3,521 7,670
Changes in operating assets and liabilities:
Trade receivables........................................... (27,973) (37,860) (17,906)
Operating supplies and inventories.......................... (1,027) (807) (1,257)
Prepaid expenses............................................ (1,872) (3,202) (2,647)
Income taxes receivable..................................... 8,356 (6,997) (2,762)
Other assets................................................ (278) (749) (375)
Trade accounts payable...................................... (3,981) 8,963 3,856
Accrued expenses............................................ 26,405 19,846 16,695
-------- ------- -------
Total adjustments.............................................. 75,085 45,029 60,219
-------- ------- -------
Net cash provided by operating activities...................... $140,451 $93,145 $87,720
======== ======= =======
See accompanying notes.
F-7
American Freightways Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2000
1. Summary of Significant Accounting Policies
Consolidation
The consolidated financial statements include the accounts of American
Freightways Corporation and its subsidiaries (collectively, the "Company"). All
significant intercompany accounts and transactions have been eliminated.
Business
The Company primarily operates as a regional and an interregional,
scheduled, for hire, less-than-truckload motor carrier, serving all points in
40 contiguous states from a network of 265 customer centers, which constitutes
the Company's only business segment. The Company performs ongoing credit
evaluations of its customers and generally does not require collateral.
Historically, credit losses have been within management's expectations.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
Revenue Recognition
The Company recognizes revenue and direct shipment costs upon the delivery
of the related freight.
The Company's customer contracts specify that a fuel surcharge may be
applied during periods of rising fuel prices. The fuel surcharge is tied to the
Department of Energy's National Diesel Fuel Index and is designed to suspend at
the time this national index moves below $1.15 per gallon. The Company recorded
$42,753,000 and $4,236,000 from the fuel surcharge in 2000 and 1999,
respectively, as a reduction to fuel expenses to offset the increased fuel
costs incurred. The fuel surcharge was not in effect in fiscal year 1998.
Property and Equipment
Property and equipment, which includes assets recorded under a capital
lease, is recorded at cost. For financial reporting purposes, the cost of such
property is depreciated principally by the straight-line method over the
estimated useful lives of 3 to 12 years for revenue and service equipment, 15
to 40 years for structures and improvements and 3 to 10 years for furniture and
office equipment. Assets under the lease are depreciated by the straight-line
method over the remaining lease term. Capital lease amortization is included in
depreciation expense. For tax reporting purposes, accelerated depreciation or
applicable cost recovery methods are used. Gains and losses are recognized in
the year of disposal. Gains and losses on revenue equipment are recorded as
adjustments to depreciation expense.
Insurance
As of December 31, 2000, the Company was generally self-insured up to
specified limits for workers' compensation and cargo loss and damage claims
where allowable. In states where approval has not been granted, however,
workers' compensation claims are insured under a $750,000 deductible plan. In
the state of North Dakota, workers' compensation claims are insured under the
mandatory state plan, as private plans are not permitted.
F-8
American Freightways Corporation and Subsidiaries
Notes to Consolidated Financial Statements (continued)
General and automobile liability claims are insured with a retention limit
of $750,000 per occurrence, with excess coverage on a fully insured basis
providing catastrophic coverage.
Income Taxes
Deferred income taxes are accounted for under the liability method.
Deferred income tax assets and liabilities reflect the effects of temporary
differences between the carrying amounts of assets and liabilities for
financial reporting and the amounts used for income tax purposes.
Earnings Per Share
The Company calculates earnings per common share under the following
methods:
o Earnings per share - basic are computed based on the weighted average
number of shares outstanding during each year.
o Earnings per share - assuming dilution are computed based on the
weighted average number of shares outstanding during each year,
adjusted to include common stock equivalents attributable to dilutive
stock options.
Cash Equivalents
The Company considers all highly liquid investments with a maturity of
three months or less when purchased to be cash equivalents.
Stock-Based Compensation
The Company grants stock options for a fixed number of shares to employees
with an exercise price equal to the fair value of the shares at the date of
grant. The Company accounts for stock option grants in accordance with
Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock
Issued to Employees," and accordingly, recognizes no compensation expense for
the stock option grants.
Impairment of Assets
The Company accounts for any impairment of its long-lived assets using
Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
Of." Under SFAS No. 121, impairment losses are recognized when information
indicates the carrying amount of long-lived assets, identifiable intangibles
and goodwill related to those assets will not be recovered through future
operations or sale.
Advertising Costs
Advertising costs are expensed to operations in the period incurred.
Advertising costs for 2000, 1999 and 1998 were $797,000, $1,620,000 and
$685,000, respectively.
Recent Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board issued SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities." The
Statement has been amended by SFAS No. 137 and 138. It is effective for all
quarters of fiscal years beginning after June 15, 2000. It establishes
accounting and reporting standards
F-9
American Freightways Corporation and Subsidiaries
Notes to Consolidated Financial Statements (continued)
requiring that every derivative instrument be recorded in the balance sheet as
either an asset or liability at its fair value. The Company does not have any
derivative instruments at December 31, 2000. The Company is currently
evaluating the requirements of SFAS No. 133, as amended, and does not
anticipate that the adoption will have a material effect on earnings or the
financial position of the Company.
In addition the SEC issued Staff Accounting Bulletin ("SAB") No. 101,
"Revenue Recognition in Financial Statements", which provides guidance for all
SEC registrants related to the recognition of revenue. The Company implemented
SAB No. 101 in the current year. The impact was not material.
2. Accrued Expenses
2000 1999
-------- -------
(In Thousands)
Accrued salaries, wages and benefits................ $ 47,787 $32,426
Taxes other than income............................. 11,207 6,081
Accident liability, cargo loss and damage, health,
and workers' compensation claims reserves........... 53,629 48,437
Other............................................... 4,437 3,711
-------- -------
$117,060 $90,655
======== =======
3. Long-term Debt
2000 1999
-------- -------
(In Thousands)
Bonds payable (1).................................. $ 5,135 $ 5,590
Revolving credit agreements (2).................... 130,000 129,000
Mortgage notes (3)................................. 468 638
Unsecured senior notes (4)......................... 117,000 129,250
Other (5).......................................... 1,879 237
-------- --------
254,482 264,715
Less current portion............................... (14,808) (13,030)
-------- --------
$239,674 $251,685
======== ========
- ---------
(1) Represents the Company's liability under a loan agreement with Arkansas
Development Finance Authority, issuer of economic development revenue
bonds to construct customer centers and a general office facility. The
loan agreement provides that the Company will make payments sufficient to
pay the principal and interest on the bonds. The bonds have annual
maturity dates through 2009. The bonds bear interest at fixed rates
ranging from 4% to 5% and are collateralized by land and structures with a
net book value of $7,356,000 at December 31, 2000. The loan agreement
requires that certain bond service funds be maintained. As of December 31,
2000, there was $360,000 in a debt service reserve fund.
(2) The revolving credit agreements at December 31, 2000 include an unsecured
revolving credit agreement, which provides for available borrowings of
$160,000,000. Borrowings under this revolving credit agreement at December
31, 2000 totaled $130,000,000. The term of this agreement extends to April
1, 2003 (unless terminated or renewed). Interest is applied to outstanding
borrowings at variable interest rates based on the London Interbank rate
or the prime rate. The weighted average rate on outstanding borrowings at
December
F-10
American Freightways Corporation and Subsidiaries
Notes to Consolidated Financial Statements (continued)
31, 2000 was 7.17%. The agreement contains covenants which limit, among
other things, indebtedness, loans, investments and dividend payments, as
well as require the Company to meet certain financial tests. The Company
pays an annual commitment fee based on the unused commitment. At December
31, 2000, the commitment fee was 0.1875%. As of December 31, 2000, the
amount available for additional borrowing under this line of credit was
$30,000,000.
The Company also has $15,000,000 of available borrowings and letters of
credit at December 31, 2000 under a separate unsecured revolving credit
agreement. The terms of this agreement provide for borrowings up to
$15,000,000 at a rate of interest agreed upon at the time of any
borrowings. There were no borrowings outstanding at December 31, 2000.
This agreement matures March 31, 2001, unless terminated or renewed. At
December 31, 2000, the Company had utilized this line of credit to obtain
letters of credit totaling $2,382,000.
The Company also has $20,000,000 of available borrowings at December 31,
2000 under a separate unsecured revolving credit agreement. The terms of
this agreement provide for borrowings up to $20,000,000 at a rate of
interest agreed upon at the time of any borrowings. There were no
borrowings outstanding at December 31, 2000.
(3) Mortgage notes are due monthly or annually to November 2003 at an average
interest rate of 8.26%. The notes are collateralized by land and
structures with a net book value of $4,263,000 at December 31, 2000.
(4) Includes an unsecured senior note for $5,000,000 payable in full on
November 30, 2001. The note bears interest at a fixed rate of 8.91%
payable semi-annually.
Also includes seven notes totaling $112,000,000; all issued under an
unsecured and uncommitted $190,000,000 Master Shelf Agreement with the
following characteristics:
Outstanding Maturity Interest
Principal Date Rate
----------- ------------ --------
$2,000,000 April 2001 7.55%
15,000,000 January 2005 8.85
20,000,000 June 2005 6.92
25,000,000 May 2006 7.51
50,000,000 April 2012 8.11
All notes have fixed interest rates, payable quarterly. These note
agreements contain covenants, which limit, among other things, loans,
indebtedness, investments and dividend payments, and require the Company
to meet certain financial tests.
(5) Represents the Company's liability under a loan agreement with IBM Credit
Corporation and a capital lease with Konig Resources LLC. The payments to
IBM Credit Corporation are due monthly until June 2001. The note bears
interest at 5.51%. The capital lease is for the customer center in Nitro,
West Virginia. Payments are due monthly until January 2015. The interest
rate is 7.75% for liability reduction.
Annual maturities on long-term debt and capital lease obligations are
$14,808,000 in 2001, $12,760,000 in 2002, $142,705,000 in 2003,
$12,633,000 in 2004, $12,665,000 in 2005 and $58,911,000 thereafter.
Interest costs of $2,593,000, $1,555,000 and $1,044,000 in 2000, 1999 and
1998, respectively, were capitalized as part of the construction cost of
certain property and equipment.
F-11
American Freightways Corporation and Subsidiaries
Notes to Consolidated Financial Statements (continued)
4. Federal and State Income Taxes
Significant components of the Company's deferred tax liabilities and
assets as of December 31, 2000 and 1999, respectively, are as follows:
2000 1999
------- -------
(In Thousands)
Noncurrent deferred tax liabilities:
Tax over book depreciation..................... $76,461 $76,167
State loss and credit carryovers............... (447) (1,135)
------- -------
Net noncurrent deferred tax liabilities......... $76,014 $75,032
======= =======
Current deferred tax assets:
Accrued expenses not deductible until paid..... $30,080 $24,736
Allowance for doubtful accounts................ 1,742 807
Revenue recognition differences................ (1,786) 459
------- -------
Total current deferred tax assets............... 30,036 26,002
Current deferred tax liabilities:
Prepaid expenses............................... (12,524) (8,080)
------- -------
Net current deferred tax assets................. $17,512 $17,922
======= =======
The reconciliation between the effective income tax rate and the statutory
federal income tax rate is presented in the following table:
2000 1999 1998
------- ------- -------
(In Thousands)
Income tax at the statutory federal
rate of 35%............................... $38,112 $28,498 $16,207
Federal income tax effects of:
State income taxes......................... (1,996) (1,702) (666)
Nondeductible expenses..................... 1,227 532 480
Other...................................... 479 1,115 882
------- ------- -------
Federal income taxes........................ 37,822 28,443 16,903
State income taxes.......................... 5,703 4,864 1,903
------- ------- -------
$43,525 $33,307 $18,806
======= ======= =======
Effective income tax rate................... 40.0% 40.9% 40.6%
======= ======= =======
Tax benefits of stock option and purchase plans recorded as paid-in
capital and which did not reduce income tax expense amounted to $961,000,
$1,025,000 and $14,000 in 2000, 1999 and 1998, respectively.
5. Employee Benefit and Compensation Plans
Stock Purchase Plan
The Company maintains a stock purchase plan covering substantially all
employees of the Company. A total of 1,296,410 shares of common stock remain
reserved for issuance under this plan at December 31, 2000. The plan contains
two six-month offering periods commencing May 1 and November 1 of each year.
During each offering
F-12
American Freightways Corporation and Subsidiaries
Notes to Consolidated Financial Statements (continued)
period, an eligible employee may enroll to purchase up to the lesser of $2,000
or 400 shares of Company stock. The price per share is 85% of the lower of the
fair market value at the date of grant or the date of exercise, which is six
months from the date of grant.
Shares have been issued under the current and an expired predecessor plan
during 1998, 1999 and 2000 as follows:
Number of Per Share
Issue Date Shares Issued Exercise Price
- ---------- ------------- --------------
Predecessor Plan:
April 30, 1998..................... 59,297 $10.20
October 31, 1998................... 70,318 7.23
April 30, 1999..................... 71,199 10.31
October 31, 1999................... 109,995 7.38
1999 Employee Stock Purchase Plan:
October 31, 1999................... 53,428 14.61
April 20, 2000..................... 67,719 15.83
October 31, 2000................... 82,443 13.71
During November 2000, employees enrolled for options to purchase 147,394
shares under this plan. These shares will be issued during 2001.
Stock Options and Stock Appreciation Rights
The 1993 Stock Option Plan provides for the issuance of qualified or
nonqualified options to purchase common stock of the Company and the awarding
of stock appreciation rights payable in shares or cash. The stock appreciation
rights currently outstanding were issued in 1993 and are payable only in cash.
No option or right may be issued for less than the fair market value of the
stock on the date of grant. The options and rights vest over a five-year period
from the date of grant and will expire if not exercised after ten years from
the date of grant. The Company also reserves shares for issuance under the 1999
Chairman Stock Option Plan and the Nonemployee Director Stock Option Plans.
Collective activity within the plans is summarized as follows:
Stock Shares Weighted
Appreciation Under Average
Rights Option Price Range Price
------------ ---------- -------------------------- --------
Outstanding at January 1, 1998..... 90,650 1,599,170 $3.00 - $22.13 $13.06
Granted........................... - 515,550 9.69 - 11.31 10.12
Exercised......................... - (13,080) 6.31 - 7.63 7.50
Canceled.......................... (3,600) (93,850) 6.31 22.13 12.58
------ --------- ----- ------ ------
Outstanding at December 31, 1998... 87,050 2,007,790 3.00 - 22.13 12.33
Granted........................... - 704,250 11.16 - 21.09 11.31
Exercised......................... (39,580) (360,875) 3.00 - 21.38 10.33
Canceled.......................... (1,290) (128,780) 10.19 21.38 11.76
------ --------- ----- ------ ------
Outstanding at December 31, 1999... 46,180 2,222,385 6.31 - 22.13 12.42
Granted........................... - 708,000 15.28 - 16.34 15.85
F-13
American Freightways Corporation and Subsidiaries
Notes to Consolidated Financial Statements (continued)
Stock Shares Weighted
Appreciation Under Average
Rights Option Price Range Price
------------ ---------- -------------------------- --------
Exercised......................... (29,740) (275,940) 6.31 - 21.38 12.86
Canceled.......................... (1,550) (151,735) 6.31 - 21.38 13.63
------ --------- ----- ------ ------
Outstanding at December 31, 2000... 14,890 2,502,710 $6.31 $22.13 $13.25
====== ========= ===== ====== ======
The following table summarizes information concerning currently
outstanding and exercisable options:
Options Outstanding Options Exercisable
--------------------------------------------- ----------------------------
Weighted Weighted Weighted
Average Average Average
Range of Number Remaining Exercise Number Exercise
Exercise Prices Outstanding Life (Years) Price Exercisable Price
- ---------------------- ----------- ------------ -------- ----------- --------
$6 - $10.............. 95,390 6.0 $9.20 54,490 $8.83
$10 - $15............. 1,573,010 5.6 11.66 801,625 12.36
$15 - $20............. 727,290 8.5 16.03 71,390 17.75
Greater than $20...... 107,020 4.2 21.38 106,820 21.38
--------- --- ---------
Total................. 2,502,710 6.4 1,034,325
========= === =========
The number of shares of common stock reserved for granting future options
under these plans at December 31 was 2,021,815 in 2000, 2,578,240 in 1999 and
864,870 in 1998. At December 31, 2000, options were exercisable to purchase
1,034,325 shares.
Expense related to the change in value of stock appreciation rights for
2000 and 1999 totaled $473,000 and $454,000, respectively. There was no benefit
or expense related to the changes in 1998.
Accounting for Stock-Based Compensation
The Company applies APB Opinion No. 25, "Accounting for Stock Issued to
Employees," and related interpretations in accounting for its stock option
plans and, accordingly, does not recognize compensation expense. If the Company
had elected to recognize compensation expense based on the fair value of
options granted at grant date as prescribed by SFAS No. 123, "Accounting for
Stock-Based Compensation," net income and earnings per share - assuming
dilution would have been reduced to the pro forma amounts indicated in the
table below:
2000 1999 1998
---------- ---------- ----------
(In Thousands, Except
Per Share Amounts)
Net income - as reported....................................... $ 65,366 $ 48,116 $ 27,501
Net income - pro forma......................................... 63,090 46,428 26,219
Earnings per share - assuming dilution - as reported........... 1.98 1.47 0.87
Earnings per share - assuming dilution - pro forma............. 1.91 1.42 0.83
The fair value of options was estimated as of the date of grant using the
Black-Scholes option-pricing model with the following assumptions:
F-14
American Freightways Corporation and Subsidiaries
Notes to Consolidated Financial Statements (continued)
2000 1999 1998
-------------------------- --------------------------- ------------------------
Option Purchase Option Purchase Option Purchase
Plans Plans Plans Plans Plans Plans
---------- ---------- ---------- ---------- ---------- --------
Expected dividend yield.......... 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
Expected stock price volatility.. 38.30 42.60 35.50 37.20 33.80 38.50
Risk-free interest rate.......... 6.33 6.27 4.67 5.33 5.62 4.63
Expected life of options......... 4.0 years 0.5 years 4.3 years 0.5 years 4.3 years 1 year
Weighted average value per
option.......................... $5.88 $3.68 $4.34 $3.76 $3.68 $2.58
Retirement Plan
The Company maintains a profit sharing plan for the benefit of all
eligible employees. The plan qualifies under Section 401(k) of the Internal
Revenue Code, thereby allowing eligible employees to make tax deferred
contributions to the plan. The plan permits, at the discretion of the Board of
Directors, elective and matching employer contributions. During 2000, the
Company made elective contributions of 2 1/2% of each eligible participant's
compensation, in addition to a 25% match of the first 6% of compensation
contributed by participants. The Company's contributions to the plan totaled
$17,110,000, $14,631,000 and $12,717,000 for 2000, 1999 and 1998, respectively.
6. Leases and Commitments
Rent expense, exclusive of amounts related to purchased transportation,
totaled approximately $55,481,000 for 2000, $38,719,000 for 1999 and
$31,324,000 for 1998. The future minimum rental commitments under noncancelable
operating leases having initial or remaining terms in excess of one year as of
December 31, 2000 are as follows:
Land and Revenue Other
Total Structures Equipment Equipment
-------- ---------- --------- ---------
(In Thousands)
2001.......... $54,643 $13,429 $29,440 $11,774
2002.......... 46,842 10,588 29,539 6,715
2003.......... 35,112 7,699 25,452 1,961
2004.......... 24,739 6,478 18,261 -
2005.......... 18,890 4,313 14,577 -
Thereafter.... 19,448 12,749 6,699 -
-------- ------- -------- -------
$199,674 $55,256 $123,968 $20,450
======== ======= ======== =======
The future minimum lease payments under a capitalized lease consist of the
following at December 31, 2000 (thousands):
F-15
American Freightways Corporation and Subsidiaries
Notes to Consolidated Financial Statements (continued)
2001....................................................... $ 210
2002....................................................... 210
2003....................................................... 210
2004....................................................... 210
2005....................................................... 210
Thereafter................................................. 1,908
--------
Total minimum payments..................................... 2,958
Amount representing interest............................... 1,161
--------
Present value of minimum lease payments included
in long-term debt (Note 3)................................ $ 1,797
========
Certain leases have renewal options for periods from one to five years at
the fair rental value of the related property at renewal. Certain of the lease
agreements contain fixed price purchase options. The lease agreements require
the lessee to pay property taxes, maintenance and operating expenses.
Commitments for land, customer centers and revenue equipment (including
the cost to complete construction in progress) aggregated approximately
$83,412,000 at December 31, 2000.
7. Merger Agreement
On November 12, 2000, the Company's Board of Directors approved a tender
offer and plan of merger (as amended and restated, the "Merger Agreement")
among the Company, FedEx Corporation ("FedEx") and FDX, Inc. ("FDX"), a wholly
owned subsidiary of FedEx. Through the tender offer, FDX acquired approximately
50.1% of the Company's outstanding shares effective December 29, 2000.
The Company's Board of Directors previously adopted a rights plan pursuant
to which a dividend of one common share purchase right was declared for each
outstanding share. The rights trade with the common stock and will become
exercisable if a person or group acquires more than 15% of the common shares or
announces a tender or exchange offer for more than 15% of the common shares. On
November 12, 2000, the Company's Board of Directors amended the rights plan to
exclude FedEx and FDX from the definition of acquiring persons, so long as
FedEx and FDX do not become the owner of 15% or more of the outstanding shares
of the Company other than pursuant to the terms of the Merger Agreement.
In connection with the Merger Agreement, the Company had a contingent
liability for professional fees of $3,994,000 at December 31, 2000, which was
payable at the consummation of the merger.
In accordance with the Merger Agreement, and upon shareholder approval,
the Company was merged with and into FDX on February 9, 2001, and Company
shareholders received 0.6639 shares of FedEx common stock in exchange for each
Company share and cash in lieu of fractional shares. All outstanding stock
options of the Company were converted into FedEx stock options with the same
terms and conditions as were applicable under such Company options. All
outstanding stock appreciation rights were paid in cash prior to February 9,
2001.
In anticipation of the violation of certain covenants relating to the
Company's unsecured senior notes, FedEx provided a written guarantee for
payment of the notes, and the Company obtained a waiver on February 6, 2001
until April 13, 2001, at which time prepayment or assumption of senior notes
will be required.
F-16
American Freightways Corporation and Subsidiaries
Notes to Consolidated Financial Statements (continued)
8. Earnings per Share
Net income for purposes of basic earnings per share and earnings per share
- - assuming dilution was $65,366,000, $48,116,000 and $27,501,000 for the years
2000, 1999 and 1998, respectively. A reconciliation of average shares
outstanding for both computations is presented below:
2000 1999 1998
------ ------ ------
(In Thousands)
Average shares outstanding - basic............. 32,384 31,956 31,624
Effect of dilutive stock options............... 659 717 65
------ ------ ------
Average shares outstanding - assuming dilution. 33,043 32,673 31,689
====== ====== ======
Antidilutive stock options are not included in the earnings per share
calculation. Average antidilutive options were 357,000 in 2000, 244,000 in 1999
and 1,545,000 in 1998.
9. Quarterly Results of Operations (Unaudited)
The following is a summary of the quarterly results of operations for the
years ended December 31, 2000 and 1999:
Three months ended
March 31 June 30 September 30 December 31
-------- --------- ------------ -----------
(In Thousands, Except Per Share Data)
2000
Operating revenue.................. $325,193 $356,938 $363,969 $344,691
Operating expenses and costs....... 298,823 321,767 325,844 318,572
Net income ........................ 13,376 18,640 20,460 12,890
Net income per share:
Basic............................. .41 .58 .63 .40
Assuming dilution................. .41 .57 .62 .38
Average shares outstanding:
Basic............................. 32,265 32,346 32,390 32,536
Assuming dilution................. 32,629 32,967 32,967 33,608
1999
Operating revenue.................. $265,404 $291,173 $303,617 $306,480
Operating expenses and costs....... 250,577 266,400 276,100 279,229
Net income ........................ 6,775 13,122 14,386 13,833
Net income per share:
Basic............................. .21 .41 .45 .43
Assuming dilution................. .21 .40 .44 .42
Average shares outstanding:
Basic............................. 31,738 31,860 32,026 32,200
Assuming dilution................. 32,229 32,643 32,977 32,842
F-17
American Freightways Corporation and Subsidiaries
Notes to Consolidated Financial Statements (continued)
10. Fair Values of Financial Instruments
The following methods and assumptions were used by the Company in
estimating fair value disclosures for financial instruments:
Cash and cash equivalents - the carrying amount reported in the
consolidated balance sheets for cash and cash equivalents approximates fair
value.
Bond funds - the Company's debt service reserve fund is invested in money
market funds and the carrying amount reported in the consolidated balance
sheets for bond funds approximates fair value.
Long-term debt - the fair values of the Company's long-term debt are
estimated using discounted cash flow analyses, based on the Company's current
incremental borrowing rates for similar types of borrowing arrangements.
The carrying amounts and fair values of the Company's financial
instruments at December 31 are as follows:
Carrying Amount Fair Value
--------------- ----------
(In Thousands)
2000
Cash and cash equivalents....... $ 4,341 $ 4,341
Bond funds...................... 360 360
Long-term debt.................. 254,482 259,761
1999
Cash and cash equivalents....... $ 5,345 $ 5,345
Bond funds...................... 358 358
Long-term debt.................. 264,715 263,965
11. Involuntary Conversion
During 1999 the Company experienced an involuntary conversion of certain
assets. This involuntary conversion resulted in the recognition of a gain of
approximately $1,760,000, which is included in gain (loss) on disposal of
assets in the consolidated statements of income.
F-18
===============================================================================
[FedEx LOGO]
$250,000,000 6 5/8% New Notes due 2004
$250,000,000 6 7/8% New Notes due 2006
$250,000,000 7 1/4% New Notes due 2011
--------------------------------------------
PROSPECTUS
--------------------------------------------
, 2001
===============================================================================
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. Indemnification of Directors and Officers.
Section 102(b)(7) of the Delaware General Corporation Law (the "Delaware
Law") permits a corporation to include in its certificate of incorporation a
provision eliminating or limiting the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, provided that such provision may not eliminate or limit the
liability of a director for any breach of the director's duty of loyalty to the
corporation or its stockholders, for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, for the
unlawful payment of dividends, or for any transaction from which the director
derived an improper personal benefit.
ARTICLE THIRTEENTH of FedEx's Amended and Restated Certificate of
Incorporation, as amended (the "Charter"), provides that no director shall be
personally liable to FedEx or its stockholders for monetary damages for breach
of fiduciary duty as a director, provided that ARTICLE THIRTEENTH does not
eliminate or limit the liability of a director of FedEx (i) for any breach of
the director's duty of loyalty to FedEx or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware Law (relating
to the unlawful payment of dividends) or any amendment or successor provision
thereto, or (iv) for any transaction from which the director derived an
improper personal benefit. ARTICLE THIRTEENTH of the Charter does not eliminate
or limit the liability of a director for any act or omission occurring prior to
the date when ARTICLE THIRTEENTH became effective (December 3, 1997). Neither
the amendment nor repeal of ARTICLE THIRTEENTH of the Charter, nor the adoption
of any provision of the Charter inconsistent with ARTICLE THIRTEENTH, will
eliminate or reduce the effect of ARTICLE THIRTEENTH with respect to any matter
occurring, or any cause of action, suit or claim that, but for ARTICLE
THIRTEENTH, would accrue or arise prior to such amendment, repeal or adoption
of an inconsistent provision.
Section 145 of the Delaware Law permits a corporation to indemnify any of
its directors, officers, employees or agents who was or is a party, or is
threatened to be made a party, to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation), by reason of the
fact that such person is or was a director, officer, employee or agent of the
corporation (or another enterprise if serving at the request of the
corporation), against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person
in connection with such action, suit or proceeding if such person acted in good
faith and in a manner such person reasonably believed to be in or not opposed
to the best interests of the corporation, and, with respect to any criminal
action or proceeding, had no reason to believe that his or her conduct was
unlawful. In any threatened, pending or completed action or suit by or in the
right of the corporation, a corporation is permitted to indemnify any director,
officer, employee or agent against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection with the defense
or settlement of such action or suit if such person acted in good faith and in
a manner that he or she reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification may be made if
such person shall have been adjudged to be liable to the corporation unless and
only to the extent that the court in which the action or suit was brought shall
determine upon application that, despite such adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnification for such expenses which the court shall deem
proper.
Article III, Section 13 (relating to indemnification of directors) and
Article V, Section 18 (relating to indemnification of officers and managing
directors) of FedEx's Amended and Restated By-laws provide that FedEx shall
indemnify to the full extent authorized or permitted by the Delaware Law any
person made, or threatened to be made, a party to any threatened, pending or
completed action, suit or proceeding (whether civil, criminal, administrative
or investigative) by reason of the fact that such person or his or her testator
or intestate is or was a director, officer or managing director of FedEx or
serves or served as a director, officer, employee or agent of any other
enterprise at FedEx's request.
II-1
FedEx also has purchased insurance designed to protect FedEx and its
directors and officers against losses arising from certain claims, including
claims under the Securities Act of 1933, as amended (the "Securities Act").
Item 21. Exhibits and Financial Statement Schedules.
(a) List of Exhibits.
Exhibit
Number Description
- --------- -----------
1.1 Purchase Agreement dated February 6, 2001 among FedEx Corporation,
the Guarantors named therein and Merrill Lynch, Pierce, Fenner &
Smith Incorporated, Banc of America Securities LLC, Chase
Securities, Inc., Commerzbank Capital Markets Corp. and Credit
Suisse First Boston Corporation, as initial purchasers.
4.1 Indenture, dated as of February 12, 2001, among FedEx
Corporation, as Issuer, the Guarantors named therein, and The
Bank of New York, as Trustee.
4.2 Form of New Note (included in Exhibit 4.1).
4.3 Supplemental Indenture No. 1, dated as of February 20, 2001, among
FedEx Corporation, as Issuer, the Guarantors named therein, the
Additional Guarantors named therein and The Bank of New York, as
Trustee.
4.4 Supplemental Indenture No. 2, dated as of April 27, 2001 among
FedEx Corporation, as Issuer, the Guarantors named therein, the
Additional Guarantors named therein and The Bank of New York, as
Trustee.
4.5 Registration Rights Agreement, dated as of February 12, 2001, among
FedEx Corporation, the Guarantors named therein, and Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Banc of America Securities
LLC, Chase Securities Inc., Commerzbank Capital Markets Corp., and
Credit Suisse First Boston Corporation, as initial purchasers.
5.1 Opinion of Davis Polk & Wardwell regarding the validity of the New
Notes.
8.1 Opinion of Davis Polk & Wardwell regarding tax matters (included in
Exhibit 5.1).
15.1 Letter of Arthur Andersen LLP regarding unaudited interim
financial information of FedEx Corporation and Federal Express
Corporation.
21.1 Subsidiaries of FedEx Corporation.
23.1 Consent of Arthur Andersen LLP with respect to FedEx
Corporation's and Federal Express Corporation's financial
statements.
23.2 Consent of Ernst & Young LLP with respect to American Freightways
Corporation's financial statements.
23.3 Consent of Davis Polk & Wardwell (included in Exhibit 5.1).
24.1 Powers of Attorney (set forth on the signature pages to this
Registration Statement).
25.1 Statement of Eligibility under the Trust Indenture Act of 1939 on
Form T-1 of The Bank of New York, as Trustee.
99.1 Form of Letter of Transmittal.
99.2 Form of Notice of Guaranteed Delivery.
99.3 Form of Exchange Agent Agreement.
II-2
(b) Financial Statement Schedules.
Not Applicable.
(c) Item 4(b) Information.
Not Applicable.
Item 22. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) That for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934, as amended (the "Securities Exchange
Act") (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act) that is incorporated by reference in
this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(2) To respond to requests for information that is incorporated by
reference into the prospectus contained in this Registration
Statement pursuant to Item 4, 10(b), 11, or 13 of this Form,
within one business day of receipt of such request, and to send
the incorporated documents by first class mail or other equally
prompt means. This includes information contained in documents
filed subsequent to the effective date of this Registration
Statement through the date of responding to the request.
(b) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act, and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Securities Act, and will be governed by the final
adjudication of such issue.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Memphis, State of
Tennessee, on April 30, 2001.
FEDEX CORPORATION
By: /s/ James S. Hudson
---------------------------
James S. Hudson
Corporate Vice President -
Strategic Financial Planning and
Control
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Kenneth R. Masterson, Alan B. Graf, Jr. and James S. Hudson, and each of them,
his or her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) and supplements to this registration statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, and hereby grants to
such attorneys-in-fact and agents, full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons on behalf of the
Registrant in the capacities and on the dates indicated.
Signature Capacity Date
- ----------------------------------- -------------------------------------------- ---------------------
/s/ Frederick W. Smith Chairman of the Board, President and Chief April 30, 2001
- ------------------------------- Executive Officer and Director
Frederick W. Smith (Principal Executive Officer)
/s/ Alan B. Graf, Jr. Executive Vice President and April 30, 2001
- ------------------------------- Chief Financial Officer
Alan B. Graf, Jr. (Principal Financial Officer)
/s/ James S. Hudson Corporate Vice President - Strategic April 30, 2001
- ------------------------------- Financial Planning and Control
James S. Hudson (Principal Accounting Officer)
/s/ James L. Barksdale Director April 30, 2001
- -------------------------------
James L. Barksdale
II-4
Signature Capacity Date
- ----------------------------------- -------------------------------------------- ---------------------
/s/ Robert L. Cox Director April 30, 2001
- -------------------------------
Robert L. Cox
/s/ Ralph D. DeNunzio Director April 30, 2001
- -------------------------------
Ralph D. DeNunzio
/s/ Judith L. Estrin Director April 30, 2001
- -------------------------------
Judith L. Estrin
/s/ F.S. Garrison Director April 30, 2001
- -------------------------------
F.S. Garrison
/s/ Philip Greer Director April 30, 2001
- -------------------------------
Philip Greer
/s/ J.R. Hyde, III Director April 30, 2001
- -------------------------------
J.R. Hyde, III
Director
- -------------------------------
Shirley Ann Jackson
- ------------------------------- Director
George J. Mitchell
- ------------------------------- Director
Joshua I. Smith
- ------------------------------- Director
Paul S. Walsh
/s/ Peter S. Willmott Director April 30, 2001
- -------------------------------
Peter S. Willmott
II-5
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Memphis, State of
Tennessee, on April 30, 2001.
FEDERAL EXPRESS CORPORATION
By: /s/ Michael W. Hillard
------------------------------
Michael W. Hillard
Vice President, Controller and
Chief Accounting Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Kenneth R. Masterson, Alan B. Graf, Jr. and James S. Hudson, and each of them,
his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including
post-effective amendments) and supplements to this registration statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, and hereby grants to
such attorneys-in-fact and agents, full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully to
all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons on behalf of the
Registrant in the capacities and on the dates indicated.
Signature Capacity Date
- -------------------------------------- -------------------------------------------- ----------------
/s/ Frederick W. Smith Chairman of the Board and Director April 30, 2001
- --------------------------------
Frederick W. Smith
/s/ David J. Bronczek President and Chief Executive Officer April 30, 2001
- -------------------------------- and Director (Principal Executive Officer)
David J. Bronczek
/s/ Tracy G. Schmidt Senior Vice President and Chief Financial April 30, 2001
- -------------------------------- Officer (Principal Financial Officer)
Tracy G. Schmidt
/s/ Michael W. Hillard Vice President, Controller and April 30, 2001
- -------------------------------- Chief Accounting Officer
Michael W. Hillard (Principal Accounting Officer)
/s/ Robert B. Carter Director April 30, 2001
- --------------------------------
Robert B. Carter
II-6
Signature Capacity Date
- -------------------------------------- -------------------------------------------- ----------------
/s/ Michael L. Ducker Director April 30, 2001
- --------------------------------
Michael L. Ducker
/s/ T. Michael Glenn Director April 30, 2001
- --------------------------------
T. Michael Glenn
/s/ Alan B. Graf, Jr. Director April 30, 2001
- --------------------------------
Alan B. Graf, Jr.
/s/ George W. Hearn Director April 30, 2001
- --------------------------------
George W. Hearn
/s/ Kenneth R. Masterson Director April 30, 2001
- --------------------------------
Kenneth R. Masterson
/s/ David F. Rebholz Director April 30, 2001
- --------------------------------
David F. Rebholz
/s/ Theodore L. Weise Director April 30, 2001
- --------------------------------
Theodore L. Weise
II-7
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Moon Township, State of
Pennsylvania, on April 30, 2001.
FEDEX GROUND PACKAGE SYSTEM, INC.
By: /s/ Ronald R. Trombetta
---------------------------------------
Ronald R. Trombetta
Senior Vice President - Finance and
Administration, Chief Financial Officer
and Treasurer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Kenneth R. Masterson, Alan B. Graf, Jr. and James S. Hudson, and each of them,
his or her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) and supplements to this registration statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, and hereby grants to
such attorneys-in-fact and agents, full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons on behalf of the
Registrant in the capacities and on the dates indicated.
Signature Capacity Date
- -------------------------------------- --------------------------------------------- ----------------
/s/ Frederick W. Smith Chairman of the Board and Director April 30, 2001
- --------------------------------
Frederick W. Smith
/s/ Daniel J. Sullivan President and Chief Executive Officer and April 30, 2001
- -------------------------------- Director (Principal Executive Officer)
Daniel J. Sullivan
/s/ Ronald R. Trombetta Senior Vice President - Finance and April 30, 2001
- -------------------------------- Administration, Chief Financial Officer and
Ronald R. Trombetta Treasurer (Principal Financial Officer)
/s/ Gretchen G. Smarto Vice President and Controller April 30, 2001
- -------------------------------- (Principal Accounting Officer)
Gretchen G. Smarto
II-8
Signature Capacity Date
- -------------------------------------- --------------------------------------------- ----------------
/s/ Robert B. Carter Director April 30, 2001
- --------------------------------
Robert B. Carter
/s/ T. Michael Glenn Director April 30, 2001
- --------------------------------
T. Michael Glenn
/s/ Alan B. Graf, Jr. Director April 30, 2001
- --------------------------------
Alan B. Graf, Jr.
/s/ Ivan T. Hofmann Director April 30, 2001
- --------------------------------
Ivan T. Hofmann
/s/ Rodger G. Marticke Director April 30, 2001
- --------------------------------
Rodger G. Marticke
/s/ Kenneth R. Masterson Director April 30, 2001
- --------------------------------
Kenneth R. Masterson
II-9
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of San Jose, State of
California, on April 30, 2001.
VIKING FREIGHT, INC.
By: /s/ Marshall W. Witt
-------------------------------------------
Marshall W. Witt
Vice President - Finance and Administration
and Chief Financial Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Kenneth R. Masterson, Alan B. Graf, Jr. and James S. Hudson, and each of them,
his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including
post-effective amendments) and supplements to this registration statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, and hereby grants to
such attorneys-in-fact and agents, full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully to
all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons on behalf of the
Registrant in the capacities and on the dates indicated.
Signature Capacity Date
- -------------------------------------- --------------------------------------------- ----------------
/s/ Frederick W. Smith Director April 30, 2001
- --------------------------------
Frederick W. Smith
/s/ Tilton G. Gore President and Chief Executive Officer April 30, 2001
- -------------------------------- and Director (Principal Executive Officer)
Tilton G. Gore
/s/ Marshall W. Witt Vice President - Finance and Administration April 30, 2001
- -------------------------------- and Chief Financial Officer (Principal
Marshall W. Witt Financial Officer and Principal Accounting
Officer)
/s/ Joseph C. McCarty Chairman of the Board and Director April 30, 2001
- --------------------------------
Joseph C. McCarty
/s/ Robert B. Carter Director April 30, 2001
- --------------------------------
Robert B. Carter
II-10
Signature Capacity Date
- -------------------------------------- --------------------------------------------- ----------------
/s/ Douglas G. Duncan Director April 30, 2001
- --------------------------------
Douglas G. Duncan
/s/ T. Michael Glenn Director April 30, 2001
- --------------------------------
T. Michael Glenn
/s/ Alan B. Graf, Jr. Director April 30, 2001
- --------------------------------
Alan B. Graf, Jr.
/s/ Kenneth R. Masterson Director April 30, 2001
- --------------------------------
Kenneth R. Masterson
II-11
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Akron, State of Ohio, on
April 30, 2001.
FEDEX CUSTOM CRITICAL, INC.
By: /s/ Brendan L. O'Sullivan
------------------------------------
Brendan L. O'Sullivan
Vice President - Finance,
Chief Financial Officer and Treasurer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Kenneth R. Masterson, Alan B. Graf, Jr. and James S. Hudson, and each of them,
his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including
post-effective amendments) and supplements to this registration statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, and hereby grants to
such attorneys-in-fact and agents, full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully to
all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons on behalf of the
Registrant in the capacities and on the dates indicated.
Signature Capacity Date
- --------------------------------------- -------------------------------------------- ----------------
/s/ R. Bruce Simpson President and Director April 30, 2001
- ----------------------------------- (Principal Executive Officer)
R. Bruce Simpson
/s/ Brendan L. O'Sullivan Vice President - Finance, Chief Financial April 30, 2001
- ----------------------------------- Officer and Treasurer
Brendan L. O'Sullivan (Principal Financial Officer and Principal
Accounting Officer)
/s/ Alan B. Graf, Jr. Chairman of the Board and Director April 30, 2001
- -----------------------------------
Alan B. Graf, Jr.
/s/ Robert B. Carter Director April 30, 2001
- -----------------------------------
Robert B. Carter
/s/ T. Michael Glenn Director April 30, 2001
- -----------------------------------
T. Michael Glenn
II-12
Signature Capacity Date
- --------------------------------------- -------------------------------------------- ----------------
/s/ Kenneth R. Masterson Director April 30, 2001
- -----------------------------------
Kenneth R. Masterson
/s/ John G. Pickard Director April 30, 2001
- -----------------------------------
John G. Pickard
II-13
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Mississauga, Ontario, Canada, on
April 30, 2001.
FEDERAL EXPRESS CANADA LTD.
By: /s/ Karl O. Stingily
------------------------------
Karl O. Stingily
Vice President - Finance
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Kenneth R. Masterson, Alan B. Graf, Jr. and James S. Hudson, and each of them,
his or her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) and supplements to this registration statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, and hereby grants to
such attorneys-in-fact and agents, full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons on behalf of the
Registrant in the capacities and on the dates indicated.
Signature Capacity Date
- ------------------------------------- -------------------------------------------- ----------------
/s/ James S. Hudson Authorized Representative in the April 30, 2001
- ----------------------------------- United States
James S. Hudson
/s/ Donald F. Colleran President (Principal Executive Officer) April 30, 2001
- -----------------------------------
Donald F. Colleran
/s/ Karl O. Stingily Vice President - Finance April 30, 2001
- ----------------------------------- (Principal Financial Officer and Principal
Karl O. Stingily Accounting Officer)
/s/ Donna Brazelton Director April 30, 2001
- -----------------------------------
Donna Brazelton
/s/ Clifford P. Johnson Director April 30, 2001
- -----------------------------------
Clifford P. Johnson
II-14
Signature Capacity Date
- ------------------------------------- -------------------------------------------- ----------------
/s/ Arthur Stanley Director April 30, 2001
- -----------------------------------
Arthur Stanley
/s/ Pina Starnino Director April 30, 2001
- -----------------------------------
Pina Starnino
II-15
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Tokyo, Japan, on April 30, 2001.
FEDERAL EXPRESS JAPAN K.K.
By: /s/ David J. Ross
---------------------------
David J. Ross
Representative Director
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Kenneth R. Masterson, Alan B. Graf, Jr. and James S. Hudson, and each of them,
his or her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) and supplements to this registration statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, and hereby grants to
such attorneys-in-fact and agents, full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons on behalf of the
Registrant in the capacities and on the dates indicated.
Signature Capacity Date
- --------------------- --------------------------------- --------------
/s/ James S. Hudson Authorized Representative in the April 30, 2001
- --------------------- United States
James S. Hudson
/s/ David J. Ross Chairman of the Board and April 30, 2001
- --------------------- Representative Director
David J. Ross
/s/ Harold W. West Representative Director April 30, 2001
- ---------------------
Harold W. West
/s/ Kenji Hagiwara Director April 30, 2001
- ---------------------
Kenji Hagiwara
/s/ Thomas L. Holland Director April 30, 2001
- ---------------------
Thomas L. Holland
II-16
Signature Capacity Date
- --------------------- --------------------------------- --------------
/s/ Hideo Mori Director April 30, 2001
- ---------------------
Hideo Mori
II-17
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Memphis, State of
Tennessee, on April 30, 2001.
FEDEX TRADE NETWORKS, INC.
By: /s/ Alan J. Meluskey
---------------------------------
Alan J. Meluskey
Vice President - Finance and
Administration and Chief Financial
Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Kenneth R. Masterson, Alan B. Graf, Jr. and James S. Hudson, and each of them,
his or her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) and supplements to this registration statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, and hereby grants to
such attorneys-in-fact and agents, full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons on behalf of the
Registrant in the capacities and on the dates indicated.
Signature Capacity Date
- -------------------------------------- --------------------------------------------- ----------------
/s/ Frederick W. Smith Director April 30, 2001
- ---------------------------------
Frederick W. Smith
/s/ G. Edmond Clark President, Chief Executive Officer April 30, 2001
- --------------------------------- and Director (Principal Executive Officer)
G. Edmond Clark
/s/ Alan J. Meluskey Vice President - Finance and Administration April 30, 2001
- --------------------------------- and Chief Financial Officer (Principal
Alan J. Meluskey Financial Officer and Principal Accounting
Officer)
/s/ Kenneth R. Masterson Chairman of the Board and Director April 30, 2001
- ---------------------------------
Kenneth R. Masterson
II-18
Signature Capacity Date
- -------------------------------------- --------------------------------------------- ----------------
/s/ Robert B. Carter Director April 30, 2001
- ---------------------------------
Robert B. Carter
/s/ T. Michael Glenn Director April 30, 2001
- ---------------------------------
T. Michael Glenn
/s/ Alan B. Graf, Jr. Director April 30, 2001
- ---------------------------------
Alan B. Graf, Jr.
/s/ Gerald P. Leary Director April 30, 2001
- ---------------------------------
Gerald P. Leary
II-19
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Buffalo, State of New
York, on April 30, 2001.
TOWER GROUP INTERNATIONAL, INC.
By: /s/ Donald P. Vogel
-------------------------------
Donald P. Vogel
Vice President
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Kenneth R. Masterson, Alan B. Graf, Jr. and James S. Hudson, and each of them,
his or her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) and supplements to this registration statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, and hereby grants to
such attorneys-in-fact and agents, full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons on behalf of the
Registrant in the capacities and on the dates indicated.
Signature Capacity Date
- ---------------------------------- --------------------------------------------- ----------------
/s/ G. Edmond Clark Chairman of the Board, Chief Executive April 30, 2001
- ------------------------------- Officer and Director (Principal Executive
G. Edmond Clark Officer)
/s/ Donald P. Vogel Vice President (Principal Financial Officer April 30, 2001
- ------------------------------- and Principal Accounting Officer)
Donald P. Vogel
/s/ Gerald P. Leary Director April 30, 2001
- -------------------------------
Gerald P. Leary
II-20
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Mississauga, Ontario, Canada, on
April 30, 2001.
TOWER GROUP INTERNATIONAL CANADA INC.
By: /s/ G. Edmond Clark
-------------------------------------
G. Edmond Clark
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Kenneth R. Masterson, Alan B. Graf, Jr. and James S. Hudson, and each of them,
his or her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) and supplements to this registration statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, and hereby grants to
such attorneys-in-fact and agents, full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons on behalf of the
Registrant in the capacities and on the dates indicated.
Signature Capacity Date
- ----------------------------------- ---------------------------------------------- ----------------
/s/ James S. Hudson Authorized Representative in the United April 30, 2001
- -------------------------------- States
James S. Hudson
/s/ G. Edmond Clark Chief Executive Officer (Principal Executive April 30, 2001
- -------------------------------- Officer, Principal Financial Officer and
G. Edmond Clark Principal Accounting Officer)
/s/ Frank van de Geyn Director April 30, 2001
- --------------------------------
Frank van de Geyn
/s/ Gerald P. Leary Director April 30, 2001
- --------------------------------
Gerald P. Leary
/s/ Terry Owen Director April 30, 2001
- --------------------------------
Terry Owen
II-21
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Greensboro, State of
North Carolina, on April 30, 2001.
CARIBBEAN TRANSPORTATION SERVICES, INC.
By: /s/ Lynn H. Turman
------------------------------------
Lynn H. Turman
Vice President, Controller and
Assistant Treasurer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Kenneth R. Masterson, Alan B. Graf, Jr. and James S. Hudson, and each of them,
his or her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) and supplements to this registration statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, and hereby grants to
such attorneys-in-fact and agents, full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons on behalf of the
Registrant in the capacities and on the dates indicated.
Signature Capacity Date
- ------------------------------------ -------------------------------------------- ----------------
/s/ Richard A. Faieta President, Chief Executive Officer and April 30, 2001
- -------------------------------- Director (Principal Executive Officer)
Richard A. Faieta
/s/ Lynn H. Turman Vice President, Controller and Assistant April 30, 2001
- -------------------------------- Treasurer (Principal Financial Officer and
Lynn H. Turman Principal Accounting Officer)
/s/ Joseph C. McCarty Chairman of the Board and Director April 30, 2001
- --------------------------------
Joseph C. McCarty
II-22
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of San Francisco, State of
California, on April 30, 2001.
WORLD TARIFF, LIMITED
By: /s/ Alan J. Meluskey
----------------------------------------
Alan J. Meluskey
Vice President, Chief Financial Officer
and Treasurer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Kenneth R. Masterson, Alan B. Graf, Jr. and James S. Hudson, and each of them,
his or her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) and supplements to this registration statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, and hereby grants to
such attorneys-in-fact and agents, full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons on behalf of the
Registrant in the capacities and on the dates indicated.
Signature Capacity Date
- ----------------------------------- ---------------------------------------------- ----------------
/s/ Scott D. Morse President, Publisher and Director (Principal April 30, 2001
- --------------------------------- Executive Officer)
Scott D. Morse
/s/ Alan J. Meluskey Vice President, Chief Financial Officer, April 30, 2001
- --------------------------------- Treasurer and Director (Principal Financial
Alan J. Meluskey Officer and Principal Accounting Officer)
/s/ G. Edmond Clark Chairman of the Board and Director April 30, 2001
- ---------------------------------
G. Edmond Clark
II-23
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Mississauga, Ontario, Canada, on
April 30, 2001.
FEDEX GROUND PACKAGE SYSTEM, LTD.
By: /s/ Ronald R. Trombetta
---------------------------------
Ronald R. Trombetta
Vice President and Treasurer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Kenneth R. Masterson, Alan B. Graf, Jr. and James S. Hudson, and each of them,
his or her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) and supplements to this registration statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, and hereby grants to
such attorneys-in-fact and agents, full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons on behalf of the
Registrant in the capacities and on the dates indicated.
Signature Capacity Date
- ------------------------------------- -------------------------------------------- ----------------
/s/ Sidney M. Ballinger President (Principal Executive Officer) April 30, 2001
- -----------------------------------
Sidney M. Ballinger
/s/ Ronald R. Trombetta Vice President and Treasurer (Principal April 30, 2001
- ----------------------------------- Financial Officer and Principal Accounting
Ronald R. Trombetta Officer)
/s/ Ivan T. Hofmann Director April 30, 2001
- -----------------------------------
Ivan T. Hofmann
/s/ Rodger G. Marticke Director April 30, 2001
- -----------------------------------
Rodger G. Marticke
/s/ Steven H. Taylor Director April 30, 2001
- -----------------------------------
Steven H. Taylor
II-24
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Memphis, State of
Tennessee, on April 30, 2001.
FEDEX CORPORATE SERVICES, INC.
By: /s/ Robert A. Green
------------------------------
Robert A. Green
Vice President - Finance
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Kenneth R. Masterson, Alan B. Graf, Jr. and James S. Hudson, and each of them,
his or her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) and supplements to this registration statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, and hereby grants to
such attorneys-in-fact and agents, full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons on behalf of the
Registrant in the capacities and on the dates indicated.
Signature Capacity Date
- -------------------------------------- -------------------------------------------- ----------------
/s/ Frederick W. Smith Director April 30, 2001
- --------------------------------
Frederick W. Smith
/s/ T. Michael Glenn Chairman of the Board, President, Chief April 30, 2001
- -------------------------------- Executive Officer and Director (Principal
T. Michael Glenn Executive Officer)
/s/ Robert A. Green Vice President - Finance (Principal April 30, 2001
- -------------------------------- Financial Officer and Principal Accounting
Robert A. Green Officer)
/s/ David J. Bronczek Director April 30, 2001
- --------------------------------
David J. Bronczek
/s/ Robert B. Carter Director April 30, 2001
- --------------------------------
Robert B. Carter
II-25
Signature Capacity Date
- -------------------------------------- -------------------------------------------- ----------------
/s/ Alan B. Graf, Jr. Director April 30, 2001
- --------------------------------
Alan B. Graf, Jr.
/s/ Kenneth R. Masterson Director April 30, 2001
- --------------------------------
Kenneth R. Masterson
/s/ Joseph C. McCarty Director April 30, 2001
- --------------------------------
Joseph C. McCarty
/s/ Daniel J. Sullivan Director April 30, 2001
- --------------------------------
Daniel J. Sullivan
/s/ Douglas G. Duncan Director April 30, 2001
- --------------------------------
Douglas G. Duncan
II-26
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Hudson, State of Ohio,
on April 30, 2001.
FEDEX SUPPLY CHAIN SERVICES, INC.
By: /s/ Lori A. Lutey
-------------------------------------
Lori A. Lutey
Vice President - Finance and
Administration
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Kenneth R. Masterson, Alan B. Graf, Jr. and James S. Hudson, and each of them,
his or her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) and supplements to this registration statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, and hereby grants to
such attorneys-in-fact and agents, full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons on behalf of the
Registrant in the capacities and on the dates indicated.
Signature Capacity Date
- ----------------------------------- --------------------------------------------- ----------------
/s/ Douglas E. Witt President and Chief Executive Officer April 30, 2001
- ------------------------------ (Principal Executive Officer)
Douglas E. Witt
/s/ Lori A. Lutey Vice President - Finance and Administration April 30, 2001
- ------------------------------ (Principal Financial Officer and Principal
Lori A. Lutey Accounting Officer)
/s/ Joseph C. McCarty Director April 30, 2001
- ------------------------------
Joseph C. McCarty
II-27
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Memphis, State of
Tennessee, on April 30, 2001.
FEDEX FREIGHT SYSTEM, INC.
By:/s/ Donald C. Brown
------------------------------------
Donald C. Brown
Senior Vice President and Chief
Financial Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Kenneth R. Masterson, Alan B. Graf, Jr. and James S. Hudson, and each of them,
his or her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) and supplements to this registration statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, and hereby grants to
such attorneys-in-fact and agents, full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons on behalf of the
Registrant in the capacities and on the dates indicated.
Signature Capacity Date
- -------------------------------------- ------------------------------------------- ----------------
/s/ Frederick W. Smith Director April 30, 2001
- -------------------------------
Frederick W. Smith
/s/ Douglas G. Duncan President, Chief Executive Officer and April 30, 2001
- ------------------------------- Director (Principal Executive Officer)
Douglas G. Duncan
/s/ Donald C. Brown Senior Vice President and Chief Financial April 30, 2001
- ------------------------------- Officer (Principal Financial Officer and
Donald C. Brown Principal Accounting Officer)
/s/ Robert B. Carter Director April 30, 2001
- -------------------------------
Robert B. Carter
/s/ T. Michael Glenn Director April 30, 2001
- -------------------------------
T. Michael Glenn
II-28
Signature Capacity Date
- -------------------------------------- ------------------------------------------- ----------------
/s/ Alan B. Graf, Jr. Director April 30, 2001
- -------------------------------
Alan B. Graf, Jr.
/s/ Kenneth R. Masterson Director April 30, 2001
- -------------------------------
Kenneth R. Masterson
/s/ Thomas R. Garrison Director April 30, 2001
- -------------------------------
Thomas R. Garrison
/s/ Tilton G. Gore Director April 30, 2001
- -------------------------------
Tilton G. Gore
II-29
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Harrison, State of
Arkansas, on April 30, 2001.
AMERICAN FREIGHTWAYS, INC.
By: /s/ Frank Conner
----------------------------------------
Frank Conner
Executive Vice President - Accounting &
Finance and Chief Financial Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Kenneth R. Masterson, Alan B. Graf, Jr. and James S. Hudson, and each of them,
his or her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) and supplements to this registration statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, and hereby grants to
such attorneys-in-fact and agents, full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons on behalf of the
Registrant in the capacities and on the dates indicated.
Signature Capacity Date
- ------------------------------------ -------------------------------------------- ----------------
/s/ Tom Garrison President and Chief Executive Officer April 30, 2001
- ------------------------------- (Principal Executive Officer)
Tom Garrison
/s/ Frank Conner Executive Vice President - Accounting & April 30, 2001
- ------------------------------- Finance and Chief Financial Officer
Frank Conner (Principal Financial Officer and Principal
Accounting Officer)
/s/ Donald C. Brown Director April 30, 2001
- -------------------------------
Donald C. Brown
/s/ Douglas G. Duncan Director April 30, 2001
- -------------------------------
Douglas G. Duncan
II-30
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Memphis, State of
Tennessee, on April 30, 2001.
FEDERAL EXPRESS AVIATION SERVICES,
INCORPORATED
By: /s/ James R. Parker
------------------------------------
James R. Parker
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Kenneth R. Masterson, Alan B. Graf, Jr. and James S. Hudson, and each of them,
his or her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) and supplements to this registration statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, and hereby grants to
such attorneys-in-fact and agents, full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed below by the following persons on
behalf of the Registrant in the capacities and on the dates indicated.
Signature Capacity Date
- -------------------------------------- ------------------------------------------- ----------------
/s/ Frederick W. Smith Chairman of the Board and Director April 30, 2001
- ----------------------------------
Frederick W. Smith
/s/ James R. Parker President, Chief Executive Officer and April 30, 2001
- ---------------------------------- Director (Principal Executive Officer,
James R. Parker Principal Financial Officer and Principal
Accounting Officer)
/s/ Kenneth R. Masterson Director April 30, 2001
- ----------------------------------
Kenneth R. Masterson
II-31
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Alexandria, Sydney, Australia, on
April 30, 2001.
FEDERAL EXPRESS (AUSTRALIA) PTY LTD.
By: /s/ Andrew J. da Roza
---------------------------------
Andrew J. da Roza
Director
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Kenneth R. Masterson, Alan B. Graf, Jr. and James S. Hudson, and each of them,
his or her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) and supplements to this registration statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, and hereby grants to
such attorneys-in-fact and agents, full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons on behalf of the
Registrant in the capacities and on the dates indicated.
Signature Capacity Date
- -------------------------------------- ----------------------------------------- ----------------
/s/ James S. Hudson Authorized Representative in the United April 30, 2001
- ---------------------------- States
James S. Hudson
/s/ Andrew J. da Roza Director April 30, 2001
- ----------------------------
Andrew J. da Roza
/s/ Kim Anthony Garner Director April 30, 2001
- ----------------------------
Kim Anthony Garner
/s/ Donald Lee Hardy Director April 30, 2001
- ----------------------------
Donald Lee Hardy
/s/ Peter Pi-Tak Yin Director April 30, 2001
- ----------------------------
Peter Pi-Tak Yin
II-32
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Gennevilliers, France, on April 30,
2001.
FEDERAL EXPRESS INTERNATIONAL (FRANCE)
SNC
By: /s/ Alain Chaille
-----------------------------------
Alain Chaille
Director
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Kenneth R. Masterson, Alan B. Graf, Jr. and James S. Hudson, and each of them,
his or her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) and supplements to this registration statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, and hereby grants to
such attorneys-in-fact and agents, full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons on behalf of the
Registrant in the capacities and on the dates indicated.
Signature Capacity Date
- ------------------- --------------------------------------- --------------
/s/ James S. Hudson Authorized Representative in the United April 30, 2001
- ---------------------------- States
James S. Hudson
/s/ Alain Chaille Director April 30, 2001
- ----------------------------
Alain Chaille
II-33
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Singapore, on April 30, 2001.
FEDERAL EXPRESS (SINGAPORE) PTE. LTD.
By: /s/ Andrew J. da Roza
-------------------------------------
Andrew J. da Roza
Director
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Kenneth R. Masterson, Alan B. Graf, Jr. and James S. Hudson, and each of them,
his or her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) and supplements to this registration statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, and hereby grants to
such attorneys-in-fact and agents, full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons on behalf of the
Registrant in the capacities and on the dates indicated.
Signature Capacity Date
- -------------------------------------- ----------------------------------------- ----------------
/s/ James S. Hudson Authorized Representative in the United April 30, 2001
- ---------------------------- States
James S. Hudson
/s/ Peter Pi-Tak Yin Director April 30, 2001
- ----------------------------
Peter Pi-Tak Yin
/s/ Andrew J. da Roza Director April 30, 2001
- ----------------------------
Andrew J. da Roza
/s/ Rhicke S. Jennings Director April 30, 2001
- ----------------------------
Rhicke S. Jennings
II-34
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Memphis, State of
Tennessee, on April 30, 2001.
FEDERAL EXPRESS EUROPE, INC.
By: /s/ Kenneth F. Koval
------------------------------------------
Kenneth F. Koval
Vice President and Chief Financial Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Kenneth R. Masterson, Alan B. Graf, Jr. and James S. Hudson, and each of them,
his or her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) and supplements to this registration statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, and hereby grants to
such attorneys-in-fact and agents, full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons on behalf of the
Registrant in the capacities and on the dates indicated.
Signature Capacity Date
- ---------------------------------------- --------------------------------------------- ----------------
/s/ Robert W. Elliott Chairman, Chief Executive Officer, April 30, 2001
- ---------------------------- President and Director (Principal Executive
Robert W. Elliott Officer)
/s/ Kenneth F. Koval Vice President, Chief Financial Officer and April 30, 2001
- ---------------------------- Director (Principal Financial Officer and
Kenneth F. Koval Principal Accounting Officer)
/s/ Mark R. Allen Director April 30, 2001
- ----------------------------
Mark R. Allen
/s/ Peter Grimm Director April 30, 2001
- ----------------------------
Peter Grimm
/s/ Thomas W. O'Hearn Director April 30, 2001
- ----------------------------
Thomas W. O'Hearn
II-35
Signature Capacity Date
- ---------------------------------------- --------------------------------------------- ----------------
/s/ Christine P. Richards Director April 30, 2001
- ----------------------------
Christine P. Richards
/s/ Antje Schuett-Fahrenkrog Director April 30, 2001
- ----------------------------
Antje Schuett-Fahrenkrog
II-36
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Melsbroek, Belgium, on April 30,
2001.
FEDERAL EXPRESS EUROPE, INC. & CO.,
V.O.F./S.N.C.
By: /s/ Kenneth F. Koval
----------------------------------------
Kenneth F. Koval
Vice President and Chief Financial
Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Kenneth R. Masterson, Alan B. Graf, Jr. and James S. Hudson, and each of them,
his or her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) and supplements to this registration statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, and hereby grants to
such attorneys-in-fact and agents, full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons on behalf of the
Registrant in the capacities and on the dates indicated.
Signature Capacity Date
- --------------------- --------------------------------- --------------
/s/ James S. Hudson Authorized Representative in the April 30, 2001
- ---------------------------- United States
James S. Hudson
/s/ Robert W. Elliott Director April 30, 2001
- ----------------------------
Robert W. Elliott
/s/ Paul A. Evans Director April 30, 2001
- ----------------------------
Paul A. Evans
/s/ Richard F. Gerber Director April 30, 2001
- ----------------------------
Richard F. Gerber
/s/ Kenneth F. Koval Director April 30, 2001
- ----------------------------
Kenneth F. Koval
II-37
Signature Capacity Date
- --------------------- --------------------------------- --------------
/s/ David W. Slipper Director April 30, 2001
- --------------------------
David W. Slipper
II-38
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Mexico City D.F., Mexico, on April
30, 2001.
FEDERAL EXPRESS HOLDINGS (MEXICO) y
COMPANIA S.N.C. de C.V.
By: /s/ Juan N. Cento
---------------------------------
Juan N. Cento
Director
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Kenneth R. Masterson, Alan B. Graf, Jr. and James S. Hudson, and each of them,
his or her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) and supplements to this registration statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, and hereby grants to
such attorneys-in-fact and agents, full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons on behalf of the
Registrant in the capacities and on the dates indicated.
Signature Capacity Date
- -------------------- ---------------------------------- ---------------
/s/ James S. Hudson Authorized Representative in the April 30, 2001
- ---------------------------- United States
James S. Hudson
/s/ Juan N. Cento Director April 30, 2001
- ----------------------------
Juan N. Cento
II-39
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Memphis, State of
Tennessee, on April 30, 2001.
FEDERAL EXPRESS HOLDINGS S.A.
By: /s/ Juan N. Cento
-----------------------------
Juan N. Cento
President
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Kenneth R. Masterson, Alan B. Graf, Jr. and James S. Hudson, and each of them,
his or her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) and supplements to this registration statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, and hereby grants to
such attorneys-in-fact and agents, full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons on behalf of the
Registrant in the capacities and on the dates indicated.
Signature Capacity Date
- ------------------------------------- ------------------------------------------- ----------------
/s/ Juan N. Cento President (Principal Executive Officer, April 30, 2001
- ---------------------------- Principal Financial Officer and Principal
Juan N. Cento Accounting Officer)
/s/ Julio Colomba Director April 30, 2001
- ----------------------------
Julio Colomba
/s/ Andrew M. Paalborg Director April 30, 2001
- ----------------------------
Andrew M. Paalborg
/s/ David F. Rebholz Director April 30, 2001
- ----------------------------
David F. Rebholz
II-40
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Memphis, State of
Tennessee, on April 30, 2001.
FEDERAL EXPRESS INTERNATIONAL, INC.
By: /s/ David J. Bronczek
-----------------------------------------
David J. Bronczek
Chairman of the Board and Chief
Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Kenneth R. Masterson, Alan B. Graf, Jr. and James S. Hudson, and each of them,
his or her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) and supplements to this registration statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, and hereby grants to
such attorneys-in-fact and agents, full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons on behalf of the
Registrant in the capacities and on the dates indicated.
Signature Capacity Date
- ------------------------------------- ------------------------------------------- ----------------
/s/ David J. Bronczek Chairman of the Board, Chief Executive April 30, 2001
- ---------------------------- Officer and Director (Principal Executive
David J. Bronczek Officer, Principal Financial Officer and
Principal Accounting Officer)
/s/ Mark R. Allen Director April 30, 2001
- ----------------------------
Mark R. Allen
/s/ Eddy Ka Leung Chan Director April 30, 2001
- ----------------------------
Eddy Ka Leung Chan
/s/ Karen M. Clayborne Director April 30, 2001
- ----------------------------
Karen M. Clayborne
/s/ Andrew J. da Roza Director April 30, 2001
- ----------------------------
Andrew J. da Roza
II-41
Signature Capacity Date
- ------------------------------------- ------------------------------------------- ----------------
/s/ Michael L. Ducker Director April 30, 2001
- ----------------------------
Michael L. Ducker
/s/ Michael T. Mitchell Director April 30, 2001
- ----------------------------
Michael T. Mitchell
/s/ Peter Pi-Tak Yin Director April 30, 2001
- ----------------------------
Peter Pi-Tak Yin
II-42
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Memphis, State of
Tennessee, on April 30, 2001.
FEDERAL EXPRESS PACIFIC, INC.
By: /s/ Michael L. Ducker
------------------------------------
Michael L. Ducker
Chairman of the Board and Chief
Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Kenneth R. Masterson, Alan B. Graf, Jr. and James S. Hudson, and each of them,
his or her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) and supplements to this registration statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, and hereby grants to
such attorneys-in-fact and agents, full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons on behalf of the
Registrant in the capacities and on the dates indicated.
Signature Capacity Date
- ---------------------------------------- -------------------------------------------- ----------------
/s/ Michael L. Ducker Chairman of the Board and Chief Executive April 30, 2001
- ---------------------------- Officer (Principal Executive Officer)
Michael L. Ducker
/s/ Michael T. Mitchell Vice President and Director (Principal April 30, 2001
- ---------------------------- Financial Officer and Principal Accounting
Michael T. Mitchell Officer)
/s/ Eddy Ka Leung Chan Director April 30, 2001
- ----------------------------
Eddy Ka Leung Chan
/s/ David L. Cunningham, Jr. Director April 30, 2001
- ----------------------------
David L. Cunningham, Jr.
/s/ Andrew J. da Roza Director April 30, 2001
- ----------------------------
Andrew J. da Roza
II-43
Signature Capacity Date
- ---------------------------------------- -------------------------------------------- ----------------
/s/ David J. Ross Director April 30, 2001
- ----------------------------
David J. Ross
/s/ Peter Pi-Tak Yin Director April 30, 2001
- ----------------------------
Peter Pi-Tak Yin
II-44
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Saint Thomas, United States Virgin
Islands, on April 30, 2001.
FEDERAL EXPRESS VIRGIN ISLANDS, INC.
By: /s/ Julio Colomba
------------------------------------
Julio Colomba
President
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Kenneth R. Masterson, Alan B. Graf, Jr. and James S. Hudson, and each of them,
his or her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) and supplements to this registration statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, and hereby grants to
such attorneys-in-fact and agents, full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons on behalf of the
Registrant in the capacities and on the dates indicated.
Signature Capacity Date
- ---------------------------------- --------------------------------------------- ----------------
/s/ Julio Colomba President and Director (Principal Executive April 30, 2001
- ---------------------------- Officer, Principal Financial Officer and
Julio Colomba Principal Accounting Officer)
/s/ Roberto Morales Director April 30, 2001
- ----------------------------
Roberto Morales
/s/ Michael L. Moss Director April 30, 2001
- ----------------------------
Michael L. Moss
/s/ Cletus William Director April 30, 2001
- ----------------------------
Cletus William
II-45
EXHIBIT INDEX
Exhibit
Number Description
------- -----------
1.1 Purchase Agreement dated February 6, 2001 among FedEx Corporation,
the Guarantors named therein and Merrill Lynch, Pierce, Fenner &
Smith Incorporated, Banc of America Securities LLC, Chase
Securities, Inc., Commerzbank Capital Markets Corp. and Credit
Suisse First Boston Corporation, as initial purchasers.
4.1 Indenture, dated as of February 12, 2001, among FedEx
Corporation, as Issuer, the Guarantors named therein, and The
Bank of New York, as Trustee.
4.2 Form of New Note (included in Exhibit 4.1).
4.3 Supplemental Indenture No. 1, dated as of February 20, 2001, among
FedEx Corporation, as Issuer, the Guarantors named therein, the
Additional Guarantors named therein and The Bank of New York, as
Trustee.
4.4 Supplemental Indenture No. 2, dated as of April 27, 2001 among
FedEx Corporation, as Issuer, the Guarantors named therein, the
Additional Guarantors named therein and The Bank of New York, as
Trustee.
4.5 Registration Rights Agreement, dated as of February 12, 2001, among
FedEx Corporation, the Guarantors named therein, and Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Banc of America Securities
LLC, Chase Securities Inc., Commerzbank Capital Markets Corp., and
Credit Suisse First Boston Corporation, as initial purchasers.
5.1 Opinion of Davis Polk & Wardwell regarding the validity of the New
Notes.
8.1 Opinion of Davis Polk & Wardwell regarding tax matters (included in
Exhibit 5.1).
15.1 Letter of Arthur Andersen LLP regarding unaudited interim
financial information of FedEx Corporation and Federal Express
Corporation.
21.1 Subsidiaries of FedEx Corporation.
23.1 Consent of Arthur Andersen LLP with respect to FedEx
Corporation's and Federal Express Corporation's financial
statements.
23.2 Consent of Ernst & Young LLP with respect to American Freightways
Corporation's financial statements.
23.3 Consent of Davis Polk & Wardwell (included in Exhibit 5.1).
24.1 Powers of Attorney (set forth on the signature pages to this
Registration Statement).
25.1 Statement of Eligibility under the Trust Indenture Act of 1939 on
Form T-1 of The Bank of New York, as Trustee.
99.1 Form of Letter of Transmittal.
99.2 Form of Notice of Guaranteed Delivery.
99.3 Form of Exchange Agent Agreement.
E-1