EXHIBIT (a)(5)
Offer to Purchase for Cash up to
50.1% of the Outstanding Shares of Common Stock
and Associated Rights of
American Freightways Corporation
at
$28.13 Net Per Share
by
FDX, Inc.
a wholly-owned subsidiary of
FedEx Corporation
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To Our Clients:
Enclosed for your consideration are the Offer to Purchase dated November
20, 2000 and the related Letter of Transmittal (which together constitute the
"Offer") in connection with the offer by FDX, Inc. (the "Purchaser"), a
Delaware corporation and a wholly-owned subsidiary of FedEx Corporation, to
purchase for cash up to 50.1% of the outstanding shares of Common Stock, par
value $.01 per share, and associated rights (the "Shares"), of American
Freightways Corporation, an Arkansas corporation (the "Company"). We are the
holder of record of Shares held for your account. A tender of such Shares can
be made only by us as the holder of record and pursuant to your instructions.
The Letter of Transmittal is furnished to you for your information only and
cannot be used by you to tender Shares held by us for your account.
We request instructions as to whether you wish us to tender any or all of
the Shares held by us for your account, upon the terms and subject to the
conditions set forth in the Offer to Purchase and the Letter of Transmittal.
Your attention is invited to the following:
1. The tender price is $28.13 per Share, net to you in cash.
2. The Offer, proration period and withdrawal rights expire at 12:00
Midnight, New York City time, on Thursday, December 21, 2000, unless the
Offer is extended.
3. The Offer is conditioned upon, among other things, there being
validly tendered by the Expiration Date (as defined in the Offer) and not
withdrawn a number of Shares which represents at least 50.1% of the
outstanding Shares.
4. Any stock transfer taxes applicable to the sale of Shares to the
Purchaser pursuant to the Offer will be paid by the Purchaser, except as
otherwise provided in Instruction 6 of the Letter of Transmittal.
If you wish to have us tender any or all of your Shares, please so instruct
us by completing, executing, detaching and returning to us the instruction
form on the detachable part hereof. An envelope to return your instructions to
us is enclosed. If you authorize tender of your Shares, all such Shares will
be tendered unless otherwise specified on the detachable part hereof. Your
instructions should be forwarded to us in ample time to permit us to submit a
tender on your behalf by the expiration of the Offer.
The Offer is not being made to, nor will tenders be accepted from or on
behalf of, holders of Shares in any jurisdiction in which the making of the
Offer or acceptance thereof would not be in compliance with the laws of such
jurisdiction.
Payment for Shares purchased pursuant to the Offer will in all cases be
made only after timely receipt by EquiServe Trust Company, N.A. (the
"Depositary") of (a) certificates representing the Shares tendered or timely
confirmation of the book-entry transfer of such Shares into the account
maintained by the Depositary at The Depository Trust Company (the "Book-Entry
Transfer Facility"), pursuant to the procedures set forth in Section 4 of the
Offer to Purchase, (b) the Letter of Transmittal, properly completed and duly
executed, with any required signature guarantees or an Agent's Message (as
defined in the Offer to Purchase), in connection with a book-entry delivery,
and (c) any other documents required by the Letter of Transmittal.
Accordingly, payment may not be made to all tendering shareholders at the same
time depending upon when certificates for or confirmations of book-entry
transfer of such Shares into the Depositary's account at the Book-Entry
Transfer Facility are actually received by the Depositary.
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Instructions with Respect to
Offer to Purchase for Cash
Up to 50.1% of the Outstanding Shares of Common Stock
and associated rights
of
American Freightways Corporation
The undersigned acknowledge(s) receipt of your letter and the enclosed
Offer to Purchase dated November 20, 2000, and the related Letter of
Transmittal, in connection with the offer by FDX, Inc. to purchase up to 50.1%
of the outstanding shares of Common Stock, $.01 par value per share, and
associated rights (the "Shares"), of American Freightways Corporation.
This will instruct you to tender the number of Shares indicated below held
by you for the account of the undersigned, upon the terms and subject to the
conditions set forth in the Offer to Purchase and the related Letter of
Transmittal.
Number of Shares to be Tendered: SIGN HERE
_____________________________ Shares* -------------------------------------
Signature(s)
Dated _______________________, 20
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Please print name(s) and addresses
here
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* Unless otherwise indicated, it will be assumed that all Shares held by us
for your account are to be tendered.
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