-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LEM70rLz46caAaKELY/HZzNaNuGDuuMfSJvuLv6yNzFd3XmKHP0E0QDBLlqMTvJo KFMKFWYp06Wp10WkqUkyAQ== 0000893750-03-000619.txt : 20031120 0000893750-03-000619.hdr.sgml : 20031120 20031120162438 ACCESSION NUMBER: 0000893750-03-000619 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20031120 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AIRBORNE INC /DE/ CENTRAL INDEX KEY: 0000003000 STANDARD INDUSTRIAL CLASSIFICATION: AIR COURIER SERVICES [4513] IRS NUMBER: 912065027 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-12227 FILM NUMBER: 031015778 BUSINESS ADDRESS: STREET 1: P O BOX 662 CITY: SEATTLE STATE: WA ZIP: 98111 BUSINESS PHONE: 2062854600 MAIL ADDRESS: STREET 1: P O BOX 662 CITY: SEATTLE STATE: WA ZIP: 98111 FORMER COMPANY: FORMER CONFORMED NAME: AIRBORNE FREIGHT CORP /DE/ DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AIRBORNE INC /DE/ CENTRAL INDEX KEY: 0000003000 STANDARD INDUSTRIAL CLASSIFICATION: AIR COURIER SERVICES [4513] IRS NUMBER: 912065027 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: P O BOX 662 CITY: SEATTLE STATE: WA ZIP: 98111 BUSINESS PHONE: 2062854600 MAIL ADDRESS: STREET 1: P O BOX 662 CITY: SEATTLE STATE: WA ZIP: 98111 FORMER COMPANY: FORMER CONFORMED NAME: AIRBORNE FREIGHT CORP /DE/ DATE OF NAME CHANGE: 19920703 SC TO-I/A 1 skedto.txt AMENDMENT NO. 2 =============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------- SCHEDULE TO Amendment No. 2 Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 ------------------- AIRBORNE, INC. (Name of Subject Company (issuer)) ------------------- AIRBORNE, INC. (issuer) DHL WORLDWIDE EXPRESS B.V. (affiliate of issuer) DEUTSCHE POST AG (affiliate of issuer) (Names of Filing Persons) 5.75% CONVERTIBLE SENIOR NOTES DUE 2007 (Title of Class of Securities) 009269AA9 and 009269AB7 (CUSIP Numbers of Class of Securities) ------------------- AIRBORNE, INC. P.O. Box 662 Seattle, Washington 98112-0662 206-830-1592 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) ------------------- Copy to: D. Rhett Brandon, Esq. Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017 (212) 455-3615 CALCULATION OF FILING FEE ========================================================= Transaction Valuation* Amount of Filing Fee $163,173,958 $13,200 ========================================================= * The transaction value shown reflects the cost of purchasing $150,000,000 principal amount of Notes at the purchase price ($1,080 per $1,000 of the principal amount of the notes, plus accrued and unpaid interest up to but excluding November 20, 2003 (the expected date of acceptance for purchase and of payment)). [X] Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $13,199 Filing Party: Airborne, Inc. File Nos: 005-08996 and 005-012227 Dates Filed: October 15, 2003 and November 5, 2003 [ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [ ] third-party tender offer subject to Rule 14d-1. [X] issuer tender offer subject to Rule 13e-4. [ ] going-private transaction subject to Rule 13e-3. [ ] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ] =============================================================================== This Amendment No. 2 (this "Amendment") amends and supplements the Tender Offer Statement filed on October 15, 2003 under cover of Schedule TO, as amended and restated by Amendment No. 1 filed on November 5, 2003 under cover of Schedule TO ("Schedule TO-I/A"), relating to the Tender Offer (as defined therein) and the Change in Control Offer (as defined in the Statement (as defined below)) made, by Airborne, Inc., a Delaware corporation ("Airborne"), for any and all of its outstanding 5.75% Convertible Senior Notes due 2007 (the "Notes"), all subject to the terms and conditions of the Offer to Purchase, Consent Solicitation Statement and Change in Control Notice (as it may be amended or supplemented from time to time, the "Statement"), filed as Exhibit (a)(1) with the Schedule TO-I/A. Except as provided herein, this Amendment does not alter the terms and conditions previously set forth in the Schedule TO-I/A, and should be read in conjunction with the Schedule TO-I/A, including all Exhibits filed therewith. Item 1. Summary Term Sheet. (a) The information set forth in Exhibit (a)(8) attached hereto is incorporated herein by reference. Item 4. Terms of the Transaction. (a) The information set forth in Exhibit (a)(8) attached hereto is incorporated herein by reference. Item 12. Exhibits. Exhibit No. Description - ----------- ----------- Exhibit (a)(8) Press release issued by Airborne on November 19, 2003, extending the expiration of its Offer to Purchase, Consent Solicitation and Change of Control Notice, dated October 15, 2003, as amended November 5, 2003. SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: November 20, 2003 Airborne, Inc. By: /s/ John Fellows ------------------------------------- Name: John Fellows Title: President and Chief Executive Officer DHL Worldwide Express B.V. By: /s/ Geoff Cruikshanks ------------------------------------- Name: Geoff Cruikshanks Title: Authorized Signatory Deutsche Post AG By: /s/ Dr. Bernd Boecken ------------------------------------- Name: Dr. Bernd Boecken Title: Head of Corporate Finance EXHIBIT INDEX Exhibit No. Description - ----------- ----------- Exhibit (a)(8) Press release issued by Airborne on November 19, 2003, extending the expiration of its Offer to Purchase, Consent Solicitation and Change of Control Notice, dated October 15, 2003, as amended November 5, 2003. EX-8 3 pressrelease.txt PRESS RELEASE Exhibit (a)(8) Contact Investors: Jenny Lie, Deutsche Bank Securities, Inc.; Tel: 212-250-7445 Media: Kim Levy or Jim Barron, Citigate Sard Verbinnen; Tel: 212-687-8080 Airborne Extends the Expiration Date for the Tender Offer for all of its $150 Million 5.75% Convertible Senior Notes due 2007 Seattle, Washington, November 19, 2003 - Airborne, Inc. ("Airborne"), an indirect wholly owned subsidiary of DHL Worldwide Express B. V. ("DHL"), today announced that it has extended the expiration date for both its offer to purchase (the "Tender Offer") all of its $150 million 5.75% Convertible Senior Notes due 2007 (the "Notes") and the unrelated change in control offer (the "Change in Control Offer") for the Notes. Both the Tender Offer and the Change in Control Offer will now expire at 5:00 p.m., New York City time, on Thursday, November 20, 2003. Each of the offers was previously scheduled to expire at 11:59 p.m., New York City time, on Wednesday, November 19, 2003. As of 5:00 p.m. on Wednesday, November 19, 2003, approximately $32,852,000 in aggregate principal amount of Notes, or approximately 21.90% of all outstanding Notes, had been tendered into the Tender Offer. No Notes have been tendered into the Change in Control Offer. * * * * * This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. The offers relating to the Notes are made only in the Offer to Purchase, Consent Solicitation Statement and Change in Control Notice, dated October 15, 2003, as amended November 5, 2003. Deutsche Bank Securities Inc. is acting as dealer manager and solicitation agent for the Tender Offer. D.F. King & Co., Inc. is the information agent for the Tender Offer and Deutsche Bank Trust Company Americas is the depositary in connection with all of the offers. Questions concerning the terms of the offers may be directed to Deutsche Bank Securities, attention: Jenny Lie, toll free at (866) 627-0391 or (212) 250-7445. Documents may be obtained by contacting the information agent, at (888) 887-0082 - bankers and brokers call collect (212) 269-5550. About Airborne. Effective August 15, 2003, Airborne became an indirect wholly owned subsidiary of DHL and is no longer a publicly traded company. For more than 50 years, Airborne operated through its company Airborne Express, Inc. serving the shipping needs of business customers around the world. About DHL. DHL is the world's leading express and logistics company offering customers innovative and customized solutions from a single source. With global expertise in solutions, express, air and ocean freight and overland transport, DHL combines worldwide coverage with an in-depth understanding of local markets. DHL's harmonized international network links more than 220 countries and territories worldwide. DHL continues to be at the forefront of technology and, with over 170,000 dedicated employees, guarantees fast and reliable services aimed at exceeding customers' expectations. Based in Brussels, Belgium, DHL is 100% owned by Deutsche Post World Net. -----END PRIVACY-ENHANCED MESSAGE-----