UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 24, 2012
FEDEX CORPORATION
(Exact name of registrant as specified in its charter)
Commission File Number 1-15829
| Delaware | 62-1721435 | |
| (State or other jurisdiction of incorporation) |
(IRS Employer Identification No.) | |
| 942 South Shady Grove Road, Memphis, Tennessee | 38120 | |
| (Address of principal executive offices) | (ZIP Code) | |
Registrant’s telephone number, including area code: (901) 818-7500
FEDERAL EXPRESS CORPORATION
(Exact name of registrant as specified in its charter)
Commission File Number 1-7806
| Delaware | 71-0427007 | |
| (State or other jurisdiction of incorporation) |
(IRS Employer Identification No.) | |
| 3610 Hacks Cross Road, Memphis, Tennessee | 38125 | |
| (Address of principal executive offices) | (ZIP Code) | |
Registrant’s telephone number, including area code: (901) 369-3600
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
SECTION 8. OTHER EVENTS.
Item 8.01. Other Events.
On July 27, 2012, FedEx Corporation issued and sold $500,000,000 aggregate principal amount of its 2.625% Notes due 2022 and $500,000,000 aggregate principal of its 3.875% Notes due 2042.
We are filing this Current Report on Form 8-K for the purpose of incorporating by reference the exhibits filed herewith into the Registration Statement on Form S-3 (Registration No. 333-160953) by which those notes and related guarantees were registered.
SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit Number |
Description | |
| 1.1 | Underwriting Agreement, dated July 24, 2012, among FedEx Corporation, the Significant Guarantors named therein and Goldman, Sachs & Co. and J.P. Morgan Securities LLC, on behalf of themselves and as representatives of the Underwriters named therein. | |
| 4.1 | Supplemental Indenture No. 3, dated as of July 27, 2012, between FedEx Corporation, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee. | |
| 4.2 | Form of 2.625% Note due 2022 (included in Exhibit 4.1). | |
| 4.3 | Form of 3.875% Note due 2042 (included in Exhibit 4.1). | |
| 5.1 | Opinion of Davis Polk & Wardwell LLP regarding the legality of the notes and guarantees. | |
| 23.1 | Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
| FedEx Corporation | ||||
| Date: July 27, 2012 | By: | /s/ HERBERT C. NAPPIER | ||
| Herbert C. Nappier | ||||
| Staff Vice President and Corporate Controller | ||||
| Federal Express Corporation | ||||
| Date: July 27, 2012 | By: | /s/ J. RICK BATEMAN | ||
| J. Rick Bateman | ||||
| Vice President and Worldwide Controller | ||||
2
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 1.1 | Underwriting Agreement, dated July 24, 2012, among FedEx Corporation, the Significant Guarantors named therein and Goldman, Sachs & Co. and J.P. Morgan Securities LLC, on behalf of themselves and as representatives of the Underwriters named therein. | |
| 4.1 | Supplemental Indenture No. 3, dated as of July 27, 2012, between FedEx Corporation, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee. | |
| 4.2 | Form of 2.625% Note due 2022 (included in Exhibit 4.1). | |
| 4.3 | Form of 3.875% Note due 2042 (included in Exhibit 4.1). | |
| 5.1 | Opinion of Davis Polk & Wardwell LLP regarding the legality of the notes and guarantees. | |
| 23.1 | Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1). | |
E-1