Exhibit (a)(3)
AIRBORNE, INC.
Offer to Purchase for Cash
Any and all of the Outstanding
5.75% Convertible Senior Notes Due 2007
of Airborne, Inc.
(CUSIP Numbers 009269AA9 and 009269AB7)
And
Solicitation of Consents
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Subject to the terms and conditions set forth in the Offer to Purchase,
Consent Solicitation Statement and Change in Control Notice, the Offer and
withdrawal rights will expire at 5:00 p.m., New York City time, on November
17, 2003, unless extended (such time and date, as the same may be extended,
the "Expiration Date"). The valid tender of Notes will constitute the giving
of Consent with respect to such Notes and the valid withdrawal of tendered
Notes will constitute the revocation of Consent with respect to such Notes.
Holders may not deliver Consents without tendering the related Notes or revoke
Consents without withdrawing the related Notes.
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October 15, 2003
To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
Enclosed for your consideration is an Offer to Purchase, Consent
Solicitation Statement and Change in Control Notice (as it may be amended or
supplemented from time to time, the "Statement") and a related Consent and
Letter of Transmittal (as it may be amended or supplemented from time to time,
the "Consent and Letter of Transmittal"), relating to the (i) offer (the
"Offer") by Airborne, Inc. ("Airborne") to purchase for cash any and all of
its outstanding 5.75% Convertible Senior Notes due 2007 (the "Notes") at a
price (the "Tender Offer Consideration") equal to $1,080 per $1,000 of the
principal amount of the Notes, plus accrued and unpaid interest to, but
excluding the Acceptance Date (as defined below) and (ii) Airborne's
solicitation (the "Solicitation") of consents (the "Consents") from holders of
Notes (each, a "Holder") to the proposed amendments (the "Proposed
Amendments") to (a) the indenture pursuant to which the Notes were issued and
(b) the registration rights agreement relating to the Notes. All capitalized
terms used herein but not otherwise defined shall be ascribed the same
meanings to such terms as in the Statement.
Airborne's obligation to accept for purchase and pay for Notes validly
tendered and not withdrawn in the Offer is conditioned upon, among other
things, the receipt of Consents from Holders of at least a majority in
aggregate principal amount of Notes outstanding (the "Requisite Consents"). If
the Requisite Consents are not received, Airborne will not be obligated to
accept for purchase or to pay for any Notes and any Notes previously tendered
will be returned to the tendering Holders.
Airborne reserves the right (i) to waive any and all conditions to the
Offer, except that the receipt of the Requisite Consents may not be waived,
(ii) to extend or terminate the Offer or (iii) to otherwise amend the Offer in
any respect. All conditions to the Offer are more fully described in the
Statement under the caption "Principal Terms of the Offer -- Conditions of the
Offer."
Upon the terms and subject to the conditions of the Offer (including,
if the Offer is extended or amended, the terms and conditions of any such
extension or amendment) and applicable law, promptly following the Expiration
Date, Airborne will purchase, by accepting for purchase, and will pay for all
Notes validly tendered (and not validly withdrawn) pursuant to the Offer, such
payment to be made by the deposit of immediately available funds by Airborne
with Deutsche Bank Trust Company Americas, the depositary for the Offer (the
"Depositary"). The date on which Notes are accepted for payment under the
Offer is herein referred to as the "Acceptance Date."
We are asking you to contact your clients for whom you hold Notes
registered in your name or in the name of your nominee. In addition, we ask
you to contact your clients who, to your knowledge, hold Notes registered in
their own name. You will be reimbursed by Airborne for customary mailing and
handling expenses incurred by you in forwarding the enclosed materials to your
clients. Airborne will pay all transfer taxes, if any, applicable to the
tender of Notes, except as otherwise provided in the Statement and the Consent
and Letter of Transmittal.
Enclosed is a copy of each of the following documents for forwarding to
your clients:
1. Offer to Purchase, Consent Solicitation Statement and Change of
Control Notice, dated October 15, 2003.
2. A Consent and Letter of Transmittal for your use in the Offer
and the Solicitation and for the information of your clients.
3. A printed form of letter that may be sent to your clients for
whose accounts you hold Notes registered in your name or in the
name of your nominee, with space provided for obtaining such
clients' instructions with regard to the Offer and the
Solicitation.
4. A return envelope addressed to the Depositary.
DTC participants will be able to execute tenders and deliver Consents
through the DTC Automated Tender Offer Program.
We urge you to contact your clients as promptly as possible in order to
obtain their instructions. Notes tendered pursuant to the Offer may be validly
withdrawn, and Consents thereby revoked, subject to the procedures described
in the Statement, at any time prior to the Expiration Date.
Please refer to "Procedures for Tendering Notes and Delivering
Consents" in the Statement for a description of the procedures which must be
followed to tender Notes and deliver a Consent in the Offer.
Additional copies of the enclosed materials may be obtained from the
Information Agent for the Offer, D.F. King & Co., Inc., 48 Wall Street, New
York, New York 10005, telephone (collect) (212) 269-5550 or (toll free) (888)
887-0082.
Very truly yours,
AIRBORNE, INC.
Nothing herein or in the enclosed documents shall constitute you or any
person as an agent for Airborne, the Trustee or the Depositary, or authorize
you or any other person to make any statements on behalf of any of them with
respect to the Offer, except for statements expressly made in the Statement or
the Consent and Letter of Transmittal.
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