Emery Air Freight Corp said itplans to begin tomorrow a 40 dlr a share tender offer for 83
pct of the outstanding common stock of Purolator Courier Corp.
    The company said the tender offer is the first step in a
plan to buy 100 pct of the Purolator shares.
    Following the tender offer, Emery said it would offer 40
dlrs of junior subordinated debentures for each remaining
Purolator share outstanding.
    On March one, Purolator agreed to a 35 dlr a share
leveraged buyout by eight Purolator executives and EF Hutton
LBO Inc, a unit of EF Hutton Group Inc.
    Emery said it had tried unsuccessfully to open merger
discussions with Purolator before the company accepted the
management-led buyout offer.
    In a letter to Purolator's chairman, Nicholas F. Brady,
Emery's chairman, John C. Emery, said the company would still
prefer to negotiate with Purolator.
    But he said the imminent expiration of the leveraged buyout
group's offer has forced the company to make an unsolicited
tender offer of its own.
    Emery said its offer is scheduled to expire at 2400 EST on
April 28, unless extended.
    The company said conditions of the offer include the
receipt of at least two-thirds of Purolator's shares
outstanding, on a fully diluted basis, and the repeal of its
share purchase rights plan.
    Emery said the offer is also subject to completion of the
previously announced sale of Purolator's Canadian operations.
    Emery said Chemical Bank, Bankers Trust, Morgan Guaranty
Trust Co and Salomon Bros had agreed to provide financing for
the tender offer.
    It said the junior subordinated debentures to be issued in
the subsequent merger will carry a 13 pct annual interest rate,
payable twice a year.
    For the first three years after the notes are issued,
interest will be paid, at Emery's option, in cash or in
additional notes, Emery said.
    It added that the notes will not be subject to redemption
for one year after they are issued.
    Emery said Purolator would operate as a wholly owned unit
of the company after the merger. It said it hoped Purolator's
management would continue with the company.
    "We believe that our two companies provide an excellent fit
with each other and that the combination will enable each of us
to better serve our existing customers and meet the challenges
of the future," Emery's chairman said in his letter.
    He said a merger would significantly enhance the financial
turnaround that Purolator's management had previously forecast.
    Officials at Purolator could not immediately be reached for
comment on the offer, which was released several hours after
the stock market had closed.
    Emery's stock closed up 1/2 at 12-5/8.
    Purolator closed at 34-7/8, off 5/8.
 Reuter
