Securities Law & Instruments

Headnote

Issuer deemed to have ceased to be reportingissuer under the Act.

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c. S.5, as am.,ss. 1(1), 6(3) and 83.

IN THE MATTER OF

THE SECURITIES ACT, R.S.O.1990, CHAPTER S.5,

AS AMENDED (THE "ACT")

AND

IN THE MATTER OF

FEDERAL EXPRESS CORPORATION

 

ORDER

(Section 83 of the Act)

WHEREAS the Ontario Securities Commission(the "Commission") has received an application fromFederal Express Corporation ("FedEx Express") foran order under section 83 of the Act deeming the Filer to haveceased to be a reporting issuer under the Act;

AND WHEREAS it is being represented tothe Commission that:

1. FedEx Express was incorporated on June24, 1971 under the laws of the State of Delaware and is headquarteredin Memphis, Tennessee.

2. FedEx Express became a reporting issuerin December 1987 as a consequence of listing its common stockon the Toronto Stock Exchange, but voluntarily delisted itsstock on June 30, 1994. No securities of FedEx Express arelisted or quoted on any stock exchange or market in Canadaor elsewhere.

3. On January 27, 1998, FedEx Express becamea direct wholly owned subsidiary of FedEx Corporation ("FedEx"),which was incorporated in Delaware to serve as the holdingcompany parent of FedEx Express and other operating companies.In the transaction, each share of FedEx Express common stockwas automatically converted into one share of FedEx commonstock, as a result of which FedEx became the sole stockholderof FedEx Express.

4. FedEx Express has authorized and issued1000 shares of common stock, par value $.10 per share, allof which are held by FedEx Corporation. There are no otherissued and outstanding equity securities of FedEx Express;and there are no registered holders of FedEx Express securitiesthat are resident in Ontario or Canada.

5. FedEx Express does not intend to seek publicfinancing by way of an offering of its securities in Canada.

AND WHEREAS the Commission being satisfiedthat to do so would not be prejudicial to the public interest;

IT IS ORDERED, pursuant to Section 83of the Act, that FedEx Express is deemed to have ceased to bea reporting issuer under the Act.

August 6, 2002.

"Iva Vranic"