EMERY AIR &lt;EAF> TO BID FOR PUROLATOR &lt;PCC> 

  Emery Air Freight Corp said it
  plans 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.
  

