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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: October 17, 1995
(Date of earliest event reported)
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FEDERAL EXPRESS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State of Incorporation)
1-7806 71-0427007
(Commission File Number) (IRS Employer Identification No.)
2005 Corporate Avenue, Memphis, Tennessee 38132
(Address of principal executive offices)
Registrant's Telephone Number, including area code: (901) 369-3600
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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(c) Exhibits.
The following documents are being filed in connection with, and
incorporated by reference in, the Registrant's Registration Statement on
Form S-3 No. 33-56569, which was declared effective July 26, 1995.
Exhibit Description of Exhibit
- ------- ----------------------
23(b) Consent of Dewey Ballantine, special counsel for the Pass
Through Trustee
25(a) Form T-1 Statement of Eligibility under the Trust
Indenture Act of 1939, as amended, of The Chase Manhattan
Bank (National Association), as Indenture Trustee and
Pass Through Trustee
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
FEDERAL EXPRESS CORPORATION
By: /s/ ALAN B. GRAF, JR.
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Alan B. Graf, Jr.
Senior Vice President and Chief
Financial Officer
(principal financial officer)
Dated: October 18, 1995
EXHIBIT INDEX
Exhibit Description of Exhibit
- ------- ----------------------
23(b) Consent of Dewey Ballantine, special counsel for the Pass
Through Trustee
25(a) Form T-1 Statement of Eligibility under the Trust
Indenture Act of 1939, as amended, of The Chase Manhattan
Bank (National Association), as Indenture Trustee and
Pass Through Trustee
EXHIBIT 23.b
[Letterhead of Dewey Ballantine]
October 18, 1995
Federal Express Corporation
2005 Corporate Avenue
Memphis, Tennessee 38132
As counsel to The Chase Manhattan Bank (National Association),
as Pass Through Trustee, we hereby consent to the references to our firm
under the captions "Certain New York Taxes" and "Legal Matters" in the
Prospectus Supplement to the Prospectus forming part of Registration
Number No. 33-56569. In giving such consent, we do not thereby admit that
we come within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission thereunder.
Sincerely,
/s/ Dewey Ballantine
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Dewey Ballantine
EXHIBIT 25.a
______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
PURSUANT TO SECTION 305(b)(2)
__________________
THE CHASE MANHATTAN BANK
(National Association)
(Exact name of trustee as specified in its charter)
13-2633612
(I.R.S. Employer Identification Number)
1 Chase Manhattan Plaza, New York, New York
(Address of principal executive offices)
10081
(Zip Code)
________________
Federal Express Corporation
(Exact name of obligor as specified in its charter)
Delaware 71-0427007
(State or other jurisdiction (IRS employer
of incorporation or organization) Identification No.)
2005 Corporate Avenue
Memphis, Tennessee 38132
(901)369-3600
(Name, address, including zip code, and telephone number, including area code,
of principal executive office)
__________________________________
Equipment Trust Certificates; Pass Through Certificates
(Title of the indenture securities)
______________________________________________________________________________
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to which it
is subject.
Comptroller of the Currency, Washington, D.C.
Board of Governors of The Federal Reserve System, Washington, D. C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
The Trustee is not the obligor, nor is the Trustee directly or
indirectly controlling, controlled by, or under common control
with the obligor.
(See Note on Page 2.)
Item 16. List of Exhibits.
List below all exhibits filed as a part of this statement of eligibility.
*1. -- A copy of the articles of association of the trustee as now in effect.
(See Exhibit T-1 (Item 12), Registration No. 33-55626.)
*2. -- Copies of the respective authorizations of The Chase Manhattan Bank
National Association) and The Chase Bank of New York (National
Association) to commence business and a copy of approval of merger
of said corporations, all of which documents are still in effect.
(See Exhibit T-1 (Item 12), Registration No. 2-67437.)
*3. -- Copies of authorizations of The Chase Manhattan Bank (National
Association) to exercise corporate trust powers, both of which
documents are still in effect. (See Exhibit T-1 (Item 12),
Registration No. 2-67437).
*4. -- A copy of the existing by-laws of the trustee. (See Exhibit T-1 (Item
12(a)), Registration No. 33-28806.)
*5. -- A copy of each indenture referred to in Item 4, if the obligor is in
default. (Not applicable).
*6. -- The consents of United States institutional trustees required by
Section 321(b) of the Act. (See Exhibit T-1, (Item 12),
Registration No. 22-19019.)
7. -- A copy of the latest report of condition of the trustee published
pursuant to law or the requirements of its supervising or
examining authority.
___________________
*The Exhibits thus designated are incorporated herein by reference.
Following the description of such Exhibits is a reference to the copy of
the Exhibit heretofore filed with the Securities and Exchange Commission, to
which there have been no amendments or changes.
NOTE
Inasmuch as this Form T-1 is filed prior to the ascertainment by the
trustee of all facts on which to base a responsive answer to Item 2 the
answer to said Item is based on incomplete information.
Item 2 may, however, be considered as correct unless amended by an
amendment to this Form T-1.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
trustee, The Chase Manhattan Bank (National Association), a corporation
organized and existing under the laws of the United States of America, has
duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of New York, and
the State of New York, on the 18th day October, 1995.
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
By /s/ John Mynttinen
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John Mynttinen
Corporate Trust Officer
EXHIBIT 7
REPORT OF CONDITION
Consolidating domestic and foreign subsidiaries of the
THE CHASE MANHATTAN BANK, N.A.
of New York in the State of New York, at the close of business on June 30,
1995, published in response to call made by Comptroller of the
Currency, under title 12, United States Code, Section 161.
Charter Number 2370 Comptroller of the Currency Northeastern District
Statement of Resources and Liabilities
Thousands
ASSETS of Dollars
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Cash and balances due from
depository institutions:
Noninterest-bearing balances and
currency and coin $ 4,279,000
Interest-bearing balances 6,752,000
Held to maturity securities 1,779,000
Available-for-sale securities 4,607,000
Federal funds sold and securities purchased
under agreements to resell in domestic
offices of the bank and of its
Edge and Agreement subsidiaries, and in IBFs:
Federal funds sold 1,307,000
Securities purchased under agreements to resell 207,000
Loans and lease financing receivable:
Loans and leases, net of unearned income $55,234,000
LESS: Allowance for loan and lease losses 1,095,000
LESS: Allocated transfer risk reserve 0
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Loans and leases, net of unearned income,
allowance, and reserve 54,139,000
Trading assets 13,459,000
Premises and fixed assets (including capitalized leases) 1,824,000
Other real estate owned 413,000
Investments in unconsolidated subsidiaries and
associated companies 33,000
Customers' liability to this bank on acceptances outstanding 1,141,000
Intangible assets 934,000
Other assets 6,947,000
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TOTAL ASSETS $97,821,000
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LIABILITIES
Deposits:
In domestic offices $30,648,000
Noninterest-bearing $11,207,000
Interest-bearing 19,441,000
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In foreign offices, Edge and Agreement
subsidiaries, and IBFs 35,397,000
Noninterest-bearing $ 3,024,000
Interest-bearing 32,373,000
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Federal funds purchased and securities
sold under agreements to repurchase in
domestic offices of the bank and of its
Edge and Agreement subsidiaries, and in IBFs:
Federal funds purchased 1,781,000
Securities sold under agreements to repurchase 217,000
Demand notes issued to the U.S. Treasury 25,000
Trading liabilities 10,479,000
Other borrowed money:
With original maturity of one year or less 2,050,000
With original maturity of more than one year 433,000
Mortgage indebtedness and obligations under
capitalized leases 40,000
Bank's liability on acceptances executed and
outstanding 1,148,000
Subordinated notes and debentures 1,960,000
Other liabilities 6,239,000
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TOTAL LIABILITIES 90,417,000
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Limited-life preferred stock and related surplus 0
EQUITY CAPITAL
Perpetual preferred stock and related surplus 0
Common stock 921,000
Surplus 4,069,000
Undivided profits and capital reserves 1,650,000
Net unrealized holding gains (losses) on
available-for-sale securities (47,000)
Cumulative foreign currency translation
adjustments 11,000
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TOTAL EQUITY CAPITAL 7,404,000
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TOTAL LIABILITIES, LIMITED-LIFE PREFERRED STOCK,
AND EQUITY CAPITAL $ 97,821,000
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I, Lester J. Stephens, Jr., Senior Vice President and Controller of the above
named bank do hereby declare that this Report of Condition is true and
correct to the best of my knowledge and belief.
/s/ Lester J. Stephens, Jr.
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(Signed) Lester J. Stephens, Jr.
We the undersigned directors, attest to the correctness of this statement of
resources and liabilities. We declare that it has been examined by us, and
to the best of our knowledge and belief has been prepared in conformance with
the instructions and is true and correct.
/s/ Thomas G. Labrecque
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(Signed) Thomas G. Labrecque
/s/ Richard J. Boyle
----------------------- Directors
(Signed) Richard J. Boyle
/s/ Donald H. Trautlein
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(Signed) Donald H. Trautlein
