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Securities and Exchange Commission
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported)
September 18, 1995
AIRBORNE FREIGHT CORPORATION
(Exact name of registrant as specified in Charter)
Delaware 1-6512 91-0837469
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State or Other Commission IRS Employer
Jurisdiction of File Number Identification
Incorporation Number
3101 Western Avenue, P.O. Box 662, Seattle, Washington 98111
Address of Principal Executive Offices
Registrant's Telephone Number Including Area Code:
(206) 285-4600
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ITEM 5 - OTHER MATERIALLY IMPORTANT EVENTS
1) On September 18, 1995, Airborne Freight Corporation sold $100,000,000
aggregate principal amount of 7.35% Notes due September 15, 2005.
ITEM 7 - FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
5. Opinion of Counsel
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, thereunto duly authorized.
AIRBORNE FREIGHT CORPORATION
Dated: September 18, 1995 By /s/ J. VERNON WILLIAMS
J. Vernon Williams
Assistant Secretary
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EXHIBIT INDEX
Exhibits Page
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5. Opinion of Counsel 4
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September 18, 1995
Airborne Freight Corporation
3101 Western Avenue
Post Office Box 662
Seattle, Washington 98111
RE: Registration on Form S-3, Relating to the Offering of up to
$100,000,000 of Notes
Ladies and Gentlemen:
You have requested our opinion as to the legality of issuance of up to
$100,000,000 of Notes (the "Notes") of Airborne Freight Corporation, a Delaware
corporation (the "Company"), as well as guarantees of such Notes (the
"Guarantees") issued by ABX Air, Inc., a Delaware corporation ("ABX"), a
wholly-owned subsidiary of the Company, Airborne Forwarding Corporation, a
Delaware corporation ("AFC"), a wholly-owned subsidiary of the Company, Airborne
FTZ, Inc., an Ohio corporation ("AFTZ"), a wholly-owned subsidiary of ABX, and
by Wilmington Air Park, Inc., an Ohio corporation ("WAP"), a wholly-owned
subsidiary of ABX. The Notes and Guarantees are to be offered pursuant to the
above-referenced Registration Statement. This opinion is being furnished in
response to Item 601 of Regulation S-K and the instructions to Form S-3.
As general counsel for the Company, ABX, AFC, AFTZ and WAP, we are
familiar with (i) the Restated Certificate of Incorporation, as amended, Bylaws,
and corporate proceedings of the Company; (ii) the Certificate of Incorporation,
as amended, Bylaws and corporate proceedings of ABX; (iii) the Certificate of
Incorporation, Bylaws and corporate proceedings of AFC; (iv) the Articles of
Incorporation, Bylaws and corporate proceedings of AFTZ; and (v) the Articles of
Incorporation, Code of Regulations, and corporate proceedings of WAP. We have
assisted in the preparation of the above-referenced Registration Statement,
including the Prospectus contained therein.
Based upon the foregoing, we are of the opinion that:
1. the Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of Delaware;
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Airborne Freight Corporation
September 18, 1995
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2. ABX has been duly incorporated and is validly existing as a
corporation in good standing under the laws of Delaware;
3. AFC has been duly incorporated and is validly existing as a
corporation in good standing under the laws of Delaware;
4. AFTZ has been duly incorporated and is validly existing as a
corporation in good standing under the laws of Ohio;
5. WAP has been duly incorporated and is validly existing as a
corporation in good standing under the laws of Ohio; and
6. the Notes and Guarantees are valid and legally binding
obligations of the Company, ABX, AFC, AFTZ and WAP respectively.
With respect to our opinion in paragraph 6, we express no opinion as
to the effect of federal or state laws regarding fraudulent conveyances,
preferential transfers or distributions by corporations to stockholders.
We do not purport to be expert on, or to express any opinions herein
concerning any law other than the substantive law of the State of Washington,
the corporate law of the State of Delaware, and the federal laws of the United
States.
We hereby consent to the filing of this opinion letter as an exhibit
to the Registration Statement, and to the inclusion in the Prospectus of the
reference to our firm under the heading "Validity of Securities."
Very truly yours,
RIDDELL, WILLIAMS, BULLITT & WALKINSHAW
By /s/ DAVID D. HOFF
David D. Hoff
