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
February 14, 1997
---------------------------------
(Date of earliest event reported)
AIRBORNE FREIGHT CORPORATION
- ---------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-6512 91-0837469
- --------------- ------------ -----------------
(State or other (Commission (I.R.S. Employer
jurisdiction File Identification
oforganization) Number) Number)
3101 Western Ave.
P.O. Box 662
Seattle, Washington 98111
- ----------------------------------------- -----------
(Address of principal executive offices) (Zip Code)
(206) 285-4600
- ---------------------------------------------------------------------
(Registrant's telephone number, including area code)
Page 1 of 7
Exhibit Index is on Page 7
<PAGE>
Item 5. Other Events
On February 4, 1997, the Board of Directors of Airborne
Freight Corporation (the "Company") approved a shareholder rights plan
(the "Rights Plan") which is to take effect at the close of business
on February 14, 1997. The Company's previous shareholder rights plan
expired on December 1, 1996.
The following description of the Rights Plan is qualified in
its entirety by reference to the Rights Agreement dated as of February
14, 1997, filed as Exhibit 4.1 hereto.
The Rights Plan will be implemented by the issuance of one
nonvoting Preferred Stock Purchase Right (a "Right") for each share of
Common Stock, par value $1.00 per share, of the Company (the "Common
Stock") outstanding at the close of business on February 14, 1997, or
issued thereafter until the Rights become exercisable. Each Right will
entitle the holder in certain events to purchase one one-hundredth
(1/100) of a share of Series A Participating Cumulative Preferred
Stock, without par value, of the Company (the "Preferred Stock"), at
an initial exercise price of $110. Each hundredth of a share of
Preferred Stock is entitled to vote and to participate in dividends
and
Page 2 of 7
Exhibit Index is on Page 7
<PAGE>
other distributions on an equivalent basis with one whole share of
Common Stock.
Initially, the Rights will be attached to the Common Stock
and will not be exercisable. The Rights will become exercisable and
separately transferable if (i) any person or group becomes an
"Acquiring Person" by acquiring more than 20% of the outstanding
Common Stock (it being understood that any such person or group that
acquires more than 90% of the outstanding Common Stock pursuant to an
all- cash tender offer meeting certain requirements will not become an
Acquiring Person until the fifth complete business day after the date
on which such ownership is acquired) or (ii) if a tender offer for
more than 20% of the outstanding Common Stock is announced or
commenced. If any person becomes an Acquiring Person, the Rights will
entitle all holders, other than the Acquiring Person, to purchase the
Preferred Stock at a substantial discount to its market value. In
addition, if a merger occurs with an Acquiring Person, holders of
Rights (other than the Acquiring Person) will be able to purchase
shares of the Acquiring Person at a substantial discount.
The Rights are redeemable by the Board of Directors of the
Company at a redemption price of $.01 per Right any time prior to the
earlier of (a) such time as
Page 3 of 7
Exhibit Index is on Page 7
<PAGE>
there shall be an Acquiring Person and (b) the expiration date of the
Rights; provided, however that the Rights become non-redeemable for a
period of one year from and including such date as there shall have
occurred a Board Event with respect to the Company. A "Board Event" is
defined in the Rights Plan as an event or series of events as a result
of which at any time a majority of the Board is not compromised of
"Continuing Directors", which at any date means a member of the Board
of Directors of the Company (i) who was a member of such Board on the
date of adoption of the Rights Plan, (ii) who was nominated or elected
by at least a majority of the directors who were Continuing Directors
at the time of such nomination or election or whose election to the
Board of Directors was recommended or endorsed by at least a majority
of the directors who were Continuing Directors at the time of such
nomination or election or (iii) who was elected to the Board to fill a
vacancy created by the expiration of the term, death, resignation or
retirement of any Continuing Director. The Rights will expire on the
tenth anniversary of the effective date of the Rights Agreement,
unless earlier redeemed.
Page 4 of 7
Exhibit Index is on Page 7
<PAGE>
Item 7. Financial Statements and Exhibits
c. Exhibits
4.1 Rights Agreement dated as of February 14,
1997, between Airborne Freight Corporation
and The Bank of New York, as Rights Agent.
Page 5 of 7
Exhibit Index is on Page 7
<PAGE>
SIGNATURES
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.
AIRBORNE FREIGHT CORPORATION,
by
/s/ David C. Anderson
-------------------------------
David C. Anderson
Corporate Secretary
and Counsel
Date: February 12, 1997
Page 6 of 7
Exhibit Index is on Page 7
<PAGE>
Exhibit Index
Exhibit No. Exhibit Page No.
- ----------- --------------------------------- --------
4.1 Rights Agreement dated as of
February 14, 1997, between
Airborne Freight Corporation and
The Bank of New York, as Rights
Agent (incorporated herein by
reference to Exhibits 1, 2 and 3
of the Form 8-A of the Company
filed with the Securities and
Exchange Commission the date
hereof).
Page 7 of 7
Exhibit Index is on Page 7
