291/23925.01
052998/1434/41000.00001
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
FORM 8-A/A
AMENDMENT NO. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AIRBORNE FREIGHT CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 91-0837469
(State or Other (I.R.S. Employer
Jurisdiction of Identification No.)
Incorporation or
Organization)
3101 Western Avenue
P.O. Box 662
Seattle, Washington 98111
(206) 285-4600
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective
pursuant to General Instruction A.(c), please check the following
box. [ ]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective
pursuant to General Instruction A.(d), please check the following
box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be so
Registered
------------------- ------------------------------
<S> <C>
Rights to Purchase New York Stock Exchange
Series A Participating Pacific Stock Exchange
Cumulative Preferred Stock
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
----------------------------------------------
Airborne Freight Corporation, a Delaware corporation (the
"Registrant"), hereby amends its Registration Statement on
Form 8-A filed with the Securities and Exchange Commission on
February 12, 1997 (the "Registration Statement").
The purpose of this Amendment is to amend Item 2 of the
Registration Statement to add as an exhibit thereto a Certificate
of Adjustment reflecting certain adjustments made to the Rights
to Purchase Series A Participating Cumulative Preferred Stock in
connection with the two-for-one split of the Registrant's Common
Stock, $1.00 par value, effected in the form of a stock dividend
of one share of Common Stock for each share of Common Stock
outstanding, distributed on February 13, 1998, to holders of
record of said stock at the close of business on
February 9, 1998.
Item 2 of the Registration Statement is hereby amended and
restated as follows:
Item 2. Exhibits
- -----------------
<TABLE>
<CAPTION>
Exhib
it Description
Numbe
r
----- -----------
--
<S> <C>
1 Rights Agreement, dated as of February 14, 1997,
between Airborne Freight Corporation and The Bank of
New York, as Rights Agent
2 Form of Certificate of the Voting Powers, Preferences
and Relative, Participating, Optional and other Special
Rights, Qualifications, Limitations or Restrictions of
Series A Participating Cumulative Preferred Stock of
Airborne Freight Corporation (which is attached as
Exhibit A to the Rights Agreement filed as Exhibit 1
hereto)
3 Form of Right Certificate (which is attached as
Exhibit B to the Rights Agreement filed as Exhibit 1
hereto).
4 Certificate of Adjustment
</TABLE>
SIGNATURE
---------
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
AIRBORNE FREIGHT CORPORATION
/S/ David C. Anderson
-------------------------------
David C. Anderson
Corporate Secretary/Counsel
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Exhib
it Description
Numbe
r
----- -----------
--
<S> <C>
4 Certificate of Adjustment.
</TABLE>
291/23925.01
052998/1434/41000.00001 1
EXHIBIT 4
---------
CERTIFICATE OF ADJUSTMENT
-------------------------
By resolutions adopted February 3, 1998, the Board of
Directors of Airborne Freight Corporation, a Delaware corporation
(the "Company"), declared a two-for-one split of the Company's
Common Stock, par value $1.00 (the "Stock Split"), effected in
the form of a stock dividend of one share of Common Stock for
each share of Common Stock outstanding, issued on February 13,
1998 to holders of record of said stock at the close of business
on February 9, 1998. Pursuant to said resolutions and section 12
of the Rights Agreement dated as of February 14, 1997 between the
Company and The Bank of New York as Rights Agent (the "Rights
Agreement"), the Board of Directors has determined that, in order
that the Stock Split not reduce or limit the benefits the holders
of the Rights would have had absent the Stock Split, it is
appropriate to make, and there are hereby made effective as of
February 13, 1998, the following adjustments under the Rights
Agreement (capitalized terms used in this Certificate will have
the meanings given those terms in the Rights Agreement):
1. The Purchase Price shall be decreased from $110 to $55.
2. The Redemption Price shall be decreased from $.01 to
$.005.
3. The number of Preferred Shares issuable upon the
exercise of each Right shall be decreased from one one-
hundredth (1/100) to one two-hundredth (1/200) of a
Preferred Share.
IN WITNESS WHEREOF, this Certificate has been executed
effective as of the 13th day of February, 1998.
AIRBORNE FREIGHT CORPORATION
/S/ Robert S. Cline
-----------------------------
Robert S. Cline
Chairman and Chief Executive Officer
