SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AND POST-EFFECTIVE AMENDMENT NO. 1
TO REGISTRATION STATEMENT NO. 33-58905
AIRBORNE FREIGHT CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 91-0837469
(State or Other Jurisdiction of (I.R.S. Employer ID No.)
Incorporation or Organization)
</TABLE>
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)
------------------------------------
Airborne Freight Corporation
1998 Key Employee Stock Option Plan
------------------------------------
Roy C. Liljebeck
Executive Vice President and Chief Financial Officer
3101 Western Avenue
P.O. Box 662
Seattle, Washington 98111
(206) 285-4600
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Maximum
Title of Securities Aggregate Amount of
to Be Registered Amount to be Offering Registration
Registered (1) Price (2) Fee (3)
---------------- -------------- ---------- ------------
<S> <C> <C> <C>
Common Stock 6,000,000 shares $227,250,000 $67,038.75
Preferred Stock - -
Purchase Rights(4) 6,000,000 rights
</TABLE>
(1) Plus (i) an indeterminate number of shares of Common Stock
and Preferred Stock Purchase Rights that may become issuable
under the 1998 Key Employee Stock Option Plan (the "Plan")
as a result of the adjustment provisions therein, and
(ii) if any interests in the Plan constitute separate
securities required to be registered under the Securities
Act of 1933, then, pursuant to Rule 416(c), an indeterminate
amount of such interests to be offered or sold pursuant to
the Plan.
(2) Estimated solely for purposes of determining the
registration fee pursuant to Rules 457(c) and 457(h) based
on an offering price of $37.875 per share (the average of
the high and low sales prices reported by the New York Stock
Exchange on May 22, 1998) for the shares issuable upon
exercise of options granted or to be granted under the Plan.
(3) In addition to the 6,000,000 shares of Common Stock and
related Preferred Stock Purchase Rights registered hereby,
the Plan provides for the issuance of shares of Common Stock
and related Preferred Stock Purchase Rights subject to
options outstanding on January 1, 1998 under the 1994
Airborne Key Employee Stock Option and Stock Appreciation
Rights Plan (the "1994 Plan") to the extent the options
terminate without being exercised in full. An aggregate of
1,234,602 shares of Common Stock and related Preferred Stock
Purchase Rights (the "Potential Carryover Securities") were
subject to such outstanding options on January 1, 1998. The
Potential Carryover Securities were previously registered
pursuant to Registration Statement on Form S-8 No. 33-58905,
for which a registration fee of $4137.51 was paid.
(4) Preferred Stock Purchase Rights are initially attached to
and trade with shares of Common Stock. Value attributable to
such rights, if any, is reflected in the market price for
shares of Common Stock.
Pursuant to Rule 429, the Prospectus relating to this
Registration Statement also relates to any of the Potential
Carryover Securities that may become issuable pursuant to the
Plan (the "Actual Carryover Securities"). This Registration
Statement constitutes Post-Effective Amendment No. 1 to
Registration Statement on Form S-8 No. 33-58905 pursuant to which
the Actual Carryover Securities may be offered and sold pursuant
to the Plan and the Prospectus relating to this Registration
Statement.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 3. Incorporation of Certain Documents by Reference
- --------------------------------------------------------
The following documents are incorporated in this Registration
Statement by reference:
1. The Registrant's Annual Report on Form 10-K for its
fiscal year ended December 31, 1997, filed by the
Registrant with the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act") (File No. 001-6512);
2. All other reports filed by the Registrant with the
Securities and Exchange Commission since December 31,
1997 and prior to the date of this Prospectus pursuant
to Section 13(a) or 15(d) of the Exchange Act;
3. The description of the Common Stock set forth in the
Registration Statement on Form 10 filed by the
Registrant with the Securities and Exchange Commission
pursuant to the Exchange Act and declared effective on
June 23, 1975; and
4. The description of the Preferred Stock Purchase Rights
set forth in the Registration Statement on Form 8-A
filed by the Registrant with the Securities and
Exchange Commission pursuant to the Exchange Act on
February 12, 1997, as amended.
All documents filed by the Registrant with the Securities and
Exchange Commission after the date of this Registration Statement
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, before the filing of a post-effective amendment that
indicates that all securities offered pursuant to this
Registration Statement have been sold or that deregisters all
securities then remaining unsold, shall also be deemed to be
incorporated by reference in this Registration Statement and to
be part hereof from the respective dates of filing of such
documents.
Any statement incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in
any other subsequently filed document that also is or is deemed
to be incorporated by reference herein modifies or supersedes
such statement. Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a
part of this Registration Statement.
Item 4. Description of Securities
- ----------------------------------
Not required.
Item 5. Interests of Named Experts and Counsel
- -----------------------------------------------
The opinion of Graham & James LLP/Riddell, Williams, P.S., 1001
Fourth Avenue Plaza, Suite 4500, Seattle, Washington 98154, is
being filed herewith as Exhibit 5. A member of the firm serves as
an officer and/or director of certain of the Registrant's
subsidiaries. As of May 15, 1998, members of the firm held
approximately 15,730 shares of the Registrant's Common Stock.
Item 6. Indemnification of Directors and Officers
- --------------------------------------------------
Article Twelfth of the Restated Certificate of Incorporation of
the Registrant provides:
No director of the corporation shall be personally
liable to the corporation or its stockholders for
monetary damages for breach of his or her fiduciary
duty as a director; provided, however, that this
Article TWELFTH shall not eliminate or limit the
liability of a director to the extent provided by
applicable law (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the General
Corporation Law of the State of Delaware (or successor
provision), or (iv) for any transaction from which the
director derived an improper personal benefit. No
amendment to or repeal of this Article TWELFTH shall
apply to or have any effect on the liability or alleged
liability of any director of the corporation for or
with respect to any acts or omissions of such director
occurring prior to such amendment or repeal.
The Restated Certificate of Incorporation of the Registrant
requires the Registrant to indemnify its officers and directors
from all expenses and liabilities to the full extent permitted by
Delaware law, specifically providing for indemnities to any
director, officer or former director or officer or any person who
may have served at the Registrant's request as a director or
officer of another corporation (including any heirs, personal
representatives and estates of any indemnified parties), against
all costs and expenses, including attorneys' fees reasonably
incurred by him/her or imposed on him/her in connection with any
action, proceeding or investigation, whether civil,
administrative or criminal (including any shareholder's action
and any other action in which the Registrant is a party,
plaintiff or defendant), in which he/she is or may be a party or
is proceeded against or involved by any reason of any action
alleged to have been taken by him/her or omitted by him/her in
such action, proceeding or investigation, or sums paid in
settlement or compromise thereof with the approval of the Board
of Directors. The indemnification provisions do not apply unless
the indemnified party acted in a manner reasonably believed by
him/her to be in or not opposed to the best interests of the
corporation, and do not apply if such person is found (1) to be
guilty of willful misconduct, bad faith or gross negligence in
the performance of his/her duties to the corporation, in a
derivative action or one brought by the corporation, or (2) to be
guilty of willful misconduct or bad faith, if such action or
proceeding is brought by a third party.
Expenses incurred in defending such action, proceeding or
investigation may be paid by the Registrant in advance of the
final disposition upon receipt of an undertaking by the
indemnified party to repay such amount if it shall ultimately be
determined that he/she is not entitled to be indemnified by the
Registrant.
In addition to the indemnification provision described above, the
Registrant maintains a directors and officers liability policy
which insures its officers and directors against certain
liabilities.
Item 7. Exemption from Registration Claimed
- --------------------------------------------
Not applicable.
Item 8. Exhibits
- -----------------
The following documents are filed as part of this registration
statement or incorporated by reference herein:
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
4.1 Rights Agreement, dated as of February 14, 1997,
between the Registrant and The Bank of New York as
Rights Agent (incorporated herein by reference from
Exhibit 1 to the Registrant's Registration Statement
on Form 8-A filed on February 12, 1997)
4.2 Certificate of Designation of the Voting Powers,
Designations, Preferences and Relative
Participating, Optional and Other Special Rights and
Qualifications, Limitations or Restrictions of
Series A Participating Cumulative Preferred Stock
(incorporated herein by reference from Exhibit 2 to
the Registrant's Registration Statement on Form 8-A
filed on February 12, 1997)
4.3 Form of Right Certificate relating to the Rights
Agreement (incorporated herein by reference from
Exhibit 3 to the Registrant's Registration Statement
on Form 8-A filed on February 12, 1997).
4.4 Certificate of Adjustment (incorporated herein by
reference from Exhibit 4 to Amendment No. 1 to the
Registrant's Registration Statement on Form 8-A
filed on June 1, 1998).
5 Opinion of Graham & James LLP/Riddell Williams, P.S.
23.1 Consent of Graham & James LLP/Riddell Williams, P.S.
(included in Exhibit 5)
23.2 Consent of Deloitte & Touche LLP
24 Powers of Attorney (included on signature page)
</TABLE>
Item 9. Undertakings
- ---------------------
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment
to this Registration Statement; (i) To include
any prospectus required by Section 10(a)(3) of the
Securities Act of 1933; (ii) To reflect in the
prospectus any facts or events arising after the
effective date of the Registration Statement (or
the most recent post-effective amendment thereof)
that, individually or in the aggregate, represent
a fundamental change in the information set forth
in the Registration Statement; and (iii) To
include any material information with respect to
the plan of distribution not previously disclosed
in the Registration Statement or any material
change to such information in the Registration
Statement; provided, however, that paragraphs
(a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-
effective amendment by those paragraphs is
contained in periodic reports filed by the
Registrant pursuant to Section 13 or 15(d) of the
Exchange Act that are incorporated by reference in
the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new
Registration Statement relating to the securities
offered therein, and the offering of the
securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being
registered that remain unsold at the termination
of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act that
is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant
to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. If a claim for indemnification
against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the
Registrant will, unless, in the opinion of its counsel, the
matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question of whether
such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed
by the final adjudication of such issue.
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe it
meets all the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of
Seattle, State of Washington, on June 1, 1998.
AIRBORNE FREIGHT CORPORATION
By /S/ Robert S. Cline
-----------------------
Robert S. Cline
Chief Executive Officer
POWER OF ATTORNEY
-----------------
Each person whose signature appears below hereby constitutes and
appoints Robert S. Cline and Roy C. Liljebeck, and each of them
severally, such person's true and lawful attorneys-in-fact and
agents, with full power to act without the other and with full
power of substitution and resubstitution, to execute in the name
and on behalf of such person, individually and in each capacity
stated below, any and all amendments and post-effective
amendments to this Registration Statement, any and all
supplements hereto, and any and all other instruments necessary
or incidental in connection herewith, and to file the same with
the Securities and Exchange Commission.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons
in the capacities and on the dates indicated below.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C>
/S/Robert S. Cline Chairman of the Board June 1, 1998
- ------------------ and Chief Executive
Robert S. Cline Officer (Principal
Executive Officer)
/S/Robert G. Brazier Chief Operating Officer June 1, 1998
- -------------------- and Director
Robert G. Brazier
/S/Roy C. Liljebeck Executive Vice June 1, 1998
- ------------------- President and Chief
Roy C. Liljebeck Financial Officer
(Principal Financial
Officer)
/S/Lanny H. Michael Senior Vice President, June 1, 1998
- ------------------- Treasurer and
Lanny H. Michael Controller (Principal
Accounting Officer)
/S/Richard M. Rosenberg Director June 1, 1998
- -----------------------
Richard M. Rosenberg
/S/William Swindells Director June 1, 1998
- --------------------
William Swindells
/S/Mary Agnes Wilderotter Director June 1, 1998
- -------------------------
Mary Agnes Wilderotter
</TABLE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
5 Opinion of Graham & James LLP/Riddell Williams, P.S.
23.2 Consent of Deloitte & Touche LLP
</TABLE>
EXHIBIT 5
---------
June 1, 1998
Airborne Freight Corporation
3101 Western Avenue
Seattle, Washington 98111
Re:Form S-8 Registration Statement
Ladies and Gentlemen:
We have acted as counsel to Airborne Freight Corporation
(the "Company") in connection with the preparation of its
Registration Statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended
(the "Act"), which the Company will file with the Securities
and Exchange Commission, with respect to an aggregate of
6,000,000 shares of Common Stock of the Company (the
"Shares") issuable upon exercise of options granted or to be
granted under the Company's 1998 Key Employee Stock Option
Plan (the "Plan").
We have examined the Registration Statement and such other
documents and records as we have deemed relevant and
necessary for the purpose of this opinion.
Based upon and subject to the foregoing, we are of the
opinion that the Shares issuable under the Plan will, upon
due execution by the Company and the registration by its
registrar of the certificates for the Shares and issuance
thereof by the Company and receipt by the Company of the
consideration therefor in accordance with the terms of the
Plan, be validly issued, fully paid and nonassessable.
We note that a member of our firm serves as an officer
and/or director of certain of the Company's subsidiaries and
that, as of May 15, 1998, members of the firm held
approximately 15,730 shares of the Company's Common Stock.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement. In giving such
consent, we do not admit that we are in the category of
persons whose consent is required under Section 7 of the
Act.
Very truly yours,
/s/ Frank C. Woodruff
---------------------
Frank C. Woodruff
GRAHAM & JAMES LLP/
RIDDELL WILLIAMS P.S.
EXHIBIT 23.2
------------
Independent Auditors' Consent
We consent to the incorporation by reference in this
Registration Statement of Airborne Freight Corporation on
Form S-8 of our report dated February 13, 1998, appearing in
the Annual Report on Form 10-K of Airborne Freight
Corporation for the year ended December 31, 1997 and to the
reference to us under the heading "Experts" in the
Prospectus, which is part of this Registration Statement.
/S/DELOITTE & TOUCHE LLP
- ------------------------
Seattle, Washington
June 1, 1998
