SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Arkansas Best Corporation
(Name of issuer)
Common Stock
(Title of Class of Securities)
04079010
(CUSIP Number)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover
page shall not be deemed to be "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
Page 1 of 6 Pages
CUSIP No. 04079010 13G Page 2 of 6 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MacKay-Shields Financial Corporation 13-2631681
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
Not Applicable (a)0
(b)0
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware (United States)
5 SOLE VOTING POWER
NUMBER OF Not Applicable
SHARES
BENEFICIALLY
6 SHARED VOTING POWER
OWNED BY 747,940
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON Not Applicable
WITH
8 SHARED DISPOSITIVE POWER
747,940
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
747,940
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
Not Applicable
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW 9
3.8%
12 TYPE OF REPORTING PERSON*
IA
SCHEDULE 13G
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Under the Securities Exchange Act of 1934
ITEM 1 (a) Name of Issuer:
Arkansas Best Corporation
ITEM 1 (b) Address of Issuer's Principal Executive Offices:
3801 Old Greenwood Road
Fort Smith, AR 72903
ITEM 2 (a) Name of Person Filing:
MacKay-Shields Financial Corporation
ITEM 2 (b) Address of Principal Business Office:
9 West 57th Street
New York, NY 10019
ITEM 2 (c) Citizenship:
United States
ITEM 2 (d) Title of Class of Securities:
Common Stock
ITEM 2 (e) CUSIP Number:
04079010
ITEM 3. If this statement is filed pursuant to Rules 13d-1 (b), or
13d-2(b), check whether the person filing is a:
(a) [ ] Broker or Dealer registered under Section 15 of the Act
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in section 3(a)(19) of the
Act
(d) [ ] Investment Company registered under section 8 of the
Investment Company Act
(e) [X] Investment adviser registered under Section 203 of the
Investment Advisers Act of 1940
(f) [ ] Employee Benefit Plan, Pension Fund which is subject to
the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund; see section
240.13d-1 (b)(1)(ii)(F)
Page 3 of 6 Pages
SCHEDULE 13G cont.
(g) [ ] Parent Holding Company, in accordance with section
240.13d-l(b)(ii)(G) (Note: See Item 7)
(h) [ ] Group, in accordance with section 240.13d-1 (b)(1)(ii)(H)
ITEM 4. Ownership.
If the percent of the class owned, as of December 31 of
the year covered by the statement, or as of the last day
of any month described in Rule 13d-l(b)(2), if
applicable, exceeds five percent, provide the following
information as of that date and identify those shares
which there is a right to acquire.
(a) Amount Beneficially Owned:
Aggregate 747,940 consisting of (i) 681,900
shares of common stock and (ii) 66,040 shares of
common stock which may be acquired by conversion
of preferred stock A.
(b) Percent of Class:
3.8%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
Not Applicable
(ii) shared power to vote or to direct the vote
747,940
(iii) sole power to dispose or to direct the
disposition of
Not Applicable
(iv) shared power to dispose or to direct the
disposition of
747,940
ITEM 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as
of the date hereof the reporting person has ceased to
be the beneficial owner of more than five percent of
the class of securities, check the following [X].
Not Applicable
Page 4 of 6 Pages
SCHEDULE 13G cont.
ITEM 6. Ownership of More than Five Percent on Behalf of
Another Person.
If any other person is known to have the right to
receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, such securities,
a statement to that effect should be included in
response to this item and, if such interest relates to
more than five percent of the class, such person
should be identified. A listing of the shareholders of
an investment company registered under the
Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment
fund is not required.
Clients of the filing investment manager have the right
to receive and the ultimate power to direct the receipt
of dividends from, or the proceeds of the sale of, such
securities. No interest of any such clients relates to
more than 5% of the class.
ITEM 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By
the Parent Holding Company.
If a parent holding company has filed this Schedule
pursuant to Rule 13d-1(b)(ii)(G), so indicate
under Item 3 (g) and attach an exhibit stating the identity
and the Item 3 classification of the relevant subsidiary.
If a parent holding company has filed this schedule
pursuant to Rule 13d-1(c), attach an exhibit stating
the identification of the relevant subsidiary.
Not Applicable
ITEM 8. Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to Rule
13d-1(b)(ii)(H), so indicate under Item
3(h) and attach an exhibit stating the identity and Item 3
classification of each member of the group. If a group
has filed this schedule pursuant to Rule 13d-1(c),
attach an exhibit stating the identity of each member
of the group.
Not Applicable
Page 5 of 6 Pages
SCHEDULE 13G cont.
ITEM 9. Notice of Dissolution of Group
Notice of dissolution of a group may be furnished as an
exhibit stating the date of the dissolution and that all
further filings with respect to transactions in the
security reported on will be filed, if required, by
members of the group, in their individual capacity. See
Item 5.
Not Applicable
ITEM 10. Certification
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above
were acquired in the ordinary course of business and
were not acquired for the purpose of and do not have
the effect of changing or influencing the control of the
issuer of such securities and were not acquired in
connection with or as a participant in any transaction
having such purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: February 13, 1998
Signature: Jeffry B. Platt
Name/Title: Jeffry B. Platt, General Counsel
Page 6 of 6 Pages
