SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
AMENDMENT NO. 1
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
______________________
WORLDWAY CORPORATION
(Name of Subject Company)
ABC ACQUISITION CORPORATION
ARKANSAS BEST CORPORATION
(Bidders)
COMMON STOCK, PAR VALUE $0.50 PER SHARE
(Title of Class of Securities)
98155 F 10 3
(CUSIP Number of Class of Securities)
Richard F. Cooper, Esq.
Arkansas Best Corporation
3801 Old Greenwood Road
Fort Smith, Arkansas 72903
(501) 785-6000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Bidders).
With a Copy to:
Peter A. Atkins, Esq.
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, N.Y. 10022
(212) 735-3000
ABC Acquisition Corporation (the "Purchaser"), a North
Carolina corporation and a wholly owned subsidiary of Arkansas
Best Corporation, a Delaware corporation ("Parent"), and Parent,
hereby amend and supplement their Statement on Schedule 14D-1
("Schedule 14D-1"), filed with the Securities and Exchange
Commission (the "Commission") on July 14, 1995, to purchase all
outstanding shares on a fully diluted basis (assuming exercise of
all outstanding stock options) of Common Stock, par value $0.50
per share (the "Shares"), of WorldWay Corporation, a North
Carolina corporation (the "Company"), at a purchase price of
$11.00 per Share, net to the seller in cash, without interest
thereon, upon the terms and subject to the conditions set forth
in the Offer. This Amendment No. 1 to Schedule 14D-1 is being
filed on behalf of the Purchaser and Parent.
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO THE SUBJECT COMPANY'S SECURITIES.
The information set forth in Item 7 of Schedule 14D-1
is hereby amended and supplemented by the following information:
On July 21, 1995, Parent issued a press release
announcing that Parent received an informal opinion from the
staff of the Interstate Commerce Commission (the "ICC") approving
the form of the voting trust agreement to be used in connection
with the Offer and the Merger (the "July 14 ICC Opinion") and
that the ICC had granted Parent temporary authority to operate
the six ICC-regulated subsidiaries of the Company ("Temporary
Authority"). On July 21, 1995, Parent received a further
informal opinion from the staff of the ICC that separate voting
trusts, identical to that submitted for Parent's acquisition of
Carolina Freight Carriers, except for appropriate name
substitutions, would effectively insulate Parent from unlawful
control of the Company's other ICC-regulated subsidiaries (the
"July 21 ICC Opinion").
A copy of such press release, the July 14 ICC Opinion,
Temporary Authority and the July 21 ICC Opinion are attached
hereto as Exhibits (c)(3), (c)(4), (c)(5) and (c)(6) are
incorporated herein in their entirety by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit No.
(c)(3) Text of Press Release dated July 21, 1995
issued by Parent.
(c)(4) July 14 ICC Opinion, dated July 14, 1995.
(c)(5) Temporary Authority, dated July 14, 1995.
(c)(6) July 21 ICC Opinion, dated July 21, 1995.
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.
Dated: July 26, 1995 ABC Acquisition
Corporation
By: /s/ DONALD L. NEAL
Name:
Title: Senior Vice President -
Chief Financial Officer
Arkansas Best Corporation
By: /s/ DONALD L. NEAL
Name:
Title: Senior Vice President and
Chief Financial Officer
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
(c)(3) Text of Press Release dated July 21, 1995 issued
by Parent.
(c)(4) July 14 ICC Opinion, dated July 14, 1995.
(c)(5) Temporary Authority, dated July 14, 1995.
(c)(6) July 21 ICC Opinion, dated July 21, 1995.
FOR IMMEDIATE RELEASE
ICC APPROVES ARKANSAS BEST VOTING TRUST
AND GRANTS TEMPORARY AUTHORITY
(Fort Smith, Arkansas, July 21, 1995) -- Arkansas Best
Corporation (NASDAQ/NMS: "ABFS") (Arkansas Best")
announced that it has received an informal opinion from
the staff of the Interstate Commerce Commission (the
"ICC") approving the form of the voting trust agreement
to be used in connection with its tender offer and
proposed merger with World Way corporation (NYSE: "WCN"
and PSE: "WCN") ("WorldWay"). In addition, the ICC has
granted Arkansas Best temporary authority to operate the
six ICC regulated subsidiaries of WorldWay.
Arkansas Best commenced a tender offer to purchase
all outstanding shares of WorldWay at $11.00 per share
net, which offer expires at 12:00 Midnight, New York City
time, on August 10, 1995, unless extended.
"We are pleased with the ICC's prompt action," said
Robert A. Young III, President and Chief Executive
Officer of Arkansas Best.
END OF RELEASE
For additional information, contact Mr. Randall Loyd at
501-785-6200.
Interstate Commerce Commission
Office of the Secretary
Washington, D.C. 20423-0001
July 14, 1995
Richard A. Allen, Esq.
Zuckert, Scoutt & Rasenberger
888 Seventeenth Street, N.W.
Washington, D.C. 20006-3939
Control No. 42-95
Dear Mr. Allen:
This responds to your letter requesting an informal
opinion under 49 CFR 1013, Guidelines for the Proper Use of
Voting Trusts.
The voting trust you enclose concerns acquisition of
control by Arkansas Best Corporation (ABC), of a Commission-
regulated broker and motor carrier, Carolina Freight Carriers
(Carolina). Control would be achieved through stock purchase by
ABC's wholly owned noncarrier subsidiary, ABC Acquisition
(Acquisition), of WorldWay Corporation (Worldway), Carolina's
non-carrier parent. ABC, a noncarrier, presently owns and
controls several Commission-regulated motor carrier and broker
subsidiaries.
Use of the voting trust is intended to avoid
unauthorized common control of Carolina by ABC.
Under the terms of the trust, immediately on acquiring
a majority of Worldway's common stock, Acquisition would cause
Worldway to deposit Carolina's stock in an independent,
irrevocable voting trust, pending the effective date of a Notice
of Exemption under 49 CFR 1186.
I have reviewed the draft voting trust, as amended, and
it is my informal opinion that it effectively insulates ABC from
unauthorized control of Carolina.
Sincerely,
Vernon A. Williams
Secretary
INTERSTATE COMMERCE COMMISSION
DECISION
No. MC-F-20745 TA
ARKANSAS BEST CORPORATION
--CONTROL EXEMPTION--
WORLDWAY CORPORATION
Decided: July 14, 1994
On July 11, 1995, Arkansas Best Corporation (lessee)
(noncarrier), of Fort Smith, AR, filed an application
under 49 U.S.C. 11349 for temporary authority (TA) to
operate through management and control the outstanding
stock of Worldway Corporation (lessor) (noncarrier), of
Charlotte, NC, pending the final disposition of a
concurrently filed finance exemption under 49 U.S.C.
11343(e). Lessee currently controls seven other
regulated motor carriers. Lessee also owns and controls
a newly-created non carrier subsidiary, ABC Acquisition
Corporation (Acquisition). Worldway is a noncarrier
holding company parent of six regulated motor carriers,
Carolina Freight Carriers Corporation (MC-2253), G. I.
Trucking Company (MC-99685), Red Arrow Freight Lines,
Inc. (MC-2226), Cardinal Freight Carriers, Inc. (MC-
154105), The Complete Logistics Company (MC-224589), and
Carotrans International, Inc. (MC-283169).
Applicants have demonstrated that the failure to
grant TA may result in destruction of or injury to
lessor's motor carrier properties, or substantially
interfere with their future usefulness in providing
adequate and continuous service to the public.
Accordingly, the TA should be granted. See 49 U.S.C.
11349(a).
This action will not significantly affect either the
quality of the human environment or the conservation of
energy resources.
It is ordered:
(1) Lessee is authorized to assume temporary
control of lessor through management for a period of 180
days. However, pursuant to 49 CFR 1163.1(a)(2), this
authority shall be extended until final disposition of
the related petition for exemption, unless otherwise
ordered by the Commission.
(2) The authority granted by this decision will
terminate unless lessee has:
(a) assumed control of lessor through
management;
(b) confirmed this in writing to the
Commission; and
(c) filed with the Commission 3 copies of the
approved management agreement, if this has
not previously been done.
No. MC-20745 TA 2
By the Commission, the Motor Carrier Board.
(SEAL) Vernon A. Williams
Secretary
Interstate Commerce Commission
Washington, D.C. 20423-0001
July 21, 1995
Richard A. Allen, Esq.
Zuckert, Scoutt & Rasenberger
888 Seventeenth Street, N.W.
Washington, D.C. 20006-3939
Control No. 43-95
Dear Mr. Allen:
This refers to my July 14, 1995 informal
opinion concerning the voting trust you submitted
regarding acquisition of control by Arkansas Best
Corporation (ABC) of Carolina Freight Carriers (Carolina)
through stock purchase of Carolina's noncarrier parent,
Worldway Corporation (Worldway). That opinion expressed
the informal view that the voting trust would insulate
ABC from unauthorized control of Carolina.
As indicated by you, the transaction includes
acquisition by ABC of control of other Worldway
subsidiaries that are Commission-regulated entities, and
that it is the parties' intention to place the voting
stock of each such entity in separate voting trusts.
These voting trusts would be substantially the same as
the one submitted by you.
It is my further informal opinion that separate
voting trusts identical to that submitted for ABC's
acquisition of Carolina, except for appropriate name
substitutions, would effectively insulate ABC from
unlawful control of Worldway's other Commission-regulated
subsidiaries.
Sincerely,
Vernon A. William
Secretary
