SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2
(FINAL AMENDMENT)
TO
SCHEDULE 14D-1
Tender Offer Statement
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
and
SCHEDULE 13D
Statement Under Section 13(d) of the Securities Exchange Act of 1934
WORLDWAY CORPORATION
(Name of Subject Company)
ABC ACQUISITION CORPORATION
ARKANSAS BEST CORPORATION
(Bidders)
COMMON STOCK, $0.50 PAR VALUE
(Title of Class of Securities)
98155F 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)
COPIES TO:
PETER A. ATKINS, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
(212) 735-3000
14D-1
CUSIP No. 98155F 10 3
1. Name of Reporting Persons:
S.S. or I.R.S. Identification No. of Above Person
ABC ACQUISITION CORPORATION
2. Check the appropriate box if a member of a group
(a) ( )
(b) ( )
3. SEC use only
4. Source of funds:
BK, AF
5. Check if disclosure of legal proceedings is
required pursuant to items 2(e) or 2(f) ( )
6. Citizenship or place of organization:
NORTH CAROLINA
7. Aggregate amount beneficially owned by each
reporting person:
5,964,030
8. Check if the aggregate amount in row (7) excludes
certain shares ( )
9. Percent of class represented by amount in row (7):
91%
10. Type of reporting person:
CO
14D-1
CUSIP No. 98155F 10 3
1. Name of reporting persons:
S.S. or I.R.S. Identification No. of above person
ARKANSAS BEST CORPORATION (71-0673405)
2. Check the appropriate box if a member of a group
(a) ( )
(b) ( )
3. SEC use only
4. Source of funds:
BK
5. Check if disclosure of legal proceedings is
required pursuant to items 2(e) or 2(f) ( )
6. Citizenship or place of organization:
DELAWARE
7. Aggregate amount beneficially owned by each
reporting person:
5,964,030
8. Check if the aggregate amount in row (7) excludes
certain shares ( )
9. Percent of class represented by amount in row (7):
91%
10. Type of reporting person:
CO
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. 2 (Final
Amendment) to Schedule 14D-1, filed on behalf of the
Purchaser and Parent, also constitutes the Statement on
Schedule 13D of the Purchaser and Parent with respect to
certain Shares which they may be deemed to beneficially
own, as described herein.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
The information set forth in Item 6 is hereby
amended and supplemented by the following information:
The Offer expired at 12:00 midnight, New York
City time, on August 10, 1995. According to a preliminary
count by First Union National Bank of North Carolina,
depositary for the Offer, as of 12:00 midnight, New York
City time, on August 10, 1995, there were validly tendered
pursuant to the Offer 5,964,030 Shares (including 53,168
Shares tendered by means of notices of guaranteed
delivery), representing approximately 91% of the Shares
currently outstanding. Pursuant to the Offer, the
Purchaser accepted for payment all such Shares validly
tendered according to the terms of the Offer.
The information set forth in the press release
issued by Parent on August 11, 1995 and filed as Exhibit
(a)(12) to this Amendment No. 2 (Final Amendment) is
hereby incorporated by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(12) Press release issued by Parent on August 11, 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: August 11, 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
(a)(12) Press release issued by Parent on August 11, 1995.
ARKANSAS BEST CORPORATION ANNOUNCES COMPLETION
OF TENDER OFFER FOR WORLDWAY CORPORATION
(Fort Smith, Arkansas, August 11, 1995) -- Arkansas
Best Corporation (NASDAQ/NMS: "ABFS") announced today the
successful completion of its tender offer to acquire all
outstanding shares of common stock of WorldWay Corporation
(NYSE: "WCN" and PSE: "WCN") at $11.00 per share in
cash. Approximately 5,964,030 shares of WorldWay common
stock have been tendered pursuant to the tender offer,
according to a preliminary count by First Union National
Bank of North Carolina, the depositary for the tender
offer. This represents approximately 91% of WorldWay's
outstanding shares of common stock. Arkansas Best
Corporation stated that it expects to commence paying for
all validly tendered shares on Monday, August 14, 1995.
END OF RELEASE
For further information, contact Mr. Randall M. Loyd,
Director of Financial Reporting, at (501) 785-6200.
