SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
American Freightways Corporation
(Name of Issuer)
Common Stock, Par Value $0.01
(Title of Class of Securities)
02629V108
(CUSIP Number)
Kevin J. Comeau, Esq.
c/o Orbis Investment Management Limited
34 Bermudiana Road
Hamilton HM 11
Bermuda
(441) 296-3000
(Name, address and telephone number of person
authorized to receive notices and communications)
September 3, 1997
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
* 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 purposes 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>
SCHEDULE 13D
CUSIP No. 02629V108 Page 2 of 16 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Orbis Optimal Global Fund, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [ ]
GROUP* (b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 56,000
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
56,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
56,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
0.2%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 02629V108 Page 3 of 16 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Orbis Asset Management Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [ ]
GROUP* (b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 56,000
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
56,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
56,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
0.2%
14 TYPE OF REPORTING PERSON*
CO, IA
<PAGE>
SCHEDULE 13D
CUSIP No. 02629V108 Page 4 of 16 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Orbis Investment Management Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [ ]
GROUP* (b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 1,601,000
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
1,601,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,601,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
5.1%
14 TYPE OF REPORTING PERSON*
CO; IA
<PAGE>
SCHEDULE 13D
CUSIP No. 02629V108 Page 5 of 16 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Orbis Global Equity Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [ ]
GROUP* (b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 1,601,000
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
1,601,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,601,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
5.1%
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
Item 1. Security and Issuer. Page 6 of 16 Pages
- ------ -------------------
This statement relates to the Common Stock, par value $0.01 per
share (the "Common Stock"), issued by American Freightways Corporation, an
Arkansas corporation (the "Company"), whose principal executive offices are at
2200 Forward Drive, Harrison, Arkansas 72601.
Item 2. Identity and Background.
- ------ -----------------------
(a) This statement is filed by (i) Orbis Optimal Global Fund, L.P.
("Orbis Optimal"), a Delaware limited partnership, with respect to the shares
of Common Stock owned by it, (ii) Orbis Global Equity Limited ("Orbis
Global"), a Bermuda registered mutual fund company, with respect to the shares
of Common Stock owned by it, (iii) Orbis Asset Management Limited ("OAML"), a
Bermuda corporation and the sole general partner of Orbis Optimal, with
respect to the shares of Common Stock owned by Orbis Optimal, and (iv) Orbis
Investment Management Limited ("OIML"), a Bermuda corporation, with respect to
the shares of Common Stock owned by Orbis Global. The foregoing entities are
hereinafter referred to collectively as the "Reporting Persons." Any
disclosures herein with respect to persons other than the Reporting Persons
are made on information and belief after making inquiry to the appropriate
party.
Orbis Optimal is a private investment limited partnership, the sole
general partner of which is OAML. As the sole general partner of Orbis
Optimal, OAML has the power to vote and dispose of the shares of Common Stock
owned by Orbis Optimal and, accordingly, may be deemed the "beneficial owner"
<PAGE>
Page 7 of 16 Pages
of such shares. The executive officers and directors of OAML are Kevin J.
Comeau, a Canadian citizen and William B. Gray, a United States citizen.
Orbis Global is a Bermuda registered mutual fund, and pursuant to an
investment management agreement, OIML currently has the power to vote and
dispose of the shares of Common Stock held for the account of Orbis Global
and, accordingly, may be deemed the "beneficial owner" of such shares. Mr.
Comeau and Mr. Gray, as well as Faith A. Conyers, a Bermudian citizen,
Geoffrey M. Gardner, a Bermudian citizen and Alan Gilbertson, a British
citizen are together the executive officers and directors of OIML.
(b) The address of the principal business and principal office of
Orbis Optimal, Orbis Global, OAML, OIML, Mr. Comeau, Ms. Conyers, Mr. Gray,
Mr. Gardner and Mr. Gilbertson is c/o Orbis Investment Management Limited, 34
Bermudiana Road, Hamilton HM 11, Bermuda.
(c) The present principal business of Orbis Optimal is that of a
private investment fund, engaging in the purchase and sale of securities for
investment for its own account. The present principal business of Orbis
Global is that of a Bermuda registered mutual fund, engaging in the purchase
and sale of securities for investment for its own account. The present
principal business of OAML is that of a private investment firm (which also
acts as the sole general partner of Orbis Optimal), engaging in
the purchase and sale of securities for investment on behalf of Orbis Optimal.
The present principal business of OIML is that of a private investment firm
engaging in the purchase and sale of securities for investment on behalf of
certain other entities, including Orbis Global. The present principal
occupations of Mr. Comeau and Mr. Gray are directing the activities of OAML
<PAGE>
Page 8 of 16 Pages
and OIML. The present principal occupations of Ms. Conyers, Mr. Gardner and
Mr. Gilbertson are directing the activities of OIML.
(d) None of the persons referred to in paragraph (a) above has,
during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) None of the persons referred to in paragraph (a) above has,
during the last five years, been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
Federal or state securities laws or finding any violation with respect to such
laws.
(f) Mr. Comeau is a Canadian citizen, Ms. Conyers and Mr. Gardner
are Bermudian citizens, Mr. Gray is a United States citizen and Mr. Gilbertson
is a British citizen. Orbis Optimal is a Delaware limited partnership. Orbis
Global is a Bermuda registered mutual fund company. Each of OAML and OIML is
a Bermuda corporation.
Item 3. Source and Amount of Funds or Other Consideration.
- ------ -------------------------------------------------
The net investment cost (including commissions) is (i)
$20,921,543.60 for the 1,601,000 shares of Common Stock held by Orbis Global;
and (ii) $747,839.90 for the 56,000 shares of Common Stock held by Orbis
Optimal. The shares of Common Stock purchased by Orbis Optimal were purchased
with its investment capital, and the shares of Common Stock purchased by Orbis
Global were purchased with its investment capital.
<PAGE>
Page 9 of 16 Pages
Item 4. Purpose of Transaction.
- ------ ----------------------
The purpose of the acquisition of the shares of Common Stock by each
of the Reporting Persons is for investment. Each Reporting Person may make
further purchases of Common Stock from time to time and may dispose of any or
all of the shares of Common Stock held by it at any time. Neither any
Reporting Person nor any of the persons identified in response to Item 2(a)
has any plan or proposal which relates to, or could result in, any of the
matters referred to in paragraphs (b) through (j), inclusive, of Item 4 of
Schedule 13D. Such entities and persons may, at any time and from time to
time, review or reconsider their position with respect to the Company, and
formulate plans or proposals with respect to any of such matters, but have no
present intention of doing so.
Item 5. Interest in Securities of the Issuer.
- ------ -------------------------------------
(a) As of the close of business of the date of this filing, (i)
Orbis Optimal owns beneficially 56,000 shares of Common Stock, constituting
approximately 0.2% of the shares outstanding; (ii) Orbis Global owns
beneficially 1,601,000 shares of Common Stock, constituting approximately 5.1%
of the shares outstanding; (iii) OAML owns beneficially 56,000 shares of
Common Stock, constituting approximately 0.2% of the shares outstanding (such
amounts are inclusive of the amounts reported by Orbis Optimal pursuant to
clause (i) herein); and (iv) OIML owns beneficially 1,601,000 shares of Common
Stock, constituting approximately 5.1% of the shares outstanding (such amounts
are inclusive of the amounts reported by Orbis Global pursuant to clause (ii)
herein). OAML, OIML, Mr. Comeau, Ms. Conyers, Mr. Gray, Mr. Gardner and
<PAGE>
Page 10 of 16 Pages
Mr. Gilbertson own directly no shares of Common Stock. By reason of the
provisions of Rule 13d-5(b)(1) under the Act, the Reporting Persons comprising
the foregoing group may be deemed to own 1,657,000 shares, constituting
approximately 5.3% of the shares outstanding. The percentages used herein are
calculated based upon the 31,365,572 shares of Common Stock issued and
outstanding reported by the Company on its Form 10-Q dated June 30, 1997.
(b) Orbis Optimal has the power to vote and to dispose of the
shares of Common Stock owned by it, which power may be exercised by OAML as
the sole general partner of Orbis Optimal. OIML is party to an investment
management contract pursuant to which OIML has investment responsibility with
respect to securities held by Orbis Global. Additionally, OAML has appointed
OIML to provide research and to recommend investments to OAML, which may be
used by OAML in the exercise of its power to vote and to dispose of its shares
of Common Stock owned by Orbis Optimal. OIML has no investment responsibility
with respect to securities held by Orbis Optimal.
(c) The trading dates, number of shares purchased or sold and price
per share (including commissions) for all transactions by the Reporting
Persons during the past 60 days are set forth in Schedule A hereto. All such
transactions were open market transactions and were effected on the National
Market System of the National Association of Securities Dealers Automated
Quotation System. No other transactions were effected by any of the persons
named in response to Item 5(a) above during such period.
(d) No person other than each respective record owner referred to
herein of shares of Common Stock is known to have the right to receive or the
<PAGE>
Page 11 of 16 Pages
power to direct the receipt of dividends from or the proceeds of sale of such
shares of Common Stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
- ------ Respect to Securities of the Issuer.
-------------------------------------------------------------
Except as described above, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named
in Item 2 hereof or between or among such persons and any other person with
respect to any securities of the Company, including but not limited to
transfer or voting of any other securities, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, divisions
of profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
- ------ --------------------------------
1. There is filed herewith as Exhibit 1 a written agreement
relating to the filing of joint acquisition statements as required by Rule
13d-l(f)(1) under the Securities Exchange Act of 1934.
<PAGE>
Page 12 of 16 Pages
SIGNATURES
After reasonable inquiry and to the best of our knowledge and
belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated: September 11, 1997
ORBIS OPTIMAL GLOBAL FUND, L.P.
By: ORBIS ASSET MANAGEMENT LIMITED
By:/s/ Kevin J. Comeau
Name: Kevin J. Comeau
Title: Vice President
ORBIS GLOBAL EQUITY LIMITED
By:/s/ Kevin J. Comeau
Name: Kevin J. Comeau
Title: Secretary and General Counsel
ORBIS ASSET MANAGEMENT LIMITED
By:/s/ Kevin J. Comeau
Name: Kevin J. Comeau
Title: Vice President
ORBIS INVESTMENT MANAGEMENT LIMITED
By:/s/ Kevin J. Comeau
Name: Kevin J. Comeau
Title: Secretary and General Counsel
<PAGE>
Page 13 of 16 Pages
Schedule A
Orbis Optimal Global Fund, L.P.
Transactions in the Common Stock
Date of Number of Price Per Share
Transaction Shares Purchased (including commissions)
- ------------------------------------------------------------------------------
9/3/97 13,000 $16.25
<PAGE>
Page 14 of 16 Pages
Schedule A
Orbis Global Equity Limited
Transactions in the Common Stock
Date of Number of Price Per Share
Transaction Shares Purchased (including commissions)
- ------------------------------------------------------------------------------
9/3/97 81,000 $16.25
9/9/97 80,000 $16.25
<PAGE>
Page 15 of 16 Pages
EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(f)(1)
____________________________
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13D is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13D shall be filed on
behalf of each of the undersigned without the necessity of filing additional
joint acquisition statements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him or it contained therein, but
shall not be responsible for the completeness and accuracy of the information
<PAGE>
Page 16 of 16 Pages
concerning the other, except to the extent that he or it knows or has reason
to believe that such information is inaccurate.
Dated: September 11, 1997
ORBIS OPTIMAL GLOBAL FUND, L.P.
By: ORBIS ASSET MANAGEMENT LIMITED
By:/s/Kevin J. Comeau
Name: Kevin J. Comeau
Title: Vice President
ORBIS GLOBAL EQUITY LIMITED
By:/s/Kevin J. Comeau
Name: Kevin J. Comeau
Title: Secretry and General Counsel
ORBIS ASSET MANAGEMENT LIMITED
By:/s/Kevin J. Comeau
Name: Kevin J. Comeau
Title: Vice President
ORBIS INVESTMENT MANAGEMENT LIMITED
By:/s/Kevin J. Comeau
Name: Kevin J. Comeau
Title: Secretary and General Counsel
<PAGE>
