UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 1)
AMERICAN FREIGHTWAYS CORPORATION
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
(Title of Class of Securities)
02629V108
(CUSIP Number)
JAMES J. DORR, ESQ.
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)
March 2, 1999
(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 that is the subject of this Schedule 13D, and is
filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule
13d-7(b) 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 on 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>
CUSIP No. 02629V108 13D Page 2 of 10 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 55,000
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
55,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
55,000
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>
CUSIP No. 02629V108 13D Page 3 of 10 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 55,000
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
55,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
55,000
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>
CUSIP No. 02629V108 13D Page 4 of 10 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 1,080,000
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
1,080,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,080,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
3.4%
14 TYPE OF REPORTING PERSON*
CO; IA
<PAGE>
CUSIP No. 02629V108 13D Page 5 of 10 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Orbis Global Equity Fund 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 1,080,000
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
1,080,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,080,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
3.4%
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
CUSIP No. 02629V108 13D Page 6 of 10 Pages
This Amendment No. 1 amends the statement on Schedule 13D which was
filed on September 11, 1997 by the undersigned with respect to the
common stock, par value $0.01 per share (the "Common Stock"), issued by
American Freightways Corporation, an Arkansas corporation (the
"Company"). Capitalized terms used herein and not otherwise defined in
this Amendment have the meanings set forth in the Schedule 13D. Except
as specifically provided herein, this Amendment does not modify any of
the information previously reported on Schedule 13D.
* * *
Item 3 is hereby supplemented as follows:
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The net investment cost (including commissions, if any) of the
shares of Common Stock purchased by Orbis Asset Management Limited and
Orbis Investment Management Limited since the filing of Schedule 13D is
$486,375.00 and $717,375.50, respectively.
* * *
The following paragraph of Item 5 is hereby amended and restated as
follows:
ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER
(a) As of the close of business of the date of this filing,
(i) Orbis Optimal owns beneficially 55,000 shares of Common Stock,
constituting approximately 0.2% of the shares outstanding; (ii) Orbis
Global owns beneficially 1,080,000 shares of Common Stock, constituting
approximately 3.4% of the shares outstanding; (iii) OAML owns
beneficially 55,000 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 1,080,000 shares of Common Stock,
constituting approximately 3.4% of the shares outstanding (such amounts
are inclusive of the amounts reported by Orbis Global pursuant to clause
(ii) herein). OAML, OIML and Mr. James J. Dorr, Ms. Conyers, Mr. Allan
Gray, Mr. William Gray, Mr. Gardner and Mr. Gilbertson, the directors
and officers of OIML, 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 1,135,000
shares, constituting approximately 3.6% of the shares outstanding. The
percentages used herein are calculated based upon the 31,759,423 shares
of Common Stock issued and outstanding as of February 18, 1999, as
reflected in the Company's annual report on Form 10-K filed with the
Securities and Exchange Commission (the "Commission") for the fiscal
year ended December 31, 1998 (which is the most recent form 10-K).
<PAGE>
CUSIP No. 02629V108 13D Page 7 of 10 Pages
* * *
The following paragraph of Item 5 is hereby supplemented as
follows:
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(c) The trading dates, number of shares of Common Stock
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 Schedules A and B 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.
* * *
The following paragraph of Item 5 is hereby amended and restated as
follows:
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(e) As of January 29, 1999 the Reporting Persons ceased to be
the beneficial owners of more than five percent of the Company's Common
Stock.
<PAGE>
Page 8 of 10 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: April 9, 1999
ORBIS OPTIMAL GLOBAL FUND, L.P.
By: ORBIS ASSET MANAGEMENT LIMITED
By:/s/ James J. Dorr
Name: James J. Dorr
Title: Vice President
ORBIS GLOBAL EQUITY FUND LIMITED
By:/s/ James J. Dorr
Name: James J. Dorr
Title: Secretary and General Counsel
ORBIS ASSET MANAGEMENT LIMITED
By:/s/ James J. Dorr
Name: James J. Dorr
Title: Vice President
ORBIS INVESTMENT MANAGEMENT LIMITED
By:/s/ James J. Dorr
Name: James J. Dorr
Title: Secretary and General Counsel
<PAGE>
Page 9 of 10 Pages
Schedule A
Orbis Optimal Global Fund, L.P.
Transactions in the Common Stock
Date of Number of Price Per Share
Transaction Shares Purchased/(Sold) (including commissions, if any)
- -----------------------------------------------------------------------
02/26/99 (5,000) $15.7557
03/01/99 (2,000) $15.0810
03/02/99 (5,000) $14.9500
03/08/99 (23,000) $15.4375
03/31/99 15,000 $12.6750
04/09/99 (10,000) $14.9375
<PAGE>
Page 10 of 10 Pages
Schedule B
Orbis Global Equity Fund Limited
Transactions in the Common Stock
Date of Number of Price Per Share
Transaction Shares Purchased/(Sold) (including commissions, if any)
- -----------------------------------------------------------------------
02/26/99 (50,000) $15.7557
03/01/99 (25,000) $15.0810
03/02/99 (50,000) $14.6875
03/02/99 (45,000) $14.9500
03/03/99 (30,000) $14.8750
03/10/99 (10,000) $16.0000
03/11/99 (80,000) $16.0625
03/15/99 (10,000) $15.7500
03/18/99 (25,000) $15.0750
03/31/99 10,000 $12.6750
04/06/99 (5,000) $14.0625
