<PAGE>
Registration No. 33-63674
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
AMERICAN FREIGHTWAYS CORPORATION
(Exact name of Registrant as specified in its charter)
Arkansas 74-2391754
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
2200 Forward Drive
Harrison, Arkansas 72601
(870) 741-9000
(Address, including zip code, of
principal executive offices)
_____________________________________
AMERICAN FREIGHTWAYS CORPORATION
AMENDED AND RESTATED 1993 STOCK OPTION PLAN
(Full title of the plan)
______________________________________
Frank Conner
2200 Forward Drive
Harrison, Arkansas 72601
(870) 741-9000
(Name and address, including zip code, and telephone number,
including area code, of agent for service)
Copies of all correspondence to:
Richard N. Massey
Kutak Rock
425 West Capitol Avenue
Suite 1100
Little Rock, Arkansas 72201
(501) 975-3000
________________________________________
<PAGE>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Amount Maximum Maximum
Securities To Be Offering Aggregate Amount of
to be Registered Price Offering Registration
Registered Per Share Price Fee
Common Stock, 2,000,000 $17.35(3) $34,700,000(3) $9,646.60
$0.01 Par Value(1) shares(2)
(1) Includes associated share purchase rights pursuant to a
Rights Agreement adopted by American Freightways Corporation (the
"Company").
(2) Represents additional shares of Common Stock issuable
under the American Freightways Corporation Amended and Restated
1993 Stock Option Plan (the "Plan"), by virtue of an amendment to
the Plan increasing the number of shares issuable thereunder from
2,000,000 to 4,000,000. Pursuant to Rule 416, there are also
registered hereunder an indeterminate number of additional shares
as may become subject to the Plan as a result of the antidulation
provisions contained therein.
(3) This calculation is estimated solely for the purpose of
determining the registration fee pursuant to Rule 457(c) and (h)
under the Securities Act of 1933. The registration fee for the
2,000,000 additional shares of Common Stock which may be issued
pursuant to the Plan is based upon the high and low sales price for
the Common Stock, $17.35, on May 3, 1999, as prescribed by Rule
457(c).
________________________________________
INCORPORATION OF PREVIOUS REGISTRATION STATEMENT BY REFERENCE
The contents of the previous Registration Statement on Form S-
8, Registration No. 33-63674, previously filed with the Securities
and Exchange Commission by American Freightways Corporation (the
"Company") are incorporated herein by this reference.
REGISTRATION OF ADDITIONAL SECURITIES
The Company has previously registered an aggregate 2,000,000
shares of its Common Stock, $0.01 par value, issuable under the
American Freightways Corporation Amended and Restated 1993 Stock
Option Plan (the "Plan"). On April 15, 1999, the shareholders of
the Company approved an amendment to the Plan, increasing the
number of shares of Common Stock issuable thereunder from 2,000,000
to 4,000,000. This Registration Statement is being filed pursuant
to General Instruction E to Form S-8 to register such additional
shares issuable under the Plan.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
5.1 Opinion of Kutak Rock (filed herewith).
23.1 Consent of Kutak Rock (included in the opinion
filed as Exhibit 5 herewith).
23.2 Consent of Ernst & Young LLP (filed herewith)
24.1 Powers of Attorney (filed herewith).
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Company certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this Post-Effective Amendment No. 1 to the
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Harrison,
State of Arkansas, on May 7, 1999.
AMERICAN FREIGHTWAYS CORPORATION
By: /s/ Frank Conner
-----------------------------
Frank Conner
Executive Vice President
Accounting & Finance,
Chief Financial Officer and
Director
(Principal Accounting Officer)
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following
persons in the capacities and on the date indicated:
Signature Title Date
/s/ F. S. Garrison Chairman of the Board of May 7, 1999
- -------------------- Directors and
(F. S. Garrison) Chief Executive Officer
(Principal Executive
Officer)
/s/ Frank Conner Executive Vice President- May 7, 1999
- -------------------- Accounting & Finance,
(Frank Conner) Chief Financial Officer
and Director
(Principal Accounting
Officer)
/s/ Tom Garrison Director May 7, 1999
- --------------------
(Tom Garrison)
/s/ Will Garrison Director May 7, 1999
- --------------------
(Will Garrison)
*John Paul Director May 7, 1999
Hammerschmidt
- --------------------
(John Paul
Hammerschmidt)
*T. J. Jones Director May 7, 1999
- --------------------
(T. J. Jones)
*Ken Reeves Director May 7, 1999
- --------------------
(Ken Reeves)
<PAGE>
*William Stiritz Director May 7, 1999
- --------------------
(William Stiritz)
*Doyle Z. Williams Director May 7, 1999
- --------------------
(Doyle Z. Williams)
The undersigned, by signing his name hereto, does sign and
execute this Post-Effective Amendment No. 1 to the Registration
Statement as of this 7th day of May, 1999, pursuant to the Powers
of Attorney executed on behalf of the above-named officers and
directors and contemporaneously filed herewith with the Securities
and Exchange Commission.
*By: /s/ Frank Conner
-------------------------
(Frank Conner)
Attorney-in-Fact
<PAGE>
INDEX TO EXHIBITS
Number Exhibit
- ------ -------
5.1 Opinion of Kutak Rock (filed herewith).
23.1 Consent of Kutak Rock (included in the opinion in
Exhibit 5).
23.2 Consent of Ernst & Young LLP (filed herewith)
24.1 Powers of Attorney (filed herewith).
<PAGE>
Exhibit 5.1
May 7, 1999
American Freightways Corporation
2200 Forward Drive
Harrison, Arkansas 72601
Re: REGISTRATION ON FORM S-8 OF SHARES OF COMMON STOCK
PAR VALUE $0.01 PER SHARE, OFFERED PURSUANT TO THE
AMERICAN FREIGHTWAYS CORPORATION AMENDED AND
RESTATED 1993 STOCK OPTION PLAN
Ladies and Gentlemen:
We are acting as counsel to American Freightways Corporation,
an Arkansas corporation (the "Company") in connection with the
registration under the Securities Act of 1933, as amended, of
2,000,000 additional shares (the "Shares") of common stock, par
value $0.01 per share, of the Company to be issued pursuant to the
American Freightways Corporation Amended and Restated 1993 Stock
Option Plan (the "Plan").
We have examined such documents, records, and matters of law
as we have deemed necessary for purposes of this opinion. Based on
such examination and on the assumptions set forth below, we are of
the opinion that the Shares to be offered and sold, when issued and
delivered in accordance with the terms and provisions of the Plan,
against receipt of the consideration provided for therein, will be
validly issued, fully paid, and nonassessable.
In rendering this opinion, we have (i) assumed and have not
independently verified (a) the due authorization, execution and
delivery of the Plan, (b) that all signatures on all certificates
and other documents examined by us are genuine, and that, where any
such signature purports to have been made in a corporate,
governmental or other capacity, the person who affixed such
signature to such certificate or other document had authority to do
so, and (c) the authenticity of all documents submitted to us as
originals and the conformity to original documents of all documents
submitted to us as copies, and (ii) as to certain factual matters,
relied upon certificates of public officials and of the Company and
its officers and have not independently checked or verified the
accuracy of the factual statements contained therein. In addition,
our examination of matters of law has been limited to the laws of
the State of Arkansas and the federal laws of the United States of
America, in each case in effect on the date hereof.
We hereby consent to the filing of this opinion as Exhibit 5
to the Registration Statement.
Very truly yours,
/s/ Kutak Rock
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the
Registration Statement (Form S-8 dated May 7, 1999) pertaining to
the American Freightways Corporation Amended and Restated 1993
Stock Option Plan for the registration of 2,000,000 additional
shares of American Freightways Corporation common stock of our
report dated January 20, 1999, with respect to the consolidated
financial statements and schedule of American Freightways
Corporation incorporated by reference in its Annual Report (Form 10-
K) for the year ended December 31, 1998 filed with the Securities
and Exchange Commission.
/s/ Ernst & Young, LLP
Ernst & Young, LLP
Little Rock, Arkansas
May 7, 1999
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned, a
director or officer, or both, of American Freightways Corporation
(the "Corporation"), acting pursuant to authorization of the Board
of Directors of the Corporation, hereby appoints either of Tom
Garrison and Frank Conner, attorneys-in-fact and agents for me and
in my name and on my behalf, individually and as a director or
officer, or both, of the Corporation, to sign one or more
Registration Statements on Form S-8, together with all necessary
exhibits, and any amendments (including post effective amendments)
and supplements thereto, to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended
(the "Act"), with respect to the issuance and sale of shares of
common stock, $0.01 par value, of the Corporation to be issued or
delivered in accordance with the American Freightways Corporation
1999 Chairman Stock Option Plan, the American Freightways
Corporation 1999 Employee Stock Purchase Plan and the American
Freightways Amended and Restated 1993 Stock Option Plan, and
generally to do and perform all things necessary to be done in
connection with the foregoing as fully in all respects as I could
do personally.
IN WITNESS WHEREOF, I have hereunto set my hand this 7th day
of May, 1999.
Signed:/s/ F. S. Garrison
----------------------------
Name: F. S. GARRISON
Signed:/s/ Frank Conner
----------------------------
Name: FRANK CONNER
Signed:/s/ Tom Garrison
----------------------------
Name: TOM GARRISON
Signed:/s/ Will Garrison
----------------------------
Name: WILL GARRISON
Signed:/s/ John Paul Hammerschmidt
----------------------------
Name: JOHN PAUL HAMMERSCHMIDT
Signed:/s/ T. J. Jones
----------------------------
Name: T. J. JONES
Signed:/s/ Ken Reeves
----------------------------
Name: KEN REEVES
Signed: /s/ William Stiritz
----------------------------
Name: WILLIAM STIRITZ
Signed: /s/ Doyle Z. Williams
----------------------------
Name: DOYLE Z. WILLIAMS
