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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): DECEMBER 21, 2000
AMERICAN FREIGHTWAYS CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware 34-0-17570 74-2391754
(State of Incorporation) (Commission File (IRS Employer
Number) Identification No.)
2200 FORWARD DRIVE, HARRISON, ARKANSAS 72601
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (870) 741-9000
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 1. Changes in Control of Registrant
On December 22, 2000, FedEx Corporation, a Delaware corporation ("FedEx"),
announced the preliminary results of the successful completion of its cash
tender offer (the "Offer"), made through its wholly-owned subsidiary FDX, Inc.
("FDX"), to purchase up to 50.81% of the outstanding shares of common stock and
associated rights of American Freightways Corporation (the "Company") at a price
of $28.13 per share. The cash tender offer expired at 12:00 midnight, Eastern
Standard Time, on Thursday, December 21, 2000. Based on the preliminary count,
approximately 16,964,992 shares were properly tendered and not withdrawn. FedEx
has informed the Company that it will accept the properly tendered shares on a
pro rata basis upon the final determination of the proration factor. The text of
FedEx's press release, dated December 22, 2000, announcing the completion of the
Offer is filed as Exhibit 99.1 hereto and incorporated herein by reference.
Following the completion of the Offer, FedEx and its subsidiaries will own of
record approximately 50.8% of the outstanding common stock of the Company. In
addition, pursuant to the Voting Agreement among FedEx and certain members of
the Garrison family, FedEx may be deemed to be a beneficial owner of an
additional 34% of the outstanding common stock of the Company. The amount and
source of consideration used by FedEx to complete the Offer are described in
Amendment No. 3 to the Schedule TO filed by FedEx with the Securities and
Exchange Commission, and is incorporated herein by reference.
The board of directors will be reconstituted in accordance with the terms
of the Agreement and Plan of Merger, dated November 12, 2000, among FDX, FedEx
and the Company. T.J. Jones, Doyle Z. Williams, John Paul Hammerschmidt,
William P. Stiritz, and Ken Reeves are expected to resign as directors and be
replaced by designees of FedEx.
The Offer will be followed by the merger of the Company into FDX as soon as
practicable. The completion of the merger is subject to certain conditions,
including the approval of the merger by the Company's shareholders. The Company
anticipates that the special meeting of the Company's shareholders will be held
in February 2001. Upon completion of the merger, each remaining outstanding
share of common stock of the Company will be converted into the right to receive
that certain number of shares of FedEx common stock determined by dividing
$28.13 by the average closing price per share of FedEx common stock for a
defined period of trading days prior to the closing of the merger.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Not Applicable
(b) Not Applicable
(c) Exhibits
99.1 Press Release, dated December 22, 2000, of American Freightways
Corporation.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AMERICAN FREIGHTWAYS CORPORATION
Date: December 22, 2000 By: /s/ Frank Conner
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Frank Conner, Executive Vice President -
Accounting and Finance and Chief Financial
Officer
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