<PAGE>
Exhibit 99
Media Contact: Shirlee M. Clark
901-818-7463
Investor Contact: J. H. Clippard Jr.
901-818-7468
FOR IMMEDIATE RELEASE
FedEx Acquires American Freightways to Extend Reach
In Fast-Growing Regional Freight Market
American Freightways And Viking Freight Create New LTL Powerhouse
MEMPHIS, Tenn., Nov. 13, 2000 - FedEx Corporation (NYSE: FDX) and
regional freight carrier American Freightways Corporation (Nasdaq:
AFWY) today jointly announced an agreement for FedEx to acquire
American Freightways for $28.13 per share, or approximately $1.2
billion, including assumed debt, payable in cash and FedEx stock.
This transaction will be immediately accretive to FedEx earnings.
The acquisition will allow FedEx Corp., also the parent company of
Viking Freight, to extend its reach by expanding its reliable,
next-day regional less-than-truckload (LTL) freight service with
all-points coverage in 48 states. The joint revenues of American
Freightways and Viking will create the second-largest regional LTL
freight unit in the United States with revenue of more than $1.6
billion.
Leveraging 'A Perfect Strategic Fit'
"This acquisition is a perfect strategic fit that will give FedEx
a unique competitive advantage, generating incremental volume and
revenue that neither business could capture as a stand-alone,"
said Frederick W. Smith, Chairman, President and Chief Executive
Officer of FedEx Corp. "These two networks complement each other
geographically, matching Viking's leadership in the West with
American Freightways' strong presence throughout the Midwest, South
and Northeast. Extending our FedEx network also gives our customers
just what they need in today's high-speed, high-tech New Economy--
greater choice and flexibility in creating complete supply chain
solutions. Plus, it's a great fit for our people, who absolutely,
positively provide the industry's most reliable customer service.
"The American Freightways acquisition also fits into the FedEx
business strategy, with companies that operate independently,
focused on distinct market segments, yet compete collectively as
a single-source provider for all transportation, logistics and
e-commerce needs," Smith added. "We believe this business model
offers superior benefits, without
Page 1
<PAGE>
the inherent trade-offs of a one-size-fits-all approach. Our
complete portfolio of independent FedEx networks powerfully
demonstrates that the whole is greater than the sum of its parts."
Creating a Competitive Service Advantage
The primary focus of this new FedEx LTL freight group is on
intra-regional transportation, with day-definite delivery in
one to two business days; however, customer shipments may also
move across regions between the two networks. Shipments originating
with either American Freightways (AF) or Viking will move anywhere
in the country in up to four days as information systems become
integrated. That represents a competitive edge over national
long-haul LTL carriers, which typically take five to seven days
to move freight across the country. In addition, AF and Viking
will offer distinct advantages over stand-alone regional LTL
companies, with direct pickup and delivery, wider geographic
coverage and greater market density.
Each company's sales team will sell bundled multi-regional LTL
services. Over time, the entire FedEx sales force will also be
trained to cross-sell LTL services to FedEx Express and FedEx
Ground customers, which should generate incremental volume and
revenue in other FedEx transportation segments.
Viking and AF domestic service areas overlap only in Alaska,
Arizona, Colorado, Hawaii and New Mexico, and in Calexico,
Calif., and El Paso, Texas. Neither company currently serves
Montana or Wyoming. AF also serves the Caribbean, Guam, Puerto
Rico and South America, and both companies serve Canada and
Mexico.
Benefiting Shareholders, Customers and Employees
"For American Freightways, joining forces with FedEx is a
win-win situation for our shareholders, customers and employees,"
said Sheridan Garrison, Chairman and Founder of American
Freightways. "Our shareholders would receive approximately a 61%
premium to our most recent market price which we believe
represents a significant value to them. Our customers win
with the combination of AF and Viking, which will create a
flexible, regional LTL network that provides next-day or
second-day service within regions, with the option to move
shipments seamlessly on a multi-regional basis. Our AF
associates also win with greater long-term opportunities as
part of the FedEx family."
Garrison will become the thirteenth member of the FedEx
Corporation Board of Directors and will serve as Chairman
Emeritus and Founder of American Freightways.
Tom Garrison will continue as President and CEO of American
Freightways and will report to Douglas G. Duncan, who will
become President and CEO of a new FedEx LTL freight group
overseeing both AF and Viking operations. Also reporting
to Duncan will be Tilton Gore, currently a Viking Senior Vice
President, who will succeed Duncan as President and CEO of
Viking Freight.
Page 2
<PAGE>
"This acquisition will expand the FedEx LTL freight presence
much faster than growing Viking eastward, and each company
can continue to leverage the regional strength of its brand
name while operating as part of the global FedEx family,"
Duncan said. "Although there are no plans to merge these
two profitable companies, we do plan to explore all
opportunities for synergies."
For example, both companies previously relied on third-party
transportation services to extend their coverage areas. "By
joining forces, this new FedEx LTL freight group can sell a
more complete package of multi-regional services and capture
business that previously went to the competitors," Duncan
added.
Expanding in the Fast-Growing LTL Market
Industry experts predict the regional LTL market will grow by
nearly 10 percent per year from 2000 to 2004. LTL carriers
deliver bulk freight shipments weighing over 150 pounds that
can be moved entirely by truck and still meet
day-definite delivery requirements.
American Freightways and Viking Freight will operate
independently under their own brand names as part of the
FedEx family, which includes approximately 200,000 employees
and contractors at FedEx Express, FedEx Ground, FedEx Logistics,
FedEx Custom Critical, and FedEx Trade Networks. AF is based in
Harrison, Ark., with more than 17,000 associates in 40 states.
Viking is based in San Jose, Calif., and employs about 5,400
in 11 western states.
FedEx Corp. and American Freightways stated that they were both
comfortable with the First Call consensus earnings estimates for
their current quarters.
A conference call for media and financial analysts will be held
at 10:00 a.m. (EST) on November 13, 2000, and will be webcast at
www.fedex.com/us/investor relations. A replay of the conference
call webcast will be posted on the web site following the call
and will remain available for approximately two weeks.
About the Transaction
Both boards of directors have approved the transaction, and the
companies have signed a definitive agreement. The $1.2 billion
purchase includes $950 million in a half-cash, half-stock
transaction and the assumption of approximately $250 million in
American Freightways debt.
FedEx will make a cash tender offer for up to 50.1% of the
outstanding shares of American Freightways Corporation (AF) at
a price of $28.13 per share. Following completion of the tender
offer, AF will merge into a newly created subsidiary of FedEx
Corporation, pursuant to which each AF common share will be
converted into shares of FedEx Corporation common stock having a
value of $28.13 per share.
Page 3
<PAGE>
The transaction is subject to the approval of AF shareholders
and other customary conditions, including Hart-Scott-Rodino
clearance. The Merger Agreement also includes customary provisions
relating to the fiduciary duty of directors. AF shareholders who
own in the aggregate 37% of the outstanding AF shares have agreed
to vote their shares in favor of the merger. The companies
expect the tender offer to be completed in mid-December and the
merger to be completed in the first quarter of 2001. The companies
expect the merger to be tax-free to AF shareholders who receive
FedEx Corporation stock.
"We have arranged a $750 million line-of-credit facility with
Chase Bank for the cash portion of the transaction and for
refinancing American Freightways' debt, should we elect to do so,"
said Alan B. Graf Jr., Executive Vice President and CFO of FedEx
Corp. "We anticipate that Moody's and S&P will reaffirm our current
debt rating, which is Baa2 and BBB, respectively. We have sufficient
shares of treasury stock to complete the second half of the
transaction, which is an exchange of common shares of stock.
As for our financial reporting, we plan to report separate results
for the FedEx LTL freight group beginning with the release of
fiscal third-quarter earnings."
Certain statements contained in this press release are "forward-
looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995, such as statements relating to
management's views with respect to future events and financial
performance and the proposed FedEx acquisition of AF. Such
forward-looking statements are subject to risks, uncertainties
and other factors, which could cause actual results to differ
materially from historical experience or from future results
expressed or implied by such forward-looking statements. Potential
risks and uncertainties include, but are not limited to, economic
and competitive conditions in the markets where FedEx operates,
matching capacity to volume levels and other uncertainties detailed
from time to time in press releases and filings with the SEC by
FedEx and its subsidiaries.
ALL AF STOCKHOLDERS SHOULD READ THE TENDER OFFER STATEMENT
CONCERNING THE TENDER OFFER FOR SHARES OF AF COMMON STOCK THAT WILL
BE FILED BY FEDEX CORPORATION WITH THE SEC AND MAILED TO AF
STOCKHOLDERS. THE TENDER OFFER STATEMENT (INCLUDING THE OFFER TO
PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS)
WILL CONTAIN IMPORTANT INFORMATION THAT AF STOCKHOLDERS SHOULD
READ CAREFULLY BEFORE MAKING ANY DECISION REGARDING TENDERING
THEIR SHARES. AF stockholders will be able to obtain the tender
offer statement, as well as other filings containing information
about FedEx Corporation and AF, without charge, at the SEC's
Internet site (http://www.sec.gov). In addition, copies of the
tender offer statement and other documents filed with the SEC by
FedEx Corporation may be obtained for free from FedEx by directing
a request to FedEx Corporation, 942 S. Shady Grove Road, Memphis,
Tennessee 38120, Attention: Investor Relations, telephone:
(901) 818-7200.
ALL AF STOCKHOLDERS SHOULD READ THE PROXY STATEMENT/ PROSPECTUS
CONCERNING THE MERGER AND RELATED TRANSACTIONS THAT WILL BE
FILED WITH THE SEC AND MAILED TO AF STOCKHOLDERS. THE PROXY
STATEMENT/PROSPECTUS WILL CONTAIN IMPORTANT INFORMATION THAT
AF STOCKHOLDERS SHOULD READ CAREFULLY BEFORE MAKING ANY DECISION
REGARDING
Page 4
<PAGE>
THE MERGER AND RELATED TRANSACTIONS. AF stockholders will be able
to obtain the proxy statement/prospectus, as well as other filings
containing information about FedEx Corporation and AF without
charge, at the SEC's Internet site (http://www.sec.gov). In
addition, the proxy statement/prospectus and other documents
filed with the SEC by AF may be obtained for free from American
Freightways Corporation, 2200 Forward Drive, Harrison, Arkansas
72601, Attention: Investor Relations, telephone: (870) 741-9000.
FedEx and AF and their officers and directors may be deemed to be
participating in the solicitation of proxies from AF's
stockholders with respect to the merger and related transactions.
Information regarding the officers and directors of FedEx is
included in the FedEx Proxy Statement for its 2000 Annual
Meeting of Stockholders filed with the SEC on August 14,
2000. Information regarding the officers and directors of AF is
included the AF Proxy Statement for its 2000 Annual Meeting
of Stockholders filed with the SEC on March 11, 2000. These
documents are available free of charge at the SEC's Internet
site (http://www.sec.gov) or by contacting FedEx or AF at
the addresses set forth above.
About FedEx Corp.
With annual revenues of $19 billion, FedEx Corp. is the premier
global provider of transportation, logistics, e-commerce and
supply chain management services. The company offers integrated
business solutions through a network of subsidiaries operating
independently, including FedEx Express, the world's largest
express transportation company; FedEx Ground, North America's
second largest provider of small-package ground delivery service;
FedEx Logistics, an integrated logistics, technology and
transportation-solutions company; FedEx Custom Critical, the
world's largest provider of expedited, time-critical shipments;
and FedEx Trade Networks, a provider of customs brokerage,
consulting, information technology and trade facilitation
solutions. More than 2.5 million customers are connected
electronically through the FedEx information network and
approximately two-thirds of its U.S. domestic transactions
are now handled online.
About American Freightways Corporation
American Freightways Corporation is a scheduled, for-hire
carrier of less-than-truckload shipments of general
commodities, presently serving direct all points in 40
contiguous U.S. states. Through partnerships, AF also
serves Alaska, Canada, Caribbean Islands, Central America,
Hawaii, Mexico, Puerto Rico and South America. It employs
17,200 associates operating over 28,300 pieces of revenue
equipment from a network of 265 customer centers and
handles about 46,000 shipments per day. For more information,
visit their web site at www.AF.com.
###
Page 5
