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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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)
AMERICAN FREIGHTWAYS CORPORATION
(Name of Issuer)
COMMON STOCK
$.01 PAR VALUE PER SHARE
(Title of Class of Securities)
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02629V108
(CUSIP Number)
FEDEX CORPORATION
(Name of Person Filing Statement)
KENNETH R. MASTERSON
FedEx Corporation
942 South Shady Grove Road
Memphis, TN 38120
Telephone: (901) 818-7200
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
November 12, 2000
(Date of Event which Requires Filing of
this Statement)
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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 statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following: |_|
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SCHEDULE 13D
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CUSIP No. 02629V108 Page 2 of 10 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FedEx Corporation
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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7 SOLE VOTING POWER
5
NUMBER OF SHARES -------------------------------------------
BENEFICIALLY OWNED BY EACH 8 SHARED VOTING POWER
REPORTING PERSON WITH
12,179,540
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9 SOLE DISPOSITIVE POWER
5
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10 SHARED DISPOSITIVE POWER
12,179,540
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,179,545
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37%
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14 TYPE OF REPORTING PERSON
CO
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2
<PAGE>
Item 1. Security and Issuer.
The class of equity securities to which this statement relates is the
common stock, par value $.01 per share (the "Shares"), of American Freightways
Corporation, an Arkansas corporation (the "Issuer"). The principal executive
offices of the Issuer are located at 2200 Forward Drive, Harrison, Arkansas
72610.
Item 2. Identity and Background.
(a)-(c) and (f) The name of the person filing this statement is FedEx
Corporation ("FedEx"), a Delaware corporation. The principal executive offices
of FedEx are located at 942 South Shady Grove Road, Memphis, Tennessee 38120.
The name, business address, present principal occupation or employment and
citizenship of each of its directors and executive officers are set forth in
Schedule A.
(d)-(e) During the last five years, neither FedEx nor, to the best
knowledge of FedEx, any of the persons set forth on Schedule A, was convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors). During the last five years, neither FedEx nor, to the best
knowledge of FedEx, any of the persons set forth on Schedule A, was 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, U.S. federal or state securities laws or
finding any violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The total purchase price for the five Shares purchased by FedEx was
$140.65. These funds came from working capital.
Item 4. Purpose of Transaction.
On November 12, 2000, FedEx, FDX, Inc., a wholly-owned subsidiary of
FedEx, and the Issuer entered into an Agreement and Plan of Merger (the "Merger
Agreement"). The Merger Agreement contemplates an acquisition of the Issuer by
FedEx by means of (i) a tender offer (the "Offer") for up to 50.1% of the
Shares of the Issuer at a price of $28.13 per Share followed by (ii) a merger
of the Issuer with and into FDX, Inc. (the "Merger"), whereupon the separate
existence of the Issuer will cease and FDX, Inc. will be the surviving
corporation. In connection with the Offer, FedEx filed a Tender Offer Statement
on Schedule TO (the "Schedule TO") with the Securities and Exchange Commission
(the "SEC") on November 20, 2000. The Merger Agreement is attached as Exhibit
(d)(1) to the Schedule TO and is incorporated herein by reference.
On November 12, 2000, in connection with the execution of the Merger
Agreement, FedEx entered into an Irrevocable Proxy and Voting Agreement ( the
"Voting Agreement") with F.S. Garrison, Chairman of the Issuer, Tom Garrison, a
Director and President and Chief Executive Officer of the Issuer, Will
Garrison, a Director and Corporate Vice President, Chief Operating Officer, and
Secretary/Treasurer of the Issuer and other members of their families and/or
various family corporations, trusts and charitable foundations (the "Garrison
Family") (each, a "Stockholder"). The identity and address of such Stockholders
and the class and number of shares of capital stock of the Issuer owned by each
such Stockholder are as set forth immediately following the signature pages to
the Voting Agreement.
The following is a summary of the material provisions of the Voting
Agreement. This summary is qualified in its entirety by reference to the
complete text of the Voting Agreement which is attached as Exhibit (d)(2) to
the Schedule TO and incorporated herein by reference.
The Garrison Family has agreed to vote all Shares that each member is
entitled to vote, at the time of any vote to approve and adopt the Merger
Agreement, the Merger and all agreements related to the Merger and any actions
related thereto at any meeting of the shareholders of the Issuer, and at any
adjournment thereof, at which such
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<PAGE>
Merger Agreement and other related agreements (or any amended version thereof),
or such other actions, are submitted for the consideration and vote of the
shareholders of the Issuer, in favor of the approval and adoption of the Merger
Agreement, the Merger and the transactions contemplated by the Merger
Agreement.
The Garrison Family also has agreed that it will not vote any Shares that
it is entitled to vote in favor of the approval of any (i) Acquisition Proposal
(as defined in the Merger Agreement), (ii) reorganization, recapitalization,
liquidation or winding up of the Issuer or any other extraordinary transaction
involving the Issuer, (iii) corporate action the consummation of which would
frustrate the purposes, or prevent or delay the consummation, of the
transactions contemplated by the Merger Agreement or (iv) other matter relating
to, or in connection with, any of the foregoing matters. The Garrison Family
has granted FedEx an irrevocable proxy coupled with an interest to vote any of
the Shares it is entitled to vote or otherwise use such voting power in the
manner contemplated by the foregoing.
The Voting Agreement prohibits the Garrison Family from granting any
proxies or entering into any voting trust or other agreement or arrangement
with respect to the voting of any Shares beneficially owned by them and from
acquiring, selling, assigning, transferring, encumbering or otherwise disposing
of any Shares during the term of the Agreement, subject to the exceptions
described in this paragraph. The Garrison Family has the right to tender, at
its option, up to 1.0 million Shares into the Offer. In addition, to satisfy
the Minimum Condition (as defined in the Merger Agreement), FedEx has the right
to require members of the Garrison Family to tender up to an additional 1.0
million Shares into the Offer, and members of the Garrison Family, at their
option, may tender additional Shares into the Offer, so long as the total
number of Shares tendered by the Garrison Family into the Offer (including any
Shares that FedEx has required members of the Garrison Family to tender into
the Offer) is not more than 3.2 million.
The Voting Agreement terminates four months after the termination of the
Merger Agreement, except that when the Merger Agreement is terminated, the
number of Shares subject to the Voting Agreement is reduced by 1.0 million (net
of any Shares tendered by the Garrison Family into the Offer) and if the Merger
Agreement is terminated because the Board of Directors of the Issuer has failed
to make, withdrawn or modified in a manner adverse to FedEx its approval or
recommendation of the Merger Agreement, the Offer or the Merger, the obligation
of the Garrison Family to tender up to 1.0 million Shares into the Offer at the
request of FedEx automatically terminates.
Except as described herein or in the Schedule TO and except as
contemplated by the Merger Agreement, FedEx currently has no plans or proposals
relating to or that would result in the matters set forth in paragraphs (a)
through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) FedEx is the record owner of five Shares. In addition, FedEx has shared
power to vote, in respect of certain matters, and shared dispositive power, in
certain circumstances, with respect to 12,179,540 Shares.
(b) FedEx has sole power to vote and dispose of five Shares. FedEx has
shared power to vote, in respect of certain matters, and shared dispositive
power, in certain circumstances, with respect to 12,179,540 Shares or 37% of
the Shares outstanding as of November 10, 2000.
(c) The five Shares owned of record by FedEx were acquired at a purchase
price per Share of $28.13 in a privately negotiated transaction on November 12,
2000. Except for this purchase and the 12,179,540 Shares subject to the Voting
Agreement described in Item 4 above, during the past sixty days, neither FedEx
nor, to the best knowledge of FedEx, any of the persons set forth on Schedule
A, has effected any transactions in the Shares.
(d) Inapplicable.
(e) Inapplicable.
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<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Except for the arrangements described in Item 4 above, to the best
knowledge of FedEx, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) between the persons enumerated in Item 2 and
any other person with respect to any securities of the Issuer, including, but
not limited to, transfer or voting of any of the securities, finder's fees,
joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Exhibit 1: Agreement and Plan of Merger dated as of November 12, 2000
between FedEx, FDX, Inc. and the Issuer (incorporated by
reference to Exhibit (d)(1) to the Schedule TO filed by FedEx
Corporation on November 20, 2000).
Exhibit 2: Voting Agreement dated as of November 12, 2000, between FedEx and
the Garrison Family (incorporated by reference to Exhibit (d)(2)
to the Schedule TO filed by FedEx Corporation on November 20,
2000).
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
FEDEX CORPORATION
Dated: November 22, 2000.
By: /s/ Kenneth R. Masterson
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Name: Kenneth R. Masterson
Title: Executive Vice President,
General Counsel and Secretary
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<PAGE>
SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF FEDEX CORPORATION
The name, current principal occupation or employment and material
occupations, positions, offices, or employment for the past five years, of each
director and executive officer of FedEx are set forth below. Unless otherwise
indicated below, the business address of each director and officer is c/o FedEx
Corporation, 942 South Shady Grove Road, Memphis, TN 38120. Where no date is
shown, the individual has occupied the position indicated for the past five
years. Unless otherwise indicated, each occupation set forth opposite an
individual's name refers to employment with FedEx. References herein to "FedEx"
mean FedEx Corporation and references to "FedEx Express" mean its subsidiary,
Federal Express Corporation. All directors and officers listed below are
citizens of the United States, except for Paul S. Walsh, who is a British
citizen.
1. Directors of FedEx
<TABLE>
<S> <C>
Current Principal Occupation or Employment
Name and Five-Year Employment History
---- -------------------------------------------------
James L. Barksdale.............................Managing.Partner, The Barksdale Group, a venture capital firm,
from April 1999 to present; President and Chief Executive Officer
of Netscape Communications Corporation, a provider of software,
services and Web site resources to Internet users, from January
1995 to March 1999; President, Chief Executive Officer and Chief
Operating Officer of AT&T Wireless Services (formerly McCaw
Cellular Communications, Inc. (collectively, "McCaw")), a cellular
telecommunications company, from September 1994 to January
1995; President and Chief Operating Officer of McCaw from
January 1992 to September 1994; Executive Vice President and
Chief Operating Officer of FedEx Express from April 1983 to
January 1992; Director of FedEx Express from April 1983 to
October 1991; Senior Vice President-Data Systems of FedEx
Express from February 1979 to April 1983. Director, America
Online, Inc., HomeGrocer.com, Inc., Liberate Technologies, The
Robert Mondavi Corporation, Sun Microsystems, Inc. and 3Com
Corporation.
Robert L. Cox..................................Partner, Waring.Cox, a law firm, for more than the past five years;
Secretary of FedEx Express from June 1971 to September 1993.
Ralph D. DeNunzio..............................President of Harbor Point Associates, Inc., a private investment and
consulting firm, since October 1987. Director, Harris Corporation
and NIKE, Inc.
Judith L. Estrin...............................President and Chief Executive Officer of Packet Design, Inc., an
Internet technology company, since May 2000; Senior Vice
President and Chief Technology Officer of Cisco Systems, Inc., a
networking systems company, from April 1998 to April 2000;
President and Chief Executive Officer of Precept Software, Inc., a
computer software company, from March 1995 to April 1998;
Consultant from September 1994 to March 1995. Director, Sun
Microsystems, Inc. and The Walt Disney Company.
A-1
<PAGE>
Current Principal Occupation or Employment
Name and Five-Year Employment History
---- -------------------------------------------------
Philip Greer...................................Senior Managing Director of Weiss, Peck & Greer, L.L.C., an
investment management firm, since 1995; General Partner of Weiss,
Peck & Greer from 1970 to 1995. Director, Network Computing
Devices, Inc. and The Robert Mondavi Corporation.
J. R. Hyde, III................................Chairman of Pittco Management, LLC, an investment management
company, since January 1998; President of Pittco, Inc., an
investment company, since April 1989; Chairman of AutoZone,
Inc., an auto parts retail chain, from May 1986 to March 1997;
Chief Executive Officer of AutoZone, Inc. from May 1986 to
December 1996. Director, AutoZone, Inc.
Shirley A. Jackson.............................President of Rensselaer Polytechnic Institute, a technological
university, since July 1999; Chairman and Commissioner of the
United States Nuclear Regulatory Commission from July 1995 to
June 1999; Commissioner of the United States Nuclear Regulatory
Commission from May 1995 to July 1995; Professor of Physics at
Rutgers University from July 1991 to May 1995. Director, Newport
News Shipbuilding Inc., Sealed Air Corporation, USX Corporation
and UtiliCorp United Inc.
George J. Mitchell.............................Special Counsel to Verner, Liipfert, Bernhard, McPherson and
Hand, a law firm, since January 1995; Member of the United States
Senate from May 1980 to January 1995. Director, Casella Waste
Systems, Inc., Staples, Inc., Starwood Hotels & Resorts Worldwide,
Inc., Unilever PLC, UnumProvident Corporation, The Walt Disney
Company and Xerox Corporation.
Joshua I. Smith................................Vice Chairman and President of iGate, Inc., a broadband
networking company, since June 2000; Chairman, President and
Chief Executive Officer of The MAXIMA Corporation, an
information and data processing firm, from 1978 to June 2000. The
MAXIMA Corporation filed for reorganization in federal
bankruptcy court in June 1998. Director, The Allstate Corporation,
CardioComm Solutions Inc. and Caterpillar Inc.
Frederick W. Smith.............................Chairman, President and Chief Executive Officer of FedEx since
January 1998; Chairman of FedEx Express since 1975; Chairman,
President and Chief Executive Officer of FedEx Express from 1983
to January 1998; Chief Executive Officer of FedEx Express from
1977 to January 1998; President of FedEx Express from 1971 to
1975. Director, Value America, Inc.
Paul S. Walsh..................................Group Chief Operating Officer of Diageo plc, a consumer food and
beverage company, since January 2000; Chairman, President and
Chief Executive Officer of The Pillsbury Company, a wholly-owned
subsidiary of Diageo plc, from April 1996 to January 2000; Chief
Executive Officer of The Pillsbury Company from January 1992 to
April 1996. Director, Ceridian Corporation and Diageo plc.
A-2
<PAGE>
Current Principal Occupation or Employment
Name and Five-Year Employment History
---- -------------------------------------------------
Peter S. Willmott..............................Chairman and Chief Executive Officer of Willmott Services, Inc., a
retail and consulting firm, since June 1989; Chief Executive Officer
and President of Zenith Electronics Corporation, an electronics
manufacturing company, from July 1996 to January 1998 (Zenith
Electronics Corporation filed for reorganization in federal
bankruptcy court in August 1999); President and Chief Operating
Officer of FedEx Express from September 1980 to May 1983;
Executive Vice President of FedEx Express from 1977 to 1980;
Senior Vice President-Finance and Administration of FedEx
Express from 1974 to 1977. Director, Security Capital Group
Incorporated.
2. Executive Officers of FedEx
Current Principal Occupation or Employment
Name and Five-Year Employment History
---- -------------------------------------------------
Robert B. Carter...............................Executive Vice President and Chief Information Officer of FedEx
since June 2000; Corporate Vice President and Chief Technology
Officer of FedEx from February 1998 to June 2000; Vice President
- Corporate Systems Development of FedEx Express from
September 1993 to February 1998; Managing Director - Systems
Development of FedEx Express from April 1993 to September
1993.
T. Michael Glenn...............................Executive Vice President - Market Development and Corporate
Communications of FedEx since January 1998; Senior Vice
President - Marketing, Customer Service and Corporate
Communications of FedEx Express from June 1994 to January
1998; Senior Vice President - Marketing and Corporate
Communications of FedEx Express from December 1993 to June
1994; Senior Vice President -Worldwide Marketing Catalog
Services and Corporate Communications of FedEx Express from
June 1993 to December 1993; Senior Vice President - Catalog and
Remail Services of FedEx Express from September 1992 to June
1993; Vice President - Marketing of FedEx Express from August
1985 to September 1992; and various management positions in sales
and marketing and senior sales specialist of FedEx Express from
1981 to 1985.
A-3
<PAGE>
Current Principal Occupation or Employment
Name and Five-Year Employment History
---- -------------------------------------------------
Alan B. Graf, Jr...............................Executive Vice President and Chief Financial Officer of FedEx
since January 1998; Executive Vice President and Chief Financial
Officer of FedEx Express from February 1996 to January 1998;
Senior Vice President and Chief Financial Officer of FedEx Express
from December 1991 to February 1996; Vice President and
Treasurer of FedEx Express from August 1987 to December 1991;
and various management positions in finance and a senior financial
analyst of FedEx Express from 1980 to 1987.
James S. Hudson................................Corporate Vice President - Strategic Financial Planning and Control
and Principal Accounting Officer of FedEx since January 1998;
Vice President - Corporate and Strategic Financial Planning of
FedEx Express from January 1997 to January 1998; Vice President,
Controller and Chief Accounting Officer of FedEx Express from
December 1994 to January 1997; Vice President-Finance - Europe,
Africa and Mediterranean of FedEx Express from July 1992 to
December 1994; and various management positions in finance at
FedEx Express from 1974 to 1992.
Kenneth R. Masterson...........................Executive Vice President, General Counsel and Secretary of FedEx
since January 1998; Executive Vice President, General Counsel and
Secretary of FedEx Express from February 1996 to January 1998;
Senior Vice President, General Counsel and Secretary of FedEx
Express from September 1993 to February 1996; Senior Vice
President and General Counsel of FedEx Express from February
1981 to September 1993; and Vice President - Legal of FedEx
Express from January 1980 to February 1981.
Frederick W. Smith.............................Chairman, President and Chief Executive Officer of FedEx since
January 1998; Chairman of FedEx Express since 1975; Chairman,
President and Chief Executive Officer of FedEx Express from April
1993 to January 1998; Chief Executive Officer of FedEx Express
from 1977 to January 1998; and President of FedEx Express from
June 1971 to February 1975.
A-4
</TABLE>
