Filed by FedEx Corporation Pursuant to Rule 425
under the Securities Act of 1933
and deemed filed pursuant to Rule 14d-9 under
the Securities Exchange Act of 1934
Subject Company:American Freightways Corporation
Commission File No. 000-17570
Date: November 13, 2000
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
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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.
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"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/investorrelations. 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.
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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
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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.
###
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FedEx Corporation
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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 that operate independently yet compete collectively.
Core Business
o Independently, each FedEx Corp. subsidiary focuses on what it does best -
offering the best transportation and logistics services in its respective
market.
o Collectively, FedEx Corp. provides the strategic direction for its
independent operating companies to compete worldwide under the powerful
FedEx brand.
Operating Companies
o FedEx Express, the world's largest express transportation company
o FedEx Ground, North America's second largest ground small-package carrier
o FedEx Logistics, a leading provider of integrated logistics and supply
chain solutions
o FedEx Custom Critical, the world's largest surface-expedited,
critical-shipment carrier
o FedEx Trade Networks, a provider of customs brokerage, consulting,
information technology and trade facilitation solutions
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Headquarters Memphis, Tenn.
Principal Officers Frederick W. Smith Chairman, President and CEO
Robert B. Carter Executive Vice President and CIO
Alan B. Graf Jr. Executive Vice President and CFO
T. Michael Glenn Executive Vice President, Market
Development and Corporate Communications
Kenneth R. Masterson Executive Vice President, General Counsel
and Secretary
NYSE Listing FDX
Service Area 210 countries
Workforce More than 200,000 employees and contractors worldwide
Volume About 4.8 million packages each business day
Air Fleet 665
Ground Fleet More than 64,500 vehicles
Web Site Address fedex.com
Recent Awards Computerworld, "100 Best Places to Work in IT"
InfoWorld names Rob Carter "Chief Technology Officer of the Year"
Contact Shirlee M. Clark Joan H. Lollar
(901)818-7463 (901)818-7312
[email protected] [email protected]
</TABLE>
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FedEx Express
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Federal Express Corporation ("FedEx Express") is the world's largest express
transportation company. Leveraging its unmatched air route authorities and
extensive air/ground infrastructure, FedEx Express connects markets, within
just 1 to 2 business days, that comprise 90% of the world's economic activity.
Core Business
o The FedEx global transportation network provides rapid, reliable,
time-definite delivery of documents, packages and freight shipments
worldwide.
o A state-of-the-art information technology network enables information-rich
service offerings. More than 2.5 million customers are connected
electronically with FedEx Express - through its Web site or its customer
automation systems - and about two-thirds of U.S. domestic transactions
are processed electronically every business day.
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Headquarters Worldwide: Memphis, Tenn.
Asia: Hong Kong, China
Europe: Brussels, Belgium
Latin America: Miami, Fla.
Canada: Toronto, Ontario
Principal Officer David J. Bronczek, President and CEO
Founded 1971; first day of continuous operations on April 17, 1973
Service Area 210 countries
Workforce Approximately 146,000 employees worldwide
Volume More than 3.2 million shipments every business day
Air Fleet 665 aircraft
Ground Fleet More than 44,500 vehicles
Web Site Address fedex.com
Customer Service 1-800-Go-FedEx(R), (800)463-3339
Recent Awards Wal-Mart Stores, Inc., "Carrier of the Year" (1999, 2000)
Fortune, "100 Best Companies to Work for in America"
(1998, 1999, 2000) Fortune, "50 Best Companies for
Asians, Blacks and Hispanics" (1998, 1999) Working
Woman, "100 Best Companies for Working Mothers"
(1998)
Contact Greg Rossiter Jess W. Bunn
(901)395-4440 (901)395-5642
[email protected] [email protected]
</TABLE>
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FedEx Ground
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FedEx Ground treats small-package shipping like the important business function
it is. The result is a "win-win" situation for every customer: competitive
pricing with value-added technology, such as bar code scanning, en route
tracking, and automated package sorting.
Core Business
o North America's second-largest provider of ground small-package delivery
services
o FedEx Home Delivery - the industry's first ground service dedicated
to home delivery
o Money-back guarantee
o Extended delivery times (until 8 p.m. and on Saturdays)
o Premium delivery services (appointment, day-certain and
evening delivery)
o Available in 46 U.S. metropolitan markets; nationwide by 2002
o Pioneer in applying advanced information technology to meet customer needs
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Headquarters Pittsburgh, Penn.
Principal Officer Daniel J. Sullivan, President and CEO
Founded 1985
Service Area Service throughout North America, including the U.S., Canada, Puerto
Rico and Mexico
Volume About 1.5 million packages every business day
Workforce More than 35,000 employees and independent contractors
Ground Fleet More than 9,000 vehicles
Web Site Address fedex.com
Customer Service 1-800-Go-FedEx(R), (800)463-3339
Recent Awards Wal-Mart Stores, Inc., "Carrier of the Year" (1999, 2000)
American Trucking Association, President's Trophy
for the best overall safety program (1996, 2000)
National Small Shipments Traffic Conference
(NASSTRAC) and Logistics Management and Distribution
Report magazine, "Parcel Delivery Carrier of the
Year" (1999)
American Trucking Association Safety Contest, first
place, "General Commodities Division, Miscellaneous
Fleets, Linehaul, Over 20 Million Miles" category
(1998, 1999)
Contact Betsy Momich
(412)747-4214
[email protected]
</TABLE>
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FedEx Custom Critical
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When customers need it now, FedEx Custom Critical delivers - whether it's parts
to keep a vital production line running, emergency generators to restore power
after a storm, or a priceless piece of art that needs special handling.
Core Business
o North America's largest time-specific critical-shipment carrier
o Nonstop, time-specific, door-to-door delivery (with a guarantee) of
critical and special-handling shipments within the continental U.S.,
Canada and Europe
o Door-to-door surface and air-charter delivery solutions driven by
sophisticated and proprietary shipment-control technology
o White Glove Services(R) division, created to meet the demands of fragile,
hazardous, perishable, sensitive, irreplaceable or high-value freight
o CharterAir(R)division, offering an array of expedited air solutions to
meet customers'
critical delivery times
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Headquarters Akron, Ohio
Principal Officer R. Bruce Simpson, President and CEO
Founded 1947 (became expedited carrier in 1980)
Service Area Service available anywhere within the contiguous United States and
Canada, and within Europe
Volume About 1,000 daily shipments
Workforce More than 2,800 employees and contractors
Air Fleet Access to virtually every on-demand aircraft in North America
Ground Fleet More than 2,000 trucks
Web Site Address customcritical.fedex.com
Customer Service (800)762-3787
Recent Awards Pfizer Corporation, "Quality Carrier of the Year" for transportation
excellence for the fifth consecutive year (1998)
Goizueta Business School of Emory University, "Best Practices in
Customer Relationship Management" (1997)
Smithsonian Institution, included in the Permanent Research Collection
on Information, Technology and Society (1996)
Contact Barbara Tschantz
(330)785-4873
[email protected]
</TABLE>
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FedEx Logistics
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FedEx Logistics Inc. ("FedEx Logistics") specializes in air and ground
transportation, transportation management, integrated logistics, and consulting
services that are in keeping with the hallmarks of the FedEx brand - global,
time-definite and information-intensive.
Core Business
o Complete supply chain solutions targeted to customers in the aerospace,
automotive, health care, high technology, industrial and consumer products
industries
o Time-certain airfreight service between Puerto Rico and the United States
Operating Companies
o FedEx Supply Chain Services, Inc. (marketed under the brand name and logo
FedEx Logistics): Provider of global transportation management services,
integrated logistics, consulting and other professional services
o Caribbean Transportation Services, Inc.: Leading provider of airfreight
forwarding services between the United States and Puerto Rico
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Headquarters Memphis, Tenn.
Principal Officer Joseph C. McCarty, President and CEO
Founded 1998
Service Area U.S., Canada, Europe and other worldwide locations
Volume 13,000 daily shipments
Fleet 7,660
Workforce About 4,000 employees
Web Site Address logistics.fedex.com
Customer Service (800)222-7657
Recent Awards Institute of Transport Management, "European Logistics Company of the
Year" (1999)
Logistics Management & Distribution Report, "Quest for Quality Award"
in the category of third-party logistics (1999)
General Motors, "International Supplier of the Year Award" (model year
1998 and 1999)
Contact Charles B. Malone
(901)395-5256
[email protected]
</TABLE>
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FedEx Trade Networks
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FedEx Trade Networks Inc. helps customers of all sizes solve the intricacies of
shipping goods globally.
Core Business
o Full-service customs brokerage, which includes: entry filing and release
services; assessing customs duties and fees; and filing declarations for
items shipped
o Trade consulting and information technology, including fully integrated
regulatory compliance for imports and exports, document preparation and
archiving
o E-clearance solutions, making it possible to clear shipments more quickly
through customs by using advanced e-commerce programs
o Transportation and logistics services
Operating Companies
o Tower Group International: Provides international trade services,
specializing in customs brokerage, international freight forwarding,
transportation, warehousing and national distribution, duty drawback,
trade consulting, cargo coverage, and public and private seminars
o Worldtariff, Limited: Premier source of customs duty and tax information
Headquarters Memphis, Tenn.
Principal Officer G. Edmond Clark, President and CEO
Founded February 2000
Service Area Worldwide
Workforce About 1,600 employees
Customer Service 1-800-Go-FedEx(R), (800)463-3339
Contact Cornell Christion
(901)395-5038
[email protected]
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Viking Freight and American Freightways
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Viking Freight, Inc. and American Freightways Corporation offer high-quality,
day-definite regional and inter-regional LTL services.
Core Business
o Viking Freight: The leading less-than-truckload carrier operating
principally in the western United States. Viking offers premium next-day
and second-day on-time, regional freight service and direct ocean service.
o American Freightways: The fourth largest LTL carrier in the United States
based on revenue and the third largest based on tonnage. American
Freightways offers premium multi-regional service, as well as offshore and
international service.
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Viking Freight American Freightways
Headquarters San Jose, Calif. Harrison, Ark.
Founded 1966 1982
Service Area 11 western states including Alaska and 40 state all-points direct coverage, plus
and Hawaii Transborder shipping to plus Canada, Mexico, Puerto Rico, Alaska,
Canada and Mexico Hawaii and Guam, Central and South America
and the Caribbean
Work Force About 5,400 About 17,000
Daily Volume 13,000 shipments 46,000 shipments
Fleet 10,000+ 24,000+
Customer Service 1-800-VIKING (1-800-845-4647) 1-800-8-SHIP AF
Web Site vikingfreight.com af.com
Recent Awards o NASSTRAC LTL Regional Carrier of o NASSTRAC Multi Regional Carrier
the Year (fifth time) of the Year
o Carrier of the Year from o Quest for Quality Award from
Phillips-Van Heusen Corp. Logistics Management & Distribution Report
o Supplier Quality Alliance Gold o Michelin LTL Interregional
Medal from PacBell Directory Carrier of the Year
</TABLE>
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FedEx Corporation (logo)
New Freight Powerhouse
FedEx Corporation, the parent company of Viking Freight,
plans to acquire American Freightways to expand its
reliable, next-day regional freight service. Both less-than-truckload
carriers will operate independently under their
own brand names as part of the FedEx family, which
includes FedEx Express, FedEx Ground, FedEx Logistics,
FedEx Custom Critical, and FedEx Trade Networks.
MAP OF THE UNITED STATES
------------------------
[white] Area Not Served [grey] Both Companies
[grey] Viking Freight [grey] American Freightways
(Montana and Wyoming are white)
(all other states are grey)
VIKING FREIGHT (logo) AF AMERICAN
FREIGHTWAYS. (logo)
<PAGE>
FedEx Corporation (logo)
New Freight Powerhouse
FedEx Corporation, the parent company of Viking Freight,
plans to acquire American Freightways to expand its
reliable, next-day regional freight service. Both less-than-truckload
carriers will operate independently under their
own brand names as part of the FedEx family, which
includes FedEx Express, FedEx Ground, FedEx Logistics,
FedEx Custom Critical, and FedEx Trade Networks.
MAP OF THE UNITED STATES
------------------------
[white] Area Not Served [grey] Both Companies
[blue] Viking Freight [red] American Freightways
(Montana and Wyoming are white)
(Alaska, Arizona, Colorado, Hawaii and New Mexico are grey)
(California, Idaho, Nevada, Oregan, Utah and Washington are blue)
(all other states are red)
VIKING FREIGHT (logo) AF AMERICAN
FREIGHTWAYS. (logo)
