UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period
from____________________to____________________
Commission File No. 34-0-17570
AMERICAN FREIGHTWAYS CORPORATION
(Exact name of registrant as specified in its charter)
Arkansas 74-2391754
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer 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
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
(Title of class)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for
the past 90 days. [X] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulations S-K is not contained herein, and will
not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
Aggregate market value of voting stock held by nonaffiliates of the
registrant at February 18, 1999: $476,391,345.
Number of shares of common stock outstanding at February 18, 1999:
31,759,423.
DOCUMENTS INCORPORATED BY REFERENCE
The Registrant's Annual Report to Shareholders for the fiscal year
ended December 31, 1998 is incorporated by reference into Parts II
and IV.
The Proxy Statement for Registrant's April 15, 1999 Annual Meeting
is incorporated by reference into Parts III and IV.
TABLE OF CONTENTS
ITEM PAGE
- ---- ----
PART I
1. and 2. Business and Properties 1
3. Legal Proceedings 3
4. Submission of Matters to a Vote of Security Holders 3
PART II
5. Market for Registrant's Common Equity
and Related Stockholder Matters 4
6. Selected Financial Data 5
7. Management's Discussion and Analysis of
Financial Condition and Results of Operations 7
7A. Quantitative and Qualitative Disclosures
About Market Risk 7
8. Financial Statements and Supplementary Data 7
9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure 7
PART III
10. Directors and Executive Officers of Registrant 8
11. Executive Compensation 8
12. Security Ownership of Certain Beneficial
Owners and Management 8
13. Certain Relationships and Transactions 8
Part IV
14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K 9
Signatures 13
List of Financial Statements and
Financial Statement Schedules 14
PART I
ITEMS 1 AND 2. BUSINESS AND PROPERTIES
THE COMPANY
American Freightways Corporation (the "Company") is a
scheduled, for-hire carrier of less-than-truckload (LTL) shipments
of general commodities, presently serving all points in 28 mid-
Atlantic, midwestern, southeastern, and southwestern states.
American Freightways also provides service to the ten
provinces of Canada through an exclusive alliance with Day & Ross,
a Canadian LTL carrier headquartered in Hartland, New Brunswick,
Canada; to 92% of the Mexican market through an alliance with
Autolineas Mexicanas, S.A. DE C.V. of Monterrey, Mexico; and to
Puerto Rico through an exclusive marketing partnership with X-PRESS
Freight Forwarders, Inc. headquartered in Carolina, Puerto Rico.
On April 6, 1998, the Company expanded its coverage to include
the state of Alaska through an exclusive marketing partnership with
Pacific Alaska Forwarders, Inc., Alaska's largest freight
forwarder. Also on April 6, 1998, the Company expanded its coverage
to include all of the Hawaiian Islands and Guam through an
exclusive marketing partnership with Honolulu Freight Service,
Inc., a freight forwarder which has served the Hawaiian Islands for
over 50 years.
RECENT EVENTS
On November 1, 1998, the Company instituted a general rate
increase ranging from 5.5% to 5.9%. This rate increase initially
affected approximately 50% of the Company's revenues. Rates for
other customers are covered by contracts and guarantees and are
negotiated throughout the year.
EXPANSION
The history of American Freightways has been growth. In 1982,
the Company began serving all points in one state, Arkansas. Today
the Company's all-points service coverage extends to 28 states.
Perhaps the most distinguishing feature of the Company's operations
is this all-points coverage. Management knows of no other LTL
carrier that duplicates this coverage.
The Company has expanded geographically each year since its
inception, some years adding only a few customer centers to its
most aggressive expansion undertaken in 1995 of adding seven
states. The Company opened one state, New Mexico, in 1997 and on
May 1, 1997 opened service to and from Puerto Rico through an
exclusive marketing partnership with X-PRESS Freight Forwarders,
Inc.
On January 1, 1998, the Company opened all-points service to
Michigan. On April 6, 1998, the Company expanded its coverage to
include the states of Alaska through an exclusive marketing
partnership with Pacific Alaska Forwarders, Inc. Also on April 6,
1998, the Company expanded its coverage to include all of the
Hawaiian Islands and Guam through an exclusive marketing
partnership with Honolulu Freight Service, Inc. The Company has
announced it plans to provide its direct all-points coverage to New
Jersey and Pennsylvania on April, 19, 1999.
FLEET
The Company's policy is to purchase equipment having uniform
specifications that are, to the greatest possible extent,
compatible with design improvements and resale values. This
standardization enables the Company to simplify mechanic and driver
training, to control the cost of spare parts and tire inventory,
and in general to provide for a more efficient vehicle maintenance
program. American Freightways utilizes twin trailers for movement
of almost 100% of the freight among its customer centers to gain
greater flexibility. The use of twin trailers (which can be
operated singly or in tandem) provides more options for the
achievement of the Company's service standards. At December 31,
1998, the Company utilized 14,941 van trailers, 12,719 of which
were twin trailers, and 5,648 tractors. The average ages of the
tractors and trailers were 3.57 and 4.34 years, respectively, at
December 31, 1998.
ASSOCIATES
At December 31, 1998, the Company utilized 13,200 associates.
All drivers of American Freightways are selected in accordance with
specific Company guidelines relating primarily to safety records
and driving experience. All associates are required to pass drug
tests upon employment, randomly and for cause. State and federal
regulations require drug testing of drivers and require drivers to
comply with commercial driver's licensing requirements. Management
believes that the Company is substantially in compliance with these
regulations.
The Company has not experienced a shortage of qualified drivers
in the past, and management does not expect a significant shortage
in the near future.
None of the Company's personnel are currently represented by a
collective bargaining unit. From time to time, associates of a
particular customer center or facility may vote on representation
by a collective bargaining unit. Management of the Company cannot
predict the outcome of future elections. However, it believes any
outcome will not have a material adverse affect on the Company's
competitive position, operations or financial condition. In the
opinion of management, the Company's relationship with its drivers,
other associates and independent contractors is excellent. The
Company's policy is to share its success with its associates
through increased wages and benefits.
TECHNOLOGY
American Freightways is a leader in the use of advanced
technology to increase the value of service to its customers and to
lower the cost of providing this service. The Company uses
computer and electronic technology to compress time in the
performance of operating and other processes and to compress the
number of levels within the organization necessary to complete
tasks. From the customer's call for a pickup to delivery of the
freight at its destination, the Company's information technology
captures information on the status of each shipment. In most cases
the accumulation of the data is achieved automatically as the
freight is moved.
See "Year 2000 Issues" included in Management's Discussion and
Analysis of Financial Condition and Results of Operations regarding
the effect of Year 2000 issues upon the Company.
FACILITIES
At the end of 1996, American Freightways changed the name of its
terminal facilities to customer centers. This name change reflects
AF's commitment to its customers. Associates at the local level
are empowered to make decisions that are in the best interest of
customers' service issues.
The Company owns its general office located in Harrison, Arkansas
and 104 customer center facilities in 23 states. At December 31,
1998, 119 of the Company's customer centers were leased. The terms
of the leases on the facilities range from month-to-month to
fifteen years. The availability of suitable facilities determines
whether the Company leases or constructs a Company-owned facility.
One of the principal features distinguishing American Freightways
from its competitors is its extensive customer center network,
placing customer centers nearer to the customer. During 1998, the
Company completed construction of a 60 door facility in Knoxville,
TN; a 52 door facility in Mauston, WI; a 40 door facility in
Mobile, AL; and an 82 door facility in Tulsa, OK. In addition, the
Company added capacity through the purchase of existing facilities
or additions to existing customer centers in several strategic
locations such as Chicago, IL; Des Moines, IA; Detroit, MI; Laredo,
TX; Lincoln, NE; Louisville, KY; Lubbock, TX; Sheboygan, WI;
Springfield, MO; and Tupelo, MS. The Company has plans to either
expand or construct several additional customer centers in 1999.
At December 31, 1998, the Company's customer center network
consisted of 223 customer centers. Of these customer centers, 219
were managed by Company associates and 4 were operated and managed
by independent contractors. Company-operated customer centers
involve costs such as operating taxes, salaries and wages and
depreciation, whereas costs of independent contractor-operated
customer centers generally are variable as a flat percentage of
revenue. It is American Freightways' intent to primarily utilize
Company-operated customer centers in future expansions.
ITEM 3. LEGAL PROCEEDINGS
The Company is a party to routine litigation incidental to its
business, primarily involving claims for personal injuries and
property damage incurred in the transportation of freight. The
Company believes adverse results in one or more of these cases
would not have a material adverse effect on its competitive
position, financial position or its results of operations. The
Company maintains insurance in an amount which management believes
is currently sufficient to cover its risks.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
American Freightways Corporation's common stock is traded under
the symbol "AFWY" on the National Market System of the National
Association of Securities Dealers Automated Quotation System
(NASDAQ). The following table sets forth, for the periods
indicated, the range of high and low prices for the Company's
common stock as reported by NASDAQ through February 18, 1999. The
latest price for the Company's common stock on February 18, 1999,
as reported by the NASDAQ was $15.00 per share. At February 18,
1999, there were approximately 3,609 holders of record of the
Company's common stock.
PERIOD HIGH LOW
-----------------------------------------------------
FISCAL YEAR 1997:
First Quarter $14.250 $10.875
Second Quarter 16.250 10.500
Third Quarter 19.500 14.000
Fourth Quarter 20.000 7.875
FISCAL YEAR 1998:
First Quarter $11.688 $ 9.000
Second Quarter 13.125 9.625
Third Quarter 11.500 7.188
Fourth Quarter 11.688 6.000
FISCAL YEAR 1999:
First Quarter (through February $15.500 $ 9.250
18, 1999)
The Company has not paid cash dividends in the past and does not
intend to pay cash dividends in the foreseeable future. Under
certain of the Company's loan agreements, the Company is subject to
certain restrictions on its ability to pay dividends. See Note 3
to the Consolidated Financial Statements incorporated by reference
herein.
Item 6. Selected Financial Data
The following selected financial data is derived from
consolidated financial statements of the Company. The data should
be read in conjunction with "Management's Discussion and Analysis
of Financial Condition and Results of Operations" and the
Consolidated Financial Statements, related notes and other
financial information included elsewhere herein.
YEAR ENDED DECEMBER 31,
1994 1995 1996 1997 1998
--------------------------------------------
INCOME STATEMENT DATA:
(In thousands, except per share data)
Operating revenue $465,588 $572,100 $729,042 $870,319 $986,286
Operating expenses and costs:
Salaries, wages and benefits 247,049 335,167 444,041 528,695 601,813
Operating supplies and expenses 30,710 38,667 59,640 75,085 79,219
Operating taxes and licenses 19,251 24,434 31,827 35,339 41,687
Insurance 15,360 21,595 27,113 26,327 31,964
Communications and utilities 9,117 11,040 13,822 14,907 17,361
Depreciation and amortization 27,888 37,560 46,918 52,596 55,712
Rents and purchased
transportation 45,633 46,405 44,844 55,215 58,093
Other 20,880 26,469 33,728 36,899 40,227
--------------------------------------------
Total operating expenses 415,888 541,337 701,933 825,063 926,076
--------------------------------------------
Operating income 49,700 30,763 27,109 45,256 60,210
Interest expense (6,832) (10,198) (14,708) (16,256) (15,530)
Other income, net 442 415 303 330 424
Gain (loss) on disposal
of assets 292 329 90 (52) 1,203
--------------------------------------------
Income before income taxes and
extraordinary charge 43,602 21,309 12,794 29,278 46,307
Income taxes 16,571 8,226 4,938 11,477 18,806
--------------------------------------------
Income before extraordinary
charge 27,031 13,083 7,856 17,801 27,501
Extraordinary charge for
early retirement of debt,
net of tax benefit of $205 (335) - - - -
--------------------------------------------
Net income $ 26,696 $ 13,083 $ 7,856 $ 17,801 $ 27,501
============================================
Per share:
Income before
extraordinary charge:
Basic $ 0.92 $ 0.43 $ 0.25 $ 0.57 $ 0.87
Diluted $ 0.89 $ 0.42 $ 0.25 $ 0.56 $ 0.87
Extraordinary charge
(basic and diluted) $ (0.01)$ - $ - $ - $ -
--------------------------------------------
Net income:
Basic $ 0.91 $ 0.43 $ 0.25 $ 0.57 $ 0.87
Diluted $ 0.88 $ 0.42 $ 0.25 $ 0.56 $ 0.87
============================================
Average shares outstanding:
Basic 29,485 30,750 31,070 31,372 31,624
Diluted 30,357 31,334 31,266 31,672 31,689
The per share amounts prior to 1997 have been restated as
required by Statement of Financial Accounting Standards No. 128,
Earnings Per Share. Also, certain amounts prior to 1998 have been
reclassified to conform with the 1998 presentation. See Note 1 to
Consolidated Financial Statements.
DECEMBER 31,
1994 1995 1996 1997 1998
------------------------------------------------
BALANCE SHEET DATA:
(Dollars in thousands)
Current assets $ 54,247 $ 77,213 $ 91,954 $105,315 $135,047
Current liabilities 44,378 52,514 66,166 78,521 107,254
Total assets 355,348 477,762 549,875 575,573 642,061
Long-term debt (including
current portion) 111,181 197,631 238,239 221,908 225,794
Shareholders' equity 177,180 195,434 206,298 227,416 256,014
Working capital $ 9,869 $ 24,699 $ 25,788 $ 26,794 $ 27,793
Debt to equity ratio 0.63 1.01 1.15 0.98 0.88
Return on average
shareholders' equity 18.6% 7.0% 3.9% 8.2% 11.4%
YEAR ENDED DECEMBER 31,
1994 1995 1996 1997 1998
-------------------------------------------------
KEY OPERATING STATISTICS:
Operating ratio 89.3% 94.6% 96.3% 94.8% 93.9%
Total tractors 3,344 4,521 4,985 5,143 5,648
Customer centers 144 186 203 210 223
Number of associates 6,506 8,867 9,947 12,201 13,200
Gross tonnage hauled (000's) 2,759 3,380 4,149 4,635 5,062
Shipments (000's) 4,267 5,486 7,016 8,044 8,729
Average length of haul 567 588 595 587 596
Line haul load factor (tons) 10.96 10.91 10.40 9.94 10.55
Revenue per hundred weight $ 8.46 $ 8.48 $ 8.80 $ 9.40 $ 9.74
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
This Item is incorporated by this reference to Registrant's
Annual Report to Shareholders for the year ended December 31, 1998,
pages 26 through 29.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market Risk on page 29 of the Annual Report to Shareholders for
the year ended December 31, 1998, is incorporated herein by
reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The report of independent auditors and consolidated financial
statements included on pages 30 through 39 of the Annual Report to
Shareholders for the year ended December 31, 1998, are incorporated
herein by reference.
Quarterly Results of Operations on page 38 of the Annual Report
to Shareholders for the year ended December 31, 1998, is
incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The directors and executive officers of American Freightways as
of February 18, 1999, are as follows:
NAME AGE POSITION
---- --- --------
F. S. (Sheridan) Garrison 64 Chairman of the Board of Directors and
Chief Executive Officer
Tom Garrison 38 President, Chief Operating Officer and
Director
Will Garrison 35 Corporate Vice President,
Secretary/Treasurer and Director
Frank Conner 49 Executive Vice President-Accounting &
Finance, Chief Financial Officer and
Director
Ben A. Garrison 67 Director
John Paul Hammerschmidt 76 Director
T. J. Jones 62 Director
Ken Reeves 51 Director
Doyle Z. Williams 59 Director
Dennis Beal 50 Executive Vice President-Physical Assets
John Berry 45 Vice President-Risk Management
Terry Higginbotham 52 Executive Vice President-Marketing
Pat Reed 40 Executive Vice President-Operations
Terry Stambaugh 45 Executive Vice President-Human Resources
The remainder of this Item 10, Directors and Executive Officers
of the Registrant, is incorporated by this reference to
Registrant's Notice and Proxy Statement for its 1999 Annual Meeting
of Shareholders to be held on Thursday, April 15, 1999.
ITEM 11. EXECUTIVE COMPENSATION
This Item is incorporated by this reference to applicable
portions of the Registrant's Notice and Proxy Statement for its
1999 Annual Meeting of Shareholders to be held on Thursday, April
15, 1999.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
This Item is incorporated by this reference to applicable
portions of the Registrant's Notice and Proxy Statement for its
1999 Annual Meeting of Shareholders to be held on Thursday, April
15, 1999.
ITEM 13. CERTAIN RELATIONSHIPS AND TRANSACTIONS
This Item is incorporated by this reference to applicable
portions of the Registrant's Notice and Proxy Statement for its
1999 Annual Meeting of Shareholders to be held on Thursday, April
15, 1999.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) (l) and (2) The response to this portion of Item 14 is
submitted as a separate section of this report.
(3) The exhibits as listed in the Exhibit Index, are
submitted as a separate section of this report.
(b) Current Reports on Form 8-K:
None.
(c) See Item 14(a)(3) above.
(d) The response to this portion of Item 14 is submitted as a
separate section of this report.
INDEX TO EXHIBITS
3(a) Amended and Restated Articles of Incorporation incorporated by
reference to Registrant's Form 10-Q for the quarterly period
ending March 31, 1995.
3(b) Amended and Restated Bylaws of American Freightways
Corporation incorporated by reference to Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1992.
10(a) Amended and Restated 1993 Stock Option Plan for Key
Employees as amended January 23, 1996, incorporated by
reference to Registrant's Form 10-K for the fiscal year ended
December 31, 1995.
10(b) Amendment to Amended and Restated 1993 Stock Option Plan
for Key Employees dated January 20, 1999.
10(c) Amended and Restated Elected Non-Employee Director Stock
Option Plan, incorporated by reference to Registrant's Form 10-Q
for the quarterly period ended June 30, 1998.
10(d) Amendment to Amended and Restated Elected Non-Employee
Director Stock Option Plan dated January 20, 1999.
10(e) Amended and Restated Appointed Non-Employee Director
Stock Option Plan, incorporated by reference to Registrant's
Form 10-Q for the quarterly period ended June 30, 1998.
10(f) Amendment to Amended and Restated Appointed Non-Employee
Director Stock Option Plan dated January 20, 1999.
10(g) Amended and Restated Stock Purchase Plan for Certain
Employees of Registrant and subsidiaries as amended January 9,
1997, incorporated by reference to Registrant's Form 10-Q for
the quarterly period ended September 31, 1997.
10(h) Amended and Restated American Freightways Corporation
Excess Benefit Plan as amended January 23, 1996, incorporated
by reference to Registrant's Form 10-K for the fiscal year
ended December 31, 1995.
10(i) $50,000,000 Master Shelf Agreement ($10,000,000 Note
attached) with The Prudential Insurance Company of America
dated September 3, 1993, incorporated by reference to
Registrant's Form 10-Q for the quarterly period ended
September 30, 1993.
10(j) $10,000,000 Note dated February 2, 1994, issued under the
$50,000,000 Master Shelf Agreement with The Prudential
Insurance Company of America dated September 3, 1993,
incorporated by reference to Registrant's Form 10-K for the
fiscal year ended December 31, 1993.
10(k) $10,000,000 Note dated April 13, 1994, issued under the
$50,000,000 Master Shelf Agreement with The Prudential
Insurance Company of America dated September 3, 1993,
incorporated by reference to Registrant's Form 10-Q for the
quarterly period ended June 30, 1994.
10(l) $15,000,000 Note dated January 30, 1995, issued under the
$90,000,000 Master Shelf Agreement with the Prudential
Insurance Company of America dated September 3, 1993,
incorporated by reference to Registrant's Form 10-Q for the
quarterly period ended March 31, 1995.
10(m) $20,000,000 Note dated June 15, 1995, issued under the
$90,000,000 Master Shelf Agreement with the Prudential
Insurance Company of America dated September 3, 1993,
incorporated by reference to Registrant's Form 10-Q for the
quarterly period ended June 30, 1995.
10(n) $25,000,000 Note dated May 1, 1996, issued under the
$90,000,000 Master Shelf Agreement with the Prudential
Insurance Company of America dated September 3, 1993,
incorporated by reference to Registrant's Form 10-Q for the
quarterly period ended June 30, 1996.
10(o) $50,000,000 Note dated April 18, 1997, issued under the
$140,000,000 Master Shelf Agreement with The Prudential
Insurance Company of America dated September 3, 1993,
incorporated by reference to Registrant's Form 10-Q for the
quarterly period ended March 31, 1997.
10(p) Letter Amendment No. 1 to Master Shelf Agreement with The
Prudential Insurance Company of America dated October 19,
1994, incorporated by reference to Registrant's Form 10-K for
the fiscal year ended December 31, 1994.
10(q) Letter Amendment No. 2 to Master Shelf Agreement with The
Prudential Insurance Company of America dated December 14,
1994, incorporated by reference to Registrant's Form 10-K for
the fiscal year ended December 31, 1994.
10(r) Letter Amendment No. 3 to Master Shelf Agreement with The
Prudential Insurance Company of America dated March 29, 1996,
incorporated by reference to Registrant's Form 10-Q for the
quarterly period ended March 31, 1996.
10(s) Letter Amendment No. 4 to Master Shelf Agreement with The
Prudential Insurance Company of America dated April 18, 1997,
incorporated by reference to Registrant's Form 10-Q for the
quarterly period ended March 31, 1997.
10(t) Note Agreement among Prudential Capital Corporation, the
Registrant and certain subsidiaries dated December 5, 1991,
incorporated by reference to Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1991.
10(u) Letter Amendment No. 1 to Note Agreement with The
Prudential Insurance Company of America dated January 15,
1992, incorporated by reference to Registrant's Form 10-Q for
the quarterly period ended June 30, 1992.
10(v) Letter Amendment No. 3 to Note Agreement with The
Prudential Insurance Company of America dated October 19,
1994, incorporated by reference to Registrant's Form 10-K for
the fiscal year ended December 31, 1994.
10(w) Letter Amendment No. 4 to Note Agreement with The
Prudential Insurance Company of America dated March 29, 1996,
incorporated by reference to Registrant's Form 10-Q for the
quarterly period ended March 31, 1996.
10(x) Letter Amendment No. 5 to Note Agreement with The
Prudential Insurance Company of America dated April 18, 1997,
incorporated by reference to Registrant's Form 10-Q for the
quarterly period ended March 31, 1997.
10(y) Amended and Restated Credit Agreement among NationsBank
of Texas, N.A., as Agent, the Registrant and certain
subsidiaries dated October 20, 1994, incorporated by reference
to Registrant's Form 10-K for the fiscal year ended December 31, 1994.
10(z) First Amendment to Amended and Restated Credit Agreement
among NationsBank of Texas, N.A., as agent, the Registrant and
its Subsidiary dated May 31, 1995, incorporated by reference
to Registrant's Form 10-Q for the quarterly period ended June
30, 1995.
10(aa)Second Amendment to Amended and Restated Credit Agreement
among NationsBank of Texas, N.A., as Agent, the Registrant and
its Subsidiary dated March 26, 1996, incorporated by reference to
Registrant's Form 10-Q for the quarterly period ended March 31, 1996.
10(bb)Third Amendment to Amended and Restated Credit Agreement
among NationsBank of Texas, N.A., as agent, the Registrant and
its subsidiary dated May 31, 1996, incorporated by reference
to Registrant's Form 10-Q for the quarterly period ended June 30, 1996.
10(cc)Fourth Amendment to Amended and Restated Credit Agreement
among NationsBank of Texas, N.A., as Agent, the Registrant and
its Subsidiary dated March 31,1997, incorporated by reference to
Registrant's Form 10-Q for the quarterly period ended March 31, 1997.
10(dd)Fifth Amendment to Amended and Restated Credit Agreement
among NationsBank of Texas, N.A., as Agent, the Registrant and
its Subsidiary dated May 15, 1998, incorporated by reference to
Registrant's Form 10-Q for the quarterly period ended June 30, 1998.
10(ee)Sixth Amendment to Amended and Restated Credit Agreement
among NationsBank of Texas, N.A., as Agent, the Registrant and
its Subsidiary dated October 16, 1998.
10(ff)Lease Agreement among VT Finance, Inc., the Registrant and
its Subsidiary dated January 5, 1996, incorporated by
reference to Registrant's Form 10-K for the fiscal year ended
December 31, 1995.
10(gg)Master Lease Agreement with Volvo Truck Finance North
America, Inc. dated August 18, 1997, incorporated by reference
to Registrant's Form 10-Q for the quarterly period ended
September 31, 1997.
10(hh)Master Lease Agreement with BancBoston Leasing dated March
23, 1998, incorporated by reference to Registrant's Form 10-Q
for the quarterly period ended March 31, 1998.
10(ii)Master Lease Agreement with Wachovia Capital Investments,
Inc., dated December 29, 1998.
10(jj)Shareholder Rights Agreement and exhibits dated August 26,
1998, incorporated by reference to Registrant's Form 10-Q for
the quarterly period ended September 30, 1998.
13 Annual Report to Stockholders for the fiscal year ended
December 31, 1998
21 Subsidiaries of Registrant
23 Consent of Ernst & Young LLP, Independent Auditors
27 Financial Data Schedule
Signatures
Pursuant to the requirements of Section 13 or 15 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. Dated this 18th day of February, 1999.
American Freightways Corporation
By: /s/Frank Conner
----------------------------------
Frank Conner
Chief Financial Officer; Director
(Principal Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates
indicated.
/s/F. S. Garrison February 18, 1999
- ------------------------------ -----------------
F. S. Garrison Date
Chairman of the Board of Directors
and Chief Executive Officer
(Principal Executive Officer)
/s/Frank Conner February 18, 1999
- ------------------------------ -----------------
Frank Conner Date
Chief Financial Officer and Director
(Principal Accounting Officer)
/s/Tom Garrison February 18, 1999
- ------------------------------ -----------------
Tom Garrison Date
Director
/s/Will Garrison February 18, 1999
- ------------------------------ -----------------
Will Garrison Date
Director
/s/Ben A. Garrison February 18, 1999
- ------------------------------ -----------------
Ben A. Garrison Date
Director
/s/John Paul Hammerschmidt February 18, 1999
- ------------------------------ -----------------
John Paul Hammerschmidt Date
Director
/s/T. J. Jones February 18, 1999
- ------------------------------ -----------------
T. J. Jones Date
Director
/s/Ken Reeves February 18, 1999
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Ken Reeves Date
Director
/s/Doyle Z. Williams February 18, 1999
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Doyle Z. Williams Date
Director
ANNUAL REPORT ON FORM 10-K--ITEM 8, ITEM 14(A)(1) AND (2), (C) AND (D)
AMERICAN FREIGHTWAYS CORPORATION AND SUBSIDIARIES
LIST OF FINANCIAL STATEMENTS AND
FINANCIAL STATEMENT SCHEDULES
The following consolidated financial statements of American
Freightways Corporation and subsidiaries included in the
Registrant's Annual Report to Shareholders for the year ended
December 31, 1998 are incorporated by reference in Item 8:
Consolidated Balance Sheets as of December 31, 1998 and 1997.
Consolidated Statements of Income for the years ended December 31,
1998, 1997 and 1996.
Consolidated Statements of Stockholders' Equity for the years ended
December 31, 1998, 1997 and 1996.
Consolidated Statements of Cash Flows for the years ended December
31, 1998, 1997 and 1996.
Notes to Consolidated Financial Statements--December 31, 1998.
The following consolidated financial statement schedule of
American Freightways Corporation and subsidiaries is included in
Item 14(d):
AMERICAN FREIGHTWAYS CORPORATION AND SUBSIDIARIES
Consolidated Financial Statement Schedule:
Schedule II Valuation and Qualifying Accounts
All other schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission
are not required under the related instructions or are
inapplicable, and therefore have been omitted.
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
AMERICAN FREIGHTWAYS CORPORATION
Column A Column B Column C Column D Column E
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Additions
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Balance at Charged to Charged to Balance
Beginning Costs and Other Account Deductions at End
Description of Period Expenses -Describe -Describe of Period
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Year ended December 31, 1996:
Allowance for
Doubtful Accounts $ 844,531 $1,720,873 $ 225,618(1) $1,413,063(2) $1,377,959
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Year ended December 31, 1997:
Allowance for
Doubtful Accounts $1,377,959 $1,633,070 $ 371,577(1) $1,608,564(2) $1,774,042
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Year ended December 31, 1998:
Allowance for
Doubtful Accounts $1,774,042 $2,142,032 $ 475,071(1) $2,454,548(2) $1,936,597
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(1) - Recoveries of amounts previously written off.
(2) - Uncollectible accounts written off.