Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
AMERICAN FREIGHTWAYS CORPORATION
(Exact name of Registrant as specified in its charter)
Arkansas 74-2391754
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
2200 Forward Drive
Harrison, Arkansas 72601
(870) 741-9000
(Address, including zip code, of
principal executive offices)
_____________________________________
AMERICAN FREIGHTWAYS CORPORATION
AMENDED AND RESTATED 1993 STOCK OPTION PLAN
(Full title of the plan)
______________________________________
Frank Conner
2200 Forward Drive
Harrison, Arkansas 72601
(870) 741-9000
(Name and address, including zip code, and telephone number,
including area code, of agent for service)
Copies of all correspondence to:
Richard N. Massey
Kutak Rock
425 West Capitol Avenue
Suite 1100
Little Rock, Arkansas 72201
(501) 975-3000
________________________________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Amount Maximum Maximum
Securities To Be Offering Aggregate Amount of
to be Registered Price Offering Registration
Registered Per Share Price Fee
Common Stock, 2,000,000 $17.53(3) $35,060,000(3) $9,746.68
$0.01 Par Value(1) shares(2)
(1) Includes associated share purchase rights pursuant to a
Rights Agreement adopted by American Freightways Corporation (the
"Company").
(2) Represents additional shares of Common Stock issuable
under the American Freightways Corporation Amended and Restated
1993 Stock Option Plan (the "Plan"), by virtue of an amendment to
the Plan increasing the number of shares issuable thereunder from
2,000,000 to 4,000,000. Pursuant to Rule 416, there are also
registered hereunder an indeterminate number of additional shares
as may become subject to the Plan as a result of the antidulation
provisions contained therein.
(3) This calculation is estimated solely for the purpose of
determining the registration fee pursuant to Rule 457(c) and (h)
under the Securities Act of 1933. The registration fee for the
2,000,000 additional shares of Common Stock which may be issued
pursuant to the Plan is based upon the high and low sales price for
the Common Stock, $17.53, on June 22, 1999, as prescribed by Rule
457(c).
________________________________________
INCORPORATION OF PREVIOUS REGISTRATION STATEMENT BY REFERENCE
The contents of the previous Registration Statement on Form S-
8, Registration No. 33-63674, previously filed with the Securities
and Exchange Commission by American Freightways Corporation (the
"Company") are incorporated herein by this reference.
REGISTRATION OF ADDITIONAL SECURITIES
The Company has previously registered an aggregate 2,000,000
shares of its Common Stock, $0.01 par value, issuable under the
American Freightways Corporation Amended and Restated 1993 Stock
Option Plan (the "Plan"). On April 15, 1999, the shareholders of
the Company approved an amendment to the Plan, increasing the
number of shares of Common Stock issuable thereunder from 2,000,000
to 4,000,000. This Registration Statement is being filed pursuant
to General Instruction E to Form S-8 to register such additional
shares issuable under the Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
5.1 Opinion of Kutak Rock (filed herewith).
23.1 Consent of Kutak Rock (included in the opinion
filed as Exhibit 5 herewith).
23.2 Consent of Ernst & Young LLP (filed herewith)
24.1 Powers of Attorney (filed herewith).
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Company certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Harrison, State of Arkansas, on June 25, 1999.
AMERICAN FREIGHTWAYS CORPORATION
By: /s/ Frank Conner
-----------------------------
Frank Conner
Executive Vice President
Accounting & Finance,
Chief Financial Officer and
Director
(Principal Accounting Officer)
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following
persons in the capacities and on the date indicated:
Signature Title Date
/s/ F. S. Garrison Chairman of the Board of June 25, 1999
- -------------------- Directors and
(F. S. Garrison) Chief Executive Officer
(Principal Executive
Officer)
/s/ Frank Conner Executive Vice President- June 25, 1999
- -------------------- Accounting & Finance,
(Frank Conner) Chief Financial Officer
and Director
(Principal Accounting
Officer)
/s/ Tom Garrison Director June 25, 1999
- --------------------
(Tom Garrison)
/s/ Will Garrison Director June 25, 1999
- --------------------
(Will Garrison)
*John Paul Director June 25, 1999
Hammerschmidt
- --------------------
(John Paul
Hammerschmidt)
*T. J. Jones Director June 25, 1999
- --------------------
(T. J. Jones)
*Ken Reeves Director June 25, 1999
- --------------------
(Ken Reeves)
*William Stiritz Director June 25, 1999
- --------------------
(William Stiritz)
*Doyle Z. Williams Director June 25, 1999
- --------------------
(Doyle Z. Williams)
The undersigned, by signing his name hereto, does sign and
execute this Registration Statement as of this 25th day of June, 1999,
pursuant to the Powers of Attorney executed on behalf of the above-named
officers and directors and contemporaneously filed herewith with the
Securities and Exchange Commission.
*By: /s/ Frank Conner
-------------------------
(Frank Conner)
Attorney-in-Fact
INDEX TO EXHIBITS
Number Exhibit
- ------ -------
5.1 Opinion of Kutak Rock (filed herewith).
23.1 Consent of Kutak Rock (included in the opinion in
Exhibit 5).
23.2 Consent of Ernst & Young LLP (filed herewith)
24.1 Powers of Attorney (filed herewith).