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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, 1997
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 (I.R.S. Employer
of incorporation or organization) 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 March 6, 1998: $335,406,696.
Number of shares of common stock outstanding at March 6, 1998: 31,567,689.
The Registrant's Annual Report to Shareholders for the fiscal year ended
December 31, 1997 is incorporated by reference into Parts II and IV.
The Proxy Statement for Registrant's April 23, 1998 Annual Meeting is
incorporated by reference into Parts III and IV.
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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
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 common and
contract carrier transporting primarily less-than-truckload (LTL) shipments of
general commodities. As of January 1, 1998, the Company serves all points in
Alabama, Arkansas, Colorado, Delaware, Florida, Georgia, Illinois, Indiana,
Iowa, Kansas, Kentucky, Louisiana, Maryland, Michigan, Minnesota, Mississippi,
Missouri, Nebraska, New Mexico, North Carolina, Ohio, Oklahoma, South Carolina,
Tennessee, Texas, Virginia, West Virginia and Wisconsin. American Freightways
also provides service to the ten provinces of Canada through an exclusive
alliance with Day & Ross, a Canadian less-than-truckload carrier headquartered
in Hartland, New Brunswick, Canada and provides service to 92% of the Mexican
market through an alliance with Autolineas Mexicanas, S.A. DE C.V. of Monterrey,
Mexico. Effective May 1, 1997, AF began an exclusive marketing partnership with
X-PRESS Freight Forwarders, Inc. providing service to and from Puerto Rico.
Headquartered in Carolina, Puerto Rico, X-PRESS Freight Forwarders, Inc. owns
the largest for-hire fleet in Puerto Rico.
RECENT EVENTS
On January 1, 1998, the Company instituted a general rate increase of
approximately 5.5%. This rate increase initially affected approximately 45% of
its customers. 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. There
are no additional expansions planned at this time.
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,
1997, the Company utilized 13,577 van trailers, 11,844 of which were twin
trailers, and 5,143 tractors. The average ages of the tractors and trailers
were 4.3 and 4.8 years, respectively, at December 31, 1997.
1
ASSOCIATES
At December 31, 1997, the Company utilized 12,201 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.
The Company has assessed the impact of the Year 2000 issues on its computer
software systems and applications, and determined that although many of its
applications are already compliant, the Company will have to modify or replace
other applications. The Company expects to have all remaining applications
fully compliant by the end of 1998. The Company also has initiated discussions
with its significant customers and suppliers to determine the extent to which
the Company's interface systems would be vulnerable to those third parties'
failure to remediate their own Year 2000 issues. There is no assurance that the
systems of other companies on which the Company's systems rely will be timely
converted and would not have an adverse effect on the Company's systems.
Expenditures related to the Company's Year 2000 initiatives have not been and
are not expected to be material to the Company's results of operations or
financial position.
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 97
Customer Center facilities in 22 states. At December 31, 1997, 113 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.
2
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 1997, the Company completed construction of a 64
door facility in Jacksonville, FL; a 40 door facility in Ft. Smith, AR; a 48
door facility in Greenville, SC; a 40 door facility in Columbia, SC; a 20 door
facility in Quincy, IL; and a 48 door facility in Lexington, KY. In addition,
the Company added capacity through the purchase of existing facilities or
additions to existing Customer Centers in several strategic locations such as
Albuquerque, NM; Chattanooga, TN; Chicago, IL; Farmington, NM; Fort Wayne, IN;
Goodland, KS; Grand Island, NE; Greensboro, NC; Roswell, NM; San Angelo, TX;
Amarillo, TX; El Paso, TX; Odessa, TX; Victoria, TX; Wichita Falls, TX; Canton,
OH; Mansfield, OH; and Memphis, TN. The Company has plans to either expand or
construct several additional Customer Centers in 1998.
At December 31, 1997, the Company's Customer Center network consisted of 210
Customer Centers. Of these Customer Centers, 206 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.
3
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 March 6, 1998. The latest price for
the Company's common stock on March 6, 1998, as reported by the NASDAQ was
$10.625 per share. At March 6, 1998, there were approximately 3,184 holders of
record of the Company's common stock.
PERIOD HIGH Low
- --------------------------------------------------------------------------------
FISCAL YEAR 1996:
First Quarter $ 14-1/2 $ 9-1/2
Second Quarter 16-7/8 11
Third Quarter 12-1/2 8-1/2
Fourth Quarter 11-3/4 8-1/2
FISCAL YEAR 1997:
First Quarter $ 14-1/4 $ 10-7/8
Second Quarter 16-1/4 10-1/2
Third Quarter 19-1/2 14
Fourth Quarter 20 7-7/8
FISCAL YEAR 1998:
First Quarter (through March 6, 1998) $ 11 $ 9
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.
4
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.
YEARS ENDED DECEMBER 31
(Dollars in thousands, except per share data) 1993 1994 1995 1996 1997
--------- --------- --------- --------- ---------
INCOME STATEMENT DATA:
Operating revenue.....................................$328,464 $465,588 $572,100 $729,042 $870,319
Operating expenses and costs:
Salaries, wages and benefits......................... 168,770 247,049 335,167 444,041 528,695
Operating supplies and expenses...................... 22,099 30,710 38,667 59,640 75,085
Operating taxes and licenses......................... 12,340 19,251 24,434 31,827 35,339
Insurance............................................ 7,891 15,360 21,595 27,113 26,327
Communications and utilities......................... 6,907 9,117 11,040 12,840 14,114
Depreciation and amortization........................ 21,519 27,888 37,560 46,918 52,596
Rents and purchased transportation................... 42,250 45,633 46,405 45,826 56,008
Other................................................ 15,782 20,880 26,469 33,728 36,899
-------- -------- -------- -------- --------
Total operating expenses............................ 297,558 415,888 541,337 701,933 825,063
------- -------- -------- -------- --------
Operating income...................................... 30,906 49,700 30,763 27,109 45,256
Interest expense...................................... (4,246) (6,832) (10,198) (14,708) (16,256)
Other income, net..................................... 329 442 415 303 330
Gain (loss) on disposal of assets..................... 1 292 329 90 (52)
-------- -------- -------- -------- --------
Income before income taxes and
extraordinary charge.................................. 26,990 43,602 21,309 12,794 29,278
Income taxes.......................................... 10,238 16,571 8,226 4,938 11,477
-------- -------- -------- -------- --------
Income before extraordinary charge.................... 16,752 27,031 13,083 7,856 17,801
Extraordinary charge for early retirement
of debt, net of tax benefit of $205................... - (335) - - -
-------- -------- -------- -------- --------
Net income............................................$ 16,752 $ 26,696 $ 13,083 $ 7,856 $ 17,801
======== ======== ======== ======== ========
Per share:
Income before extraordinary charge:
Basic...............................................$ 0.60 $ 0.92 $ 0.43 $ 0.25 $ 0.57
Diluted.............................................$ 0.59 $ 0.89 $ 0.42 $ 0.25 $ 0.56
Extraordinary charge (basic and diluted)............. - (0.01) - - -
-------- -------- -------- -------- --------
Net income:
Basic...............................................$ 0.60 $ 0.91 $ 0.43 $ 0.25 $ 0.57
Diluted.............................................$ 0.59 $ 0.88 $ 0.42 $ 0.25 $ 0.56
======== ======== ======== ======== ========
Average shares outstanding (000's):
Basic............................................... 27,854 29,485 30,750 31,070 31,372
Diluted............................................. 28,581 30,357 31,334 31,266 31,672
The per share amounts prior to 1997 have been restated as required by
Statement of Financial Accounting Standards No. 128, Earnings Per Share. See
Note 1 to Consolidated Financial Statements.
5
YEARS ENDED DECEMBER 31
1993 1994 1995 1996 1997
--------- --------- --------- --------- ---------
BALANCE SHEET DATA:
(Dollars in thousands)
Current assets...............................$ 37,660 $ 54,247 $ 77,213 $ 91,954 $105,315
Current liabilities.......................... 35,083 44,378 52,514 66,166 78,521
Total assets................................. 251,130 355,348 477,762 549,875 575,573
Long-term debt (including
current portion)............................. 97,537 111,181 197,631 238,239 221,908
Shareholders' equity......................... 109,460 177,180 195,434 206,298 227,416
Working capital..............................$ 2,577 $ 9,869 $ 24,699 $ 25,788 $ 26,794
Debt to equity ratio......................... 0.89 0.63 1.01 1.15 0.98
Return on average shareholders' equity....... 16.8% 18.6% 7.0% 3.9% 8.2%
KEY OPERATING STATISTICS:
Operating ratio.............................. 90.6% 89.3% 94.6% 96.3% 94.8%
Total tractors............................... 2,453 3,344 4,521 4,985 5,143
Customer Centers............................. 132 144 186 203 210
Number of associates......................... 4,964 6,506 8,867 9,947 12,201
Gross tonnage hauled (000's)................. 2,051 2,759 3,380 4,149 4,635
Shipments (000's)............................ 3,237 4,267 5,486 7,016 8,044
Average length of haul....................... 550 567 588 595 587
Line haul load factor (tons)................. 10.90 10.96 10.91 10.40 9.94
Revenue per hundred weight...................$ 8.01 $ 8.46 $ 8.48 $ 8.80 $ 9.40
6
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 fiscal year ended December 31, 1997, pages 18 through 21.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The report of independent auditors and consolidated financial statements
included on pages 22 through 32 of the Annual Report to Shareholders for the
year ended December 31, 1997, are incorporated herein by reference.
Quarterly Results of Operations on page 30 of the Annual Report to
Shareholders for the year ended December 31, 1997, is incorporated herein by
reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
7
PART III
Item 10. Directors and Executive Officers of Registrant
The directors and executive officers of American Freightways as of March 6,
1998, are as follows:
Name AGE POSITION
---- --- --------
F. S. (Sheridan) Garrison 63 Chairman of the Board of Directors, President and Chief Executive Officer
Frank Conner 48 Executive Vice President-Accounting & Finance;
Chief Financial Officer; Director
Tom Garrison 38 Corporate Vice President; Secretary/Treasurer;
Director
Will Garrison 34 Executive Vice President-Operations; Director
Ben A. Garrison 66 Director
John Paul Hammerschmidt 75 Director
T. J. Jones 61 Director
Ken Reeves 50 Director
Doyle Z. Williams 58 Director
Dennis Beal 49 Vice President-Physical Assets
John Berry 44 Vice President-Risk Management
Terry Higginbotham 51 Vice President-Sales
Terry Stambaugh 44 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 1998 Annual Meeting of Shareholders to be held on Thursday,
April 23, 1998.
ITEM 11. EXECUTIVE COMPENSATION
This Item is incorporated by this reference to applicable portions of the
Registrant's Notice and Proxy Statement for its 1998 Annual Meeting of
Shareholders to be held on Thursday, April 23, 1998.
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 1998 Annual Meeting of
Shareholders to be held on Thursday, April 23, 1998.
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 1998 Annual Meeting of
Shareholders to be held on Thursday, April 23, 1998.
8
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.
9
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 Chairman Stock Option Plan, incorporated by
reference to Registrant's Form 10-K for the fiscal year ended December
31, 1995.
10(b) 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(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, 1997.
10(d) Appointed Non-Employee Director Stock Option Plan, incorporated by
reference to Registrant's Form 10-Q for the quarterly period ended June
30, 1997.
10(e) 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(f) 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(g) $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(h) $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(i) $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(j) $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(k) $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(l) $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
10(m) $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(n) 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(o) 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(p) 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(q) 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(r) 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(s) 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(t) 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(u) 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(v) 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(w) 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(x) 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(y) 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.
11
10(z) 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(aa) 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(bb) 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, 1996.
10(cc) 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.
13 Annual Report to Stockholders for the fiscal year ended December 31, 1997
21 Subsidiaries of Registrant
23 Consent of Ernst & Young LLP, Independent Auditors
27 Financial Data Schedule
12
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 6th day of
March, 1998.
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 March 6, 1998
- ------------------------------------------------------------- -------------
F. S. Garrison Date
Chairman of the Board of Directors, Chief Executive Officer
(Principal Executive Officer)
/s/Frank Conner March 6, 1998
- ------------------------------------------------------------- -------------
Frank Conner Date
Chief Financial Officer; Director
(Principal Accounting Officer)
/s/Tom Garrison March 6, 1998
- ------------------------------------------------------------- -------------
Tom Garrison Date
Director
/s/Will Garrison March 6, 1998
- ------------------------------------------------------------- -------------
Will Garrison Date
Director
/s/Ben A. Garrison March 6, 1998
- ------------------------------------------------------------- -------------
Ben A. Garrison Date
Director
/s/John Paul Hammerschmidt March 6, 1998
- ------------------------------------------------------------- -------------
John Paul Hammerschmidt Date
Director
/s/T. J. Jones March 6, 1998
- ------------------------------------------------------------- -------------
T. J. Jones Date
Director
/s/Ken Reeves March 6, 1998
- ------------------------------------------------------------- -------------
Ken Reeves Date
Director
/s/Doyle Z. Williams March 6, 1998
- ------------------------------------------------------------- -------------
Doyle Z. Williams Date
Director
13
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 fiscal year ended December 31, 1997 are incorporated by
reference in Item 8:
Consolidated Balance Sheets as of December 31, 1997 and 1996.
Consolidated Statements of Income for the years ended December 31, 1997, 1996
and 1995.
Consolidated Statements of Stockholders' Equity for the years ended December 31,
1997, 1996 and 1995.
Consolidated Statements of Cash Flows for the years ended December 31, 1997,
1996 and 1995.
Notes to Consolidated Financial Statements--December 31, 1997.
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.
14
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
AMERICAN FREIGHTWAYS CORPORATION
Column A Column B Column C Column D Column E
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Additions
-------------------------
Balance at Charged to Charged to Balance
Beginning Costs and Other Account Deductions at End
Description of Period Expenses -Describe -Describe of Period
- ---------------------------------------------------------------------------------------------------------
Year ended December 31, 1995:
Allowance for Doubtful Accounts $638,806 $928,974 $264,867(1) $988,116(2) $844,531
========== ========== ============ ============= ==========
Year ended December 31, 1996:
Allowance for Doubtful Accounts $844,531 $1,720,873 $225,618(1) $1,413,063(2) $1,377,959
========== ========== ============ ============= ==========
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
========== ========== ============ ============= ==========
(1) - Recoveries of amounts previously written off.
(2) - Uncollectible accounts written off.