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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: October 26, 1995
(Date of earliest event reported)
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FEDERAL EXPRESS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State of Incorporation)
1-7806 71-0427007
(Commission File Number) (IRS Employer Identification No.)
2005 Corporate Avenue, Memphis, Tennessee 38132
(Address of principal executive offices)
Registrant's Telephone Number, including area code: (901) 369-3600
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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The following documents relating to the 1995 Pass Through
Certificates, Series B1, B2 and Series B3 are being filed in connection with,
and incorporated by reference in, the Registrant's Registration Statement on
Form S-3 No. 33-56569, which was declared effective July 26, 1995.
Exhibit Description of Exhibit
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1.b Underwriting Agreement relating to Federal Express
Corporation 1995 Pass Through Certificates Series B1,
Federal Express Corporation 1995 Pass Through
Certificates Series B2 and Federal Express Corporation
1995 Pass Through Certificates Series B3
4.a.1 Pass Through Trust Agreement dated as of February 1,
1993, as amended and restated as of October 1, 1995,
between Federal Express Corporation and NationsBank,
National Association (Carolinas)
4.a.2 Revised form of Pass Through Certificates
(included in Exhibit 4.a.3)
4.a.3 Forms of Series Supplements 1995-B1, 1995-B2 and 1995-B3
to the Pass Through Trust Agreement between Federal
Express Corporation and the Pass Through Trustee relating
to the Pass Through Certificates
4.c.1 Forms of Trust Indenture and Security Agreements (Federal
Express Corporation Trust Nos. N660FE, N661FE and N663FE,
respectively) between the Owner Trustee and the Indenture
Trustee relating to Equipment Trust Certificates (Federal
Express Corporation Trust Nos. N660FE, N661FE and N663FE,
respectively) in connection with the offering of Pass
Through Certificates
4.c.2 Forms of Equipment Trust Certificates
(included in Exhibit 4.c.1)
4.e.1 Forms of Participation Agreements (Federal Express
Corporation Trust Nos. N660FE, N661FE and N663FE,
respectively) among Federal Express Corporation, as
Lessee, the applicable Owner Participant, the Original
Loan Participants, the Indenture Trustee, the Owner
Trustee and the Pass Through Trustee relating to
Equipment Trust Certificates (Federal Express Corporation
Trust Nos. N660FE, N661FE and N663FE, respectively)
4.f Forms of Trust Agreements (Federal Express Corporation
Trust Nos. N660FE, N661FE and N663FE, respectively)
between the applicable Owner Participant and the Owner
Trustee relating to Equipment Trust Certificates (Federal
Express Corporation Trust Nos. N660FE, N661FE and N663FE,
respectively)
4.g Forms of Lease Agreements (Federal Express Corporation
Trust Nos. N660FE, N661FE and N663FE, respectively)
between the Owner Trustee, as Lessor, and Federal Express
Corporation, as Lessee, relating to Equipment Trust
Certificates (Federal Express Corporation Trust Nos.
N660FE, N661FE and N663FE, respectively)
5(b) Opinion of Dewey Ballantine, special counsel for the
Pass Through Trustee
8(b) Tax Opinion of Dewey Ballantine, special counsel for the
Pass Through Trustee (included under the caption "Certain
New York Taxes" in the Prospectus relating to Pass
Through Certificates) (included in Exhibit 5(b))
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FEDERAL EXPRESS CORPORATION
By: /s/ JAMES S. HUDSON
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James S. Hudson
Vice President and Controller
(principal accounting officer)
Dated: October 30, 1995
EXHIBIT INDEX
Exhibit Description of Exhibit
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1.b Underwriting Agreement relating to Federal Express
Corporation 1995 Pass Through Certificates Series B1,
Federal Express Corporation 1995 Pass Through
Certificates Series B2 and Federal Express Corporation
1995 Pass Through Certificates Series B3
4.a.1 Pass Through Trust Agreement dated as of February 1,
1993, as amended and restated as of October 1, 1995,
between Federal Express Corporation and NationsBank,
National Association (Carolinas)
4.a.2 Revised form of Pass Through Certificates
(included in Exhibit 4.a.3)
4.a.3 Forms of Series Supplements 1995-B1, 1995-B2 and 1995-B3
to the Pass Through Trust Agreement between Federal
Express Corporation and the Pass Through Trustee relating
to the Pass Through Certificates
4.c.1 Forms of Trust Indenture and Security Agreements (Federal
Express Corporation Trust Nos. N660FE, N661FE and N663FE,
respectively) between the Owner Trustee and the Indenture
Trustee relating to Equipment Trust Certificates (Federal
Express Corporation Trust Nos. N660FE, N661FE and N663FE,
respectively) in connection with the offering of Pass
Through Certificates
4.c.2 Forms of Equipment Trust Certificates
(included in Exhibit 4.c.1)
4.e.1 Forms of Participation Agreements (Federal Express
Corporation Trust Nos. N660FE, N661FE and N663FE,
respectively) among Federal Express Corporation, as
Lessee, the applicable Owner Participant, the Original
Loan Participants, the Indenture Trustee, the Owner
Trustee and the Pass Through Trustee relating to
Equipment Trust Certificates (Federal Express Corporation
Trust Nos. N660FE, N661FE and N663FE, respectively)
4.f Forms of Trust Agreements (Federal Express Corporation
Trust Nos. N660FE, N661FE and N663FE, respectively)
between the applicable Owner Participant and the Owner
Trustee relating to Equipment Trust Certificates (Federal
Express Corporation Trust Nos. N660FE, N661FE and N663FE,
respectively)
4.g Forms of Lease Agreements (Federal Express Corporation
Trust Nos. N660FE, N661FE and N663FE, respectively)
between the Owner Trustee, as Lessor, and Federal Express
Corporation, as Lessee, relating to Equipment Trust
Certificates (Federal Express Corporation Trust Nos.
N660FE, N661FE and N663FE, respectively)
5(b) Opinion of Dewey Ballantine, special counsel for the
Pass Through Trustee
8(b) Tax Opinion of Dewey Ballantine, special counsel for the
Pass Through Trustee (included under the caption "Certain
New York Taxes" in the Prospectus relating to Pass
Through Certificates) (included in Exhibit 5(b))