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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: May 22, 1997
(Date of earliest event reported)
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
The following documents are being filed in connection with, and
incorporated by reference in, the Registrant's Registration Statement on Form
S-3 No. 333-07691, which was declared effective on July 10, 1996, as amended
by Post-Effective Amendment No. 1 to such Registration Statement, which was
declared effective on April 28, 1997.
Exhibit Description of Exhibit
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1 Underwriting Agreement relating to Federal Express
Corporation 1997-1-A Pass Through Trust, 1997-1-B Pass
Through Trust and 1997-1-C Pass Through Trust
4.a.1 Pass Through Trust Agreement dated as of May 1, 1997,
between Federal Express Corporation and First Security
Bank, National Association (the "Pass Through Trustee")
(Filed as Exhibit 4.a.3 to Registrant's Form 8-K
dated May 12, 1997, Commission File No. 1-7806, and
incorporated herein by reference.)
4.a.2 Revised form of Pass Through Certificates
(included in Exhibit 4.a.3)
4.a.3 Forms of Series Supplements 1997-1-A, 1997-1-B and
1997-1-C to the Pass Through Trust Agreement between
Federal Express Corporation and the Pass Through Trustee
relating to the Pass Through Certificates
4.a.4 Form of Intercreditor Agreement among the Pass Through
Trustee, Kredietbank N.V., New York Branch (the "Liquidity
Provider"), and First Security Bank, National Assocation
(the "Subordination Agent")
4.a.5 Forms of Irrevocable Revolving Credit Agreements for
Class A and Class B Pass Through Certificates between the
Subordination Agent and the Liquidity Provider
4.b.1 Forms of Trust Indenture and Security Agreements (Federal
Express Corporation Trust Nos. N670FE, N671FE, N672FE,
N673FE, N674FE, N581FE, N583FE, N584FE and N587FE
respectively) between State Street Bank and Trust Company
of Connecticut, National Association or Wilmington Trust
Company, as the case may be (the "Owner Trustee") and
First Security Bank, National Association (the "Indenture
Trustee") relating to Equipment Trust Certificates
(Federal Express Corporation Trust Nos. N670FE, N671FE,
N672FE, N673FE, N674FE, N581FE, N583FE, N584FE and
N587FE, respectively) in connection with the offering of
Pass Through Certificates
4.b.2 Forms of Equipment Trust Certificates
(included in Exhibit 4.b.1)
4.c Forms of Participation Agreements (Federal Express
Corporation Trust Nos. N670FE, N671FE, N672FE, N673FE,
N674FE, N581FE, N583FE, N584FE and N587FE, respectively)
among Federal Express Corporation, the applicable Owner
Participant, the Original Loan Participants, if any, the
Original Indenture Trustee, if any, the Indenture
Trustee, the Owner Trustee, the Pass Through Trustee and
the Subordination Agent relating to Equipment Trust
Certificates (Federal Express Corporation Trust Nos.
N670FE, N671FE, N672FE, N673FE, N674FE, N581FE, N583FE,
N584FE and N587FE, respectively)
4.d Forms of Trust Agreements (Federal Express Corporation
Trust Nos. N670FE, N671FE, N672FE, N673FE, N674FE, N581FE,
N583FE, N584FE and N587FE, respectively) between the
applicable Owner Participant and the Owner Trustee
relating to Equipment Trust Certificates (Federal Express
Corporation Trust Nos. N670FE, N671FE, N672FE, N673FE,
N674FE, N581FE, N583FE, N584FE and N587FE, respectively)
4.e Forms of Lease Agreements (Federal Express Corporation
Trust Nos. N670FE, N671FE, N672FE, N673FE, N674FE, N581FE,
N583FE, N584FE and N587FE, respectively) between the Owner
Trustee, as Lessor, and Federal Express Corporation,
relating to Equipment Trust Certificates (Federal Express
Corporation Trust Nos. N670FE, N671FE, N672FE, N673FE,
N674FE, N581FE, N583FE, N584FE and N587FE, respectively)
4.f Forms of Ancillary Agreement I (Federal Express
Corporation Trust Nos. N670FE, N671FE, N672FE, N673FE,
N674FE and N587FE respectively) among the Federal Express
Corporation, as Lessee, the applicable Owner Participant,
the Indenture Trustee and the Owner Trustee relating to
Equipment Trust Certificates (Federal Express Corporation
Trust Nos. N670FE, N671FE, N672FE, N673FE, N674FE and
N587FE, respectively)
4.g Forms of Owner Participant Guaranty (Federal Express
Corporation Trust Nos. N670FE, N671FE, N672FE, N673FE,
N674FE, N581FE and N587FE) in favor of Federal Express
Corporation, the Owner Trustee, the Indenture Trustee and
the Pass Through Trustee, relating to Equipment Trust
Certificates (Federal Express Corporation Trust No.
N670FE, N671FE, N672FE, N673FE, N674FE, N581FE and N587FE)
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
/s/ MICHAEL W. HILLARD
By: _____________________________________
Michael W. Hillard
Vice President and Controller
(principal accounting officer)
Dated: May 22, 1997
EXHIBIT INDEX
Exhibit Description of Exhibit
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1 Underwriting Agreement relating to Federal Express
Corporation 1997-1-A Pass Through Trust, 1997-1-B Pass
Through Trust and 1997-1-C Pass Through Trust
4.a.1 Pass Through Trust Agreement dated as of May 1, 1997,
between Federal Express Corporation and First Security
Bank, National Association (the "Pass Through Trustee")
(Filed as Exhibit 4.a.3 to Registrant's Form 8-K
dated May 12, 1997, Commission File No. 1-7806, and
incorporated herein by reference.)
4.a.2 Revised form of Pass Through Certificates
(included in Exhibit 4.a.3)
4.a.3 Forms of Series Supplements 1997-1-A, 1997-1-B and
1997-1-C to the Pass Through Trust Agreement between
Federal Express Corporation and the Pass Through Trustee
relating to the Pass Through Certificates
4.a.4 Form of Intercreditor Agreement among the Pass Through
Trustee, Kredietbank N.V., New York Branch (the "Liquidity
Provider"), and First Security Bank, National Assocation
(the "Subordination Agent")
4.a.5 Forms of Irrevocable Revolving Credit Agreements for
Class A and Class B Pass Through Certificates between the
Subordination Agent and the Liquidity Provider
4.b.1 Forms of Trust Indenture and Security Agreements (Federal
Express Corporation Trust Nos. N670FE, N671FE, N672FE,
N673FE, N674FE, N581FE, N583FE, N584FE and N587FE
respectively) between State Street Bank and Trust Company
of Connecticut, National Association or Wilmington Trust
Company, as the case may be (the "Owner Trustee") and
First Security Bank, National Association (the "Indenture
Trustee") relating to Equipment Trust Certificates
(Federal Express Corporation Trust Nos. N670FE, N671FE,
N672FE, N673FE, N674FE, N581FE, N583FE, N584FE and
N587FE, respectively) in connection with the offering of
Pass Through Certificates
4.b.2 Forms of Equipment Trust Certificates
(included in Exhibit 4.b.1)
4.c Forms of Participation Agreements (Federal Express
Corporation Trust Nos. N670FE, N671FE, N672FE, N673FE,
N674FE, N581FE, N583FE, N584FE and N587FE, respectively)
among Federal Express Corporation, the applicable Owner
Participant, the Original Loan Participants, if any, the
Original Indenture Trustee, if any, the Indenture
Trustee, the Owner Trustee, the Pass Through Trustee and
the Subordination Agent relating to Equipment Trust
Certificates (Federal Express Corporation Trust Nos.
N670FE, N671FE, N672FE, N673FE, N674FE, N581FE, N583FE,
N584FE and N587FE, respectively)
4.d Forms of Trust Agreements (Federal Express Corporation
Trust Nos. N670FE, N671FE, N672FE, N673FE, N674FE, N581FE,
N583FE, N584FE and N587FE, respectively) between the
applicable Owner Participant and the Owner Trustee
relating to Equipment Trust Certificates (Federal Express
Corporation Trust Nos. N670FE, N671FE, N672FE, N673FE,
N674FE, N581FE, N583FE, N584FE and N587FE, respectively)
4.e Forms of Lease Agreements (Federal Express Corporation
Trust Nos. N670FE, N671FE, N672FE, N673FE, N674FE, N581FE,
N583FE, N584FE and N587FE, respectively) between the Owner
Trustee, as Lessor, and Federal Express Corporation,
relating to Equipment Trust Certificates (Federal Express
Corporation Trust Nos. N670FE, N671FE, N672FE, N673FE,
N674FE, N581FE, N583FE, N584FE and N587FE, respectively)
4.f Forms of Ancillary Agreement I (Federal Express
Corporation Trust Nos. N670FE, N671FE, N672FE, N673FE,
N674FE and N587FE respectively) among the Federal Express
Corporation, as Lessee, the applicable Owner Participant,
the Indenture Trustee and the Owner Trustee relating to
Equipment Trust Certificates (Federal Express Corporation
Trust Nos. N670FE, N671FE, N672FE, N673FE, N674FE and
N587FE, respectively)
4.g Forms of Owner Participant Guaranty (Federal Express
Corporation Trust Nos. N670FE, N671FE, N672FE, N673FE,
N674FE, N581FE and N587FE) in favor of Federal Express
Corporation, the Owner Trustee, the Indenture Trustee and
the Pass Through Trustee, relating to Equipment Trust
Certificates (Federal Express Corporation Trust No.
N670FE, N671FE, N672FE, N673FE, N674FE, N581FE and N587FE)