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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: June 30, 1998
(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
The following documents are being filed in connection with, and
incorporated by reference in, the Registrant's Registration Statement on Form
S-3 No. 333-49411, which was declared effective on June 11, 1998.
Exhibit Description of Exhibit
1 Underwriting Agreement relating to Federal Express
Corporation 1998-1-A Pass Through Trust, 1998-1-B Pass
Through Trust and 1998-1-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 1998-1-A, 1998-1-B and
1998-1-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, Kreditanstalt fur Wiederaufbau (the "Liquidity
Provider"), and First Security Bank, National Association
(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. N585FE, N590FE, N620FE,
N621FE, N623FE, N675FE, N676FE, N677FE, N678FE, N679FE,
N680FE, N681FE and N682FE, respectively) between State
Street Bank and Trust Company of Connecticut, National
Association (the "Owner Trustee") and First Security
Bank, National Association (the "Indenture Trustee")
relating to Equipment Trust Certificates (Federal Express
Corporation Trust Nos. N585FE, N590FE, N620FE, N621FE,
N623FE, N675FE, N676FE, N677FE, N678FE, N679FE, N680FE,
N681FE and N682FE, 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. N585FE, N590FE, N620FE, N621FE,
N623FE, N675FE, N676FE, N677FE, N678FE, N679FE, N680FE,
N681FE and N682FE, respectively) among Federal Express
Corporation, the applicable Owner Participant, the
Original Loan Participants, 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.
N585FE, N590FE, N620FE, N621FE, N623FE, N675FE, N676FE,
N677FE, N678FE, N679FE, N680FE, N681FE and N682FE,
respectively)
4.d Forms of Trust Agreements (Federal Express Corporation
Trust Nos. N585FE, N590FE, N620FE, N621FE, N623FE, N675FE,
N676FE, N677FE, N678FE, N679FE, N680FE, N681FE and
N682FE, respectively) between the applicable Owner
Participant and the Owner Trustee relating to Equipment
Trust Certificates (Federal Express Corporation Trust
Nos. N585FE, N590FE, N620FE, N621FE, N623FE, N675FE,
N676FE, N677FE, N678FE, N679FE, N680FE, N681FE and
N682FE, respectively)
4.e Forms of Lease Agreements (Federal Express Corporation
Trust Nos. N585FE, N590FE, N620FE, N621FE, N623FE, N675FE,
N676FE, N677FE, N678FE, N679FE, N680FE, N681FE and
N682FE, respectively) between the Owner Trustee, as
Lessor, and Federal Express Corporation, relating to
Equipment Trust Certificates (Federal Express Corporation
Trust Nos. N585FE, N590FE, N620FE, N621FE, N623FE,
N675FE, N676FE, N677FE, N678FE, N679FE, N680FE, N681FE
and N682FE, respectively)
4.f Form of Ancillary Agreement I (Federal Express
Corporation Trust No. N675FE) 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 No. N675FE)
4.g Forms of Owner Participant Guaranty (Federal Express
Corporation Trust Nos. N590FE and N675FE) 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 Nos. N590FE and N675FE)
4.h Forms of Owner Trustee Guaranty (Federal Express
Corporation Trust Nos. N590FE and N675FE) in favor of
Federal Express Corporation, the applicable Owner
Participant, the Indenture Trustee and the Pass Through
Trustee, relating to Equipment Trust Certificates
(Federal Express Corporation Trust Nos. N590FE and N675FE)
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/ MICHAEL W. HILLARD
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Michael W. Hillard
Vice President and Controller
(principal accounting officer)
Dated: June 30, 1998
EXHIBIT INDEX
Exhibit Description of Exhibit
1 Underwriting Agreement relating to Federal Express
Corporation 1998-1-A Pass Through Trust, 1998-1-B Pass
Through Trust and 1998-1-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 1998-1-A, 1998-1-B and
1998-1-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, Kreditanstalt fur Wiederaufbau (the "Liquidity
Provider"), and First Security Bank, National Association
(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. N585FE, N590FE, N620FE,
N621FE, N623FE, N675FE, N676FE, N677FE, N678FE, N679FE,
N680FE, N681FE and N682FE, respectively) between State
Street Bank and Trust Company of Connecticut, National
Association (the "Owner Trustee") and First Security
Bank, National Association (the "Indenture Trustee")
relating to Equipment Trust Certificates (Federal Express
Corporation Trust Nos. N585FE, N590FE, N620FE, N621FE,
N623FE, N675FE, N676FE, N677FE, N678FE, N679FE, N680FE,
N681FE and N682FE, 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. N585FE, N590FE, N620FE, N621FE,
N623FE, N675FE, N676FE, N677FE, N678FE, N679FE, N680FE,
N681FE and N682FE, respectively) among Federal Express
Corporation, the applicable Owner Participant, the
Original Loan Participants, 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.
N585FE, N590FE, N620FE, N621FE, N623FE, N675FE, N676FE,
N677FE, N678FE, N679FE, N680FE, N681FE and N682FE,
respectively)
4.d Forms of Trust Agreements (Federal Express Corporation
Trust Nos. N585FE, N590FE, N620FE, N621FE, N623FE, N675FE,
N676FE, N677FE, N678FE, N679FE, N680FE, N681FE and
N682FE, respectively) between the applicable Owner
Participant and the Owner Trustee relating to Equipment
Trust Certificates (Federal Express Corporation Trust
Nos. N585FE, N590FE, N620FE, N621FE, N623FE, N675FE,
N676FE, N677FE, N678FE, N679FE, N680FE, N681FE and
N682FE, respectively)
4.e Forms of Lease Agreements (Federal Express Corporation
Trust Nos. N585FE, N590FE, N620FE, N621FE, N623FE, N675FE,
N676FE, N677FE, N678FE, N679FE, N680FE, N681FE and
N682FE, respectively) between the Owner Trustee, as
Lessor, and Federal Express Corporation, relating to
Equipment Trust Certificates (Federal Express Corporation
Trust Nos. N585FE, N590FE, N620FE, N621FE, N623FE,
N675FE, N676FE, N677FE, N678FE, N679FE, N680FE, N681FE
and N682FE, respectively)
4.f Form of Ancillary Agreement I (Federal Express
Corporation Trust No. N675FE) 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 No. N675FE)
4.g Forms of Owner Participant Guaranty (Federal Express
Corporation Trust Nos. N590FE and N675FE) 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 Nos. N590FE and N675FE)
4.h Forms of Owner Trustee Guaranty (Federal Express
Corporation Trust Nos. N590FE and N675FE) in favor of
Federal Express Corporation, the applicable Owner
Participant, the Indenture Trustee and the Pass Through
Trustee, relating to Equipment Trust Certificates
(Federal Express Corporation Trust Nos. N590FE and N675FE)