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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: September 22, 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
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1. Form of Trust Indenture and Security Agreement (Federal
Express Corporation Trust No. N678FE), dated as of June
15, 1998, as amended and restated as of September 1,
1998, between State Street Bank and Trust Company of
Connecticut, National Association (the "Owner Trustee")
and First Security Bank, National Association (the
"Indenture Trustee")
1.a Form of Equipment Trust Certificate
(included in Exhibit 1)
2. Form of Participation Agreement (Federal Express
Corporation Trust No. N678FE), dated as of June 15, 1998,
as amended and restated as of September 1, 1998, among
Federal Express Corporation (the "Lessee"), Norlease,
Inc. (the "Owner Participant"), the Indenture Trustee,
the Owner Trustee and First Security Bank, National
Association (the "Pass Through Trustee" and the
"Subordination Agent")
3. Form of Trust Agreement (Federal Express Corporation
Trust No. N678FE), dated as of June 15, 1998, as amended
and restated as of September 1, 1998, between the Owner
Participant and the Owner Trustee
4. Form of Lease Agreement (Federal Express Corporation
Trust No. N678FE), dated as of June 15, 1998, as amended
and restated as of September 1, 1998, between the Owner
Trustee, as Lessor, and the Lessee
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: September 22, 1998
EXHIBIT INDEX
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Exhibit Description of Exhibit
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1. Form of Trust Indenture and Security Agreement (Federal
Express Corporation Trust No. N678FE), dated as of June
15, 1998, as amended and restated as of September 1,
1998, between State Street Bank and Trust Company of
Connecticut, National Association (the "Owner Trustee")
and First Security Bank, National Association (the
"Indenture Trustee")
1.a Form of Equipment Trust Certificate
(included in Exhibit 1)
2. Form of Participation Agreement (Federal Express
Corporation Trust No. N678FE), dated as of June 15, 1998,
as amended and restated as of September 1, 1998, among
Federal Express Corporation (the "Lessee"), Norlease,
Inc. (the "Owner Participant"), the Indenture Trustee,
the Owner Trustee and First Security Bank, National
Association (the "Pass Through Trustee" and the
"Subordination Agent")
3. Form of Trust Agreement (Federal Express Corporation
Trust No. N678FE), dated as of June 15, 1998, as amended
and restated as of September 1, 1998, between the Owner
Participant and the Owner Trustee
4. Form of Lease Agreement (Federal Express Corporation
Trust No. N678FE), dated as of June 15, 1998, as amended
and restated as of September 1, 1998, between the Owner
Trustee, as Lessor, and the Lessee