- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
SCHEDULE 14D-9/A
Solicitation/Recommendation Statement under Section 14(d)(4)
of the Securities Exchange Act of 1934
American Freightways Corporation
(Name of Subject Company)
American Freightways Corporation
(Names of Persons Filing Statement)
Common Stock Par Value $.01
(Title of Class of Securities)
----------------
02629V108
(CUSIP Number of Class of Securities)
Frank Conner
American Freightways Corporation
2200 Forward Drive
Harrison, AR 72601
870-741-9000
(Name, address, and telephone numbers of person authorized to receive
notices and communications on behalf of the persons filing statement)
Copies to:
Jeffrey J. Gearhart
Goodloe M. Partee
Holly L. Larkin
Kutak Rock LLP
425 West Capitol Avenue
Suite 1100
Little Rock, AR 72201
501-975-3000
[_] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
AMENDMENT NO. 2 TO SCHEDULE 14D-9
This Amendment No. 2 to the Solicitation/Recommendation Statement on
Schedule 14D-9 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 originally filed with the Securities and Exchange
Commission on November 20, 2000 (as subsequently amended, the "Schedule 14D-
9") relating to an offer by FedEx Corporation, a Delaware corporation
("Parent"), and FDX, Inc., a Delaware corporation and a wholly-owned
subsidiary of Parent, to purchase up to 50.1% of the outstanding shares of
common stock, par value $.01 per share, and associated rights (the "Shares"),
of American Freightways Corporation, an Arkansas corporation, at $28.13 per
Share, net to the seller in cash, upon the terms and subject to the conditions
set forth in the Offer to Purchase, dated November 20, 2000 (the "Offer to
Purchase"), and in the related Letter of Transmittal. Copies of the Offer to
Purchase and the Letter of Transmittal were filed as Exhibits (a)(1) and
(a)(2), respectively, to the Schedule 14D-9.
Capitalized terms used and not defined herein shall have the meanings set
forth in the Schedule 14D-9.
Item 9. Exhibits.
Item 9 of the Schedule 14D-9 is hereby amended and supplemented by the
addition of the following exhibit:
Exhibit
No. Description
------- -----------
(a)(6) Memorandum dated December 1, 2000, from Will Garrison, Chief Operating
Officer of American Freightways Corporation, to employee shareholders.
2
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and
correct.
American Freightways Corporation
/S/ F. S. (Sheridan) Garrison
By: _________________________________
F. S. (Sheridan) Garrison
Chairman
Dated: December 1, 2000
3
Exhibit Index
Exhibit
No. Description
------- -----------
(a)(1) Offer to Purchase, dated November 20, 2000 (incorporated by reference
to Exhibit (a)(1) to the Schedule TO filed by Purchaser on November
20, 2000).
(a)(2) Form of Letter of Transmittal (incorporated by reference to Exhibit
(a)(2) to the Schedule TO filed by Purchaser on November 20, 2000).
(a)(3) Letter to holders of American Freightways Corporation common stock,
dated November 20, 2000 (included with Schedule 14D-9 mailed to
shareholders).*
(a)(4) Fairness Opinion of Credit Suisse First Boston Corporation, dated
November 12, 2000 (included as Annex II).*
(a)(5) Joint Press Release of American Freightways Corporation and FedEx
Corporation, dated November 13, 2000 (incorporated by reference to
Exhibit (a)(99) to the Company's Form 10-Q for the period ended
September 30, 2000, filed by the Company on November 14, 2000).
(a)(6) Memorandum dated December 1, 2000, from Will Garrison, Chief Operating
Officer of American Freightways Corporation, to employee shareholders.
(e)(1) Agreement and Plan of Merger, dated as of November 12, 2000, among FDX
Inc., FedEx Corporation (incorporated by reference to Exhibit (a)(2)
to the Company's Form 10-Q for the period ended September 30, 2000,
filed by the Company on November 14, 2000).
(e)(2) Irrevocable Proxy and Voting Agreement, dated as of November 12, 2000,
among FDX Inc., FedEx Corporation and certain shareholders of American
Freightways Corporation.*
(e)(3) Form of Employment Agreement.*
(e)(4) First Amendment to the First Amended and Restated Rights Agreement,
dated November 12, 2000, among American Freightways Corporation and
EquiServe Trust Company, N.A.*
(e)(5) Information Statement of the Company (included as Annex I).*
- --------
*Filed with the Schedule 14D-9 on November 20, 2000.
4