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 (Date of Earliest Event Reported): DECEMBER 29, 2000
AMERICAN FREIGHTWAYS CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware 34-0-17570 74-2391754
(State of Incorporation) (Commission File (IRS Employer
Number) Identification No.)
2200 FORWARD DRIVE, HARRISON, ARKANSAS 72601
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (870) 741-9000
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. Other Events.
On December 29, 2000, FedEx Corporation, a Delaware corporation
("FedEx"), announced the final results of the successful completion of its cash
tender offer (the "Offer"), made through its wholly-owned subsidiary FDX, Inc.
("FDX"), to purchase up to 50.1% of the outstanding shares of common stock and
associated rights of American Freightways Corporation (the "Company") at a price
of $28.13 per share. The cash tender offer expired at 12:00 midnight, Eastern
Standard Time, on Thursday, December 21, 2000. FedEx has informed the Company
that 16,885,407 shares were properly tendered and not withdrawn. FedEx also has
informed the Company that FDX has accepted for payment 16,380,038 of the
tendered shares, and that the depositary for the Offer will be issuing payment
promptly for the shares accepted under the Offer. The text of FedEx's press
release, dated December 29, 2000, announcing the final results of the Offer is
filed as Exhibit 99.1 hereto and incorporated herein by reference.
Following purchase of the shares, FedEx and its subsidiaries will own
of record 16,380,043 shares, or approximately 50.1% of the outstanding common
stock of the Company, and, pursuant to the Voting Agreement among FedEx and
certain members of the Garrison family, may be deemed the beneficial owner of
27,559,583 shares, or approximately 84.3% of the outstanding common stock of the
Company.
As previously announced, the Offer will be followed by the merger of
the Company into FDX as soon as practicable. The completion of the merger is
subject to certain conditions, including the approval of the merger by the
Company's shareholders. The Company anticipates that the special meeting of the
Company's shareholders will be held and the merger completed on or about
February 9, 2001. Upon completion of the merger, each remaining outstanding
share of common stock of the Company will be converted into the right to receive
that certain number of shares of FedEx common stock determined by dividing
$28.13 by the average closing price per share of FedEx common stock for a
defined period of trading days prior to the closing of the merger.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Not Applicable
(b) Not Applicable
(c) Exhibits
99.1 Press Release, dated December 29, 2000, of FedEx Corporation.
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SIGNATURES
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 thereunto duly authorized.
AMERICAN FREIGHTWAYS CORPORATION
Date: December 29, 2000 By: /s/ Frank Conner
---------------------------------------
Frank Conner, Executive Vice President -
Accounting and Finance and Chief Financial
Officer
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