ITEM 3. LEGAL PROCEEDINGS
The Company is a party to routine litigation incidental to its business, primarily involving claims for personal injuries and property damage incurred in the transportation of freight. The Company believes adverse results in one or more of these cases would not have a material adverse effect on its competitive position, financial position or its results of operations. The Company maintains insurance in an amount which Management believes is currently sufficient to cover its risks.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
American Freightways Corporation's Common Stock has been traded under the symbol "AFWY" on the National Market System of the National Association of Securities Dealers Automated Quotation System (NASDAQ). The following table sets forth, for the periods indicated, the range of high and low prices for the Company's Common Stock as reported by NASDAQ through February 13, 1995. The latest price for the Company's Common Stock on February 13, 1995, as reported by the NASDAQ was $20.50 per share. At February 13, 1995, there were approximately 2,116 holders of record of the Company's Common Stock. The following market prices have been adjusted to reflect a 2-for-1 stock split paid on May 27, 1993, to shareholders of record on May 7, 1993.
The Company has not paid cash dividends in the past and does not intend to pay cash dividends in the foreseeable future. Under certain of the Company's loan agreements, the Company is subject to certain restrictions on its ability to pay dividends. See Note 3 to the Consolidated Financial Statements incorporated by reference herein.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
The following selected financial data are derived from consolidated financial statements of the Company. The data should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the Consolidated Financial Statements, related notes and other financial information included elsewhere herein.
(1) Assumes the change in accounting method for recognition of revenue as required by EITF 91-9 occurred January 1, 1990.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Item is incorporated by this reference to Registrant's Annual Report to Shareholders for the fiscal year ended December 31, 1994, pages 25 through 31.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The report of independent auditors and consolidated financial statements included on pages 32 through 40 of the Annual Report to Shareholders for the year ended December 31, 1994, are incorporated herein by reference.
Quarterly Results of Operations on page 39 of the Annual Report to Shareholders for the year ended December 31, 1994, is incorporated herein by reference.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT
The executive officers and directors of American Freightways as of February 13, 1995, are as follows:
The remainder of this Item 10, Directors and Executive Officers of the Registrant, is incorporated by this reference to Registrant's Notice and Proxy Statement for its Annual Meeting of Shareholders to be held on Tuesday, March 28, 1995.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
This Item is incorporated by this reference to applicable portions of the Registrant's Notice and Proxy Statement for its 1995 Annual Meeting of Shareholders to be held on Tuesday, March 28, 1995.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
This Item is incorporated by this reference to applicable portions of the Registrant's Notice and Proxy Statement for its 1995 Annual Meeting of Shareholders to be held on Tuesday, March 28, 1995.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND TRANSACTIONS
This Item is incorporated by this reference to applicable portions of the Registrant's Notice and Proxy Statement for its 1995 Annual Meeting of Shareholders to be held on Tuesday, March 28, 1995.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) (l) and (2) The response to this portion of Item 14 is submitted as a separate section of this report.
(3) The exhibits as listed in the Exhibit Index, are submitted as a separate section of this report.
(b) Current Reports on Form 8-K:
None.
(c) See Item 14(a)(3) above.
(d) The response to this portion of Item 14 is submitted as a separate section of this report.
INDEX TO EXHIBITS
3(a) Amended and Restated Articles of Incorporation of American Freightways Corporation.
3(b) Amended and Restated Bylaws of American Freightways Corporation.
10(a) Loan and Security Agreement among Union Planters National Bank, the Registrant and certain subsidiaries dated January 18, 1989, incorporated by reference from the Registrant's Registration Statement on Form S-1 dated March 30, 1989, No. 33-27073.
10(b) Amended Stock Purchase Plan for Certain employees of Registrant and subsidiaries incorporated by reference to Registrant's Registration Statement on Form S-1 dated February 19, 1991, No. 33 38997.
10(c) Non-statutory Stock Option Plan for Independent Directors incorporated by reference to Registrant's Registration Statement on Form S-1 dated February 19, 1991, No. 33-38997.
10(d) Note Agreement among Prudential Capital Corporation, the Registrant and certain subsidiaries dated December 5, 1991 incorporated by reference to Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1991.
10(e) Credit Agreement among NationsBank of Texas, N. A., as Agent, the Registrant and certain subsidiaries dated April 14, 1992 incorporated by reference to Registrant's Form 10-Q for the quarterly period ended March 31, 1992.
10(f) Amendment Number 1 to Note Agreement among Prudential Capital Corporation, the Registrant and certain subsidiaries dated December 5, 1991 incorporated by reference to Registrant's Form 10-Q for the quarterly period ended June 30, 1992.
10(g) Promissory Note among NationsBank of Texas, N.A., the Registrant and certain subsidiaries dated August 15, 1992, incorporated by reference to Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1992.
10(h) First Amendment to Credit Agreement among NationsBank of Texas, N.A., as Agent, the Registrant and certain subsidiaries dated December 30, 1992, incorporated by reference to Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1992.
10(i) 1993 Chairman Stock Option Plan incorporated by reference to Registrant's Notice and Proxy Statement for its Annual Meeting of Shareholders held on Thursday, April 22, 1993.
10(j) 1993 Non-Employee Director Stock Option Plan incorporated by reference to Registrant's Notice and Proxy Statement for its Annual Meeting of Shareholders held on Thursday, April 22, 1993.
10(k) 1993 Stock Option Plan for Key Employees incorporated by reference to Registrant's Registration Statement on Form S-8 dated June 2, 1993.
10(l) $50,000,000 Master Shelf Agreement ($10,000,000 note attached) with The Prudential Insurance Company of America dated September 3, 1993, incorporated by reference to Registrant's Form 10-Q for the quarterly period ended September 30, 1993.
10(m) Second Amendment to Credit Agreement among NationsBank of Texas, N.A., as Agent, the Registrant and certain subsidiaries dated February 1, 1994, incorporated by reference to Registrant's Form 10-K for the fiscal year ended December 31, 1993.
10(n) $10,000,000 Note dated February 2, 1994, issued under the $50,000,000 Master Shelf Agreement with The Prudential Insurance Company of America dated September 3, 1993, incorporated by reference to Registrant's Form 10-K for the fiscal year ended December 31, 1993.
10(o) American Freightways Corporation Excess Benefit Plan dated September 1, 1993, incorporated by reference to Registrant's Form 10-K for the fiscal year ended December 31, 1993.
10(p) American Freightways Corporation Amended and Restated Excess Benefit Plan dated December 28, 1993, incorporated by reference to Registrant's Form 10-K for the fiscal year ended December 31, 1993.
10(q) Amended Stock Purchase Plan for Certain employees of Registrant and subsidiaries incorporated by reference to Registrant's Registration Statement on Form S-8 dated March 18, 1994.
10(r) $10,000,000 Note dated April 13, 1994, issued under the $50,000,000 Master Shelf Agreement with The Prudential Insurance Company of America dated September 3, 1993, incorporated by reference to Registrant's Form 10-Q for the quarterly period ended June 30, 1994.
10(s) Amended and Restated Credit Agreement among NationsBank of Texas, N.A., as Agent, the Registrant and certain subsidiaries dated October 20, 1994.
10(t) Letter Amendment No. 3 to Note Agreement with The Prudential Insurance Company of America dated October 19, 1994.
10(u) Letter Amendment No. 1 to Master Shelf Agreement with The Prudential Insurance Company of America dated October 19, 1994.
10(v) Letter Amendment No. 2 to Master Shelf Agreement with The Prudential Insurance Company of America dated December 14, 1994.
13 Annual Report to Stockholders for the fiscal year ended December 31, 1994.
22 Subsidiaries of Registrant
24 Consent of Ernst & Young LLP
27 Financial Data Schedule
SIGNATURES
Pursuant to the requirements of Section 13 or 15 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. Dated this 13th day of February, 1995.
American Freightways Corporation
By: /s/James R. Dodd ---------------- James R. Dodd Chief Financial Officer; Director (Chief Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
/s/F. S. Garrison February 13, 1995 - --------------------------------------- ----------------- F. S. Garrison Date Chairman of the Board of Directors, Chief Executive Officer (Principal Executive Officer)
/s/James R. Dodd February 13, 1995 - --------------------------------------- ----------------- James R. Dodd Date Chief Financial Officer; Director (Chief Accounting Officer)
/s/Tom Garrison February 13, 1995 - --------------------------------------- ----------------- Tom Garrison Date Director
/s/T. J. Jones February 13, 1995 - --------------------------------------- ----------------- T. J. Jones Date Director
/s/Frank Conner February 13, 1995 - --------------------------------------- ----------------- Frank Conner Date Director
/s/Ben A. Garrison February 13, 1995 - --------------------------------------- ----------------- Ben A. Garrison Date Director
/s/Ken Reeves February 13, 1995 - --------------------------------------- ----------------- Ken Reeves Date Director
ANNUAL REPORT ON FORM 10-K--ITEM 8, ITEM 14(A)(1) AND (2), (C) AND (D) AMERICAN FREIGHTWAYS CORPORATION AND SUBSIDIARIES LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
The following consolidated financial statements of American Freightways Corporation and subsidiaries included in the Registrant's Annual Report to Shareholders for the fiscal year ended December 31, 1994 are incorporated by reference in Item 8:
Consolidated Balance Sheets as of December 31, 1994 and 1993.
Consolidated Statements of Income for the years ended December 31, 1994, 1993 and 1992.
Consolidated Statements of Stockholders' Equity for the years ended December 31, 1994, 1993 and 1992.
Consolidated Statements of Cash Flows for the years ended December 31, 1994, 1993 and 1992.
Notes to Consolidated Financial Statements--December 31, 1994.
The following consolidated financial statement schedules of American Freightways Corporation and subsidiaries are included in Item 14(d):
AMERICAN FREIGHTWAYS CORPORATION AND SUBSIDIARIES
Consolidated Financial Statement Schedule:
Schedule VIII Valuation and Qualifying Accounts
All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable, and therefore have been omitted.
SCHEDULE VIII
VALUATION AND QUALIFYING ACCOUNTS
AMERICAN FREIGHTWAYS CORPORATION
Note 1 - Recoveries of amounts previously written off.
Note 2 - Uncollectible accounts written off.