-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, KdNRtxN7zw+UQRac6zLcnAKWnhd4XPa5FP8kcqeyMITn7OypQPd93H4OfLfraBkk 3KAziogCws0p4V7xv4PTSw== 0000950172-95-000274.txt : 19950814 0000950172-95-000274.hdr.sgml : 19950814 ACCESSION NUMBER: 0000950172-95-000274 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950811 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WORLDWAY CORP CENTRAL INDEX KEY: 0000706166 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 561349996 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34206 FILM NUMBER: 95561536 BUSINESS ADDRESS: STREET 1: HIGHWAY 150 EAST CITY: CHERRYVILLE STATE: NC ZIP: 28021 BUSINESS PHONE: 7044356811 MAIL ADDRESS: STREET 1: PO BOX 1000 CITY: CHERRYVILLE STATE: NC ZIP: 28021 FORMER COMPANY: FORMER CONFORMED NAME: CAROLINA FREIGHT CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ARKANSAS BEST CORP /DE/ CENTRAL INDEX KEY: 0000894405 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 710673405 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 1000 SOUTH 21 ST CITY: FORT SMITH STATE: AR ZIP: 72901 BUSINESS PHONE: 5017856000 MAIL ADDRESS: STREET 1: P O BOX 48 CITY: FORT SMITH STATE: AR ZIP: 72902 SC 14D1/A 1 SCHEDULE 14D1 FINAL AMENDMENT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 2 (FINAL AMENDMENT) TO SCHEDULE 14D-1 Tender Offer Statement Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 and SCHEDULE 13D Statement Under Section 13(d) of the Securities Exchange Act of 1934 WORLDWAY CORPORATION (Name of Subject Company) ABC ACQUISITION CORPORATION ARKANSAS BEST CORPORATION (Bidders) COMMON STOCK, $0.50 PAR VALUE (Title of Class of Securities) 98155F 10 3 (CUSIP Number of Class of Securities) RICHARD F. COOPER, ESQ. ARKANSAS BEST CORPORATION 3801 OLD GREENWOOD ROAD FORT SMITH, ARKANSAS 72903 (501) 785-6000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidders) COPIES TO: PETER A. ATKINS, ESQ. SKADDEN, ARPS, SLATE, MEAGHER & FLOM 919 THIRD AVENUE NEW YORK, NEW YORK 10022 (212) 735-3000 14D-1 CUSIP No. 98155F 10 3 1. Name of Reporting Persons: S.S. or I.R.S. Identification No. of Above Person ABC ACQUISITION CORPORATION 2. Check the appropriate box if a member of a group (a) ( ) (b) ( ) 3. SEC use only 4. Source of funds: BK, AF 5. Check if disclosure of legal proceedings is required pursuant to items 2(e) or 2(f) ( ) 6. Citizenship or place of organization: NORTH CAROLINA 7. Aggregate amount beneficially owned by each reporting person: 5,964,030 8. Check if the aggregate amount in row (7) excludes certain shares ( ) 9. Percent of class represented by amount in row (7): 91% 10. Type of reporting person: CO 14D-1 CUSIP No. 98155F 10 3 1. Name of reporting persons: S.S. or I.R.S. Identification No. of above person ARKANSAS BEST CORPORATION (71-0673405) 2. Check the appropriate box if a member of a group (a) ( ) (b) ( ) 3. SEC use only 4. Source of funds: BK 5. Check if disclosure of legal proceedings is required pursuant to items 2(e) or 2(f) ( ) 6. Citizenship or place of organization: DELAWARE 7. Aggregate amount beneficially owned by each reporting person: 5,964,030 8. Check if the aggregate amount in row (7) excludes certain shares ( ) 9. Percent of class represented by amount in row (7): 91% 10. Type of reporting person: CO ABC Acquisition Corporation (the "Purchaser"), a North Carolina corporation and a wholly owned subsidiary of Arkansas Best Corporation, a Delaware corporation ("Parent"), and Parent, hereby amend and supplement their Statement on Schedule 14D-1 ("Schedule 14D-1"), filed with the Securities and Exchange Commission (the "Commission") on July 14, 1995, to purchase all outstanding shares on a fully diluted basis (assuming exercise of all outstanding stock options) of Common Stock, par value $0.50 per share (the "Shares"), of WorldWay Corporation, a North Carolina corporation (the "Company"), at a purchase price of $11.00 per Share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer. This Amendment No. 2 (Final Amendment) to Schedule 14D-1, filed on behalf of the Purchaser and Parent, also constitutes the Statement on Schedule 13D of the Purchaser and Parent with respect to certain Shares which they may be deemed to beneficially own, as described herein. ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. The information set forth in Item 6 is hereby amended and supplemented by the following information: The Offer expired at 12:00 midnight, New York City time, on August 10, 1995. According to a preliminary count by First Union National Bank of North Carolina, depositary for the Offer, as of 12:00 midnight, New York City time, on August 10, 1995, there were validly tendered pursuant to the Offer 5,964,030 Shares (including 53,168 Shares tendered by means of notices of guaranteed delivery), representing approximately 91% of the Shares currently outstanding. Pursuant to the Offer, the Purchaser accepted for payment all such Shares validly tendered according to the terms of the Offer. The information set forth in the press release issued by Parent on August 11, 1995 and filed as Exhibit (a)(12) to this Amendment No. 2 (Final Amendment) is hereby incorporated by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. (a)(12) Press release issued by Parent on August 11, 1995. SIGNATURE After reasonable 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. Dated: August 11, 1995 ABC Acquisition Corporation By: /s/ DONALD L. NEAL Name: Title: Senior Vice President - Chief Financial Officer Arkansas Best Corporation By: /s/ DONALD L. NEAL Name: Title: Senior Vice President and Chief Financial Officer EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION (a)(12) Press release issued by Parent on August 11, 1995. ARKANSAS BEST CORPORATION ANNOUNCES COMPLETION OF TENDER OFFER FOR WORLDWAY CORPORATION (Fort Smith, Arkansas, August 11, 1995) -- Arkansas Best Corporation (NASDAQ/NMS: "ABFS") announced today the successful completion of its tender offer to acquire all outstanding shares of common stock of WorldWay Corporation (NYSE: "WCN" and PSE: "WCN") at $11.00 per share in cash. Approximately 5,964,030 shares of WorldWay common stock have been tendered pursuant to the tender offer, according to a preliminary count by First Union National Bank of North Carolina, the depositary for the tender offer. This represents approximately 91% of WorldWay's outstanding shares of common stock. Arkansas Best Corporation stated that it expects to commence paying for all validly tendered shares on Monday, August 14, 1995. END OF RELEASE For further information, contact Mr. Randall M. Loyd, Director of Financial Reporting, at (501) 785-6200. -----END PRIVACY-ENHANCED MESSAGE-----