SEC Info - Orbis Investment Management Ltd, et al. - ‘SC 13D’ on 9/11/97 re: American Freightways Corp

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Orbis Investment Management Ltd, et al. – ‘SC 13D’ on 9/11/97 re: American Freightways Corp

As of: Thursday, 9/11/97 · Accession #: 902664-97-294 · File #: 5-40826

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 9/11/97  Orbis Investment Management Ltd   SC 13D                 2:19K  American Freightways Corp         Schulte Roth & Z… LLP/FA
          Orbis Asset Management Limited
          Orbis Global Equity Limited
          Orbis Investment Management Limited
          Orbis Investment Management Ltd
          Orbis Optimal Global Fund, L.P.

General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership             14     33K 
 2: EX-99       Miscellaneous Exhibit                                  2      7K

SC 13D — General Statement of Beneficial Ownership
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Interest in Securities of the Issuer Security and Issuer. Page 6 of 16 Pages
1	1st Page - Filing Submission
6	Item 1. Security and Issuer. Page 6 of 16 Pages
9	Item 5. Interest in Securities of the Issuer

SC 13D 1st Page of 14 TOC ↑Top Previous Next ↓Bottom Just 1st
 
SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
______________________  
SCHEDULE 13D  

 Under the Securities Exchange Act of 1934

American Freightways Corporation
(Name of Issuer)  

Common Stock, Par Value $0.01 
(Title of Class of Securities)

02629V108   
(CUSIP Number)    

       Kevin J. Comeau, Esq.
   c/o Orbis Investment Management Limited
    34 Bermudiana Road
  Hamilton HM 11
 Bermuda
  (441) 296-3000
   (Name, address and telephone number of person
     authorized to receive notices and communications)

   September 3, 1997
     (Date of event which requires filing of this statement)

    If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is        
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following    
box  [ ].                                                                       

  NOTE:  Six copies of this statement, including all exhibits, should be
filed with the Commission.  See Rule 13d-1(a) for other parties to whom copies  
are to be sent.                                                                 

*     The remainder of this cover page shall be filled out for a reporting      
person's initial filing on this form with respect to the subject class of       
securities, and for any subsequent amendment containing information which       
would alter the disclosures provided in a prior cover page.                     

  The information required in the remainder of this cover page shall not
be deemed to be "filed" for purposes of Section 18 of the Securities Exchange   
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of  
the Act but shall be subject to all other provisions of the Act (however, see   
the Notes).                                                                     

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SCHEDULE 13D                                                                    

CUSIP No. 02629V108                                         Page 2 of 16 Pages  

1        NAME OF REPORTING PERSON                                   
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 
Orbis Optimal Global Fund, L.P.         

2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A    (a) [ ]      
   GROUP*                                        (b) [x]

3        SEC USE ONLY                                               

4        SOURCE OF FUNDS*                                           
WC                                      

5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS      [ ]      
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)        

6        CITIZENSHIP OR PLACE OF ORGANIZATION                       
Delaware                                

NUMBER OF     7   SOLE VOTING POWER                                         
SHARES            0                                                       

BENEFICIALLY    8   SHARED VOTING POWER                                         
OWNED BY EACH        56,000                                                     
9   SOLE DISPOSITIVE POWER                      
REPORTING          0                                                        
PERSON                                                                    
WITH       10   SHARED DISPOSITIVE POWER                                
56,000                                

11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH                 
REPORTING PERSON                                  
56,000                                  

12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)     [ ]       
EXCLUDES CERTAIN SHARES*                          

13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW               
(11)                                              
0.2%                                    

14        TYPE OF REPORTING PERSON*                                   
PN                                      

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SCHEDULE 13D                                                                    

CUSIP No. 02629V108                                        Page 3 of 16 Pages   

1        NAME OF REPORTING PERSON                                   
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 
Orbis Asset Management Limited          

2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A    (a) [ ]      
   GROUP*                                        (b) [x]

3        SEC USE ONLY                                               

4        SOURCE OF FUNDS*                                           
AF                                      

5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS      [ ]      
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)        

6        CITIZENSHIP OR PLACE OF ORGANIZATION                       
Bermuda                                 

NUMBER OF     7   SOLE VOTING POWER                                         
SHARES            0                                                       

BENEFICIALLY    8   SHARED VOTING POWER                                         
OWNED BY EACH        56,000                                                     
9   SOLE DISPOSITIVE POWER                      
REPORTING          0                                                        
PERSON                                                                    
WITH       10   SHARED DISPOSITIVE POWER                                
56,000                                

11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH                 
REPORTING PERSON                                  
56,000                                  

12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)     [ ]       
EXCLUDES CERTAIN SHARES*                          

13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW               
(11)                                              
0.2%                                  

14        TYPE OF REPORTING PERSON*                                   
CO, IA                                  

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SCHEDULE 13D                                                                    

CUSIP No. 02629V108                                        Page 4 of 16 Pages   

1        NAME OF REPORTING PERSON                                   
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 
Orbis Investment Management Limited     

2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A    (a) [ ]      
   GROUP*                                        (b) [x]

3        SEC USE ONLY                                               

4        SOURCE OF FUNDS*                                           
AF                                      

5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS      [ ]      
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)        

6        CITIZENSHIP OR PLACE OF ORGANIZATION                       
Bermuda                                 

NUMBER OF     7   SOLE VOTING POWER                                         
SHARES            0                                                       

BENEFICIALLY    8   SHARED VOTING POWER                                         
OWNED BY EACH        1,601,000                                                  
9   SOLE DISPOSITIVE POWER                      
REPORTING          0                                                        
PERSON                                                                    
WITH       10   SHARED DISPOSITIVE POWER                                
1,601,000                             

11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH                 
REPORTING PERSON                                  
1,601,000                               

12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)     [ ]       
EXCLUDES CERTAIN SHARES*                          

13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW               
(11)                                              
5.1%                                  

14        TYPE OF REPORTING PERSON*                                   
CO; IA                                  

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SCHEDULE 13D                                                                    

CUSIP No. 02629V108                                         Page 5 of 16 Pages  

1        NAME OF REPORTING PERSON                                   
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 
Orbis Global Equity Limited             

2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A    (a) [ ]      
   GROUP*                                        (b) [x]

3        SEC USE ONLY                                               

4        SOURCE OF FUNDS*                                           
WC                                      

5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS      [ ]      
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)        

6        CITIZENSHIP OR PLACE OF ORGANIZATION                       
Bermuda                                 

NUMBER OF     7   SOLE VOTING POWER                                         
SHARES            0                                                       

BENEFICIALLY    8   SHARED VOTING POWER                                         
OWNED BY EACH          1,601,000                                                
9   SOLE DISPOSITIVE POWER                      
REPORTING          0                                                        
PERSON                                                                    
WITH       10   SHARED DISPOSITIVE POWER                                
1,601,000                         
11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH                 
REPORTING PERSON                                  
1,601,000                         

12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)     [ ]       
EXCLUDES CERTAIN SHARES*                          

13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW               
(11)                                              
5.1%                                  

14        TYPE OF REPORTING PERSON*                                   
CO                                    

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Item 1.   Security and Issuer.                             Page 6 of 16 Pages   
------    -------------------                                                   
   This statement relates to the Common Stock, par value $0.01 per
share (the "Common Stock"), issued by American Freightways Corporation, an      
Arkansas corporation (the "Company"), whose principal executive offices are at  
2200 Forward Drive, Harrison, Arkansas 72601.                                   
Item 2.   Identity and Background.                                              
------    -----------------------                                               
       (a)  This statement is filed by (i) Orbis Optimal Global Fund, L.P.
("Orbis Optimal"), a Delaware limited partnership, with respect to the shares   
of Common Stock owned by it, (ii) Orbis Global Equity Limited ("Orbis           
Global"), a Bermuda registered mutual fund company, with respect to the shares  
of Common Stock owned by it, (iii) Orbis Asset Management Limited ("OAML"), a   
Bermuda corporation and the sole general partner of Orbis Optimal, with         
respect to the shares of Common Stock owned by Orbis Optimal, and (iv) Orbis    
Investment Management Limited ("OIML"), a Bermuda corporation, with respect to  
the shares of Common Stock owned by Orbis Global.  The foregoing entities are   
hereinafter referred to collectively as the "Reporting Persons."  Any           
disclosures herein with respect to persons other than the Reporting Persons     
are made on information and belief after making inquiry to the appropriate      
party.                                                                          
       Orbis Optimal is a private investment limited partnership, the sole
general partner of which is OAML.  As the sole general partner of Orbis         
Optimal, OAML has the power to vote and dispose of the shares of Common Stock   
owned by Orbis Optimal and, accordingly, may be deemed the "beneficial owner"   

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                                                    Page 7 of 16 Pages
of such shares.  The executive officers and directors of OAML are Kevin J.      
Comeau, a Canadian citizen and William B. Gray, a United States citizen.        
        Orbis Global is a Bermuda registered mutual fund, and pursuant to an
investment management agreement, OIML currently has the power to vote and       
dispose of the shares of Common Stock held for the account of Orbis Global      
and, accordingly, may be deemed the "beneficial owner" of such shares.  Mr.     
Comeau and Mr. Gray, as well as Faith A. Conyers, a Bermudian citizen,          
Geoffrey M. Gardner, a Bermudian citizen and Alan Gilbertson, a British         
citizen are together the executive officers and directors of OIML.              
      (b)  The address of the principal business and principal office of
Orbis Optimal, Orbis Global, OAML, OIML, Mr. Comeau, Ms. Conyers, Mr. Gray,     
Mr. Gardner and Mr. Gilbertson is c/o Orbis Investment Management Limited, 34   
Bermudiana Road, Hamilton HM 11, Bermuda.                                       
     (c)  The present principal business of Orbis Optimal is that of a
private investment fund, engaging in the purchase and sale of securities for    
investment for its own account.  The present principal business of Orbis        
Global is that of a Bermuda registered mutual fund, engaging in the purchase    
and sale of securities for investment for its own account.  The present         
principal business of OAML is that of a private investment firm (which also     
acts as the sole general partner of Orbis Optimal), engaging in                 
the purchase and sale of securities for investment on behalf of Orbis Optimal.  
The present principal business of OIML is that of a private investment firm     
engaging in the purchase and sale of securities for investment on behalf of     
certain other entities, including Orbis Global. The present principal           
occupations of Mr. Comeau and Mr. Gray are directing the activities of OAML     

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Page 8 of 16 Pages                                                              
and OIML.  The present principal occupations of Ms. Conyers, Mr. Gardner and    
Mr. Gilbertson are directing the activities of OIML.                            
    (d)  None of the persons referred to in paragraph (a) above has,
during the last five years, been convicted in a criminal proceeding (excluding  
traffic violations or similar misdemeanors).                                    
    (e)  None of the persons referred to in paragraph (a) above has,
during the last five years, been a party to a civil proceeding of a judicial    
or administrative body of competent jurisdiction and as a result of such        
proceeding was or is subject to a judgment, decree or final order enjoining     
future violations of, or prohibiting or mandating activities subject to,        
Federal or state securities laws or finding any violation with respect to such  
laws.                                                                           
      (f)  Mr. Comeau is a Canadian citizen, Ms. Conyers and Mr. Gardner
are Bermudian citizens, Mr. Gray is a United States citizen and Mr. Gilbertson  
is a British citizen.  Orbis Optimal is a Delaware limited partnership.  Orbis  
Global is a Bermuda registered mutual fund company.  Each of OAML and OIML is   
a Bermuda corporation.                                                          
Item 3.   Source and Amount of Funds or Other Consideration.                    
------    -------------------------------------------------                     
The net investment cost (including commissions) is (i)      
$20,921,543.60 for the 1,601,000 shares of Common Stock held by Orbis Global;   
and (ii) $747,839.90 for the 56,000 shares of Common Stock held by Orbis        
Optimal.  The shares of Common Stock purchased by Orbis Optimal were purchased  
with its investment capital, and the shares of Common Stock purchased by Orbis  
Global were purchased with its investment capital.                              

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                                                    Page 9 of 16 Pages
Item 4.   Purpose of Transaction.                                               
------    ----------------------                                                
        The purpose of the acquisition of the shares of Common Stock by each
of the Reporting Persons is for investment.  Each Reporting Person may make     
further purchases of Common Stock from time to time and may dispose of any or   
all of the shares of Common Stock held by it at any time.  Neither any          
Reporting Person nor any of the persons identified in response to Item 2(a)     
has any plan or proposal which relates to, or could result in, any of the       
matters referred to in paragraphs (b) through (j), inclusive, of Item 4 of      
Schedule 13D.  Such entities and persons may, at any time and from time to      
time, review or reconsider their position with respect to the Company, and      
formulate plans or proposals with respect to any of such matters, but have no   
present intention of doing so.                                                  

Item 5.   Interest in Securities of the Issuer.                                 
------    -------------------------------------                                 

    (a)  As of the close of business of the date of this filing, (i)
Orbis Optimal owns beneficially 56,000 shares of Common Stock, constituting     
approximately 0.2% of the shares outstanding; (ii) Orbis Global owns            
beneficially 1,601,000 shares of Common Stock, constituting approximately 5.1%  
of the shares outstanding; (iii) OAML owns beneficially 56,000 shares of        
Common Stock, constituting approximately 0.2% of the shares outstanding (such   
amounts are inclusive of the amounts reported by Orbis Optimal pursuant to      
clause (i) herein); and (iv) OIML owns beneficially 1,601,000 shares of Common  
Stock, constituting approximately 5.1% of the shares outstanding (such amounts  
are inclusive of the amounts reported by Orbis Global pursuant to clause (ii)   
herein).  OAML, OIML, Mr. Comeau, Ms. Conyers, Mr. Gray, Mr. Gardner and        

SC 13D 10th Page of 14 TOC 1st Previous Next ↓Bottom Just 10th
                                                     Page 10 of 16 Pages
Mr. Gilbertson own directly no shares of Common Stock.  By reason of the        
provisions of Rule 13d-5(b)(1) under the Act, the Reporting Persons comprising  
the foregoing group may be deemed to own 1,657,000 shares, constituting         
approximately 5.3% of the shares outstanding.  The percentages used herein are  
calculated based upon the 31,365,572 shares of Common Stock issued and          
outstanding reported by the Company on its Form 10-Q dated June 30, 1997.       
  (b)  Orbis Optimal has the power to vote and to dispose of the
shares of Common Stock owned by it, which power may be exercised by OAML as     
the sole general partner of Orbis Optimal.  OIML is party to an investment      
management contract pursuant to which OIML has investment responsibility with   
respect to securities held by Orbis Global.  Additionally, OAML has appointed   
OIML to provide research and to recommend investments to OAML, which may be     
used by OAML in the exercise of its power to vote and to dispose of its shares  
of Common Stock owned by Orbis Optimal.  OIML has no investment responsibility  
with respect to securities held by Orbis Optimal.                               
        (c)  The trading dates, number of shares purchased or sold and price
per share (including commissions) for all transactions by the Reporting         
Persons during the past 60 days are set forth in Schedule A hereto.  All such   
transactions were open market transactions and were effected on the National    
Market System of the National Association of Securities Dealers Automated       
Quotation System.  No other transactions were effected by any of the persons    
named in response to Item 5(a) above during such period.                        
(d)  No person other than each respective record owner referred to              
herein of shares of Common Stock is known to have the right to receive or the   

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Page 11 of 16 Pages                                                             
power to direct the receipt of dividends from or the proceeds of sale of such   
shares of Common Stock.                                                         
(e)  Not applicable.                                        
Item 6.   Contracts, Arrangements, Understandings or Relationships with         
------    Respect to Securities of the Issuer.                                  
 -------------------------------------------------------------
    Except as described above, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named    
in Item 2 hereof or between or among such persons and any other person with     
respect to any securities of the Company, including but not limited to          
transfer or voting of any other securities, finder's fees, joint ventures,      
loan or option arrangements, puts or calls, guarantees of profits, divisions    
of profits or loss, or the giving or withholding of proxies.                    
Item 7.   Material to be Filed as Exhibits.                                     
------    --------------------------------                                      
1.  There is filed herewith as Exhibit 1 a written agreement
relating to the filing of joint acquisition statements as required by Rule      
13d-l(f)(1) under the Securities Exchange Act of 1934.                          

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Page 12 of 16 Pages                                                             

SIGNATURES      
 After reasonable inquiry and to the best of our knowledge and
belief, the undersigned certify that the information set forth in this          
statement is true, complete and correct.                                        
Dated:  September 11, 1997                                                      
                       ORBIS OPTIMAL GLOBAL FUND, L.P.

                           By:  ORBIS ASSET MANAGEMENT LIMITED

              By:/s/ Kevin J. Comeau
                    Name:  Kevin J. Comeau
                   Title: Vice President

                   ORBIS GLOBAL EQUITY LIMITED

              By:/s/ Kevin J. Comeau
                    Name:  Kevin J. Comeau
                                  Title: Secretary and General Counsel

                      ORBIS ASSET MANAGEMENT LIMITED

              By:/s/ Kevin J. Comeau
                    Name:  Kevin J. Comeau
                   Title: Vice President

                           ORBIS INVESTMENT MANAGEMENT LIMITED

              By:/s/ Kevin J. Comeau
                    Name:  Kevin J. Comeau
                                  Title: Secretary and General Counsel

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                                                       Page 13 of 16 Pages

Schedule A  

   Orbis Optimal Global Fund, L.P.

Transactions in the Common Stock  

Date of                 Number of                         Price Per Share       
Transaction             Shares Purchased               (including commissions)  
------------------------------------------------------------------------------  

9/3/97                       13,000                         $16.25              

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Schedule A  

Orbis Global Equity Limited   

Transactions in the Common Stock  

Date of                 Number of                         Price Per Share       
Transaction             Shares Purchased               (including commissions)  
------------------------------------------------------------------------------  

9/3/97                       81,000                         $16.25              

9/9/97                       80,000                                     $16.25

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 13D’ Filing	Date	First	Last	Other Filings

	9/29/97
Filed on:	9/11/97	12
	9/3/97	1
	6/30/97	10		10-Q
				List all Filings

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Filing Submission 0000902664-97-000294 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Orbis Investment Management Ltd, et al. – ‘SC 13D’ on 9/11/97 re: American Freightways Corp

As of: Thursday, 9/11/97 · Accession #: 902664-97-294 · File #: 5-40826

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SC 13D — General Statement of Beneficial OwnershipDocument Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

SC 13D — General Statement of Beneficial Ownership
Document Table of Contents