C H ROBINSON WORLDWIDE INC, S-1/A, 1997-09-17

C H ROBINSON WORLDWIDE INC
S-1/A, 1997-09-17
ARRANGEMENT OF TRANSPORTATION OF FREIGHT & CARGO

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<PAGE>

As filed with the Securities and Exchange Commission on September 17, 1997
Registration No. 333-33731

================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________

AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

________________

C.H. ROBINSON WORLDWIDE, INC.
(Exact name of registrant as specified in its charter)

________________

<TABLE>
<CAPTION>
<S> <C> <C>
DELAWARE 4731 41-1883630
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>

C.H. ROBINSON WORLDWIDE, INC.
8100 MITCHELL ROAD
EDEN PRAIRIE, MINNESOTA 55344-2248
(612) 937-8500
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)

D.R. VERDOORN, CHIEF EXECUTIVE OFFICER
C.H. ROBINSON WORLDWIDE, INC.
8100 MITCHELL ROAD
EDEN PRAIRIE, MINNESOTA 55344-2248
(612) 937-8500
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

___________________
WILLIAM B. PAYNE COPIES TO: RICHARD C. TILGHMAN, JR.
DORSEY & WHITNEY LLP PIPER & MARBURY L.L.P.
220 SOUTH SIXTH STREET 36 SOUTH CHARLES STREET
MINNEAPOLIS, MINNESOTA 55402-1498 BALTIMORE, MARYLAND 21201
(612) 340-2722 (410) 539-2530
FAX: (612) 340-2868 FAX: (410) 539-0489
___________________

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
___________________

<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===============================================================================================================================
Title of each Proposed maximum Proposed maximum Amount of
class of securities Amount to be offering price aggregate registration
to be registered registered(1) per share (2) offering price(2) fee
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.10 par value.....)
) 12,165,155 shares $17.00 $206,807,635 $62,669(3)
Preferred Share Purchase Rights..)
==============================================================================================================================
</TABLE>

(1) Including 1,586,759 shares which may be purchased by the underwriters
pursuant to an over-allotment option.
(2) Estimated solely for the purposes of calculating the registration fee
pursuant to Rule 457(o) of the Securities Act of 1933, as amended.
(3) Previously paid with the original filing.
_____________________

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
===============================================================================
<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION

10,578,396 Shares SEPTEMBER 17, 1997

LOGO
Common Stock

--------

All of the 10,578,396 shares of Common Stock (the "Common Stock") of C. H.
Robinson Worldwide, Inc. ("Robinson" or the "Company") offered hereby are being
sold by certain stockholders of the Company (the "Selling Stockholders"). See
"Principal and Selling Stockholders." The Company will not receive any proceeds
from the sale of shares by the Selling Stockholders, but has agreed to bear the
expenses of registration of such shares under federal and state securities
laws. Prior to this offering, there has been no public market for the Common
Stock. It is currently estimated that the initial public offering price will be
between $15.00 and $17.00 per share. See "Underwriting" for a discussion of the
factors to be considered in determining the initial public offering price. The
Company's Common Stock has been approved for listing on the Nasdaq National
Market under the symbol "CHRW."

--------

THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" ON PAGE 7 HEREOF.

--------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PRICE UNDERWRITING PROCEEDS TO
TO DISCOUNTS AND SELLING
PUBLIC COMMISSIONS STOCKHOLDERS
- -----------------------------------------------------------------------
<S> <C> <C> <C>
Per share........................ $ $ $
- -----------------------------------------------------------------------
Total(1)......................... $ $ $
- -----------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------

(1) The Selling Stockholders have granted the Underwriters a 30-day option to
purchase up to 1,586,759 additional shares of Common Stock solely to cover
over-allotments, if any. To the extent that the option is exercised, the
Underwriters will offer the additional shares to the public at the Price to
Public shown above. If the option is exercised in full, the total Price to
Public, Underwriting Discounts and Commissions and Proceeds to the Selling
Stockholders will be $ , $ and $ , respectively.
See "Underwriting."

--------

The shares of Common Stock are offered by the several Underwriters, subject
to prior sale, when, as and if delivered to and accepted by them, and subject
to the right of the Underwriters to reject any order in whole or in part. It is
expected that delivery of the shares will be made at the offices of BT Alex.
Brown Incorporated, Baltimore, Maryland, on or about , 1997.

BT ALEX. BROWN

MORGAN STANLEY DEAN WITTER

PIPER JAFFRAY INC.

THE DATE OF THIS PROSPECTUS IS OCTOBER , 1997.
<PAGE>

[INTERNATIONAL LOCATIONS]

[Map of Robinson branch offices]

[ . C.H. Robinson office]
[ [_] FOREIGN AGENT office]
The Company intends to distribute to its stockholders annual reports
containing financial statements audited by its independent public accountants
and will make available copies of quarterly reports for the first three
quarters of each fiscal year containing unaudited financial statements.

----------------

CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK.
SPECIFICALLY, THE UNDERWRITERS MAY OVER-ALLOT IN CONNECTION WITH THIS OFFERING
AND MAY BID FOR AND PURCHASE SHARES OF THE COMMON STOCK IN THE OPEN MARKET.

2
<PAGE>

PROSPECTUS SUMMARY

The following summary should be read in conjunction with, and is qualified in
its entirety by, the more detailed information and the consolidated financial
statements of the Company and notes thereto included elsewhere in this
Prospectus. Unless the context otherwise indicates, "Company" or "Robinson"
refers to C.H. Robinson Worldwide, Inc. (including its predecessors in
interest) and its wholly owned subsidiaries. Unless otherwise indicated herein,
all information in this Prospectus (i) has been adjusted to give effect to the
Company's reincorporation in Delaware upon consummation of this offering,
providing for, among other things, an increase in the authorized shares of
capital stock of the Company and the conversion of Class A Common Stock and
Class B Common Stock into Common Stock, and (ii) assumes no exercise of the
Underwriters' over-allotment option.

THE COMPANY

Founded in 1905, the Company is the largest third-party logistics company in
North America with 1996 gross revenues of $1.6 billion. The Company is a global
provider of multimodal transportation services and logistics solutions through
a network of 116 offices in 38 states and Canada, Mexico, Belgium, the United
Kingdom, France, Spain, Italy, Singapore and South Africa. Through contracts
with over 14,000 motor carriers, the Company maintains the single largest
network of motor carrier capacity in North America and is one of the largest
third-party providers of intermodal services in the United States. In addition,
the Company regularly provides air, ocean and customs services. As an integral
part of the Company's transportation services, the Company provides a wide
range of value-added logistics services, such as raw materials sourcing,
freight consolidation, cross-docking and contract warehousing. During 1996, the
Company handled over 935,000 shipments for more than 8,600 customers, ranging
from Fortune 100 companies to small businesses in a wide variety of industries.
During the past five years, the Company has increased net revenues at a
compound annual growth rate of 18.6 percent.

The Company has developed global multimodal transportation and distribution
networks to provide seamless logistics services worldwide. As a result, the
Company has the capability of managing all aspects of the supply chain on
behalf of its customers. As a non-asset based transportation provider, the
Company can focus on optimizing the transportation solution for its customer
rather than its own asset utilization, using established relationships with
motor carriers, railroads (primarily intermodal service providers), air freight
carriers and ocean carriers. Through its motor carrier contracts, the Company
maintains access to more than 370,000 dry vans, 128,000 temperature-controlled
vans and containers and 96,000 flatbed trailers. The Company also has
intermodal marketing contracts with 11 railroads, including all of the major
North American railroads, which give the Company access to more than 150,000
additional trailers and containers.

Throughout its 90-year history, the Company has been in the business of
sourcing fresh produce. Much of the Company's logistics expertise can be traced
to its significant experience in handling perishable commodities. Due to the
time-sensitive nature and quality requirements of the shipments, fresh produce
represents a unique logistics challenge, and the distribution and
transportation costs are significant compared with, and may exceed, the cost of
the produce being shipped. The Company has developed a network of produce
sources and maintains access to specialized equipment and transportation modes
designed to ensure timely delivery of uniform quality produce. In response to
demand from large grocery retailers and food service distributors, the Company
has developed its own brand of produce, The Fresh 1(R), which is sourced
through various relationships and packed to order through contract packing
agreements. The Company has also leveraged its food sourcing and logistics
expertise into the sourcing of food ingredients on behalf of food
manufacturers.

3
<PAGE>

The Company's unique business philosophy has accounted for its strong
historical results and has positioned the Company for continued growth. The
Company's principal competitive advantage is its large decentralized branch
network, staffed by nearly 1,300 salespersons who are employees rather than
agents. These branch employees are in close proximity to both customers and
carriers which facilitates quick responses to customers' changing needs. Branch
employees act as a team in both marketing the Company's services and providing
these services to individual customers. The Company compensates its branch
employees principally on the basis of their branch's profitability, which in
the Company's opinion produces a more service-oriented, focused and creative
sales force. The Company is substantially owned by more than 700 of its
employees, and, following this offering, these employees will continue to own
more than 75% of the Company's Common Stock. The Company's recently adopted
Stock Incentive Plan and Stock Purchase Plan will allow for even broader equity
participation by employees following this offering.

Growth within the logistics industry is being driven by the continuing trend
of companies outsourcing their logistics needs in order to focus on their core
businesses, better manage just-in-time inventory systems and reduce costs.
According to a leading industry consultant, the available domestic market for
third-party logistics providers was $421 billion in 1996, only 5.9%, or $25
billion, of which was actually generated by third-party logistics providers.
This same consultant predicts the market for third-party logistics to double to
$50 billion by the year 2000, representing approximately 10% of the estimated
$474 billion domestic market. The international logistics market is estimated
at three to four times the domestic market, and both the domestic and
international markets are highly fragmented.

The Company's strategy for future growth is to expand the following:

. Core transportation business. The Company believes there are significant
opportunities to gain more transportation business from both existing
and new customers through its existing branch network. The Company also
believes it can selectively add domestic branches in response to cus-
tomer demand and opportunities to serve new customers in new geographic
areas.

. International markets. The Company intends to open additional interna-
tional branches to serve the local needs of its existing multinational
customer base and gain new customers throughout the world. For example,
after many years of providing logistics services to an international
snack food company in North America, the Company was recently designated
as this customer's international logistics partner. The Company has im-
plemented a comprehensive logistics solution for this customer in Europe
and is currently developing a similar solution in South Africa and South
America.

. Enhanced logistics services. In recent years, the Company has been pro-
viding an expanded range of enhanced logistics services. The Company be-
lieves there are significant opportunities to increase the level of lo-
gistics services it provides to its customers. The Company intends to
offer increasingly sophisticated logistics services to customers in or-
der to provide greater efficiencies and reduce costs throughout the cus-
tomers' supply chains.

The Company was reincorporated in Delaware in 1997 as the successor to a
business existing, in various legal forms, since 1905. The Company's corporate
office is located at 8100 Mitchell Road, Eden Prairie, Minnesota 55344-2248,
and its telephone number is (612) 937-8500. Its web site address is
www.chrobinson.com. The Company has recently put up for sale its consumer
finance business and its results of operations and net assets are now reflected
as discontinued operations in its consolidated financial statements and
consolidated financial data included elsewhere herein. Accordingly, this
Prospectus does not include information on the historical operations of that
business.

4
<PAGE>

THE OFFERING

<TABLE>
<S> <C>
Common Stock offered by the Selling 10,578,396 shares
Stockholders.......................
Common Stock outstanding after the 41,264,621 shares(1)
offering...........................
Use of proceeds..................... The Company will not receive any of the
proceeds from the sale of the Common Stock
by the Selling Stockholders.
Proposed Nasdaq National Market sym- CHRW
bol ...............................
</TABLE>

- --------

(1) Excludes (i) 470,417 shares of Common Stock issuable upon exercise of
options granted immediately prior to this offering at an exercise price per
share equal to the public offering price shown on the cover page of this
Prospectus, none of which is currently exercisable, and (ii) an additional
3,529,583 shares of Common Stock reserved for future issuance under the
Company's 1997 Omnibus Stock Plan (the "Stock Incentive Plan") and the 1997
Employee Stock Purchase Plan (the "Stock Purchase Plan"). See "Management--
New Incentive Plans."

DIVIDENDS, STOCK REPURCHASE PROGRAM AND NON-CASH CHARGE

The Company's ability to generate substantial amounts of cash flow from
operations has enabled it to make annual repurchases of its Common Stock and,
for more than 50 years, to pay annual dividends to its stockholders. The
Company anticipates that it will pay regular quarterly dividends beginning in
December 1997, initially at the rate of $0.06 per share per quarter. The
declaration of dividends by the Company is subject to the discretion of the
Board of Directors.

The Company's Board of Directors has authorized a stock repurchase program
under which up to 1,000,000 shares of Common Stock may be repurchased. Shares
repurchased will be used to reduce shares outstanding and may be reissued to
employees pursuant to the recently adopted Stock Incentive Plan. Such purchases
may be made from time to time at prevailing prices in the open market, by block
purchase and in private transactions in compliance with the rules of the
Securities and Exchange Commission (the "Commission"), including Regulation M.
The Company intends to fund repurchases with internally generated funds. See
"Dividends, Stock Repurchase Program and Non-Cash Charge."

Pursuant to Commission rules related to stock issued or sold to employees at
prices below the initial public offering price during the 12 months preceding
the effective date of an initial public offering, the Company will record an
$18.6 million non-recurring, non-cash compensation charge at the effective date
of this offering. This charge relates to 1,237,000 shares sold to employees by
retired employees under the Company's book value stock purchase program and
282,000 shares issued under the Company's existing incentive plans, and
represents the aggregate difference between book value (the amount expensed by
the Company for restricted shares upon issuance or the amount paid by employees
upon purchase of stock) and an assumed estimated public offering price of
$16.00 per share. See "Management--Existing Incentive Plans."

5
<PAGE>

SUMMARY CONSOLIDATED FINANCIAL AND OPERATING DATA
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
---------------------------------------------------- -----------------
1992 1993 1994 1995 1996 1996 1997(1)
-------- ---------- ---------- ---------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS
DATA:
Gross revenues......... $968,893 $1,095,815 $1,257,946 $1,445,975 $1,605,905 $775,024 $855,152
Net revenues(2)........ 90,408 108,713 135,599 160,094 179,069 86,920 99,156
Selling, general and
administrative
expenses.............. 68,030 81,030 95,088 115,114 129,040 62,571 72,465
Income from operations. 22,378 27,683 40,511 44,980 50,029 24,349 26,691
Net income from
continuing operations. 14,449 17,844 24,141 29,455 32,442 15,685 17,233
Net income from
discontinued
operations(3)......... 1,846 2,411 2,964 2,086 2,158 1,083 900
Net income............. 16,295 20,255 27,105 31,541 34,600 16,768 18,133
Net income from
continuing operations
per share............. $ 0.28 $ 0.36 $ 0.52 $ 0.67 $ 0.78 $ 0.37 $ 0.42
Weighted average number
of shares outstanding
(in thousands)........ 52,125 48,980 46,296 43,934 41,799 42,182 41,306
Dividends per share.... $ 0.073 $ 0.087 $ 0.108 $ 0.130 $ 0.185 $ 0.010 $ 0.020
OPERATING DATA (AT END
OF PERIOD):
Branches............... 75 81 89 99 108 104 113
Employees ............. 1,050 1,183 1,403 1,436 1,665 1,563 1,801
Average net revenues
per branch............ $ 1,247 $ 1,392 $ 1,597 $ 1,683 $ 1,717 $ 856 $ 901
</TABLE>

<TABLE>
<CAPTION>
JUNE 30, 1997
---------------------
ACTUAL PRO FORMA(4)
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<S> <C> <C>
BALANCE SHEET DATA:
Working capital......................................... $131,264 $ 92,135
Total assets............................................ 361,160 319,798
Total long-term debt.................................... -- --
Stockholder's investment................................ 171,366 132,237
</TABLE>
- --------
(1) Pursuant to Commission rules related to stock issued or sold to employees
at prices below the initial public offering price during the 12 months
preceding the effective date of an initial public offering, the Company
will record an $18.6 million non-recurring, non-cash compensation charge at
the effective date of this offering. This charge relates to 1,237,000
shares sold to employees by retired employees under the Company's book
value stock purchase program and 282,000 shares issued under the Company's
existing incentive plans, and represents the aggregate difference between
book value (the amount expensed by the Company for restricted shares upon
issuance or the amount paid by employees upon purchase of stock) and an
assumed estimated public offering price of $16.00 per share. See
"Management--Existing Incentive Plans." If the $18.6 million non-recurring,
non-cash compensation expense had been recorded in the six month period
ended June 30, 1997, net loss from continuing operations would have been
$425,000, or a $0.01 loss per share.
(2) Net revenues are determined by deducting cost of transportation and
products from gross revenues. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations."

(3) Discontinued operations include the Company's equipment lease financing
business, which was disposed of in 1994, and the Company's consumer finance
business. In July 1997, the Company approved a plan to sell its consumer
finance business, which the Company sold on October , 1997 pursuant to an
agreement entered into in September 1997.

(4) Pro forma to give effect to: (i) an anticipated tax benefit of
approximately $36 million resulting from the tax effect of termination, in
connection with this offering, of restrictions on restricted stock issued
to employees, which will be credited to stockholders' investment, (ii) a
dividend of $1.50 per share ($61.9 million in the aggregate), plus a
liquidating distribution of the net proceeds of the sale of the consumer
finance business, which purchasers in this offering will not receive, (iii)
an $18.6 million non-recurring, non-cash compensation charge, and (iv) $1
million of estimated expenses of this offering. Pro forma amounts do not
reflect the expected sale of the Company's consumer finance business nor
any gain on the sale of such business.

6
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RISK FACTORS

In addition to the other information in this Prospectus, the following
factors should be carefully considered in evaluating an investment in the
Common Stock.

Risks of Adverse Economic Developments and Downturn in Business Cycle. The
transportation industry historically has been cyclical as a result of economic
recession, customers' business cycles, increases in prices charged by third
party carriers, interest rate fluctuations, and other economic factors over
which the Company has no control. Increased operating expenses incurred by
third party carriers can be expected to result in higher transportation costs,
and the Company's net revenues and income from operations would be adversely
affected if it were unable to pass through to its customers the full amount of
increased transportation costs. Economic recession or a downturn in customers'
business cycles, particularly among certain national retailers or in the food,
beverage or printing industries in which the Company has a large number of
customers, also could have a material adverse effect on the Company's
operating results if the volume of freight shipped by those customers were
also reduced. See "Business--Overview and Strategy."

Dependence on Equipment and Services Availability. The Company is dependent
in part on the availability of truck, rail, ocean and air services provided by
independent third parties. There have historically been periods of equipment
shortages in the transportation industry, particularly among truckload
carriers. If the Company were unable to secure sufficient equipment or other
transportation services to meet its customers' needs, its results of
operations could be materially adversely affected, and customers could seek to
have their transportation and logistics needs met by other third parties on a
temporary or permanent basis. See "Business--Relationships with Carriers."

Risks Associated with International Business. An increasing portion of the
Company's business is providing services within and between continents. Doing
business outside of the United States is subject to various risks, including
changing economic and political conditions in the United States and abroad,
major work stoppages, exchange controls, currency fluctuations, armed
conflicts, unexpected changes in United States and foreign laws relating to
tariffs, trade restrictions, transportation regulations, foreign investments
and taxation. Significant expansion in foreign countries will expose the
Company to increased risk of loss from foreign currency fluctuations and
exchange controls as well as longer accounts receivable payment cycles. The
Company has no control over most of these risks and may be unable to
anticipate changes in international economic and political conditions and,
therefore, unable to alter its business practices in time to avoid the adverse
effect of any such changes. See "Business--Overview and Strategy."

Risks Associated with Managing a Growing Business. The Company's continued
success depends upon its ability to attract and retain a large group of
motivated salespersons and other logistics professionals. If the Company were
unable to recruit and retain a sufficient number of personnel, it would be
forced to limit its growth. There can be no assurance that the Company will be
able to continue to hire and retain a sufficient number of qualified
personnel. The Company's rapid expansion of operations has placed demands on
its management and operating systems. Continued expansion will depend in large
part on the Company's ability to develop successful salespersons into managers
and to implement enhancements to its information systems and adapt those
systems to the changes in its business and the requirements of its customers.
See "Business--Organization" and "--Communications and Information Systems."

Competition. The transportation services industry is highly competitive and
fragmented. The Company competes against other non-asset based logistics
companies as well as asset-based logistics companies, third-party freight
brokers and carriers offering logistics services. The Company also competes
against carriers' internal sales forces and shippers' transportation
departments. It also buys and sells transportation services from and to many
companies with which it competes. Historically, competition

7
<PAGE>

has created downward pressure on freight rates, and continuation of this rate
pressure may adversely affect the Company's net revenues and income from
operations. See "Business--Competition."

Seasonality. In the transportation industry generally, results of operations
show a seasonal pattern as customers reduce shipments during and after the
winter holiday season. In recent years, the Company's operating income and
earnings have been higher in the second and third quarters than in the first
and fourth quarters. The Company expects this seasonality to continue. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."

Availability and Pricing of Produce. The Company's sourcing business is
dependent upon the availability and price of fresh produce, which is affected
by government food safety regulation, growing conditions, such as drought,
insects and disease, and other conditions over which the Company has no
control. Sourcing of fresh produce accounted for approximately 20%, 20% and
20% of the Company's net revenues in 1994, 1995 and 1996, respectively.
Shortages or overproduction of fresh produce affect the pricing of fresh
produce, and prices are often highly volatile. See "Business--Sourcing."

Risks Associated with Fresh Produce. The Company sources and resells fresh
produce. Agricultural chemicals used on agricultural commodities intended for
human consumption are subject to various approvals, and the commodities
themselves are subject to regulations on cleanliness and contamination.
Concern about particular chemicals and alleged contamination has led to
recalls of products, and tort claims have been brought by consumers of
allegedly affected produce. Because the Company is a seller of produce, it may
have legal responsibility arising from sale. While the Company carries product
liability coverage of $75 million, settlement of class action claims is often
costly, and the Company cannot assure that its liability coverage will be
adequate and will continue to be available. In addition, in connection with
any recall, the Company may be required to bear the cost of repurchasing,
transporting and destroying any allegedly contaminated product, for which it
is not insured. Any recall or allegation of contamination could affect the
Company's reputation, particularly of its The Fresh 1(R) brand. Loss due to
spoilage (including the need for disposal) is also a routine part of the
sourcing business. See "Business--Risk Management and Insurance."

Government Regulation. The Company is licensed by the Department of
Transportation (the "DOT") as a broker in arranging for the transportation of
general commodities by motor vehicle. The DOT prescribes qualifications for
acting in this capacity, including certain insurance and surety bond
requirements. The Company is also licensed by the Federal Maritime Commission
as an ocean freight forwarder and maintains a non-vessel operating common
carrier bond, and is licensed by the United States Customs Service of the
Department of the Treasury. The Company sources fresh produce under a license
issued by the Department of Agriculture. The Company's failure to comply with
the laws and regulations applicable to entities holding these licenses could
have a material adverse effect on the Company's results of operations or
financial condition. The transportation industry is subject to legislative or
regulatory changes that can affect the economics of the industry by requiring
changes in operating practices or influencing the demand for, and the cost of
providing, transportation services. See "Business--Regulation."

Importance of Major Clients. The Company derives a significant portion of
its gross revenues from its largest clients. The Company's 10, 20 and 50
largest clients accounted for approximately 15%, 20% and 29% of the Company's
gross revenues, respectively, in 1996. The sudden loss of a number of the
Company's major clients could have a material adverse effect on the Company.
See "Business--Customers and Marketing."

Change in Corporate Culture. For many years, employees have broadly
participated in the ownership of the Company, and more than 700 employees and
a few retired employees currently own substantially

8
<PAGE>

all of its outstanding Common Stock. Consequently, employees consider
themselves the owners of the Company. Upon completion of this offering and
lapse of restrictions on employees' ability to resell their shares of Common
Stock, a larger portion of the Common Stock will be in the hands of the
public, and the Company's employees will have significant liquid assets. This
change in structure and liquidity may adversely affect employee motivation.
The Company has also issued restricted stock as an incentive, and employees
owning Common Stock have profited from the growth in the book value of the
Common Stock. The Company intends to replace its current stock program with
new stock-based programs, but is unable to predict whether the substitution of
the new plans will be perceived as being a less valuable form of compensation,
thereby adversely affecting employee performance. If the Company finds that it
must initiate new incentive programs, its results of operations could be
adversely affected. See "Management--Existing Incentive Plans" and "--New
Incentive Plans."

Dependence on Management. The Company is highly dependent upon the continued
services of its senior management team, none of whom has an employment
agreement with the Company. The sudden loss of the services of several members
of senior management could have a material adverse effect on the Company. See
"Business--Management."

Certain Charter, Bylaw and Statutory Anti-Takeover Provisions. The Company's
Certificate of Incorporation and Bylaws provide for a classified Board of
Directors, restrict the ability of stockholders to call special meetings or
take stockholder action by written consent and contain advance notice
requirements for stockholder proposals and nominations and special voting
requirements for the amendment of the Company's Certificate of Incorporation
and Bylaws. These provisions could delay or hinder the removal of incumbent
directors and could discourage or make more difficult a proposed merger,
tender offer or proxy contest involving the Company or may otherwise have an
adverse effect on the market price of the Common Stock. The Company also will
be subject to provisions of Delaware corporate law that will restrict the
Company from engaging in certain business combinations with an interested
stockholder, unless certain conditions are met or the business combination is
approved by the Board of Directors and/or the Company's stockholders in a
prescribed manner. These provisions also could render more difficult or
discourage a merger, tender offer or other similar transaction. See
"Description of Capital Stock."

The rights of the holders of Common Stock will be subject to, and may be
adversely affected by, any preferred stock that may be issued in the future.
The issuance of preferred stock, while providing desirable flexibility in
connection with possible acquisitions, financings and other corporate
transactions, could have the effect of discouraging, or making more difficult,
a third party's acquisition of a majority of the Company's outstanding voting
stock. The Company has no present plans to issue any shares of preferred
stock. See "Description of Capital Stock--Preferred Stock."

One preferred share purchase right (a "Right") is attached to each share of
Common Stock outstanding, including the Common Stock offered hereby. The
Rights will have certain anti-takeover effects. If triggered, the Rights would
cause substantial dilution to a person or group of persons that acquires more
than 15% of the Common Stock on terms not approved in advance by the Board.
The Rights are intended to discourage or make more difficult a merger, tender
offer or other similar transactions not approved by the Board, regardless of
whether the stockholders favor any such transactions. See "Description of
Capital Stock--Stockholder Rights Plan."

Shares Eligible for Future Sale. Sales of a substantial number of shares of
Common Stock or their availability for sale in the public market following
this offering may adversely affect prevailing market prices for the Common
Stock. Upon consummation of this offering, the Company will have 41,264,621
shares of Common Stock outstanding. All of the 10,578,396 shares of Common
Stock offered hereby will be freely tradeable without restriction or further
registration unless acquired by "affiliates" of the

9
<PAGE>

Company as defined in Rule 144 under the Securities Act. In connection with
this offering, the Company and its officers, directors and other Selling
Stockholders, who will beneficially own an aggregate of 18,513,775 shares of
Common Stock after this offering, have agreed not to sell or otherwise dispose
of any shares, directly or indirectly, for one year from the date of this
Prospectus without the prior written consent of BT Alex. Brown Incorporated.
In addition, all other current stockholders, who beneficially own an aggregate
of 12,172,450 shares of outstanding Common Stock, will be prohibited, pursuant
to transactions resulting in the Company's reincorporation in Delaware upon
consummation of this offering, for a period of six months from transferring
Common Stock they currently hold except upon death or to family members or
trusts that take subject to the same restrictions. See "Shares Eligible for
Future Sale."

No Prior Public Market; Determination of Offering Price; Stock Price
Volatility. Prior to this offering, there has been no public market for the
Common Stock, and there can be no assurance that an active trading market will
develop or be sustained after this offering. The initial public offering price
was determined through negotiations among the Company, the Selling
Stockholders and the Representatives of the Underwriters and may bear no
relationship to the price at which the Common Stock will trade after this
offering. See "Underwriting" for a discussion of the factors that were
considered in determining the initial offering price. The market price of the
Common Stock may be volatile and be significantly affected by factors such as
actual or anticipated fluctuations in the Company's operating results,
announcements of new services by the Company or its competitors, developments
with respect to conditions and trends in the logistics or transportation
industries served by the Company, changes in governmental regulation, changes
in estimates by securities analysts of the Company's future financial
performance, general market conditions and other factors. In addition, the
stock markets have from time to time experienced significant price and volume
fluctuations that have adversely affected the market prices of securities of
companies for reasons often unrelated to their operating performance.

Immediate and Substantial Dilution. The initial public offering price is
substantially higher than the pro forma net tangible book value per share of
Common Stock. Purchasers of shares of Common Stock in this offering will incur
immediate and substantial dilution of $12.96 in the pro forma net tangible
book value per share of the Common Stock, assuming an initial public offering
price of $16.00 per share. See "Dilution."

10
<PAGE>

USE OF PROCEEDS

The Company will not receive any of the proceeds from the sale of the Common
Stock by the Selling Stockholders.

DIVIDENDS, STOCK REPURCHASE PROGRAM AND NON-CASH CHARGE

The Company's ability to generate substantial amounts of cash flow from
operations has enabled it to make annual repurchases of its Common Stock and,
for more than 50 years, to pay annual dividends to its stockholders. For 1995
and 1996, the Company paid aggregate annual dividends of $0.13 per share and
$0.185 per share, respectively. The Board of Directors has declared an
extraordinary cash dividend of $1.50 per share ($61.9 million in the
aggregate) and a liquidating distribution of the net proceeds of the sale of
the Company's consumer finance business, payable to stockholders of record
immediately prior to this offering. Purchasers of Common Stock in this
offering will not receive these dividends.

The Company anticipates that it will pay regular quarterly dividends,
beginning in December 1997, initially at the rate of $0.06 per share per
quarter. The declaration of dividends by the Company is subject to the
discretion of the Board of Directors. Any determination as to the payment of
dividends will depend upon the results of operations, capital requirements and
financial condition of the Company, and such other factors as the Board of
Directors may deem relevant. Accordingly, there can be no assurance that the
Board of Directors will declare or continue to pay dividends on the shares of
Common Stock in the future.

In order to provide a source of Common Stock for issuance in the near future
pursuant to the recently adopted Stock Incentive Plan and Stock Purchase Plan,
the Company's Board of Directors has authorized a stock repurchase program
under which up to 1,000,000 shares of Common Stock may be repurchased. Such
purchases may be made from time to time at prevailing prices in the open
market, by block purchase and in private transactions in compliance with the
rules of the Commission, including Regulation M. The Company intends to fund
repurchases with internally generated funds.

Pursuant to Commission rules related to stock issued or sold to employees at
prices below the initial public offering price during the 12 months preceding
the effective date of an initial public offering, the Company will record an
$18.6 million non-recurring, non-cash compensation charge at the effective
date of this offering. This charge relates to 1,237,000 shares sold to
employees by retired employees under the Company's book value stock purchase
program and 282,000 shares issued under the Company's existing incentive
plans, and represents the aggregate difference between book value (the amount
expensed by the Company for restricted shares upon issuance or the amount paid
by employees upon purchase of stock) and an assumed estimated public offering
price of $16.00 per share. See "Management--Existing Incentive Plans."

11
<PAGE>

CAPITALIZATION

The following table sets forth the capitalization of the Company as of June
30, 1997, on an actual basis and pro forma to give effect to (i) an
anticipated tax benefit of approximately $36 million resulting from the tax
effect of termination, in connection with this offering, of restrictions on
restricted stock issued to employees, which will be credited to stockholders'
investment, (ii) a dividend of $1.50 per share ($61.9 million in the
aggregate) and a liquidating distribution of the net proceeds of the sale of
the Company's consumer finance business, which purchasers in this offering
will not receive, (iii) an $18.6 million non-recurring, non-cash compensation
charge and (iv) $1 million of estimated expenses of the offering:

<TABLE>
<CAPTION>
AS OF JUNE 30, 1997
----------------------
ACTUAL PRO FORMA
--------- -----------
(IN THOUSANDS)
<S> <C> <C>
Total debt............................................... $ -- $ --
Stockholders' investment:
Preferred stock, $.10 par value; 20,000,000 shares
authorized; none outstanding........................... -- --
Common stock, $.10 par value; 130,000,000 shares
authorized; 41,264,621 shares issued and outstanding
actual and pro forma (1)............................... 4,126 4,126
Additional paid-in capital.............................. -- 54,558
Foreign currency translation adjustment................. (346) (346)
Retained earnings....................................... 167,586 73,899
--------- ---------
Total stockholders' investment......................... $ 171,366 $ 132,237
========= =========
</TABLE>
- --------

(1) Excludes (i) 470,417 shares of Common Stock issuable upon exercise of
options granted immediately prior to this offering at an exercise price
per share equal to the public offering price shown on the cover page of
this Prospectus, none of which is presently exercisable, and (ii) an
additional 3,529,583 shares of Common Stock reserved for issuance under
the Company's Stock Incentive Plan and Stock Purchase Plan. See
"Management--New Incentive Plans."

DILUTION

The pro forma net tangible book value of the Company as of June 30, 1997 was
$125.5 million or $3.04 per share of Common Stock. Pro forma net tangible book
value is the Company's total tangible assets (total assets less intangible
assets) less total liabilities at June 30, 1997, with certain adjustments
arising from this offering. See "Capitalization." Pro forma tangible net worth
per share is determined by dividing the pro forma net tangible book value by
the number of outstanding shares of Common Stock. Pro forma net tangible book
value dilution per share represents the difference between the amount per
share paid by purchasers of Common Stock in this offering and the pro forma
net tangible book value per share of Common Stock. The following table
illustrates the per share dilution:

<TABLE>
<S> <C>
Assumed initial public offering price per share................... $16.00
Pro forma net tangible book value per share....................... 3.04
------
Pro forma net tangible book value dilution per share.............. $12.96
======
</TABLE>

12
<PAGE>

SELECTED CONSOLIDATED FINANCIAL DATA
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

The selected consolidated financial data for the Company for the years ended
December 31, 1992 through 1996 have been derived from the Company's
consolidated financial statements, which have been audited by Arthur Andersen
LLP, independent public accountants. The data for the six months ended June
30, 1996 and June 30, 1997 have been derived from the Company's unaudited
consolidated financial statements which, in the opinion of the Company's
management, contain all adjustments, consisting of normal recurring
adjustments, necessary for a fair presentation of the financial condition and
results of operations for these periods. The results of operations for the six
months ended June 30, 1997 are not necessarily indicative of the results that
may be expected for the entire year. The selected historical consolidated
financial data should be read in conjunction with "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and the
consolidated financial statements and notes thereto all included elsewhere
herein.

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
----------------------------------------------------- -----------------
1992 1993 1994 1995 1996 1996 1997(1)
-------- ---------- ---------- ---------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS
DATA:
Gross revenues......... $968,893 $1,095,815 $1,257,946 $1,445,975 $1,605,905 $775,024 $855,152
Cost of transportation
and products.......... 878,485 987,102 1,122,347 1,285,881 1,426,836 688,104 755,996
-------- ---------- ---------- ---------- ---------- -------- --------
Net revenues (2) ...... 90,408 108,713 135,599 160,094 179,069 86,920 99,156
Selling, general and
administrative
expenses.............. 68,030 81,030 95,088 115,114 129,040 62,571 72,465
-------- ---------- ---------- ---------- ---------- -------- --------
Income from operations. 22,378 27,683 40,511 44,980 50,029 24,349 26,691
Investment and other
income (loss)......... 1,181 2,144 (109) 2,925 3,095 1,391 1,881
-------- ---------- ---------- ---------- ---------- -------- --------
Income from continuing
operations before
provision for income
taxes................. 23,559 29,827 40,402 47,905 53,124 25,740 28,572
Provision for income
taxes................. 9,110 11,983 16,261 18,450 20,682 10,055 11,339
-------- ---------- ---------- ---------- ---------- -------- --------
Net income from
continuing operations. 14,449 17,844 24,141 29,455 32,442 15,685 17,233
Net income from
discontinued
operations (3)........ 1,846 2,411 2,964 2,086 2,158 1,083 900
-------- ---------- ---------- ---------- ---------- -------- --------
Net income............. $ 16,295 $ 20,255 $ 27,105 $ 31,541 $ 34,600 $ 16,768 $ 18,133
======== ========== ========== ========== ========== ======== ========
Per share data:
Net income from
continuing operations. $ 0.28 $ 0.36 $ 0.52 $ 0.67 $ 0.78 $ 0.37 $ 0.42
Net income from
discontinued
operations............ 0.03 0.05 0.07 0.05 0.05 0.03 0.02
-------- ---------- ---------- ---------- ---------- -------- --------
Net income............. $ 0.31 $ 0.41 $ 0.59 $ 0.72 $ 0.83 $ 0.40 $ 0.44
======== ========== ========== ========== ========== ======== ========
Weighted average number
of shares outstanding
(in thousands)........ 52,125 48,980 46,296 43,934 41,799 42,182 41,306
Dividends per share.... $ 0.073 $ 0.087 $ 0.108 $ 0.130 $ 0.185 $ 0.010 $ 0.020
OPERATING DATA (AT END
OF PERIOD):
Branches............... 75 81 89 99 108 104 113
Employees.............. 1,050 1,183 1,403 1,436 1,665 1,563 1,801
Average net revenues
per branch............ $ 1,247 $ 1,392 $ 1,597 $ 1,683 $ 1,717 $ 856 $ 901
BALANCE SHEET DATA (AT
END OF PERIOD):
Working capital........ $ 61,875 $ 64,600 $ 86,122 $ 97,144 $ 114,070 $107,452 $131,264
Total assets........... 167,926 202,282 246,528 285,517 320,780 312,643 361,160
Total long-term debt... -- -- -- -- -- -- --
Stockholders'
investment............ 84,664 95,899 112,784 133,339 154,428 143,502 171,366
</TABLE>

(Footnotes on following page)

13
<PAGE>

- --------
(1) Pursuant to Commission rules related to stock issued or sold to employees
at prices below the initial public offering price during the 12 months
preceding the effective date of an initial public offering, the Company
will record an $18.6 million non-recurring, non-cash compensation charge
at the effective date of this offering. This charge relates to 1,237,000
shares sold to employees by retired employees under the Company's book
value stock purchase program and 282,000 shares issued under the Company's
existing incentive plans, and represents the aggregate difference between
book value (the amount expensed by the Company for restricted shares upon
issuance or the amount paid by employees upon purchase of stock) and an
assumed estimated public offering price of $16.00 per share. See
"Management--Existing Incentive Plans." If the $18.6 million non-
recurring, non-cash compensation charge had been recorded in the six month
period ended June 30, 1997, net loss from continuing operations would have
been $425,000, or a $0.01 loss per share.
(2) Net revenues are determined by deducting cost of transportation and
products from gross revenues. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations."

(3) Discontinued operations include the Company's equipment lease financing
business, which was disposed of in 1994, and the Company's consumer
finance business. In July 1997, the Company approved a plan to sell its
consumer finance business, which the Company sold in October , 1997
pursuant to an agreement entered into in September 1997.

14
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The selected consolidated financial and operating data of the Company set
forth certain information with respect to the Company's financial position and
results of operations that should be read in conjunction with the following
discussion and analysis. The following does not include an analysis of the
Company's consumer finance business, which is now accounted for as a
discontinued operation as a result of the Company's decision in July 1997 to
sell this business.

INTRODUCTION

Gross revenues represent the total amount of services and goods sold by the
Company to its customers. Costs of transportation and products include direct
costs of transportation contracted by the Company, including motor carrier,
intermodal, ocean, air, and other costs, and the purchase price of products
sourced by the Company. The Company acts principally as a service provider to
add value and expertise in the execution and procurement of these services for
its customers. The net revenues of the Company (gross revenues less costs of
transportation and products) are the primary indicator of the Company's
ability to source, add value and resell services and products that are
provided by third parties, and are considered by management to be the primary
measurement of growth for the Company. Accordingly, the discussion of results
of operations below focuses on the changes in the Company's net revenues.

Historically, the Company had a deferred compensation plan which provided
for the issuance of restricted stock to certain employees. Further, Robinson
had stock repurchase agreements in place with all employee-owners which
allowed active employees to purchase the shares when other stockholders'
employment with the Company ceased. Such arrangements allowed for broad-based
employee ownership and the orderly exit of stockholder/employees under a net
book value based system. In connection with this offering, the Company is
terminating these plans and replacing them with stock-based incentive plans
more typical of a publicly held company and will receive a tax benefit
estimated at $36 million. At the effective date of this offering, the Company
will record a non-recurring, non-cash compensation expense totaling $18.6
million to conform with Commission requirements to account for the restricted
stock issued to employees under existing incentive plans and the purchase of
outstanding stock by certain employees from retiring employees at prices below
the initial public offering price during the 12 months preceding the date of
this offering ("cheap stock").

In the transportation industry generally, results of operations show a
seasonal pattern as customers reduce shipments during and after the winter
holiday season. In recent years, the Company's operating income and earnings
have been higher in the second and third quarters than in the first and fourth
quarters. The Company expects this seasonality to continue. Inflation has not
materially affected the Company's operations due to the very short-term,
transactional basis of its business.

RESULTS OF OPERATIONS

Interim Operating Results

Revenues. Net revenues for July and August 1997 were $35.8 million, an
increase of 17.4% over net revenues of $30.5 million for the same period in
1996, resulting from an increase in net revenues from transportation services
of 21.3% to $27.6 million and an increase in net revenues from sourcing of
2.1% to $6.7 million. Information services net revenue increased by 29.8% to
$1.5 million.

Net Income From Continuing Operations. Net income from continuing operations
was $6.9 million for July and August 1997, an increase of 15.0% over $6.0
million for the same period in 1996. Net income from continuing operations per
share increased by 6.7% to $0.16 per share in July and August of 1997 compared
to $0.15 per share in July and August of 1996.

15
<PAGE>

The following table represents certain income statement data shown as
percentages of the Company's gross revenues:

<TABLE>
<CAPTION>
SIX MONTHS
YEAR ENDED ENDED
DECEMBER 31, JUNE 30,
------------------- ------------
1994 1995 1996 1996 1997
----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
Gross revenues.............................. 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of transportation and products......... 89.2 88.9 88.9 88.8 88.4
----- ----- ----- ----- -----
Net revenues................................ 10.8 11.1 11.1 11.2 11.6
Selling, general and administrative
expenses................................... 7.6 8.0 8.0 8.1 8.5
----- ----- ----- ----- -----
Income from operations...................... 3.2 3.1 3.1 3.1 3.1
Investment and other income (loss).......... -- 0.2 0.2 0.2 0.2
----- ----- ----- ----- -----
Income from continuing operations before
provision for income taxes................. 3.2 3.3 3.3 3.3 3.3
Provision for income taxes.................. 1.3 1.3 1.3 1.3 1.3
----- ----- ----- ----- -----
Net income from continuing operations....... 1.9 2.0 2.0 2.0 2.0
Net income from discontinued operations..... 0.2 0.2 0.1 0.1 0.1
----- ----- ----- ----- -----
Net income.................................. 2.1% 2.2% 2.1% 2.1% 2.1%
===== ===== ===== ===== =====
</TABLE>

The following table summarizes net revenue and transactions by service line:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, SIX MONTHS ENDED JUNE 30,
---------------------------------------- -----------------------------
1994 1995 CHANGE 1996 CHANGE 1996 1997 CHANGE
-------- -------- ------ -------- ------ --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net revenue
(in thousands):
Transportation........ $ 99,287 $117,021 17.9% $133,246 13.9% $ 62,593 $ 75,682 20.9%
Sourcing.............. 32,447 38,207 17.8 39,252 2.7 21,382 19,662 (8.0)
Information services.. 3,865 4,866 25.9 6,571 35.0 2,945 3,812 29.4
-------- -------- -------- --------- ---------
Total............... $135,599 $160,094 18.1 $179,069 11.9 $ 86,920 $ 99,156 14.1
======== ======== ======== ========= =========
Transactions
(in thousands):
Transportation........ 610 675 10.7 830 23.0 394 473 20.1
Sourcing.............. 81 99 22.2 105 6.1 54 54 --
Information services.. 2,854 3,861 35.3 5,647 46.3 2,699 3,623 34.2
Net revenue per
transaction:
Transportation........ $ 162.77 $ 173.36 6.5 $ 160.54 (7.4) $ 158.87 $ 160.00 0.7
Sourcing.............. 400.58 385.93 (3.7) 373.83 (3.1) 395.96 364.11 (8.0)
Information services.. 1.35 1.26 (6.7) 1.16 (7.9) 1.09 1.05 (3.7)
</TABLE>

Six Months Ended June 30, 1997 Compared to Six Months Ended June 30, 1996

Revenues. Gross revenues for the six months ended June 30, 1997, were $855.2
million, an increase of 10.3% over gross revenues of $775.0 million for the
six months ended June 30, 1996. Net revenues for the six months ended June 30,
1997 were $99.2 million, an increase of 14.1% over net revenues of $86.9
million for the six months ended June 30, 1996, resulting from an increase in
net revenues from

16
<PAGE>

transportation services of 20.9% to $75.7 million, offset by a decrease in net
revenues from sourcing of 8.0% to $19.7 million. Information services net
revenues increased by 29.4% to $3.8 million.

The increase in transportation net revenues was due to a 20.1% increase in
transaction volume from a significant expansion of business with current
domestic and international customers, particularly larger accounts, and from
new domestic and international customers. The Company opened seven new U.S.
and two new international branches between June 30, 1996 and June 30, 1997.

Sourcing net revenues decreased primarily due to the elimination in December
1996 of a program at a large branch to source and distribute various seafood
and other products, which was partially offset by net revenue growth from a
branch that sources produce for the Company's large retail chain customers.

Information services net revenues increased because of significant increases
in the number of transactions for all services. Because the number of lower-
priced electronic transactions increased faster than the number of manual
transactions, there was a 3.7% decrease in net revenues per transaction.

Selling, General and Administrative Expenses. Selling, general and
administrative expenses were $72.5 million for the six months ended June 30,
1997, an increase of 15.8% over $62.6 million for the six months ended June
30, 1996. Selling, general and administrative expenses as a percent of gross
revenue increased from 8.1% for the six months ended June 30, 1996 to 8.5% for
the six months ended June 30, 1997, due primarily to higher personnel costs
from additional staffing and new warehouse expenses to support the Company's
growth.

Income from Operations. Income from operations was $26.7 million for the six
months ended June 30, 1997, an increase of 9.6% over $24.3 million for the six
months ended June 30, 1996.

Investment and Other Income (Loss). Investment and other income (loss) was
$1.9 million for the six months ended June 30, 1997, an increase of 35.2% over
$1.4 million for the six months ended June 30, 1996, due to a combination of
higher average levels of cash and other liquid investments and higher overall
rates of return on such funds.

Provision for Income Taxes. The effective income tax rates for continuing
operations were 39.7% and 39.1% for the six months ended June 30, 1997 and
1996, respectively. The effective income tax rate for both periods is greater
than the statutory federal income tax rate primarily due to state income
taxes, net of the federal benefit.

Net Income from Continuing Operations. Net income from continuing operations
was $17.2 million for the six months ended June 30, 1997, an increase of 9.9%
over $15.7 million in the first half of 1996. Net income from continuing
operations per share increased by 13.5% to $0.42 per share in the first half
of 1997 compared to $0.37 per share in the first half of 1996, primarily due
to an increase in net income and partly as a result of a decrease in shares
outstanding due to the Company's share repurchase program.

1996 Compared to 1995

Revenues. Gross revenues for 1996 were $1.6 billion, an 11.1% increase over
gross revenues of $1.4 billion for 1995. Net revenues for 1996 were $179.1
million, an 11.9% increase over net revenues of $160.1 million for 1995.
Transportation net revenues were $133.2 million, an increase of 13.9% over net
revenues in 1995 of $117.0 million. Sourcing net revenues were $39.3 million,
an increase of 2.7% over net revenues in 1995 of $38.2 million. Information
services net revenues were $6.6 million, an increase of 35.0% over net
revenues in 1995 of $4.9 million.

The transportation net revenue increase resulted primarily from a 23.0%
increase in the number of transactions, including a 27.5% transaction volume
increase in motor carrier transportation. The volume increase came from both
existing customers (particularly large accounts) and new customers. This
volume

17
<PAGE>

increase was offset by a 7.4% reduction in average net revenue of $12.82 per
transaction. Net revenues per transaction in 1995 had been unusually high due
to motor carrier overcapacity resulting in lower costs of purchased
transportation.

The increase in net revenues from sourcing primarily resulted from a 6.1%
increase in the number of transactions, partially offset by a 3.1% decline in
net revenues per transaction. Net revenues per transaction were adversely
affected by a write-off of approximately $1.0 million in connection with the
elimination of a sourcing and distribution program for seafood and other
products that had been initiated in early 1996.

Information service net revenues increased primarily due to a 46.3% increase
in transaction volume for all services. An increasingly higher percentage of
lower-priced electronic transactions resulted in a 7.9% decrease in net
revenues per transaction.

Selling, General and Administrative Expenses. Selling, general and
administrative expenses were $129.0 million for 1996, an increase of 12.1%
over 1995. The increase was due primarily to higher personnel costs from
additional staffing and new warehouse expenses to support the Company's
growth. Selling, general and administrative expenses as a percent of gross
revenues remained constant at 8.0%.

Income from Operations. Income from operations was $50.0 million for 1996,
an increase of 11.2% over $45.0 million for 1995.

Investment and Other Income (Loss). Investment and other income (loss) was
$3.1 million for 1996, an increase of 5.8% over 1995, as the average amount of
funds available for short-term investment increased in 1996.

Provision for Income Taxes. The effective income tax rates for continuing
operations were 38.9% in 1996 and 38.5% in 1995. The adjusted effective income
tax rate for 1996 and the effective income tax rate for 1995 are higher than
the statutory federal income tax rate primarily due to state income taxes, net
of the federal benefit.

Net Income from Continuing Operations. Net income from continuing operations
for 1996 was $32.4 million, an increase of 10.1% from $29.5 million in 1995.
Net income from continuing operations per share for 1996 was $0.78 per share
versus $0.67 per share for 1995.

1995 Compared to 1994

Revenues. Gross revenues for 1995 were $1.4 billion, an increase of 14.9%
over gross revenues of $1.3 billion for 1994. Net revenues for 1995 were
$160.1 million, an increase of 18.1% over net revenues of $135.6 million for
1994. Transportation net revenues were $117.0 million, an increase of 17.9%
over 1994 net revenues of $99.3 million. Sourcing net revenues were $38.2
million, an increase of 17.8% over 1994 net revenues of $32.4 million.
Information services net revenues were $4.9 million, an increase of 25.9% over
1994 net revenues of $3.9 million.

An increase of 10.7% in transportation transaction volume and a 6.5%
increase in the average net revenues per transaction resulted in the 17.9%
overall increase in transportation net revenues. Transaction volume increases
came from both existing customers and new customers. The net revenue per
transaction increase resulted from favorable market conditions for the
purchasing of transportation services due to motor carrier overcapacity.

The sourcing net revenue increase resulted from a significant volume
increase from a new sourcing program for a large grocery retailer. In
addition, one branch's sourcing revenues from two large retailers increased
approximately 90% to $2.3 million.

18
<PAGE>

Information service net revenues increased primarily due to a 35.3% increase
in transaction volume. An increasingly higher percentage of lower-priced
electronic transactions resulted in a 6.7% decrease in net revenues per
transaction.

Selling, General and Administrative Expenses. Selling, general and
administrative expenses were $115.1 million for 1995, an increase of 21.1%
over 1994. Selling, general and administrative expenses increased as a percent
of gross revenues from 7.6% in 1994 to 8.0% in 1995 primarily due to
additional warehouse expenses to support the Company's expanded services.

Income from Operations. Income from operations was $45.0 million for 1995,
an increase of 11.0% over $40.5 million for 1994.

Investment and Other Income (Loss). Investment and other income (loss) was
$2.9 million for 1995, versus a $100,000 loss in 1994. During 1994, a loss of
approximately $1.9 million was incurred on an investment, which was
subsequently liquidated.

Provision for Income Taxes. The effective income tax rate on continuing
operations was 38.5% and 40.2% for 1995 and 1994, respectively. The effective
income tax rate for both periods was higher than the statutory federal income
tax rate due primarily to state income taxes, net of the federal benefit.

Net Income from Continuing Operations. Net income from continuing operations
for 1995 was $29.5 million, an increase of 22.0% over $24.1 million in 1994.
Net income from continuing operations per share for 1995 was $0.67 per share,
an increase of 28.8% compared with $0.52 per share for 1994.

LIQUIDITY AND CAPITAL RESOURCES

The Company has historically generated substantial cash from operations
which has enabled it to fund its growth while paying cash dividends and
repurchasing stock from retiring employees. Cash and cash equivalents at June
30, 1997, totaled $40.3 million compared to $42.6 million at December 31,
1996. Available-for-sale securities were $50.2 million at June 30, 1997,
compared to $42.7 million at December 31, 1996. Working capital at June 30,
1997 totaled $131.3 million. The Company has had no long-term debt for the
last five years.

The shares offered hereby will be sold by current stockholders of the
Company. Accordingly, the Company will receive no proceeds from the sale of
these shares. Certain transactions associated with the sale of shares will
have an effect on the liquidity and capitalization of the Company.

The Company believes that proceeds arising from the sale of the consumer
finance business will be in excess of the recorded carrying value of the net
assets of discontinued operations of $12.5 million. The Company also will
receive an estimated $36 million tax benefit from removing restrictions on
shares previously awarded to employees. In addition the Company has declared a
special cash dividend of $1.50 per share ($61.9 million in total) on all
shares outstanding immediately prior to consummation of this offering. The
sale of the consumer finance business and the tax benefit noted above are
expected to offset substantially all the cash required for the special
dividend.

Management believes that the Company's available cash, together with
expected future cash generated from operations, are expected to be sufficient
to satisfy its anticipated needs for working capital, capital expenditures,
cash dividends and stock repurchases. In addition, the Company has $17.5
million available under its two existing lines of credit at interest rates of
6.69% and 6.63%, respectively, as of June 30, 1997. The lines of credit do not
restrict the payment of dividends.

Operating Activities. Cash provided by operations totaled $33.0 million,
$38.2 million and $35.4 million for 1994, 1995 and 1996, respectively. Cash
provided by operations for the six months ended June 30, 1996 and six months
ended June 30, 1997, totaled $10.6 million and $12.3 million, respectively.
Cash provided by operations in 1995 was higher than 1994 and 1996 primarily
due to the timing of accounts receivable collections and the payment of
accounts payable.

19
<PAGE>

Investing Activities. Cash provided by (used for) investing activities was
$9.5 million, ($35.5) million and ($12.7) million for 1994, 1995 and 1996,
respectively. Cash provided by (used for) investing activities for the six
months ended June 30, 1996 and six months ended June 30, 1997, was $2.0
million and ($12.5) million, respectively. The Company's primary use of cash
for investing activities during 1994, 1995 and 1996 and for the six months
ended June 30, 1996 and six months ended June 30, 1997 related to the purchase
of marketable securities, as well as additions to equipment. The Company
regularly invests its cash primarily in investment grade fixed-income
securities in order to obtain a higher rate of return on available funds.
During the periods presented, significant fluctuations in cash flows from
investing activities have occurred due to purchases and sales of securities
available for sale.

Financing Activities. Cash used for financing activities totaled $15.3
million, $13.5 million and $14.5 million for 1994, 1995 and 1996,
respectively. Cash used for financing activities for the six months ended June
30, 1996 and six months ended June 30, 1997, totaled $7.2 million and $2.1
million, respectively. Cash used for financing activities for all periods
primarily consists of repurchases of stock under the Company's book value
repurchase plan and cash dividends paid to stockholders.

20
<PAGE>

INDUSTRY OVERVIEW

Logistics can generally be defined as the management and transportation of
materials and inventory throughout the supply chain. According to a leading
industry consultant, the available domestic market for third-party logistics
providers was $421 billion in 1996, only 5.9%, or $25 billion, of which was
actually generated by third-party logistics providers. This same consultant
predicts the market for third-party logistics to double to $50 billion by the
year 2000, representing approximately 10% of the estimated $474 billion
domestic market. The international logistics market is estimated to be three
to four times the size of the domestic market, and both markets are highly
fragmented.

The logistics industry has evolved over the past 20 years as increasing
global competition has led to manufacturing automation, production flexibility
and just-in-time inventory management systems. Historically, logistics
decisions, such as the mode of transport, carrier selection and inventory
placement, were performed by production-focused traffic managers, typically
with minimal analysis. Carrier selection was often based solely on price or
the effectiveness of a carriers' sales program. These factors led to the
evolution of high-cost private fleets, poor transportation mode and carrier
selections, suboptimal warehouse location, inefficient loading patterns and
higher-than-necessary inventory levels. As companies' logistics decisions
involve greater emphasis on cost efficiency and increased focus on core
competencies, many companies are increasingly reevaluating their in-house
transportation function.

Many of these companies are finding it advantageous to outsource their
logistics management as the most efficient way to manage the entire supply
chain and reduce costs. At the same time, major domestic and international
shippers are seeking to utilize fewer firms to service their transportation
and logistics needs. The key advantages of logistics outsourcing include:

. Capitalizing on broader logistics knowledge. Outsourcing permits a shipper
to take advantage of the third-party logistics provider's greater knowledge
gained through experience with numerous customers, multiple transportation
modes, regional, national and international markets and other logistics
issues.

. Leveraging network economies of scale. Third-party logistics firms can
lower logistics costs through purchasing economies gained by access to
greater transportation capacity and their ability to select the level of
service and transportation mode best suited to a customer's individual
needs. For example, by pooling less-than-truckload and less-than-
containerload freight to form truckloads and/or containerloads, freight can
be shipped at greatly reduced costs. Through logistics programs, inventory
can be reduced or kept in motion, warehouses can be by-passed or in some
cases eliminated, and a private fleet's empty miles can be reduced.

. Accessing transportation information systems. Information systems are
critical to providing seamless logistics service across multiple carriers
and modes of transportation. These systems must be capable of managing the
flow of information through Electronic Data Interchange ("EDI") and other
electronic means while providing shippers instant access to shipment data.
Quality third-party logistics providers have developed these systems and
make them available to their customers.

. Transforming fixed costs to variable costs. Third-party logistics services
turn many of a shipper's fixed logistics costs into variable costs.

As a result of increasingly global markets, international freight
transportation is one of the fastest growing sectors of the freight
transportation industry. For international shipments, shippers must rely on
international providers to originate or complete a shipment. Managing the
movement of goods within and between continents has become increasingly
complex, and, therefore, multinational companies are seeking global logistics
solutions. Only a few third-party domestic logistics providers, such as the
Company, have developed the global capabilities to provide customers with
logistics services on a worldwide basis.

21
<PAGE>

BUSINESS

OVERVIEW AND STRATEGY

Founded in 1905, the Company is the largest third-party logistics company in
North America with 1996 gross revenues of $1.6 billion. The Company is a
global provider of multimodal transportation services and logistics solutions
through a network of 116 offices in 38 states and Canada, Mexico, Belgium, the
United Kingdom, France, Spain, Italy, Singapore and South Africa. Through
contracts with over 14,000 motor carriers, the Company maintains the single
largest network of motor carrier capacity in North America and is one of the
largest third-party providers of intermodal services in the United States. In
addition, the Company regularly provides air, ocean and customs services. As
an integral part of the Company's transportation services, the Company
provides a wide range of value-added logistics services, such as raw materials
sourcing, freight consolidation, cross-docking and contract warehousing.
During 1996, the Company handled over 935,000 shipments for more than 8,600
customers, ranging from Fortune 100 companies to small businesses in a wide
variety of industries. During the past five years, the Company has increased
net revenues at a compound annual growth rate of 18.6 percent.

The Company has developed global multimodal transportation and distribution
networks to provide seamless logistics services worldwide. As a result, the
Company has the capability of managing all aspects of the supply chain on
behalf of its customers. As a non-asset based transportation provider, the
Company can focus on optimizing the transportation solution for its customer
rather than on its own asset utilization, using established relationships with
motor carriers, railroads (primarily intermodal service providers), air
freight carriers and ocean carriers. Through its motor carrier contracts, the
Company maintains access to more than 370,000 dry vans, 128,000 temperature-
controlled vans and containers and 96,000 flatbed trailers. The Company also
has intermodal marketing contracts with 11 railroads, including all of the
major North American railroads, which give the Company access to more than
150,000 additional trailers and containers.

Throughout its 90-year history, the Company has been in the business of
sourcing fresh produce. Much of the Company's logistics expertise can be
traced to its significant experience in handling perishable commodities. Due
to the time-sensitive nature and quality requirements of the shipments, fresh
produce represents a unique logistics challenge, and the distribution and
transportation costs are significant compared with, and may exceed, the cost
of the produce being shipped. The Company has developed a network of produce
sources and maintains access to specialized equipment and transportation modes
designed to ensure timely delivery of uniform quality produce. In response to
demand from large grocery retailers and food service distributors, the Company
has developed its own brand of produce, The Fresh 1(R), which is sourced
through various relationships and packed to order through contract packing
agreements. The Company has also leveraged its food sourcing and logistics
expertise into the sourcing of food ingredients on behalf of food
manufacturers.

The Company's unique business philosophy has accounted for its strong
historical results and has positioned the Company for continued growth. The
Company's principal competitive advantage is its large decentralized branch
network, staffed by nearly 1,300 salespersons who are employees rather than
agents. These branch employees are in close proximity to both customers and
carriers which facilitates quick responses to customers' changing needs.
Branch employees act as a team in both marketing the Company's services and
providing these services to individual customers. The Company compensates its
branch employees principally on the basis of their branch's profitability,
which in the Company's opinion produces a more service-oriented, focused and
creative sales force. The Company is substantially owned by more than 700 of
its employees, and, following this offering, these employees will continue to
own more than 75% of the Company's Common Stock. The Company's recently
adopted Stock Incentive Plan and Stock Purchase Plan will allow for even
broader equity participation by employees following this offering.

Growth within the logistics industry is being driven by the continuing trend
of companies outsourcing their logistics needs in order to focus on their core
businesses, better manage just-in-time

22
<PAGE>

inventory systems and reduce costs. According to a leading industry
consultant, the available domestic market for third-party logistics providers
was $421 billion in 1996, only 5.9%, or $25 billion, of which was actually
generated by third-party logistics providers. This same consultant predicts
the market for third-party logistics to double to $50 billion by the year
2000, representing approximately 10% of the estimated $474 billion domestic
market. The international logistics market is estimated at three to four times
the domestic market, and both the domestic and international markets are
highly fragmented.

The Company's strategy for future growth is to expand the following:

LOGISTICS SERVICES

As a global, third-party logistics company, the Company provides multimodal
transportation and related logistics services, sourcing and fee-based
information services.

The Company seeks to establish long-term relationships with its customers in
order to provide logistics solutions that reduce or eliminate inefficiencies
in customers' supply chains. Whenever appropriate, the Company analyzes the
customer's current transportation rate structures, modes of shipping and
carrier selection. The Company may also examine the customer's warehousing,
picking procedures, loading, unloading and dock scheduling procedures, as well
as packaging and pallet configuration procedures. The Company then evaluates
how these procedures interact with shipping, manufacturing and customer
service. Upon completion of an initial analysis, the Company proposes
solutions which allow the customer to streamline operating procedures and
contain costs, while improving the management of its supply chain. Robinson
branch employees remain involved with the customer throughout the analysis and
implementation of the proposed solution. In the course of providing day-to-day
transportation services, branch employees offer further logistics analysis and
solutions as the employees become more familiar with the customer's daily
operations and the nuances of its supply chain. The Company's ultimate goal is
to assist the customer in managing its entire supply chain while being the
customer's key provider of individual transportation services.

MULTIMODAL TRANSPORTATION SERVICES

On a day-to-day basis, customers communicate their freight needs, typically
on a load-by-load basis, to the Company by means of a telephone call, fax
transmission, e-mail or EDI message to the branch office salesperson
responsible for the particular customer. That salesperson enters all
appropriate information about each load into the Company's computer based
Customer Oriented Shipment Management Operating System ("COSMOS"), determines
the appropriate mode of transportation for the load and selects a carrier

23
<PAGE>

or carriers, based upon the salesperson's knowledge of the carrier's service
capability, equipment availability, freight rates and other relevant factors.
The salesperson then communicates with the carrier's dispatch office to
confirm a price for the transportation and the carrier's commitment to provide
the transportation. At this point, the salesperson provides the carrier
information to the customer, together with the Company's sales price, which is
intended to provide a profit to the Company for the totality of services
performed for the customer. By accepting the customer's order, the Company
becomes legally responsible for transportation of the load from origin to
destination, rather than being a mere freight broker. The carrier's contract
is with the Company, not the customer, and the Company is responsible for
prompt payment of carrier charges. The Company is also responsible to its
customer for any claims for damage to freight while in transit or performance.
In most cases, the Company receives reimbursement from the carrier for these
claims.

As a result of the Company's logistics capabilities, many customers now look
to Robinson to handle all, or a substantial portion, of their freight
transportation requirements to or from a particular manufacturing facility or
distribution center. In a number of instances, the Company has contracts with
the customer whereby the Company agrees to handle a specified number of loads
usually to specified destinations, such as from the customer's plant to a
distribution center, at specific rates, but subject to seasonal variation.
Most of the Company's rate commitments are for periods of one year or less. To
meet its obligations under these customer contracts, Robinson may obtain
advance commitments from one or more carriers to transport all, or a
significant portion, of the contracted loads, again at specific rates, for the
length of Robinson's customer contract.

As part of its customer focus, Robinson offers a wide range of logistics
services on a worldwide basis to assure timely, efficient and cost effective
delivery through the use of one or more transportation modes. These logistics
services include: transportation management (price and modal comparisons and
selection; shipment consolidation and optimization; improvement of operating
and shipping procedures and claims management); minimization of storage
(through cross-docking and other flow-through operations); logistics network
and nodal location analysis to optimize the entire supply chain; tracking and
tracing; reverse logistics and other special needs; management information;
and analysis of a customer's risk and claims management practices. Robinson
will evaluate a customer's core carrier program by reviewing such factors as
carriers' insurance certificates, safety ratings and financial stability as
well as establishing a program to measure and monitor key quality standards
for those core carriers. These services are bundled with underlying
transportation services and are not typically separately priced, but instead
are reflected as a part of the cost of transportation services provided by the
Company on a transactional basis pursuant to continuing customer
relationships. Incident to these transportation services, the Company may
supply sourcing, contract warehousing, consulting and other services, for
which it is separately compensated.

The Company is capable of arranging all modes of transportation services on
a worldwide basis:

. Truck--Through its contracts with over 14,000 motor carriers, the
Company maintains access to more than 370,000 dry vans, 128,000
temperature-controlled units and 96,000 flatbeds. It offers both time-
definite and expedited truck transportation. In many instances,
particularly in connection with its sourcing business, the Company will
consolidate partial loads for several customers into full truckloads.

. Intermodal--Intermodal transportation involves the shipment of trailers
or containers by a combination of truck, rail and/or ship in a
coordinated manner. The Company provides intermodal service by both rail
and ship, arranges local pickup and delivery (known as drayage) through
local motor carriers and provides temperature-controlled double and
triple-stacked intermodal containers. The Company currently owns or
leases 370 intermodal containers. The Company also has intermodal
marketing contracts with 11 railroads, which give the Company access to
more than 150,000 additional trailers and containers.

. Ocean--As an indirect ocean carrier and freight forwarder, the Company
consolidates shipments, determines routing, selects ocean carriers, con-
tracts for ocean shipments, provides for local

24
<PAGE>

pickup and delivery of shipments and arranges for customs clearance of
shipments, including the payment of duties.

. Air--The Company provides door-to-door service as a full-service air
freight forwarder, both domestically and internationally.

The table below shows the Company's net revenue by transportation mode for
the periods indicated:

TRANSPORTATION SERVICES NET REVENUE
(IN THOUSANDS)

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
----------------------------------------- -----------------
1992 1993 1994 1995 1996 1996 1997
------- ------- ------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Truck.............. $55,826 $63,549 $81,122 $ 97,636 $110,460 $ 51,884 $ 63,073
Intermodal......... 3,876 4,411 7,828 6,864 8,014 3,865 5,045
Ocean.............. 1,903 6,278 6,865 7,212 8,121 4,079 4,369
Air................ 298 323 550 1,402 1,687 795 769
Miscellaneous (1).. 2,381 2,686 2,922 3,907 4,964 1,970 2,426
------- ------- ------- -------- -------- -------- --------
Total............ $64,284 $77,247 $99,287 $117,021 $133,246 $ 62,593 $ 75,682
======= ======= ======= ======== ======== ======== ========
</TABLE>
- --------
(1) Consists of customs clearance (Automated Brokerage Interface (ABI) and
Automated Clearing House (ACH) capabilities with the U.S. Customs Service)
and warehousing.

As the Company has emphasized integrated logistics solutions, its
relationships with many customers have become broader, with the Company
becoming a business partner responsible for a greater portion of supply chain
management. Customers may be served by specially created Robinson teams and
over several branches. Examples include:

. For an international snack food company, the Company redesigned the
sourcing program for raw commodities to more efficiently serve multiple
plant sites and designed special containers for the transportation of
these commodities. Through its services, the Company assures more timely
delivery of higher quality commodities, minimizes factory downtime, and
improves flexibility to respond to emergency situations.

. For a national retailer with an overburdened distribution center network
and a need for enhanced inventory control, the Company implemented a
flow-through cross-docking program keeping inventory in motion while
consolidating less than truckload freight deliveries from seven states
into truckload deliveries to ten distribution centers. Direct vendor
communication improved control of inbound inventory by giving
distribution centers the ability to plan delivery and scheduling of
inventory. The Company also opened two distribution centers on a
contract basis, began receiving product within days and commenced
distribution of products to retail stores within two weeks of initiating
the program.

. To address a national dairy cooperative's peak-season volatility, the
Company's on-site team is solely responsible for selecting and dispatch-
ing all carriers, including the cooperatives's private fleet. The Com-
pany consolidates customer orders, schedules pick-ups and manages rout-
ing, tracking and tracing, delivery appointments and pallet returns for
all of the cooperative's finished dairy products from 25 facilities.

. For the beverage division of a national food company, the Company
implemented a transition from product specific transportation management
to a regionally focused, decentralized approach for 41 plants which
distribute to over 1,000 customers. The Company now consolidates
customer orders which enables the Company to streamline production
scheduling to eliminate manufacturing downtime. The Company manages the
core carrier program and is responsible for carrier selection and on-
time performance.

25
<PAGE>

SOURCING

Throughout its 90-year history, Robinson has been in the business of
sourcing fresh produce. Much of the Company's logistics expertise can be
traced to the Company's significant experience in handling perishable
commodities. Because of its perishable nature, produce must be quickly
packaged, transported within tight timetables in temperature controlled
equipment and distributed quickly to replenish high turnover inventories
maintained by wholesalers, food service companies and retailers. In most
instances, the Company consolidates individual customers' produce orders into
truckload quantities at the point of origin and arranges for transportation of
the truckloads, often to multiple destinations. Approximately one-half of the
Company's sourcing customers are produce wholesalers, who purchase produce in
relatively large quantities through the Company and resell the produce to
grocery retailers, restaurants and other resellers of food. More than one-
third of Robinson's sourcing customers are grocery store chains and other
multistore retailers, and most of the Company's remaining customers are food
service companies that distribute a range of food products to retailers,
restaurants and institutions.

During the past five years, the Company has actively sought to expand its
food sourcing customer base by focusing on the larger multistore retailers. As
these retailers have expanded through store openings and industry
consolidation, their traditional methods of produce sourcing and store-level
distribution, which relied principally on regional or even local purchases
from wholesalers, have become inefficient. The Company's logistics and
perishable commodities sourcing expertise can greatly improve the retailers'
produce purchasing as well as assure uniform quality from region to region and
store to store. The Company introduced its proprietary The Fresh 1(R) brand of
produce in 1989, which includes a wide range of uniform quality, top grade
fruits and vegetables purchased from various domestic and international
growers.

Examples of perishable commodities sourcing and logistics services provided
by the Company for major retail chains include:

. The Company has improved the quality of produce offered by a major
grocery retailer through the use of Robinson's packed-to-order The Fresh
1(R) label. The Company is responsible for sourcing produce, assisting
in management of inventory levels, transporting to the customer's nine
distribution centers and, when required, delivering to each retail
store. Payment is electronic.

. For another major retailer, the Company is responsible for providing
produce to the customer's seven distribution centers, emphasizing The
Fresh 1(R) labeled produce. These distribution centers currently serve
approximately 350 individual stores. The Company receives point of sale
produce sales information directly through EDI from the customer and is
implementing a program where it is responsible for inventory control and
reordering as well as management of transportation to the customer's
distribution centers. Invoicing is electronic.

The Company has also sought to leverage its food sourcing and logistics
expertise into the food ingredients market and has focused on the major food
manufacturers that utilize significant quantities of various ingredients in
producing food products. Examples of ingredients sourced for food processors
include fruit juice concentrates, dehydrated onions, chocolate and natural
food colors.

Sourcing accounted for approximately 24%, 24% and 22% of the Company's net
revenues in 1994, 1995 and 1996, respectively.

INFORMATION SERVICES

A subsidiary of the Company, T-Chek Systems, Inc. provides motor carrier
customers with funds transfer and driver payroll services, fuel management
services, fuel and use tax reporting as well as on-line access to custom-
tailored information management reports, all through the use of its
proprietary automated system. This system enables motor carriers to track
equipment, manage fleets and dictate

26
<PAGE>

where and when their drivers purchase fuel. For several companies and truck
stop chains, T-Chek captures sales and fuel cost data, applies the margin
agreed between seller and purchaser, reprices the sale, invoices the carrier
and provides management information to the seller. T-Chek is also seeking to
market other tracking, tracing and communications services and products,
primarily to motor carriers.

Through its subsidiary, Payment and Logistics, Inc., the Company provides
freight payment services to shippers using a proprietary system, often linked
to the carriers by EDI, with the ability to process freight payments by
electronic funds transfer. This paperless system also enables the Company to
automatically audit the customer's freight rates, eliminate duplicate payments
to carriers and produce reports containing information about such matters as
shipping patterns, freight volumes and overall transportation costs. The
Company and the customer use these data to better manage the customer's supply
chain.

The Company's information services accounted for approximately 3%, 3% and 4%
of the Company's net revenues in 1994, 1995 and 1996, respectively.

ORGANIZATION

To allow the Company to stay close to customers and markets, the Company has
created and continues to expand a network of 116 offices, supported by
executives and services in a central office.

BRANCH NETWORK

Branch salespersons are responsible for developing new business, receiving
and processing orders from specific customers located in the area served by
the branch and contracting with carriers to provide the transportation
requested. In addition to routine transportation, salespersons are often
called upon to handle customers' unusual, seasonal and emergency needs.
Shipments to be transported by truck are almost always contracted at the
branch level. Some branches may rely on expertise in other branches when
contracting intermodal, international and air shipments.

Salespersons in the branches both sell and service their customers rather
than rely exclusively on a central office or dedicated sales staff. Sales
opportunities are identified through the Company's database, industry
directories, referrals by existing customers and leads generated by branch
office personnel through knowledge of their local and regional markets. Each
branch is also responsible for locating and contracting with carriers to serve
the branch's customers.

The table below shows certain information about the Company's branches for
the periods indicated:

BRANCH DATA
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
SIX MONTHS
ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
---------------------------------- -----------
1992 1993 1994 1995 1996 1996 1997
------ ------ ------ ------ ------ ----- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Average employees per branch.... 14.0 14.6 15.8 14.6 15.4 15.0 15.9
Average net revenues per branch. $1,247 $1,392 $1,597 $1,683 $1,717 $ 856 $ 901
Average net revenues per
employee....................... $ 93 $ 98 $ 105 $ 113 $ 115 $ 58 $ 57
</TABLE>

As of June 30, 1997, the Company's 1,365 branch salespersons represented
approximately 70% of the Company's total workforce and all branch employees,
including support staff, represented over 90% of the Company's workforce. At
June 30, 1997, the number of salespersons per Company branch ranged from three
to 54.

27
<PAGE>

Branch Expansion. The Company expects to continue to add branch offices as
management determines that a new branch may contribute to continued growth and
as branch salespersons develop the capability to manage a new branch. The
Company intends to focus particularly on opening overseas branches as
opportunities arise to serve the local needs of multinational customers.
Additional branches are often opened within a territory previously served by
another branch, such as within major cities, as the volume of business in a
particular area warrants opening a separate branch. Capital required to open a
new branch is modest, involving a lease for a small amount of office space,
communication links and often employee compensation guaranties for a short
time.

Unique Branch Network. For almost two decades, new branch salespersons have
been hired through a sophisticated profiling system using standardized tests
to measure an applicant against the traits determined by the Company to be
those of successful Robinson employees. These common traits facilitate
cooperative efforts necessary for the success of each office. Applicants are
recruited nationally from across the United States and Canada, typically have
college degrees and some have business experience, not necessarily within the
transportation industry. The Company is highly selective in determining to
whom it offers employment.

Newly hired branch employees receive extensive on-the-job training at the
branch level, which ranges from six months to a year and emphasizes
development of the necessary skills and attitude to become productive members
of a branch team. The Company believes most salespersons become productive
employees in a matter of weeks. After gaining a year of experience, each
salesperson attends a Company-sponsored national meeting to receive additional
training and foster relationships between branches.

Employees at the branch level form a team, which is enhanced by the
Company's unique incentive compensation system under which a significant part
of the compensation of most branch managers and salespersons is dependent on
the profitability of the particular branch. For any calendar year, branch
managers and salespersons who have been employed for at least one complete
year participate in the branch's earnings for that calendar year, based on a
system of "points" awarded to the employees on the basis of their productivity
and contribution. Most of a branch manager's compensation is provided by this
compensation program. For 1996, incentive-based compensation averaged 31% of
branch salespersons' total compensation, 64% of branch managers' total
compensation and 61% of officers' total compensation. Branch employees also
participate in the Company's Profit Sharing Plan, contributions to which
depend on overall Company profitability. See "Management--Existing Incentive
Plans--Profit Sharing Plan." Branch managers of larger branches also
participate in a separate incentive program based on overall Company profits.
See "Management--Existing Incentive Plans--Restricted Stock Programs." In
connection with establishing new branches and other special circumstances, the
Company may guaranty a level of compensation to the branch manager and key
salespersons.

Following this offering, all managers throughout the Company who have
significant responsibilities will be eligible to participate in the Company's
Stock Incentive Plan. Employees at all levels, after a qualifying period of
employment, will be eligible to participate in the Company's Stock Purchase
Plan. See "Management--New Incentive Plans."

Individual salespersons benefit through the growth and profitability of
individual branches and are motivated by the opportunity to become branch
managers, assistant managers or department managers. All branch salespersons
are full time employees.

EXECUTIVES

Under the Company's decentralized operating system, branch managers report
directly to, and receive guidance and support from, a small group of executive
officers at the Company's central office. Customers, carriers, managers and
employees have direct access to the Company's Chief Executive Officer, D.R.
Verdoorn, and all other executive officers. These executives provide training
and education concerning logistics, develop new services and applications to
be offered to customers and provide broad market analysis.

28
<PAGE>

EMPLOYEES

As of June 30, 1997, the Company had a total of 1,801 employees,
substantially all of whom are full-time employees, 1,641 of which were located
in the Company's branch offices. Corporate services such as accounting,
information systems, legal, credit support and claims support are provided
centrally. The Company believes that its compensation and benefit plans are
among the most competitive in the industry and that its relationship with
employees is excellent.

CUSTOMERS AND MARKETING

The Company seeks to establish long-term relationships with its customers
and to increase the amount of business done with each customer by seeking to
provide the customer with a full range of logistic services. In 1996, the
Company served approximately 8,600 customers, ranging from Fortune 100
companies to small businesses in a wide variety of industries. During 1996, no
customer accounted for more than 4% of gross revenues, and the Company's 10,
20 and 50 largest customers represented approximately 15%, 20% and 29% of
gross revenues, respectively. In recent years, revenue growth has been
achieved through the growth and consolidation of customers, expansion of the
services provided by the Company and an increase in the number of customers
served. In the first half of 1997, net revenues attributable to the Company's
50 largest transporation customers increased 36.7% over net revenues from the
Company's 50 largest transportation customers in the same period in 1996.
While the Company has increased the level of business with its larger
customers in recent years, the Company has experienced growth in its total
customer base as well.

The Company believes that decentralization allows salespersons to better
serve the Company's customers by fostering the development of a broad
knowledge of logistics and local and regional market conditions as well as the
specific logistics issues facing individual customers. With the guidance of
experienced branch managers (who have an average tenure of 13 years with the
Company), branches are given significant latitude in pursuing opportunities
and committing the Company's resources to serve customers.

Branches seek additional business from existing customers and pursue new
customers, based on their knowledge of local markets and the range and value
of logistics services that the Company is capable of providing. The Company
has begun placing increased emphasis on national sales and marketing support
to enhance branch capabilities. Increasingly, branches call on central office
executives, a national sales staff and a central logistics group to support
them in the pursuit of multinational corporations and other companies with
more complex logistics requirements.

RELATIONSHIPS WITH CARRIERS

The Company seeks to establish long-term relationships with carriers in
order to assure dependable services, favorable pricing and carrier
availability during peak shipping periods and periods of undercapacity. To
strengthen and maintain these relationships, Company salespersons regularly
communicate with carriers serving their region and seek to assist carriers
with equipment utilization, reduction of empty miles and equipment
repositioning. The Company has a policy of prompt payment and provides
centralized claims management on behalf of various shippers. Many smaller
carriers effectively consider Robinson as their sales and marketing
department.

As of June 30, 1997, the Company had contracts with 14,125 motor carriers
(representing approximately 128,000 temperature controlled vans, 370,000 dry
vans and 96,000 flatbeds). Those carriers include owner-operators of a single
truck, small and mid-size fleets, private fleets and the largest national
trucking companies. Consequently, the Company is not dependent on any one
carrier. As of June 30, 1997, the Company also had intermodal marketing
contracts with 11 railroads, including all of the major North American
railroads, giving the Company access to more than 150,000 additional trailers
and containers.

29
<PAGE>

The Company qualifies each motor carrier to assure that it is properly
licensed and insured and has the resources to provide the necessary level of
service on a dependable basis. The Company's motor carrier contracts require
that the carrier commit to a minimum number of shipments, issue invoices only
to, and accept payment solely from, Robinson and permit Robinson to withhold
payment to satisfy previous claims or shortages. Carrier contracts also
establish transportation rates which can be modified by issuance of an
individual load confirmation. The Company's contracts with railroads govern
the transportation services and payment terms by which the Company's
intermodal shipments are transported by rail. Intermodal transportation rates
are typically negotiated between the Company and the railroad on a customer-
specific basis.

COMPETITION

The transportation services industry is highly competitive and fragmented.
The Company competes primarily against a large number of other non-asset based
logistics companies, as well as asset-based logistics companies, third-party
freight brokers, carriers offering logistics services and freight forwarders.
The Company also competes against carriers' internal sales forces and
shippers' own transportation departments. It also buys and sells
transportation services from and to companies with which it competes.

The Company believes that its most significant competitive advantages are:
(i) its large decentralized branch network, staffed by salespersons who are
employees rather than agents, which enables the Company's salespersons to gain
significant knowledge about individual customers and the local and regional
markets they serve, (ii) its ability to provide a broad range of logistics
services, and (iii) its ability to provide services on a worldwide basis.

COMMUNICATIONS AND INFORMATION SYSTEMS

To handle the large number of daily transactions and to accommodate its
decentralized branch system, the Company has designed an extensive
communications and information system. Employees are linked with each other
and with customers and carriers by telephone, facsimile, e-mail and/or EDI to
communicate requirements and availability, to confirm and bill orders and,
through the Company's Internet home page, to trace shipments. The Company has
developed its own proprietary computer based system, COSMOS. The most recent
enhancements help salespersons service customer orders, select the optimal
modes of transportation, build and consolidate loads and selects routes, all
based on customer-specific service parameters. COSMOS makes load data visible
to the entire branch sales team, enabling the salespersons to select carriers
and track loads in progress, and automatically provides visible alerts to any
arising problems. The Company's internally developed proprietary decision
support system ("BSMART") uses data captured from daily transactions to
generate various management reports which are available to the Company's large
logistics customers to provide information on traffic patterns, product mix
and production schedules. BSMART enables customers to analyze their own
customer base, transportation expenditure trends and the impact on out-of-
route and out-of-stock costs.

GOVERNMENT REGULATION

The transportation industry has been subject to legislative and regulatory
changes that have affected the economics of the industry by requiring changes
in operating practices or influencing the demand for, and cost of providing,
transportation services. The Company cannot predict the effect, if any, that
future legislative and regulatory changes may have on the transportation
industry.

The Company is subject to licensing and regulation as a transportation
provider. The Company is licensed by the DOT as a broker in arranging for the
transportation of property by motor vehicle. The DOT prescribes qualifications
for acting in this capacity, including certain surety bonding requirements.
The Company provides motor carrier transportation services that require
registration with the DOT and compliance with certain economic regulations
administered by the DOT, including a requirement to

30
<PAGE>

maintain insurance coverage in minimum prescribed amounts. The Company is
subject to regulation by the Federal Maritime Commission as an ocean freight
forwarder and maintains a non-vessel operating common carrier bond. The
Company operates as an indirect air cargo carrier subject to economic
regulation by the DOT. The Company provides customs brokerage services as a
customs broker under a license issued by the U.S. Customs Service of the
Department of Treasury. The Company sources fresh produce under a license
issued by the U.S. Department of Agriculture. Other sourcing and distribution
activities may be subject to various federal and state food and drug statutes
and regulations. Although Congress enacted legislation in 1994 that
substantially preempts the authority of states to exercise economic regulation
of motor carriers and brokers of freight, the Company and several of its
subsidiaries continue to be subject to a variety of vehicle registration and
licensing requirements. The Company and the carriers that the Company relies
on in arranging transportation services for its customers are also subject to
a variety of federal and state safety and environmental regulations. Although
compliance with the regulations governing licensees in these areas has not had
a materially adverse effect on the Company's operations or financial condition
in the past, there can be no assurance that such regulations or changes
thereto will not adversely impact the Company's operations in the future.
Violation of these regulations could also subject the Company to fines or, in
the event of serious violation, suspension or revocation of operating
authority as well as increased claims liability.

LITIGATION

In 1995, the U.S. Customs Service began an investigation of possible duties
owed on imports of certain juice concentrates by a subsidiary of the Company.
The Company has been advised by the United States Attorney for the Eastern
District of New York that its subsidiary was not the target or the subject of
a criminal investigation, although the United States Attorney is not bound by
such statements. The Company believes, however, that the U.S. Customs Service
will seek additional duties of approximately $4.0 million and may seek civil
monetary penalties against the subsidiary of the Company. The Company believes
the disposition of this matter will not have a material adverse effect on the
business, financial condition or results of operations of the Company,
although there can be no assurance that the duties and penalties sought
against the subsidiary will not exceed the Company's reserves for this matter.

The Company is currently not otherwise subject to any pending or threatened
litigation other than routine litigation arising in the ordinary course of
business, none of which is expected to have a material adverse effect on the
business, financial condition or results of operations of the Company.

PROPERTIES

Principally all of the Company's branch offices and its central office are
leased from third parties under leases with initial terms ranging from three
to ten years. The Company considers its current offices adequate for its
current level of operations. The Company has not had difficulty in obtaining
sufficient office space and believes it can renew existing leases or relocate
branches to new offices as leases expire.

RISK MANAGEMENT AND INSURANCE

In its truck and intermodal operations, the Company assumes full value cargo
risk to its customers. The Company subrogates its losses against the motor or
rail carrier with the transportation responsibilities. The Company requires
all motor carriers participating in its contract program to carry at least
$750,000 in general liability insurance and $25,000 in cargo insurance. Many
carriers carry insurance limits exceeding these minimums. Railroads, which are
generally self-insured, provide limited common carrier liability protection,
generally up to $250,000 per shipment. For both truck and rail transportation,
higher coverage is available to the customer on a load-by-load basis at an
additional price.

31
<PAGE>

In its international freight forwarding, ocean transportation and air
freight businesses, the Company does not assume cargo liability to its
customers above minimum industry standards. The Company offers its customers
the option to purchase ocean marine cargo coverage to insure goods in transit.
When the Company agrees to store goods for its customers for longer terms, it
provides limited warehouseman's coverage to its customers and contracts for
warehousing services from companies which provide the Company the same degree
of coverage.

The Company maintains a broad cargo liability policy to protect it against
catastrophic losses that may not be recovered from the responsible carrier
with a deductible of $100,000 per incident. Total claims paid by the Company
in 1996 and uncollectible from carriers were less than $200,000. The Company
also carries various liability policies, including auto and general liability,
with a $75 million umbrella.

Agricultural chemicals used on agricultural commodities intended for human
consumption are subject to various approvals, and the commodities themselves
are subject to regulations on cleanliness and contamination. Concern about
particular chemicals and alleged contamination has led to recalls of products,
and tort claims have been brought by consumers of allegedly affected produce.
Because the Company is a seller of produce, it may have legal responsibility
arising from sales of produce. While the Company carries product liability
coverage of $75 million, settlement of class action claims is often costly,
and the Company cannot assure that its liability coverage will be adequate and
will continue to be available. In addition, in connection with any recall, the
Company may be required to bear the cost of repurchasing, transporting and
destroying any allegedly contaminated product, for which it is not insured.
Any recall or allegation of contamination could affect the Company's
reputation, particularly of its The Fresh 1(R) brand. Loss due to spoilage
(including the need for disposal) is also a routine part of the sourcing
business.

32
<PAGE>

MANAGEMENT

EXECUTIVE OFFICERS AND DIRECTORS

The Company's executive officers and directors are:

<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
D.R. Verdoorn............... 58 President, Chief Executive Officer and Director
Looe Baker III.............. 47 Vice President and Director
Barry W. Butzow............. 50 Vice President and Director
Gregory D. Goven............ 46 Vice President
Bernard M. Madej............ 54 Vice President, Logistics
Robert S. Ingram............ 57 Vice President, Transportation
Michael T. Rempe............ 43 Vice President, Produce
Thomas M. Jostes............ 37 Vice President, Transportation
Thomas D. Perdue............ 47 Vice President, Intermodal
Dale S. Hanson.............. 58 Vice President, Finance, Chief Financial
Officer and Director
Owen P. Gleason............. 46 Vice President, General Counsel,
Secretary and Director
Jennifer T. Amys............ 46 Vice President, Chief Information Officer
John P. Wiehoff............. 36 Corporate Controller and Treasurer
Robert Ezrilov.............. 52 Director
Gerald A. Schwalbach........ 52 Director
</TABLE>

D.R. Verdoorn has been the President and Chief Executive Officer of the
Company and its predecessor since 1977 and a director since 1975. He has been
with the Company since 1963. He has served on the Boards of Directors for
United Fresh Fruit and Vegetable Association and the Produce Marketing
Association. Mr. Verdoorn attended Central College in Pella, Iowa.

Looe Baker III has been a Vice President since 1979 and a director since
1984. Mr. Baker began his career with the Company in 1971. Mr. Baker has
served on the Board of Directors for the Produce Marketing Association. He is
a director of Orval Kent Holding Co. He holds a Bachelor of Science degree
from Drake University.

Barry W. Butzow has been a Vice President since 1984 and a director since
1986. He began employment with the Company in 1969. He holds a Bachelor of
Arts degree from Moorhead State University.

Gregory D. Goven has been a Vice President since 1988. Mr. Goven joined the
Company in 1973. Mr. Goven holds a Bachelor of Science degree from North
Dakota State University. Mr. Goven's wife is the first cousin of Mr. Verdoorn.

Bernard M. Madej has been Vice President, Logistics since 1995. Prior to
that, he had held the position of Vice President, Transportation since 1986.
Prior to joining the Company, he held other senior positions with various
logistics companies. He has served on the Executive Committee of the Council
of Logistics Management and is a past president of the Transportation
Intermediaries Association, Midwest Division. He holds a Bachelor of Science
degree from the University of St. Thomas.

Robert S. Ingram has been Vice President, Transportation since 1996 and
prior to that was Vice President of Intermodal from 1992. Prior to joining the
Company, Mr. Ingram held several executive positions with the Burlington
Northern Railway, the Soo Line Railroad, Sealand Service and several regional
railroads. He holds a Bachelor of Science degree from the University of
Pennsylvania.

Michael T. Rempe has been Vice President, Produce since 1994, after starting
with the Company in 1989 as Director of Produce Merchandising. Prior to that,
he held several senior positions in the retail grocery industry. Mr. Rempe is
currently on the Board of Directors of the Produce Marketing Association and
Produce for Better Health. Mr. Rempe attended Indiana University Purdue
University in Indianapolis.

33
<PAGE>

Thomas M. Jostes has served as Vice President, Transportation since 1995 and
has been employed by the Company since 1984. Mr. Jostes holds a Bachelor of
Arts degree from Iowa State University.

Thomas D. Perdue has been Vice President, Intermodal since 1995. From 1992
through 1995, he was Assistant Vice President of Intermodal Operations for the
Burlington Northern Railway, and prior thereto, he held various transportation
operations positions with Conrail. Mr. Perdue holds a Bachelor of Science
degree from Indiana University.

Dale S. Hanson has been Vice President, Finance and Chief Financial Officer
since 1990 and a director since 1988. Prior to joining the Company, Mr. Hanson
held various executive positions with First Bank System, Inc. (now U.S.
Bancorp), including Executive Vice President of First Bank System, Inc.,
President of FBS Merchant Banking Group and President of First Bank of St.
Paul. Mr. Hanson holds a Bachelor of Arts degree from Carleton College.

Owen P. Gleason has been Vice President and General Counsel since 1990 and
served as corporate counsel since 1978. Mr. Gleason has been a director since
1986. Mr. Gleason holds a law degree from Oklahoma City University and a
Bachelor's Degree from Ripon College.

Jennifer T. Amys has been Vice President and Chief Information Officer since
1994. From 1989 through 1993, she was Director of Systems Development and
Support for The Quaker Oats Company and prior to that held other senior MIS
positions for several transportation and food companies. She has a Masters of
Business Administration degree from the University of Minnesota and a Bachelor
of Science degree from the University of Taiwan.

John P. Wiehoff has been Treasurer since May 1997 and Corporate Controller
since 1992. Prior to that, he was employed as an audit manager by Arthur
Andersen LLP. He holds a Bachelor of Science degree from St. John's
University.

Robert Ezrilov has been a director of the Company since 1995. Mr. Ezrilov
has been self-employed as a business consultant since April 1995. Prior to
that, he was a partner with Arthur Andersen LLP, which he joined in 1966
subsequent to his obtaining a BSB degree at the University of Minnesota. Mr.
Ezrilov also serves on the Board of Directors of Zomax Optical Media, Inc., (a
turnkey provider of CDs and cassettes) and as an advisory board member to
Holiday Companies (a group of related companies engaged in retailing and
wholesaling grocery, general merchandise and petroleum products) and L&M
Radiator (a replaceable core radiator manufacturer).

Gerald A. Schwalbach has been a director of the Company since 1997. He is
currently an officer and director of Two S Properties, Inc. and Superior
Storage, LLC, both of which are engaged in the business of operating self-
storage and office warehouses. From 1985 to June 1996, Mr. Schwalbach served
as Executive Vice President of Jacobs Management, Inc., a management
corporation, and from 1996 to March 1997, as Executive Vice President of IMR
General, Inc., an affiliate of Jacobs Management, Inc. Prior to joining Jacobs
Management, Inc., Mr. Schwalbach was a tax partner with Arthur Andersen LLP.
Since 1988, he has been a director of Delta Beverage Group, Inc., a beverage
bottler and distributor. He graduated from Mankato State University in 1966
with a Bachelor of Science degree.

CLASSES OF DIRECTORS

Following this offering, the Board of Directors will be divided into three
classes, each of whose members will serve for a staggered three-year term.
Messrs. Verdoorn and Butzow will serve in the class whose term expires in
1998; Messrs. Baker, Ezrilov and Gleason will serve in the class whose term
expires in 1999; and Messrs. Schwalbach and Hanson will serve in the class
whose term expires in 2000. Upon the expiration of the term of a class of
directors, directors in such class will be elected for three-year terms at the
annual meeting of stockholders in the year in which such term expires.

34
<PAGE>

BOARD COMMITTEES

The Board of Directors has a Compensation Committee that until the closing
of this offering will continue to be comprised of Messrs. Verdoorn, Ezrilov
and Schwalbach and after the closing will be comprised of Messrs. Ezrilov and
Schwalbach. There are no Compensation Committee interlocks which are required
to be disclosed by the rules promulgated by the Commission under the
Securities Act. The Board of Directors has established an Audit Committee,
effective upon closing of this offering, comprised of Messrs. Ezrilov and
Schwalbach.

DIRECTOR COMPENSATION

Directors who are not employees of the Company will receive $1,500 for each
Board meeting attended, $750 for each committee meeting attended and $6,000
annually. The Company may pay such fees in Common Stock.

Each non-employee director has been granted a nonqualified stock option to
purchase 3,000 shares of Common Stock at a price equal to the initial public
offering price under the Stock Incentive Plan. The Company intends to make
annual grants of nonqualified stock options at fair market value to its non-
employee directors in the future.

EXECUTIVE OFFICERS

Executive officers are elected by the Board of Directors annually and serve
at the pleasure of the Board of Directors.

EXECUTIVE COMPENSATION

The following table sets forth all compensation awarded, paid or accrued by
the Company for services rendered to the Company in all capacities for each of
the five most highly compensated executive officers of the Company (the "Named
Executive Officers") for the year ended December 31, 1996:

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
--------------------------- ------------
RESTRICTED ALL OTHER
SALARY(1) BONUS(2) OTHER(3) STOCK AWARDS COMPENSATION(4)
--------- -------- -------- ------------ ---------------
<S> <C> <C> <C> <C> <C>
D.R. Verdoorn
Chief Executive
Officer................ $164,276 $271,452 $1,606 $197,271 $ --
Looe Baker III
Vice President......... 111,900 173,764 -- 65,757 12,000
Barry W. Butzow
Vice President......... 98,823 179,839 -- 65,757 12,000
Bernard M. Madej
Vice President,
Logistics.............. 97,924 179,839 -- 57,535 12,000
Gregory D. Goven
Vice President......... 97,924 164,839 -- 57,535 12,000
</TABLE>
- --------
(1) Base salary plus amount paid as an automobile allowance.
(2) See "Existing Incentive Plans--Cash-Based Programs."

(3) Consists of unreimbursed personal travel expenses.

(4) Contributions to the Profit Sharing Plan.

35
<PAGE>

OPTION GRANTS

The Company adopted a Stock Incentive Plan in August 1997. See "New
Incentive Plans--Stock Incentive Plan." On the date of this Prospectus, the
Company is granting options for an aggregate of 470,417 of Common Stock to 249
employees, including the Named Executive Officers, at an exercise price equal
to the initial public offering price of the Common Stock offered hereby, as
follows: Mr. Verdoorn, 13,109 shares, Mr. Baker, 13,109 shares, Mr. Butzow,
13,109 shares, Mr. Madej, 13,109 shares and Mr. Goven, 13,109 shares.

INDEBTEDNESS OF MANAGEMENT

The Company has made loans to its officers from time to time. All such loans
require that the officer pay interest on an annual basis at the prime rate.
The following table shows for certain of the Company's executive officers and
members of their immediate families the name of such person, the person's
relationship to the Company, the largest aggregate amount of indebtedness
outstanding during the period from January 1, 1996, through July 31, 1997, and
the amount outstanding on July 31, 1997. The interest rate charged on such
loans has varied from 8.25% to 8.50% over the period from January 1, 1996
through July 31, 1997 and was 8.50% at July 31, 1997.

<TABLE>
<CAPTION>
MAXIMUM OUTSTANDING
NAME RELATIONSHIP OUTSTANDING AT JULY 31, 1997
---- ------------ ----------- ----------------
<S> <C> <C> <C>
D.R. Verdoorn Executive Officer $ 55,166 $ --
Barry W. Butzow Executive Officer 185,000 160,000
Gregory D. Goven Executive Officer 112,880 55,000
Bernard M. Madej Executive Officer 13,330 10,330
Michael T. Rempe Executive Officer 89,786 84,639
Thomas M. Jostes Executive Officer 100,000 100,000
Thomas D. Perdue Executive Officer 45,000 30,000
Dale S. Hanson Executive Officer 150,000 100,000
Owen P. Gleason Executive Officer 187,401 187,401
Jennifer T. Amys Executive Officer 50,000 50,000
John P. Wiehoff Executive Officer 40,000 40,000
Suzanne M. Jostes Immediate family(1) 18,000 12,000
</TABLE>
- --------

(1) Ms. Jostes is the sister of Thomas M. Jostes and is an employee of the
Company.

EXISTING INCENTIVE PLANS

The Company believes that its cash and stock-based incentive plans have been
significant motivational factors for its executives and other employees for
many years.

Book Value Stock Purchases

Certain employees selected by the Board of Directors have made annual
purchases of Common Stock at book value from retiring employees. Upon an
employee's retirement, the Company has the right to purchase at then current
book value all outstanding Common Stock held by the employee or to designate a
purchaser of the Common Stock. In some cases, a retiring employee has the
right to require the Company to purchase the Common Stock at then book value.
Because of the growth in the book value of the Common Stock, employees have
achieved significant returns on their investments.

At June 30, 1997, 740 employees, former employees and directors held an
aggregate of 35,295,720 shares of Common Stock in addition to stock held under
the three restricted stock programs described below. Upon the closing of this
offering, the Company's right to repurchase Common Stock will lapse and all
such Common Stock will become freely tradeable, except for restrictions on
resale applicable for six months (as to all employees) and for 12 months (as
to all Selling Stockholders). See "Shares Eligible

36
<PAGE>

for Future Sale." Employees will no longer have the opportunity to purchase
Common Stock at book value from retiring employees. The Company has
established a Stock Purchase Plan by which employees may purchase stock at a
small discount from fair market value after this offering. See "--New
Incentive Plans--Stock Purchase Plan."

Restricted Stock Programs

Under the Central Office Management Incentive Program, executives have been
awarded restricted stock, without any additional payment, the amount of which
depends upon the achievement of certain growth objectives for the Company.
Participants and their percentage participation have been selected prior to
the beginning of a fiscal year for participation for the next three fiscal
years. A pool, based on growth in net profits before taxes and profit sharing,
with certain other adjustments, over the prior year, has been established for
each year. Each participant has a percentage participation in the pool. The
value of the pool, as of the end of a year, is paid out in Common Stock in the
following year to participants in the pool, based on the book value of the
Common Stock at year-end and their respective participations. The Common Stock
awarded under the Program has been restricted and forfeited unless the
employee remains employed by the Company to age 65, except in the case of
death or disability, as determined by the Company's Compensation Committee.
Certain employees have the right to retire early, with the consent of the
Company, and to receive the book value of the restricted Common Stock that
would otherwise be forfeited, payable over a period of five to ten years,
conditioned upon not being a competitor of the Company. For 1996, $710,973 was
earned by 20 employees, including 13 executive officers, under this Program,
which was paid out in 1997 in the form of 188,088 shares of Common Stock. Upon
the closing of this offering, this Program will be modified to provide that
participants for 1997 will receive cash rather than Common Stock based on the
value of the pool.

Under the Profit Center Incentive Program, managers of larger profit centers
who have been selected to participate in the Program have been awarded
restricted stock, without any additional payment, the value of which depends
upon the achievement of certain growth objectives for the Company.
Participants and their percentage participation has been selected annually
prior to the beginning of a fiscal year. A pool, based on growth in net
profits before taxes and profit sharing, with certain other adjustments, over
the prior year, was established for each year. The value of the pool, as of
the end of a year, was paid out in Common Stock in the following year to
participants in the pool, based on the book value of the Common Stock at year
end and their relative participations. The Common Stock awarded under the
Program has been restricted and will be forfeited unless the employee remains
employed by the Company to age 65, except in the case of death or disability
as determined by the Company's Compensation Committee. Certain employees have
the right to retire early, with the consent of the Company, and to receive the
book value of the restricted stock that would otherwise be forfeited, payable
over a period of five to ten years, conditioned upon not being a competitor of
the Company. For 1996, $349,264 was earned by 35 profit center managers under
this Program, which was paid out in 1997 in the form of 92,398 shares of
Common Stock. Upon the closing of this offering, this Program will be modified
to provide that participants for 1997 will receive cash rather than Common
Stock based on the value of the pool.

Under the Employee Incentive Program, Common Stock has been awarded to key
employees, without any additional payment. The Common Stock awarded under the
Program has been restricted and will be forfeited unless the employee remains
employed by the Company until five years after the end of the calendar year in
which such award was made, except in the case of death or disability. Certain
employees have the right to retire early, with the consent of the Company, and
to receive the book value of the restricted stock that would otherwise be
forfeited, over a period of five to ten years. In 1997, 1,600 shares of Common
Stock having a book value of $3.78 were awarded to two employees under this
Program. Upon the closing of this offering, this Program will be terminated.
The Company intends to use its newly created Stock Incentive Plan as an
alternative to this program. See "--New Incentive Plans."

37
<PAGE>

At June 30, 1997, 87 employees held an aggregate of 5,968,901 shares of
Common Stock under the three Programs described above. Of such shares, 87% are
being sold in this offering. Prior to the closing of this offering, all
restrictions described above will be removed.

The Central Office Management Incentive Program and the Profit Center
Incentive Program, unlike the Employee Incentive Program, will continue after
this offering for the remainder of 1997, on a cash basis. For 1998 and later
years, the Company intends to either substitute an alternative program or use
its Stock Incentive Plan as an alternative.

Cash-Based Programs

In addition to these stock-based plans, the Company pays bonuses to
executives who achieve certain objectives established on an annual basis,
dependent upon the Company's achieving one or more ranges of earnings from
operations. Branch-level employees participate in the profits of their
respective branches.

Profit Sharing Plan

The Company maintains one tax-qualified retirement plan, the Robinson
Companies Retirement and Savings Plan, established in 1953. Generally,
employees of the Company and all of its subsidiaries are eligible to
participate in the plan after completing one year of service.

The plan permits each participating employee to make before-tax elective
contributions, which are generally limited to 8% of regular compensation.
These elective contributions are not matched by any employer contribution. The
plan also allows the employer to make discretionary profit sharing
contributions, generally in an annual amount not to exceed 15% of the
aggregate compensation of all participating employees. These profit sharing
contributions are made on a profit center basis and allocated to the accounts
of participants employed in that profit center pro rata with each
participant's compensation. Employee contributions are immediately vested.
Employer contributions vest after five years of service. For the 1996 plan
year, the Company contributed $3.6 million to the plan.

Participants may direct the investment of their accounts into any of several
mutual funds. The plan generally distributes the vested accounts to
participants (or their beneficiaries) after termination of employment or
death.

NEW INCENTIVE PLANS

Stock Incentive Plan

The Board of Directors adopted the Stock Incentive Plan on July 30, 1997,
and the stockholders approved it on August 14, 1997. Pursuant to the Stock
Incentive Plan, officers, other employees, consultants and eligible
independent contractors of the Company may receive options to purchase Common
Stock. The Stock Incentive Plan provides for the grant both of incentive stock
options intended to qualify for preferential tax treatment under Section 422
of the Internal Revenue Code of 1986, as amended (the "Code"), and
nonqualified stock options that do not qualify for such treatment. The
exercise price of incentive stock options must equal or exceed the fair market
value of the Common Stock on the date of grant. The Stock Incentive Plan also
permits grants of stock appreciation rights, restricted stock and restricted
stock unit awards, performance awards, dividend equivalents and other stock
grants or other stock-based awards.

The Compensation Committee administers the Stock Incentive Plan and approves
awards thereunder. A total of 2,000,000 shares of Common Stock has been
reserved for issuance under the Stock Incentive Plan. Incentive stock options
may only be granted under the Stock Incentive Plan to full or part-time
employees of the Company (including officers and directors who are also
employees) and of its present and future subsidiaries. Full or part-time
employees, consultants and independent contractors to the Company or its
subsidiaries or affiliates are eligible to receive options which do not
qualify as incentive stock options, as well as other awards. In determining
the persons to whom options and awards may be granted and the number of shares
subject to each, the Board of Directors may take into account the nature

38
<PAGE>

of services rendered by the respective employees or consultants, their present
and potential contributions to the success of the Company, and such other
factors as the Board of Directors in its discretion may deem relevant.

Under the Stock Incentive Plan, non-employee directors may be granted a
nonqualified stock option to purchase shares of Common Stock on an annual
basis. The exercise price of such nonqualified stock options will be equal to
the fair market value of the Common Stock on the date of grant.

The Board of Directors may amend or discontinue the Stock Incentive Plan at
any time, but may not make any revisions or amendments to the Stock Incentive
Plan, absent stockholder approval, that would cause Rule 16b-3 under the
Securities Exchange Act of 1934 or Section 162(m) of the Code to become
unavailable with respect to the Stock Incentive Plan, would violate the rules
or regulations of the Nasdaq National Market (or any other securities exchange
that are applicable to the Company), or would cause the Company to be unable,
under the Code, to grant incentive stock options under the Stock Incentive
Plan. The Board of Directors may not alter or impair any award granted under
the Stock Incentive Plan without the consent of the holder of the award. The
Stock Incentive Plan will expire in 2007.

Stock Purchase Plan

The Company's Stock Purchase Plan will become effective upon consummation of
this offering and will commence on January 1, 1998, and is intended to qualify
as an employee stock purchase plan within the meaning of Section 423 of the
Code. The Stock Purchase Plan covers an aggregate of 2,000,000 shares of
Common Stock. In order to participate in the Stock Purchase Plan, employees
must meet certain eligibility requirements. Participating employees will be
able to direct the Company to make payroll deductions of up to 10% of their
compensation during a quarterly purchase period for the purchase of shares of
Common Stock. The Stock Purchase Plan will provide participating employees
with the right, subject to certain limitations, to purchase the Company's
Common Stock at a price equal to 85% of fair market value on the last business
day of the applicable purchase period. The Stock Purchase Plan will terminate
on such date as the Board of Directors may determine, or automatically as of
the date on which all of the shares of Common Stock the Company has reserved
for purchase under the Stock Purchase Plan have been sold.

CERTAIN TRANSACTIONS

In December 1996, the Company invested $4,323,000 in a real estate venture.
Gerald A. Schwalbach, a director of the Company, has a substantial interest in
the venture. In August 1997, the investment was sold to Mr. Schwalbach and an
unrelated individual on terms that the Company believes were no less favorable
than what the Company could have received from an unaffiliated third party.
The Company's income on the investment was $595,000.

On June 30, 1997, the Company sold 25,000 shares of Common Stock to Gerald
A. Schwalbach, a director of the Company, for cash in the amount of $103,000
($4.12 per share, the book value of the stock at May 31, 1997).

39
<PAGE>

PRINCIPAL AND SELLING STOCKHOLDERS

The table below sets forth, as of the date of this Prospectus, the number
and percentage of outstanding shares of Common Stock beneficially owned by (i)
each Named Executive Officer, (ii) each director of the Company, (iii) all
directors and executive officers of the Company as a group, (iv) each other
person known by the Company to own beneficially (directly or together with
affiliates) more than 5% of the Common Stock and (iv) the Selling
Stockholders. The Company believes that each individual named has sole
investment and voting power with respect to shares of Common Stock indicated
as beneficially owned by him or her, except as otherwise noted. The shares
being offered hereby represent 87% of the shares of Common Stock previously
issued to employees and former employees under the Company's restricted stock
programs. The Selling Stockholders have granted the Underwriters a 30-day
over-allotment option to purchase the remaining 13% of such shares.

<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
OWNED PRIOR SHARES BENEFICIALLY
TO OFFERING NUMBER OF OWNED AFTER OFFERING
--------------- SHARES --------------------
NAME NUMBER % OFFERED NUMBER %
---- ---------- ---- --------- ------------ -------
<S> <C> <C> <C> <C> <C>
DIRECTORS AND EXECUTIVE
OFFICERS:
D. R. Verdoorn (1)............. 5,048,802 12.2 1,564,774 3,484,028 8.4
Looe Baker III (2)............. 2,657,828 6.4 712,452 1,945,376 4.7
Barry W. Butzow................ 1,309,592 3.2 465,597 843,995 2.0
Dale S. Hanson................. 920,037 2.2 205,343 714,694 1.7
Owen P. Gleason................ 888,025 2.2 337,090 550,935 1.3
Gregory D. Goven............... 816,685 2.0 219,114 597,571 1.5
Bernard M. Madej............... 766,054 1.9 278,770 487,284 1.2
Jennifer T. Amys............... 290,353 * 30,742 259,611 *
Robert S. Ingram............... 247,051 * 45,199 201,852 *
Thomas M. Jostes............... 172,671 * 20,324 152,347 *
John P. Wiehoff................ 123,317 * 27,719 95,598 *
Michael T. Rempe............... 115,983 * 63,403 52,580 *
Robert Ezrilov................. 55,000 * -- 55,000 *
Thomas D. Perdue............... 38,114 * 4,447 33,667 *
Gerald A. Schwalbach........... 25,000 * -- 25,000 *
All directors and executive
officers as a group (15
persons)....................... 13,474,512 32.7 3,974,974 9,499,538 23.0
SELLING STOCKHOLDERS WHO ARE
RETIRED EMPLOYEES:
Donald Lerner (3).............. 2,141,460 5.2 1,862,140 279,320 *
John R. Taylor................. 833,610 2.0 724,879 108,731 *
Roger Lowe..................... 825,702 2.0 718,003 107,699 *
Robert A. Fair................. 583,224 1.4 507,152 76,072 *
Duane L. McConkey.............. 493,349 1.2 429,000 64,349 *
Stanley Schoenfeld............. 312,300 * 271,565 40,735 *
D.G. MacDonald................. 283,200 * 246,261 36,939 *
Ted J. Copeland................ 261,282 * 227,202 34,080 *
Kenneth S. Machado............. 261,102 * 227,045 34,057 *
Raymond W. Tobias.............. 202,500 * 176,087 26,413 *
William T. Fairbanks........... 171,168 * 148,842 22,326 *
Jeffrey Langenfeld............. 18,030 * 15,678 2,352 *
David R. Shell................. 16,665 * 14,491 2,174 *
Brent O. Ward.................. 1,035 * 900 135 *
Travis D. Palena............... 396 * 344 52 *
</TABLE>

40
<PAGE>

<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
OWNED PRIOR SHARES BENEFICIALLY
TO OFFERING NUMBER OF OWNED AFTER OFFERING
--------------- SHARES --------------------
NAME NUMBER % OFFERED NUMBER %
---- ---------- ---- --------- ------------ -------
<S> <C> <C> <C> <C> <C>
SELLING STOCKHOLDERS WHO ARE
CURRENT EMPLOYEES:
Vincent C. Immordino.......... 1,066,382 2.6 370,092 696,290 1.7
Elliot E. Hansen.............. 488,272 1.2 4,376 483,896 1.2
Raymond Sobieck............... 439,191 1.1 2,836 436,355 1.1
Gary D. Joseph................ 410,307 * 11,189 399,118 *
Oliver John McDonald.......... 409,354 * 7,678 401,676 *
J. Scott Wessel............... 302,637 * 11,189 291,448 *
Leann Peterson................ 290,832 * 2,087 288,745 *
Roger Kerber.................. 288,367 * 90,173 198,194 *
Joseph J. Mulvehill........... 282,415 * 18,923 263,492 *
John M. Salpietra............. 261,655 * 18,140 243,515 *
Gary Niedorkorn............... 260,072 * 34,720 225,352 *
Richard J. Myers.............. 255,574 * 7,678 247,896 *
David J. Florenzano........... 237,035 * 20,227 216,808 *
Christine Hellekson........... 220,374 * 1,043 219,331 *
James E. Butts................ 216,014 * 11,282 204,732 *
Darryl L. Harper.............. 210,914 * 10,243 200,671 *
James N. Schulte.............. 183,228 * 3,913 179,315 *
David M. Barros............... 180,840 * 14,097 166,743 *
Jeanne M. Landures............ 159,996 * 1,304 158,692 *
Mark A. Walker................ 158,911 * 76,474 82,437 *
Jeffrey J. Begin.............. 116,607 * 7,206 109,401 *
James P. Cummings............. 114,832 * 7,678 107,154 *
Bruce E. Morris............... 110,937 * 17,455 93,482 *
Lee A. Stassen................ 110,640 * 1,043 109,597 *
Leo C. Johnson Jr............. 104,342 * 5,591 98,751 *
John B. Evans................. 103,240 * 7,826 95,414 *
Jeffrey Jorgenson............. 100,920 * 10,238 90,682 *
Colleen J. Zwach.............. 96,602 * 20,141 76,461 *
Gary G. Kouba................. 92,100 * 1,304 90,796 *
Charles D. Johnson............ 91,134 * 7,457 83,677 *
Robert W. Hall................ 90,103 * 23,281 66,822 *
Maurice F. Ayers III.......... 88,926 * 1,565 87,361 *
Thomas J. Sandstrom........... 86,443 * 23,281 63,162 *
James K. Cypher............... 82,998 * 1,565 81,433 *
Robert W. Hubert.............. 77,856 * 1,565 76,291 *
David H. Goldberg............. 73,040 * 1,826 71,214 *
Michael Migoski............... 72,644 * 9,717 62,927 *
John D. Lenzmeier............. 68,730 * 2,087 66,643 *
Lewis D. Canouse.............. 68,318 * 1,565 66,753 *
Charles J. Taylor............. 63,577 * 945 62,632 *
Michael J. Sherlock........... 63,270 * 10,962 52,308 *
William E. Valentine.......... 60,930 * 6,261 54,669 *
Peter B. Coster............... 60,457 * 2,461 57,996 *
James P. Lemke................ 60,189 * 12,130 48,059 *
Gregory Ritter................ 57,586 * 1,417 56,169 *
Daniel D. Smith............... 50,113 * 15,368 34,745 *
</TABLE>

41
<PAGE>

(1) Mr. Verdoorn's address is 8100 Mitchell Road, Eden Prairie, Minnesota
55344-2248.

(2) Mr. Baker's address is 8100 Mitchell Road, Eden Prairie, Minnesota 55344-
2248.
(3) Mr. Lerner's address is 1 Capri Court, Palm Coast, Florida 32137.

42
<PAGE>

DESCRIPTION OF CAPITAL STOCK

The authorized capital stock of the Company consists of 130,000,000 shares
of Common Stock, $0.10 par value, and 20,000,000 shares of preferred stock,
$0.10 par value (the "Preferred Stock"). The following description of the
capital stock of the Company is an accurate summary of the material provisions
of, and is qualified in its entirety by reference to, the Company's
Certificate of Incorporation (the "Certificate") and Bylaws.

PREFERRED STOCK

The Certificate authorizes the issuance of 20,000,000 shares of Preferred
Stock, par value $0.10 per share, none of which is outstanding. The Preferred
Stock may be issued by resolution of the Company's Board of Directors from
time to time without any action of the stockholders. The Preferred Stock may
be issued in one or more series and the Board of Directors may fix the
designation and relative powers, including voting powers, preferences, rights,
qualifications, limitations and restrictions of each series, so authorized.
The issuance of any such series may have an adverse effect on the rights of
holders of Common Stock or impede the completion of a merger, tender offer or
other takeover attempt. The Company has no present intention to issue shares
of any series of Preferred Stock.

COMMON STOCK

The Certificate provides for the authorization of 130,000,000 shares of
Common Stock, par value $0.10 per share. Subject to the prior rights of any
series of Preferred Stock which may from time to time be authorized and
outstanding, holders of Common Stock are entitled to receive dividends out of
funds legally available therefor when, as and if declared by the Board of
Directors and to receive pro rata the net assets of the Company legally
available for distribution upon liquidation or dissolution.

Holders of Common Stock are entitled to one vote for each share of Common
Stock held on each matter to be voted on by the holders of Common Stock,
including the election of directors. Holders of Common Stock are not entitled
to cumulative voting, which means that the holders of more than 50% of the
outstanding Common Stock can elect all of the directors of any class if they
choose to do so. The stockholders do not have preemptive rights. All
outstanding shares of Common Stock are fully paid and nonassessable.

DIRECTORS' LIABILITY

As authorized by the Delaware General Corporation Law (the "DGCL"), the
Certificate provides that no director of the Company shall be liable to the
Company or its stockholders for monetary damages for breach of fiduciary duty
as a director, except for liability (i) for any breach of the director's duty
of loyalty to the Company or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) in respect of certain unlawful dividend payments or stock
redemptions or purchases or (iv) for any transaction from which the director
derived an improper personal benefit. The effect of the provision in the
Certificate is to eliminate the rights of the Company and its stockholders to
recover monetary damages against a director for breach of fiduciary duty as a
director except in the situations described in clauses (i) through (iv) above.
This provision does not limit or eliminate the rights of the Company or any
stockholder to seek non-monetary relief such as an injunction or rescission in
the event of a breach of a director's fiduciary duty. In addition, the
Certificate provides that if the DGCL is amended to authorize the further
elimination or limitation of the liability of a director, then the liability
of the directors shall be eliminated or limited to the fullest extent
permitted by the DGCL, as so amended. These provisions do not alter the
liability of directors under federal securities laws.

The Certificate also contains provisions requiring the indemnification of
the Company's directors and officers to the fullest extent permitted by the
DGCL, including circumstances in which indemnification is

43
<PAGE>

otherwise discretionary. The Company also has the power to maintain insurance,
on terms and conditions the Board deems acceptable, on behalf of officers and
directors against any expense, liability or loss arising out of such person's
status as an officer or director. The Company believes that these provisions
and agreements are necessary to attract and retain qualified persons as
directors and officers.

SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW

The Company is subject to the provisions of Section 203 of the DGCL. That
section provides, with certain exceptions, that a Delaware corporation may not
engage in any of a broad range of business combinations with a person or
affiliate or associate of such person who is an "interested stockholder" for a
period of three years from the date that such person became an interested
stockholder unless: (i) the transaction resulting in a person's becoming an
interested stockholder, or the business combination, is approved by the board
of directors of the corporation before the person becomes an interested
stockholder, (ii) upon consummation of the transaction that resulted in the
interested stockholder's becoming an interested stockholder, the interested
stockholder owned at least 85% of the voting stock of the corporation
outstanding at the time the transaction commenced (excluding shares owned by
persons who are both officers and directors of the corporation, and shares
held by certain employee stock ownership plans); or (iii) on or after the date
the person becomes an interested stockholder, the business combination is
approved by the corporation's board of directors and by the holders of at
least 66 2/3% of the corporation's outstanding voting stock at an annual or
special meeting, excluding shares owned by the interested stockholder. An
"interested stockholder" is defined as any person (other than the corporation
or any direct or indirect majority owned subsidiary of the corporation) that
is (i) the owner of 15% or more of the outstanding voting stock of the
corporation or (ii) an affiliate or associate of the corporation and was the
owner of 15% or more of the outstanding voting stock of the corporation at any
time within the three-year period immediately prior to the date on which it is
sought to be determined whether such person is an interested stockholder.

STOCKHOLDER RIGHTS PLAN

On August 14, 1997, the Board of Directors of the Company declared a
dividend of one preferred share purchase right (a "Right") for each
outstanding share of Common Stock outstanding on the business day immediately
preceding the date of this Prospectus (the "Record Date") to the stockholders
of record on that date. Each Right entitles the registered holder to purchase
from the Company one one-hundredth of a share of Series A Junior Participating
Preferred Stock, par value $0.10 per share (the "Preferred Shares"), of the
Company, at a price of $100.00 per one one-hundredth of a Preferred Share (the
"Purchase Price"), subject to adjustment. The description and terms of the
Rights are set forth in a Rights Agreement (the "Rights Agreement") between
the Company and Norwest Bank Minnesota, National Association, as Rights Agent
(the "Rights Agent"), a copy of the form of which is filed as an exhibit to
the Registration Statement of which this Prospectus is a part.

Initially the Rights will be evidenced by the Common Stock then outstanding
and no separate Right Certificates will be distributed. The Rights will
separate from the Common Stock, and a Distribution Date for the Rights will
occur, upon the earlier of: (i) the first date of public announcement that a
person or group of affiliated or associated persons has become an "Acquiring
Person" (i.e., has become the beneficial owner of 15% or more of the
outstanding Common Stock (other than as a result of a Permitted Offer and
subject to certain exceptions)) and (ii) the close of business on the 10th day
(or such later date as may be determined by the Board of Directors prior to
such time as any Person becomes an Acquiring Person) following the
commencement or public announcement of a tender offer or exchange offer, the
consummation of which would result in a person or group of affiliated or
associated persons becoming an Acquiring Person.

A "Permitted Offer" is a tender offer or an exchange offer for all
outstanding Common Stock of the Company determined by the Board of Directors
of the Company, after receiving such advice as it deems necessary and giving
due consideration to all relevant factors, to be in the best interests of the
Company and its stockholders.

44
<PAGE>

Until the Distribution Date, (i) the Rights will be evidenced by the Common
Stock and will be transferred with and only with the Common Stock, (ii) any
Common Stock certificates issued after the Record Date upon transfer or new
issuance of the Common Stock will contain a notation incorporating the Rights
Agreement by reference, and (iii) the surrender for transfer of any Common
Stock certificate will also constitute the transfer of the Rights associated
with the Common Stock.

As promptly as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Common Stock as of the close of business on the
Distribution Date, and such separate Right Certificates alone will evidence
the Rights.

The Rights are not exercisable until the Distribution Date. The Rights will
expire on the date that is ten years after the Record Date, unless extended or
earlier redeemed or exchanged by the Company as described below. No fraction
of a Preferred Share (other than fractions in integral multiples of one one-
hundredth of a share) will be issued and, in lieu thereof, an adjustment in
cash will be made based on the closing price on the last trading date prior to
the date of exercise.

The Purchase Price payable and the number of Preferred Shares issuable upon
exercise of the Rights are subject to adjustment from time to time to prevent
dilution: (i) in the event of a stock dividend on, or a subdivision,
combination or reclassification of, the Preferred Shares, (ii) upon the grant
to holders of the Preferred Shares of certain rights, options or warrants to
subscribe for or purchase Preferred Shares or convertible securities at less
than the then current market price of the Preferred Shares or (iii) upon the
distribution to holders of the Preferred Shares of evidences of indebtedness
or assets (excluding regular periodic cash dividends or dividends payable in
Preferred Shares) or of subscription rights or warrants (other than those
described in clause (ii) of this paragraph). With certain exceptions, no
adjustment in the Purchase Price will be required until cumulative adjustments
require an adjustment of at least 1% in the Purchase Price. The number of
outstanding Rights and the number of Preferred Shares issuable upon exercise
of the Rights are also subject to adjustment in the event of a stock split of
the Common Stock or a stock dividend on the Common Stock payable in Common
Stock or subdivisions, consolidations or combinations of the Common Stock
occurring, in any such case, prior to the Distribution Date.

Preferred Shares purchasable upon exercise of the Rights will not be
redeemable. Each Preferred Share will be entitled to a minimum preferential
quarterly dividend payment of $1.00 per share but will be entitled to an
aggregate dividend of 100 times the dividend declared per share of Common
Stock. In the event of liquidation, the holders of the Preferred Shares will
be entitled to a minimum preferential liquidation payment of $100.00 per share
but will be entitled to an aggregate payment of 100 times the payment made per
share of Common Stock. Each Preferred Share will have 100 votes, voting
together with the Common Stock. Finally, in the event of any merger,
consolidation or other transaction in which Common Stock is exchanged, each
Preferred Share will be entitled to receive 100 times the amount received per
share of Common Stock. These rights are subject to adjustment in the event of
a stock dividend on the Common Stock or a subdivision, combination or
consolidation of the Common Stock.

In the event any Person becomes an Acquiring Person, each holder of a Right
shall thereafter have a right to receive, upon exercise thereof at the then
current aggregate exercise price, in lieu of Preferred Shares, such number of
shares of Common Stock of the Company having a current aggregate market price
equal to twice the current aggregate exercise price. In the event that at any
time after there is an Acquiring Person, the Company is acquired in certain
mergers or other business combination transactions or 50% or more of the
assets or earning power of the Company and its subsidiaries (taken as a whole)
are sold, holders of the Rights will thereafter have the Right to receive,
upon exercise thereof at the then current aggregate exercise price, such
number of shares of Common Stock of the acquiring company (or, in certain
cases, one of its affiliates) having a current aggregate market price equal to
twice the current aggregate exercise price.

At any time after a Person becomes an Acquiring Person (subject to certain
exceptions), and prior to the acquisition by a Person of 50% or more of the
outstanding Common Stock, the Board of Directors of

45
<PAGE>

the Company may exchange all or part of the Rights for Common Stock at an
exchange ratio of one share of Common Stock per right, subject to adjustment.

At any time before a Person has become an Acquiring Person, the Board of
Directors of the Company may redeem the Rights in whole, but not in part, at a
price of $0.01 per Right, subject to adjustment. The redemption of the Rights
may be made effective at such time, on such basis and with such conditions as
the Board of Directors in its sole discretion may establish.

Until a Right is exercised, the holder thereof, as such, will have no rights
as a stockholder of the Company, including without limitation, the right to
vote or to receive dividends.

The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
pursuant to an offer that is not a Permitted Offer unless the Rights have been
redeemed. However, the Rights should not interfere with any tender offer or
merger approved by the Board because the Rights may be redeemed (or an offer
designated as a Permitted Offer) by the Board of Directors at any time prior
to such time as any entity becomes an Acquiring Person.

ANTITAKEOVER EFFECTS OF PROVISIONS OF THE COMPANY'S CERTIFICATE OF
INCORPORATION AND BYLAWS

Certain provisions of the Certificate and the Bylaws could discourage
potential takeover attempts and could delay or prevent a change in control of
the Company. See "--Certificate of Incorporation" and "--Bylaws." These
provisions are intended to enhance the likelihood of continuity and stability
in the composition of the Board of Directors of the Company and in the
policies formulated by the Board of Directors and to discourage certain types
of transactions that may involve an actual or threatened change of control of
the Company. The provisions are designed to reduce the vulnerability of the
Company to an unsolicited proposal for a takeover of the Company. The
provisions are also intended to discourage certain tactics that may be used in
proxy fights. However, such provisions could have the effect of discouraging
others from making tender offers for the Company's shares and, as a
consequence, they may also inhibit fluctuations in the market price of the
Common Stock that often result from actual or rumored takeover attempts. Such
provisions may also have the effect of preventing changes in the management of
the Company.

CERTIFICATE OF INCORPORATION

Classified Board of Directors. There shall not be less than six nor more
than nine directors. The Company presently has seven directors. The
Certificate provides for the classification of the Board of Directors into
three classes, each class to consist as nearly as possible of one-third of the
directors. The term of office of the first class of directors will expire at
the 1998 Annual Meeting of Stockholders; the term of the second class of
directors will expire at the 1999 Annual Meeting of Stockholders; and the term
of the third class of directors will expire at the 2000 Annual Meeting of
Stockholders. At each annual meeting, the class of directors to be elected at
such meeting will be elected for a three-year term and the directors in the
other two classes will continue in office.

The Certificate also permits the Board of Directors to create new
directorships and to elect new directors to serve for the full term of the
class of directors in which the new directorship was created. The Board of
Directors (or its remaining members, even though less than a quorum) is also
empowered to fill vacancies on the Board of Directors occurring for any reason
for the remainder of the term of the class of director in which the vacancy
occurred.

Stockholder Action. The Certificate provides that all stockholder actions
must be effected at a duly called annual or special meeting and not by a
written consent.

Special Voting Requirements for Certain Transactions. The Certificate
provides that without the affirmative vote of the holders of at least 66 2/3%
of the outstanding shares of Common Stock, together with

46
<PAGE>

the affirmative vote of at least 66 2/3% of the members of the Board of
Directors of the Company, (i) the Company may not consolidate or merge with
any other entity, (ii) the Company may not convey, transfer, lease or
otherwise dispose of all or substantially all of its property and assets,
(iii) the Company may not amend the Certificate to permit the removal of
directors without cause or (iv) the Company may not amend the Certificate.
These voting requirements will make it more difficult for stockholders to make
changes in the Certificate which would be designed to facilitate the exercise
of control over the Company. In addition, the requirement for approval by at
least a 66 2/3% stockholder vote will enable the holders of a minority of the
Common Stock of the Company to prevent the holders of less than 66 2/3% from
amending the Certificate.

BYLAWS

Special Super-Majority Provisions. The Bylaws provide that without the
approval of 66 2/3% of all disinterested directors, the Company shall not and
shall not permit any wholly owned subsidiary to (i) acquire, consolidate with
or merge with another entity if the aggregate consideration exceeds $50
million, (ii) convey, transfer, lease or otherwise dispose of assets or
properties of the Company or any of its subsidiaries if the aggregate
consideration for such transaction exceeds $50 million, (iii) make any
recommendation to the stockholders with respect to a pending tender offer,
(iv) issue any shares of Common Stock, subject to certain specified
exceptions, (v) increase the size of the Board of Directors or (vi) amend the
Bylaws to permit the Corporation to take any of the foregoing actions without
such super-majority approval. For the purposes of these provisions, a
disinterested director is any director that does not have a financial interest
in the outcome of such vote (other than as a stockholder of the Company)
except that directors who are employees of the Company ("Management
Directors") may vote on certain transactions, notwithstanding a financial
interest therein, if the transaction is a merger or acquisition of the Company
or any subsidiary with or by any person or entity not affiliated with such
Management Director, and such Management Director has not initiated
discussions concerning such acquisition or merger with such person or entity,
and such person or entity has not entered into management equity or employment
arrangements with such Management Director.

Advance Notice Requirements for Stockholder Proposals and Director
Nominations. The Bylaws establish an advance notice procedure for the
nomination of candidates for election as directors and for stockholder
proposals to be considered at stockholders' meetings.

Notice of stockholder proposals and director nominations must be timely
given in writing to the Secretary of the Company prior to the meeting at which
the matters are to be acted upon or directors are to be elected. To be timely,
notice of director nominations must be received (i) with respect to an
election to be held or a stockholder proposal to be considered at an annual
meeting of stockholders, 90 days prior to the anniversary date of the
immediately preceding annual meeting, and (ii) with respect to an election to
be held at a special meeting of stockholders for the election of directors,
the close of business on the tenth day following the date on which notice of
such meeting is first given to stockholders. Notice to the Company from a
stockholder must contain certain information.

The purpose of requiring advance notice is to afford the Board of Directors
an opportunity to consider the qualifications of the proposed nominees or the
merits of other stockholder proposals and, to the extent deemed necessary or
desirable by the Board of Directors, to inform stockholders about those
matters.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Common Stock is Norwest Bank
Minnesota, National Association.

47
<PAGE>

SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no public market for the Common
Stock. The effect, if any, of public sales of shares or the availability of
shares for sale at prevailing market prices cannot be predicted. Nevertheless,
sales of substantial amounts of shares in the public market could adversely
affect prevailing market prices.

Upon consummation of this offering, the Company will continue to have
41,264,621 shares of Common Stock outstanding. All of the shares of Common
Stock offered hereby will be freely tradeable without restriction or further
registration under the Securities Act unless acquired by "affiliates" of the
Company as defined in Rule 144 under the Securities Act. In connection with
this offering, the Company and its officers, directors and other Selling
Stockholders, who will beneficially own an aggregate of 18,513,775 shares of
outstanding Common Stock after this offering, have agreed not to sell or
otherwise dispose of any shares, directly or indirectly, for one year from the
date of this Prospectus without the prior written consent of BT Alex. Brown
Incorporated (the "Underwriters' Lock-Up"). In addition, all other current
stockholders, who beneficially own an aggregate of 12,172,450 shares of
outstanding Common Stock, will be prohibited, pursuant to transactions
resulting in the Company's reincorporation in Delaware upon consummation of
this offering, for a period of six months from transferring Common Stock
currently held except upon death or to family members or trusts that take
subject to the same restrictions.

Shares currently outstanding but not being sold in this offering may not be
sold in the absence of registration under the Securities Act unless an
exemption from registration is available, including the exemption contained in
Rule 144 under the Securities Act. In general, under Rule 144, beginning 90
days after the date of this Prospectus, a person (or persons whose shares are
aggregated) who has beneficially owned restricted shares for at least one
year, including an "affiliate" as that term is defined in Rule 144, will be
entitled to sell, within any three-month period, a number of shares that does
not exceed the greater of (1) the average weekly trading volume during the
four calendar weeks preceding the filing of a notice of sale with the
Commission or, if no such notice is required, the sale date or (2) 1% of the
then outstanding shares of Common Stock (approximately 413,000 shares
immediately following completion of this offering). Sales under Rule 144 are
also subject to certain requirements as to the manner of sale, notice and
availability of current public information about the Company. A person who is
deemed not to have been an affiliate of the Company at any time during the 90
days preceding a sale by such person and who has beneficially owned shares for
at least two years is entitled to sell those shares under Rule 144(k) without
regard to the volume limitation, provisions concerning manner of sale or
notice requirements of Rule 144. Shares of Common Stock eligible for sale
under Rule 144 may also be sold pursuant to any other exemption from
registration that might be available without compliance with the requirements
of Rule 144.

Any employee, officer or director of or consultant to the Company who, prior
to this offering, purchased his or her shares pursuant to a written
compensatory plan or contract is entitled to rely on the resale provisions of
Rule 701, which permits non-affiliates to sell their Rule 701 shares without
complying with the public information, holding period, volume limitation or
notice provisions of Rule 144 and which permits affiliates to sell their Rule
701 shares without complying with the Rule 144 holding period restrictions, in
each case commencing 90 days after the date of this Prospectus. After this
offering, 1,586,759 shares will be eligible for sale under Rule 701, assuming
that the Underwriters' over-allotment option is not exercised.

The Company believes that beginning six months from the date of this
Prospectus, all outstanding shares of Common Stock other than those held by
affiliates or subject to the one-year Underwriters' Lock-Up will be eligible
for resale without restriction under Rule 144.

48
<PAGE>

UNDERWRITING

Subject to the terms and conditions of the Underwriting Agreement, the
underwriters named below (the "Underwriters"), through their representatives,
BT Alex. Brown Incorporated, Morgan Stanley & Co. Incorporated and Piper
Jaffray Inc. (together the "Representatives"), have severally agreed to
purchase from the Selling Stockholders the following respective numbers of
shares of Common Stock at the public offering price less the underwriting
discounts and commissions shown on the cover page of this Prospectus:

<TABLE>
<CAPTION>
NUMBER OF
UNDERWRITER SHARES
----------- ----------
<S> <C>
BT Alex. Brown Incorporated...................................
Morgan Stanley & Co. Incorporated.............................
Piper Jaffray Inc.............................................
----------
Total..................................................... 10,578,396
==========
</TABLE>

The Underwriting Agreement provides that the obligations of the Underwriters
are subject to certain conditions precedent and that the Underwriters will
purchase the total number of shares of Common Stock offered hereby if any of
such shares are purchased.

The Company and the Selling Stockholders have been advised by the
Representatives that the Underwriters propose to offer the shares of Common
Stock to the public at the initial public offering price set forth on the
cover page of this Prospectus and to certain dealers at such price less a
concession not in excess of $ per share. The Underwriters may allow,
and such dealers may re-allow, a concession not in excess of $ per share to
certain other dealers. After commencement of the initial public offering, this
offering price and other selling terms may be changed by the Representatives.

The Selling Stockholders have granted to the Underwriters an option,
exercisable not later than 30 days after the date of this Prospectus, to
purchase up to 1,586,759 additional shares of Common Stock at the initial
public offering price less the underwriting discounts and commissions set
forth on the cover page of this Prospectus. To the extent that the
Underwriters exercise such option, each of the Underwriters will have a firm
commitment to purchase approximately the same percentage thereof that the
number of shares of Common Stock to be purchased by it shown in the above
table bears to 10,578,396 and the Selling Stockholders will be obligated,
pursuant to the option, to sell such shares to the Underwriters. The
Underwriters may exercise such option only to cover over-allotments made in

49
<PAGE>

connection with the sale of the 10,578,396 shares of Common Stock offered
hereby. If purchased, the Underwriters will offer such additional shares on
the same terms as those on which the 10,578,396 shares are being offered.

To facilitate this offering of the Common Stock, the Underwriters may engage
in transactions that stabilize, maintain or otherwise affect the market price
of the Common Stock. Specifically, the Underwriters may over-allot shares of
the Common Stock in connection with this offering, thereby creating a short
position in the Underwriters' syndicate account. Additionally, to cover such
over-allotments or to stabilize the market price of the Common Stock, the
Underwriters may bid for, and purchase, shares of Common Stock in the open
market. Any of these activities may maintain the market price of the Common
Stock at a level above that which might otherwise prevail in the open market.
The Underwriters are not required to engage in these activities, and, if
commenced, any such activities may be discontinued at any time. The
Representatives, on behalf of the Underwriters, also may reclaim selling
concessions allowed to an Underwriter or dealer, if the syndicate repurchases
shares distributed by that Underwriter or dealer.

The Underwriting Agreement contains covenants of indemnity and contribution
among the Underwriters, the Company and the Selling Stockholders regarding
certain liabilities, including liabilities under the Securities Act.

The Selling Stockholders (including the Company's officers) and directors,
who following this offering will beneficially own 18,513,775 shares of Common
Stock, and the Company, have agreed not to offer, sell or otherwise dispose of
any shares of Common Stock for a period of one year from the date of this
Prospectus without the prior written consent of BT Alex. Brown Incorporated.
In addition, all other current stockholders, who beneficially own an aggregate
of 12,172,450 shares of outstanding Common Stock, will be prohibited, pursuant
to transactions resulting in the Company's reincorporation in Delaware upon
consummation of this offering, for a period of six months from transferring
Common Stock they currently hold except upon death or to family members or
trusts that take subject to the same restrictions.

The Representatives have advised the Company and the Selling Stockholders
that the Underwriters do not intend to confirm sales to any account over which
they exercise discretionary authority.

Prior to this offering, there has been no public market for the Common
Stock. Consequently the initial public offering price for the Common Stock was
determined by negotiation among the Company, the Selling Stockholders and the
Representatives. Among the factors considered in such negotiations were
prevailing market conditions, the results of operations of the Company in
recent periods, the market capitalizations and stages of development of other
companies which the Company and the Representatives of the Underwriters
believe to be comparable to the Company, estimates of the business potential
of the Company, the state of the Company's development and other factors
deemed relevant.

Piper Jaffray Inc., one of the Representatives, is acting as a financial
advisor to the Company with regard to the Company's sale of its consumer
finance business. Piper Jaffray Inc. will be separately compensated by the
Company for the provision of these services.

LEGAL MATTERS

The validity of the shares of Common Stock being offered hereby and certain
other legal matters will be passed upon for the Company and the Selling
Stockholders by Dorsey & Whitney LLP, Minneapolis, Minnesota. Certain legal
matters will be passed upon for the Underwriters by Piper & Marbury L.L.P.,
Baltimore, Maryland.

50
<PAGE>

EXPERTS

The financial statements and schedules of the Company as of December 31,
1995 and 1996 and for each of the three years in the period ended December 31,
1996 in this Prospectus and elsewhere in the Registration Statement have been
audited by Arthur Andersen LLP, independent public accountants, as indicated
in their reports with respect thereto, and are included herein in reliance
upon the authority of said firm as experts in giving said reports.

ADDITIONAL INFORMATION

The Company has filed with the Commission a registration statement on Form
S-1 (the "Registration Statement") under the Securities Act with respect to
the shares of Common Stock offered hereby. For the purposes hereof, the term
"Registration Statement" means the original Registration Statement and any and
all amendments thereto. This Prospectus does not contain all of the
information set forth in the Registration Statement and the exhibits and
schedules thereto. For further information with respect to the Company and
such Common Stock, reference is hereby made to the Registration Statement,
exhibits and schedules, which may be inspected and copied at the public
reference facilities maintained by the Commission at its principal office at
Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549 and
at certain regional offices of the Commission located at Northwest Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and at
13th Floor, Seven World Trade Center, New York, New York 10048. Copies of the
Registration Statement can be obtained at prescribed rates from the Public
Reference Section of the Commission at its principal office at Judiciary
Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549. In addition,
the Commission maintains a Web site that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission. The Web site's address is
http://www.sec.gov.

Statements contained in this Prospectus as to the material provisions of any
contract or other document, although accurate, are not necessarily complete,
and in each instance reference is made to the copy of such contract or other
document filed as an exhibit to the Registration Statement, each such
statement being qualified in all respects by such reference.

51
<PAGE>

C.H. ROBINSON WORLDWIDE, INC. AND SUBSIDIARIES

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Report of Independent Public Accountants.................................. F-2
Consolidated Balance Sheets as of December 31, 1995 and 1996 and June 30,
1997 (unaudited)......................................................... F-3
</TABLE>

<TABLE>
<S> <C>
Consolidated Statements of Operations for the Years Ended December 31,
1994, 1995 and 1996 and the Six Months Ended June 30, 1996 and 1997
(unaudited).............................................................. F-4
</TABLE>

<TABLE>
<S> <C>
Consolidated Statements of Stockholders' Investment for the Years Ended
December 31, 1994, 1995 and 1996 and the Six Months Ended June 30, 1997
(unaudited)............................................................. F-5
Consolidated Statements of Cash Flows for the Years Ended December 31,
1994, 1995 and 1996 and the Six Months Ended June 30, 1996 and 1997
(unaudited)............................................................. F-6
Notes to Consolidated Financial Statements............................... F-7
</TABLE>

F-1
<PAGE>

After the conversion of common stock discussed in Note 7 to C.H. Robinson
Worldwide, Inc. and Subsidiaries consolidated financial statements is
effected, we expect to be in a position to render the following audit report.

Arthur Andersen LLP

September 17, 1997

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To C.H. Robinson Worldwide, Inc.:

We have audited the accompanying consolidated balance sheets of C.H.
Robinson Worldwide, Inc. (a Delaware corporation) and Subsidiaries as of
December 31, 1995 and 1996, and the related consolidated statements of
operations, stockholders' investment and cash flows for each of the three
years in the period ended December 31, 1996. These financial statements are
the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of C.H. Robinson Worldwide,
Inc. and Subsidiaries as of December 31, 1995 and 1996, and the results of
their operations and their cash flows for each of the three years in the
period ended December 31, 1996, in conformity with generally accepted
accounting principles.

Minneapolis, Minnesota,
February 10, 1997 (except with respect
to matters discussed in Note 6, as to which
the date is July 30, 1997 and Note 7 as to
which the date is October __, 1997)

F-2
<PAGE>

C.H. ROBINSON WORLDWIDE, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
DECEMBER 31 JUNE 30
------------------ -----------
1995 1996 1997
ASSETS -------- -------- -----------
(UNAUDITED)
<S> <C> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents.................... $ 34,452 $ 42,567 $ 40,288
Available-for-sale securities................ 37,112 42,711 50,225
Receivables, net of allowance for doubtful
accounts of $8,033, $10,079 and $11,130..... 148,916 170,935 204,311
Inventories.................................. 7,326 5,276 5,018
Deferred tax benefit......................... 5,230 6,698 7,073
Prepaid expenses and other................... 2,432 2,088 1,664
Net assets of discontinued operations (Note
6).......................................... 13,854 10,147 12,479
-------- -------- --------
Total current assets..................... 249,322 280,422 321,058
-------- -------- --------
PROPERTY AND EQUIPMENT:
Land, building and improvements.............. 2,823 2,773 2,773
Furniture, fixtures and equipment............ 30,151 33,835 36,185
Accumulated depreciation and amortization.... (9,742) (13,561) (15,821)
-------- -------- --------
Net property and equipment............... 23,232 23,047 23,137
INTANGIBLE ASSETS, net of accumulated
amortization of $8,091, $10,331 and $11,893... 9,624 7,811 6,855
OTHER ASSETS................................... 3,339 9,500 10,110
-------- -------- --------
$285,517 $320,780 $361,160
======== ======== ========
LIABILITIES AND STOCKHOLDERS' INVESTMENT
CURRENT LIABILITIES:
Accounts payable............................. $125,894 $140,376 $165,769
Accrued expenses--
Compensation and profit-sharing
contribution.............................. 17,940 17,991 11,637
Income taxes and other..................... 8,344 7,985 12,388
-------- -------- --------
Total current liabilities................ 152,178 166,352 189,794
-------- -------- --------
COMMITMENTS AND CONTINGENCIES (Notes 3 and 5)
STOCKHOLDERS' INVESTMENT:
Preferred stock, $0.10 par value, 20,000
shares authorized; none outstanding......... -- -- --
Common stock, $0.10 par value; 130,000 shares
authorized, 43,407, 41,375, and 41,265
shares issued and outstanding............... 4,340 4,137 4,126
Additional paid-in capital................... 704 -- --
Foreign currency translation adjustment...... (305) (346) (346)
Retained earnings............................ 128,600 150,637 167,586
-------- -------- --------
Total stockholders' investment........... 133,339 154,428 171,366
-------- -------- --------
$285,517 $320,780 $361,160
======== ======== ========
</TABLE>

The accompanying notes are an integral part of these consolidated balance
sheets.

F-3
<PAGE>

C.H. ROBINSON WORLDWIDE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31, FOR THE SIX MONTHS ENDED
--------------------------------- -------------------------
JUNE 30, JUNE 30,
1994 1995 1996 1996 1997
---------- ---------- ---------- ------------ ------------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
GROSS REVENUES.......... $1,257,946 $1,445,975 $1,605,905 $ 775,024 $ 855,152
COST OF TRANSPORTATION
AND PRODUCTS........... 1,122,347 1,285,881 1,426,836 688,104 755,996
---------- ---------- ---------- ------------ ------------
NET REVENUES............ 135,599 160,094 179,069 86,920 99,156
SELLING, GENERAL AND
ADMINISTRATIVE
EXPENSES............... 95,088 115,114 129,040 62,571 72,465
---------- ---------- ---------- ------------ ------------
INCOME FROM OPERATIONS.. 40,511 44,980 50,029 24,349 26,691
INVESTMENT AND OTHER
INCOME (LOSS).......... (109) 2,925 3,095 1,391 1,881
---------- ---------- ---------- ------------ ------------
INCOME FROM CONTINUING
OPERATIONS BEFORE
PROVISION FOR INCOME
TAXES.................. 40,402 47,905 53,124 25,740 28,572
PROVISION FOR INCOME
TAXES.................. 16,261 18,450 20,682 10,055 11,339
---------- ---------- ---------- ------------ ------------
NET INCOME FROM
CONTINUING OPERATIONS.. 24,141 29,455 32,442 15,685 17,233
NET INCOME FROM
DISCONTINUED
OPERATIONS, net of
taxes of $1,983,
$1,395, $1,451, $737
and $630............... 2,964 2,086 2,158 1,083 900
---------- ---------- ---------- ------------ ------------
NET INCOME.............. $ 27,105 $ 31,541 $ 34,600 $ 16,768 $ 18,133
========== ========== ========== ============ ============
NET INCOME PER SHARE:
Net income from
continuing
operations........... $ 0.52 $ 0.67 $ 0.78 $ 0.37 $ 0.42
Net income from
discontinued
operations........... 0.07 0.05 0.05 0.03 0.02
---------- ---------- ---------- ------------ ------------
Net income............ $ 0.59 $ 0.72 $ 0.83 $ 0.40 $ 0.44
========== ========== ========== ============ ============
WEIGHTED AVERAGE SHARES
OUTSTANDING............ 46,296 43,934 41,799 42,182 41,306
========== ========== ========== ============ ============
</TABLE>

The accompanying notes are an integral part of these consolidated statements.

F-4
<PAGE>

C.H. ROBINSON WORLDWIDE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' INVESTMENT

FOR THE YEARS ENDED DECEMBER 31, 1994, 1995 AND 1996 AND
FOR THE SIX MONTHS ENDED JUNE 30, 1997 (UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
COMMON STOCK
$0.10 PAR VALUE FOREIGN
---------------- ADDITIONAL CURRENCY TOTAL
SHARES PAID-IN TRANSLATION RETAINED STOCKHOLDERS'
ISSUED AMOUNT CAPITAL ADJUSTMENT EARNINGS INVESTMENT
------- ------- ---------- ----------- -------- -------------
<S> <C> <C> <C> <C> <C> <C>
BALANCE, December 31,
1993................... 48,371 $ 4,837 $10,716 $(206) $ 80,552 $ 95,899
Net income............ -- -- -- -- 27,105 27,105
Foreign currency
translation
adjustment........... -- -- -- (151) -- (151)
Cash dividends, $.108
per share............ -- -- -- -- (4,954) (4,954)
Incentive shares of
common stock issued,
net.................. 504 50 1,157 -- -- 1,207
Repurchase of common
stock................ (3,185) (319) (6,003) -- -- (6,322)
------- ------- ------- ----- -------- --------
BALANCE, December 31,
1994................... 45,690 4,568 5,870 (357) 102,703 112,784
Net income............ -- -- -- -- 31,541 31,541
Foreign currency
translation
adjustment........... -- -- -- 52 -- 52
Cash dividends, $.13
per share............ -- -- -- -- (5,644) (5,644)
Incentive shares of
common stock issued,
net.................. 878 88 2,387 -- -- 2,475
Repurchase of common
stock................ (3,161) (316) (7,553) -- -- (7,869)
------- ------- ------- ----- -------- --------
BALANCE, December 31,
1995................... 43,407 4,340 704 (305) 128,600 133,339
Net income............ -- -- -- -- 34,600 34,600
Foreign currency
translation
adjustment........... -- -- -- (41) -- (41)
Cash dividends, $.185
per share............ -- -- -- -- (7,655) (7,655)
Incentive shares of
common stock issued,
net.................. 200 20 1,031 -- -- 1,051
Repurchase of common
stock................ (2,232) (223) (1,735) -- (4,908) (6,866)
------- ------- ------- ----- -------- --------
BALANCE, December 31,
1996................... 41,375 4,137 -- (346) 150,637 154,428
Net income
(unaudited).......... -- -- -- -- 18,133 18,133
Cash dividends, $.02
per share
(unaudited).......... -- -- -- -- (825) (825)
Incentive shares of
common stock issued,
net (unaudited)...... 239 24 919 -- -- 943
Sale of common stock
(unaudited).......... 25 3 100 -- -- 103
Repurchase of common
stock (unaudited).... (374) (38) (1,019) -- (359) (1,416)
------- ------- ------- ----- -------- --------
BALANCE, June 30, 1997
(unaudited)............ 41,265 $ 4,126 $ -- $(346) $167,586 $171,366
======= ======= ======= ===== ======== ========
</TABLE>

The accompanying notes are an integral part of these consolidated statements.

F-5
<PAGE>

C.H. ROBINSON WORLDWIDE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31
(IN THOUSANDS)

<TABLE>
<CAPTION>
FOR THE
FOR THE YEARS ENDED SIX MONTHS ENDED
DECEMBER 31 JUNE 30
---------------------------- ------------------
1994 1995 1996 1996 1997
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
OPERATING ACTIVITIES:
Net income............. $ 27,105 $ 31,541 $ 34,600 $ 16,768 $ 18,133
Adjustments to
reconcile net income
to net cash provided
by continuing
operations--
Depreciation and
amortization........ 6,091 5,998 7,604 3,700 4,073
Incentive stock
expense............. 2,475 1,051 943 560 --
Deferred income tax
benefit............. (1,770) (2,293) (2,464) (2,972) (1,662)
Loss (gain) on sale
of assets........... 1,793 (190) 10 8 75
Changes in operating
elements--
Receivables........ (32,902) (13,175) (22,019) (31,736) (33,376)
Inventories........ 250 (3,925) 2,050 802 258
Prepaid expenses
and other current
assets............ (22) (648) 344 466 424
Accounts payable... 29,645 15,729 14,482 26,181 25,393
Accrued
compensation and
profit sharing.... 2,140 1,007 159 (6,099) (5,411)
Accrued income
taxes and other... (1,853) 3,121 (359) 2,947 4,403
-------- -------- -------- -------- --------
Net cash provided by
operating
activities.......... 32,952 38,216 35,350 10,625 12,310
-------- -------- -------- -------- --------
INVESTING ACTIVITIES:
Additions of property
and equipment......... (4,326) (14,448) (4,784) (2,772) (2,807)
Disposals of property
and equipment......... 1,508 2,486 80 41 26
Cash paid for
acquisitions, net..... (4,247) (2,908) -- -- --
Sales of long-term
investments........... 3,825 508 115 115 --
Purchases of long-term
investments........... (33) (33) (5,267) (1,012) --
Sales of available-
for-sale securities... 2,330 17,971 33,719 21,526 34,362
Purchases of
available-for-sale
securities............ (6,419) (35,827) (39,318) (18,076) (41,876)
Cash provided by (used
for) discontinued
operations............ 18,076 (2,600) 3,707 2,062 (2,332)
Other assets, net...... (1,211) (692) (966) 147 176
-------- -------- -------- -------- --------
Net cash provided by
(used for) investing
activities.......... 9,503 (35,543) (12,714) 2,031 (12,451)
-------- -------- -------- -------- --------
FINANCING ACTIVITIES:
Repayments under lines
of credit............. (4,000) -- -- -- --
Sales of common stock.. -- -- -- -- 103
Repurchases of common
stock................. (6,322) (7,869) (6,866) (6,817) (1,416)
Cash dividends......... (4,954) (5,644) (7,655) (414) (825)
-------- -------- -------- -------- --------
Net cash used for
financing
activities.......... (15,276) (13,513) (14,521) (7,231) (2,138)
-------- -------- -------- -------- --------
Net increase
(decrease) in cash.. 27,179 (10,840) 8,115 5,425 (2,279)
CASH AND CASH
EQUIVALENTS, beginning
of period.............. 18,113 45,292 34,452 34,452 42,567
-------- -------- -------- -------- --------
CASH AND CASH
EQUIVALENTS, end of
period................. $ 45,292 $ 34,452 $ 42,567 $ 39,877 $ 40,288
======== ======== ======== ======== ========
CASH PAID FOR INCOME
TAXES.................. $ 17,718 $ 21,525 $ 22,662 $ 9,059 $ 8,184
======== ======== ======== ======== ========
</TABLE>

The accompanying notes are an integral part of these consolidated statements.

F-6
<PAGE>

C.H. ROBINSON WORLDWIDE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(INCLUDING DATA APPLICABLE TO UNAUDITED PERIODS)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Basis of Consolidation

C.H. Robinson Worldwide, Inc. and Subsidiaries (the Company) is a global
provider of multimodal transportation services and logistics solutions through
a network of 113 branch offices in 38 states throughout the United States,
along with offices in Canada, Mexico and Europe. The consolidated financial
statements include the accounts of C.H. Robinson Worldwide, Inc. and its
majority owned and controlled subsidiaries. The Company's financial services
segment is presented in the accompanying consolidated statements of operations
as discontinued operations (See Note 6). Minority interests in subsidiaries
are not significant. All significant intercompany transactions and balances
have been eliminated in the consolidated financial statements.

Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Ultimate results could differ from those estimates.

Revenue Recognition

Gross revenues consist of the total amount of goods and services purchased
by customers. The Company acts principally as the service provider for these
transactions and recognizes revenue as these services are rendered and goods
are delivered.

Foreign Currency

All balance sheet accounts of foreign subsidiaries are translated at the
current exchange rate as of the end of the year. Statement of operations items
are translated at average exchange rates during the year. The resulting
translation adjustment is recorded as a separate component of stockholders'
investment.

The Company provides products and services to numerous international
customers. At times, the Company enters into forward contracts to hedge
against foreign currency exposure related to these transactions. Upon
settlement, resultant gains or losses on such contracts offset the impact of
foreign currency rates on cash collected from accounts receivable. There are
no open contracts at June 30, 1997.

Cash and Cash Equivalents

Cash and cash equivalents consists primarily of highly liquid investments
with an original maturity of three months or less. The carrying amount
approximates fair value due to the short maturity of the instruments.

Available-For-Sale Securities

Available-for-sale securities consists of various debt and equity
securities. The fair value of the Company's available-for-sale securities
equals the quoted market price where available or quoted market prices for
similar securities, if a quoted market price is not available.

F-7
<PAGE>

C.H. ROBINSON WORLDWIDE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
Inventories

Inventories consist primarily of produce, fruit concentrates and related
products held for resale and are stated at the lower of cost or market.

Property and Equipment

Property and equipment additions are recorded at cost. Maintenance and
repair expenditures are charged to expense as incurred. Depreciation is
computed using straight-line and accelerated methods over the following
estimated lives of the assets:

<TABLE>
<CAPTION>
YEARS
-----
<S> <C>
Building and improvements........................................... 3-37
Furniture, fixtures and equipment................................... 5-10
</TABLE>

Amortization of leasehold improvements is computed over the shorter of the
lease term or the estimated useful lives of the improvements.

Intangible Assets

Intangible assets consist of customer lists, trade names, contracts,
noncompete agreements, software and goodwill. Intangible assets are being
amortized over their estimated economic lives, ranging from 3 to 20 years. The
Company periodically evaluates whether events and circumstances have occurred
that indicate the remaining balance of intangible assets may not be
recoverable.

Income Per Share

Primary and fully diluted income per common share are determined by dividing
net income by the weighted average number of common shares outstanding during
each period. There were no differences between primary and fully diluted
weighted average shares outstanding.

Recently Issued Accounting Pronouncement

The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 128, "Earnings Per Share" (SFAS No. 128) in February
1997. SFAS No. 128 establishes accounting standards for computing and
presenting earnings per share and is effective for reporting periods ending
after December 15, 1997. The adoption of SFAS No. 128 will not have a material
impact on the Company's calculation of income per share.

Interim Financial Information (Unaudited)

The accompanying consolidated balance sheet as of June 30, 1997, the
consolidated statements of operations and cash flows for the six-month periods
ended June 30, 1996 and 1997, and the consolidated statement of stockholders'
investment for the six-month period ended June 30, 1997 are unaudited.
However, in the opinion of management, these financial statements include all
adjustments, consisting of normal recurring adjustments, necessary for a fair
presentation of results for these interim periods. The results of operations
for the six months ended June 30, 1996 and 1997 are not necessarily indicative
of results to be expected for the entire year.

F-8
<PAGE>

C.H. ROBINSON WORLDWIDE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
2. MARKETABLE SECURITIES:

The Company has classified all of its marketable securities as available-
for-sale as of December 31, 1995 and 1996 and June 30, 1997. Available-for-
sale securities are carried at fair value, with the unrealized gains and
losses reported net of tax as a separate component of stockholders' investment
when material. The unrealized gains and losses are immaterial as the fair
value approximates amortized cost. The gross realized gains and losses on
sales of available-for-sale securities were not material for the years ended
December 31, 1995 and 1996 and for the six months ended June 30, 1997.

The following is a summary of marketable securities (in thousands):

<TABLE>
<CAPTION>
DECEMBER 31 JUNE 30
---------------- -------
1995 1996 1997
------- ------- -------
<S> <C> <C> <C>
U.S. government and government agency
obligations................................. $ 6,648 $ 1,033 $ 2,523
State and local agency obligations........... 22,029 27,373 35,333
Corporate bonds.............................. 30,067 40,858 35,788
Other debt securities........................ 1,300 700 700
Equity securities............................ 82 87 97
------- ------- -------
Total...................................... 60,126 70,051 74,441
Less--Cash equivalents....................... (23,014) (27,340) (24,216)
------- ------- -------
Available-for-sale securities................ $37,112 $42,711 $50,225
======= ======= =======
</TABLE>

The fair value of marketable securities by contractual maturity are stated
below (in thousands).

<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1996 1997
------------ --------
<S> <C> <C>
Debt securities:
Due within one year............................... $20,596 $13,628
Due after one year through five years............. 8,506 21,128
Due after five years.............................. 13,522 15,372
------- -------
$42,624 $50,128
======= =======
</TABLE>

3. LINES OF CREDIT:

The Company has unsecured lines of credit with banks which provide for
borrowings of up to $17,500,000 and expire on May 1, 1998. Interest on
borrowings under the lines is at 1% above the banks' cost of funds (6.69% and
6.63% as of June 30, 1997). There were no borrowings under the lines of credit
during 1994, 1995, 1996 or for the six months ended June 30, 1997.

The Company's credit agreements contain certain financial covenants. The
Company was in compliance with such covenants at December 31, 1996 and June
30, 1997.

4. INCOME TAXES:

C.H. Robinson Worldwide, Inc. and its 80% (or more) owned U.S. subsidiaries
file a consolidated federal income tax return. The Company files unitary or
separate state returns based on state filing

F-9
<PAGE>

C.H. ROBINSON WORLDWIDE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
requirements. The components of the provision for income taxes consisted of
the following (in thousands):

<TABLE>
<CAPTION>
DECEMBER 31
-------------------------
1994 1995 1996
------- ------- -------
<S> <C> <C> <C>
Tax provision:.................................
Federal...................................... $14,339 $17,367 $19,060
State........................................ 3,465 2,956 3,423
Foreign...................................... 227 420 663
------- ------- -------
18,031 20,743 23,146
Deferred benefit............................... (1,770) (2,293) (2,464)
------- ------- -------
Total provision.............................. $16,261 $18,450 $20,682
======= ======= =======
</TABLE>

A reconciliation from the provision for income taxes using the statutory
federal income tax rate to the Company's effective income tax rate is as
follows:

<TABLE>
<CAPTION>
DECEMBER 31
----------------
1994 1995 1996
---- ---- ----
<S> <C> <C> <C>
Federal statutory rate.................................. 35.0% 35.0% 35.0%
State income taxes, net of federal benefit.............. 4.3 3.8 3.9
Other................................................... 0.9 (0.3) --
---- ---- ----
40.2% 38.5% 38.9%
==== ==== ====
</TABLE>

Deferred tax assets (liabilities) are comprised of the following (in
thousands):

<TABLE>
<CAPTION>
DECEMBER 31
----------------
1995 1996
------- -------
<S> <C> <C>
Deferred income tax assets:
Receivables........................................... $ 3,749 $ 5,305
Accrued expenses...................................... 1,463 1,353
Amortization.......................................... 908 1,518
Other................................................. 1,663 1,092
Accrued compensation.................................. 2,365 3,581
Deferred income tax liabilities:
Long-lived assets..................................... (2,034) (2,279)
Other................................................. (77) (56)
------- -------
Net deferred income tax asset....................... $ 8,037 $10,514
======= =======
</TABLE>

5. COMMITMENTS AND CONTINGENCIES:

Employee Benefit Plans

The Company participates in a defined contribution profit-sharing plan and a
savings plan which qualifies under section 401(k) of the Internal Revenue Code
and covers all full-time employees with one or more years of continuous
service. Annual profit-sharing contributions are determined by each company's
board of directors, in accordance with the provisions of the plan. Profit-
sharing plan expense aggregated approximately $3,408,000 in 1994, $3,608,000
in 1995, and $3,611,000 in 1996 and $1,947,000 and $2,470,000 for the six
months ended June 30, 1996 and 1997. The Company can elect to make
contributions to the 401(k) plan at the discretion of the Company's board of
directors. There were no Company contributions during 1994, 1995, 1996 or for
the six months ended June 30, 1997.

F-10
<PAGE>

C.H. ROBINSON WORLDWIDE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
Lease Commitments

The Company leases certain facilities, equipment and automobiles under
operating leases. Lease expense was $4,775,000 for 1994, $7,088,000 for 1995,
and $8,318,000 for 1996 and $4,030,000 and $6,276,000 for the six months ended
June 30, 1996 and 1997.

Minimum future lease commitments under noncancelable lease agreements in
excess of one year as of December 31, 1996 are as follows (in thousands):

<TABLE>
<S> <C>
1997...................................... $ 6,981
1998...................................... 6,216
1999...................................... 4,699
2000...................................... 2,002
2001...................................... 1,520
Thereafter................................ 2,754
-------
$24,172
=======
</TABLE>

Litigation

In 1995, the United States Customs Service began an investigation of
possible duties owed on imports of certain juice concentrates by a subsidiary
of the Company. The Company has been advised by the United States Attorney for
the Eastern District of New York that its subsidiary was not the target or the
subject of a criminal investigation, although the United States Attorney is
not bound by such statements. The Company believes, however, that the U.S.
Customs Service will seek additional duties of approximately $4,000,000 and
may seek civil monetary penalties against the subsidiary of the Company. The
Company believes the disposition of this matter will not have a material
adverse effect on the financial condition or results of operations of the
Company, although there can be no assurance that the duties and penalties
sought against the subsidiary will not exceed the Company's reserves for this
matter.

The Company is currently not otherwise subject to any pending or threatened
litigation, other than routine litigation arising in the ordinary course of
business, none of which is expected to have a material adverse effect on the
financial condition or results of operations of the Company.

6. DISCONTINUED OPERATIONS:

On July 30, 1997, the Company approved a plan to sell its finance
businesses. This segment is expected to be sold prior to the end of 1997.
Accordingly, these operations are reported as discontinued operations in the
accompanying consolidated financial statements. CHR Equipment Financing, Inc.
(EFI) is included in the results of discontinued operations. The majority of
EFI assets were disposed of in 1994. Summary condensed financial information
for the discontinued segment is as follows (in thousands):

<TABLE>
<CAPTION>
DECEMBER 31 JUNE 30
----------------------- -------------
1994 1995 1996 1996 1997
------- ------- ------- ------ ------
<S> <C> <C> <C> <C> <C>
Revenues............................ $13,216 $12,117 $12,870 $6,406 $6,606
Expenses............................ 8,269 8,636 9,238 4,575 5,035
Income from operations.............. 4,947 3,481 3,632 1,831 1,571
</TABLE>

F-11
<PAGE>

C.H. ROBINSON WORLDWIDE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
<TABLE>
<CAPTION>
DECEMBER 31 JUNE 30
--------------- -------
1995 1996 1997
------- ------- -------
<S> <C> <C> <C>
Cash and investments............................. $ 6,790 $ 6,885 $ 7,045
Finance receivables.............................. 53,492 46,213 48,686
Other assets..................................... 2,429 2,650 2,149
------- ------- -------
Total assets................................... $62,711 $55,748 $57,880
======= ======= =======
Thrift deposits.................................. $32,649 $33,457 $31,038
Long-term debt................................... 13,101 7,635 9,156
Accounts payable and accrued expenses............ 3,107 4,509 5,207
------- ------- -------
Total liabilities.............................. $48,857 $45,601 $45,401
======= ======= =======
Net assets of discontinued operations.......... $13,854 $10,147 $12,479
======= ======= =======
</TABLE>

7. CAPITAL STOCK

The Company had two classes of common stock. On October , 1997, in
connection with the proposed offering of common stock (see Note 8), the
Company converted the Class A and Class B common stock into one class of
common stock and all stock repurchase agreements were terminated. The Class A
common stock was nonvoting but had the same dividend rights as the Class B
voting common stock. Both classes were subject to stock repurchase agreements
under which the Company had the option to designate a buyer or to purchase the
common stock at book value if a stockholder's employment with the Company
ceased. Additionally, Class A common stock was redeemable at book value at the
option of either the Company or stockholder. Common stock repurchased by the
Company under such arrangements totaled 3,185,000, 3,161,000, 2,232,000, and
374,000 shares in 1994, 1995 1996 and the six months ended June 30, 1997.
Certain of the shares subject to repurchase in a given year are offered to
certain active employees of the Company. Such shares are acquired by the
employees directly from the selling stockholder at the then net book value per
share of the Company's common stock.

The Company also had incentive plans which awarded shares of common stock to
certain employees based upon the annual operating performance of the Company.
The net book value of such shares was charged to expense in the year the award
was earned. Compensation expense associated with such plans totaled
approximately $2,475,000, $1,051,000, $943,000, $560,000, and $548,000 for
1994, 1995, 1996 and the six months ended June 30, 1996 and 1997. Such plans
were terminated effective October , 1997, and any amounts due for 1997 will
be paid in cash.

Pursuant to Securities Exchange Commission rules related to stock issued or
sold to employees at prices below the initial public offering price for the
twelve months preceding the date that the initial offering becomes effective
("cheap stock"), the Company will record an $18,558,000 charge to expense at
the effective date of the Offering. This future charge relates to
approximately 1,237,000 shares sold to employees under the book value stock
purchase plan and approximately 282,000 shares issued under the incentive
plans discussed above and represents the difference between the book value of
shares sold and issued to employees and the offering price per share.

At the effective date of the Offering discussed in note 8, the Company was
reorganized as a Delaware corporation.

8. OFFERING OF COMMON STOCK, STOCK OPTIONS, STOCK PURCHASE PLAN AND SPECIAL
DIVIDEND:

The Company is registering its common stock to allow certain stockholders to
sell 12,165,155 shares of the Company's stock to the Public. The proceeds of
the offering will accrue entirely to selling stockholders.

F-12
<PAGE>

C.H. ROBINSON WORLDWIDE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

In August 1997, the Company adopted stock option and stock purchase plans
which the Company expects will be approved by the Company's stockholders prior
to the effective date of the offering. Under the plans, options to purchase an
aggregate of not more than 2,000,000 shares of common stock may be granted
from time to time to key employees, officers and directors of the Company.
Immediately prior to the consummation of the offering, the Company intends to
grant 470,417 stock options under these plans at a grant price equivalent to
that of the offering price per share.

In August 1997, the Company declared a $1.50 dividend on the Company's
common stock to stockholders of record immediately prior to the offering of
common stock. Also, the Company will generate an approximate $36.0 million tax
benefit from the removal of restrictions on the shares to be sold in the
Offering.

9. SUPPLEMENTARY DATA (UNAUDITED):

The Company's results of operations for each of the quarters in the years
ended December 31, 1995 and 1996 and the six months ended June 30, 1997 are
summarized below (in thousands, except per share data).

<TABLE>
<CAPTION>
QUARTERS ENDED (UNAUDITED)
------------------------------------------
MARCH 31 JUNE 30 SEPTEMBER 30 DECEMBER 31
-------- -------- ------------ -----------
<S> <C> <C> <C> <C>
1995
Gross revenues...................... $331,214 $379,275 $370,870 $364,616
Cost of transportation and products. 293,994 337,112 330,034 324,741
Net revenues........................ 37,220 42,163 40,836 39,875
Income from operations.............. 9,332 13,440 12,449 9,759
Net income from continuing
operations......................... 6,238 8,567 8,131 6,519
Net income from discontinued
operations......................... 451 515 549 571
-------- -------- -------- --------
Net income.......................... $ 6,689 $ 9,082 $ 8,680 $ 7,090
======== ======== ======== ========
Net income per share from continuing
operations......................... $ 0.14 $ 0.20 $ 0.19 $ 0.15
Net income per share from
discontinued operations............ 0.01 0.01 0.01 0.01
-------- -------- -------- --------
Net income per share................ $ 0.15 $ 0.21 $ 0.20 $ 0.16
======== ======== ======== ========
Weighted average shares outstanding. 45,179 43,565 43,518 43,473
======== ======== ======== ========
</TABLE>

<TABLE>
<CAPTION>
QUARTERS ENDED (UNAUDITED)
------------------------------------------
MARCH 31 JUNE 30 SEPTEMBER 30 DECEMBER 31
-------- -------- ------------ -----------
<S> <C> <C> <C> <C>
1996
Gross revenues...................... $361,936 $413,088 $413,585 $417,296
Cost of transportation and products. 320,100 368,004 368,474 370,258
Net revenues........................ 41,836 45,084 45,111 47,038
Income from operations.............. 10,474 13,875 13,509 12,171
Net income from continuing
operations......................... 6,719 8,966 8,673 8,084
Net income from discontinued
operations......................... 543 540 566 509
-------- -------- -------- --------
Net income.......................... $ 7,262 $ 9,506 $ 9,239 $ 8,593
======== ======== ======== ========
Net income per share from continuing
operations......................... $ 0.16 $ 0.22 $ 0.21 $ 0.20
Net income per share from
discontinued operations............ 0.01 0.01 0.01 0.01
-------- -------- -------- --------
Net income per share................ $ 0.17 $ 0.23 $ 0.22 $ 0.21
======== ======== ======== ========
Weighted average shares outstanding. 42,929 41,434 41,425 41,406
======== ======== ======== ========
</TABLE>

F-13
<PAGE>

C.H. ROBINSON WORLDWIDE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONCLUDED)
<TABLE>
<CAPTION>
QUARTER ENDED
(UNAUDITED)
-----------------
MARCH 31 JUNE 30
-------- --------
<S> <C> <C>
1997
Gross revenues............................................... $403,705 $451,447
Cost of transportation and products.......................... 356,819 399,177
Net revenues................................................. 46,886 52,270
Income from operations....................................... 11,415 15,276
Net income from continuing operations........................ 7,426 9,807
Net income from discontinued operations...................... 439 461
-------- --------
Net income................................................... $ 7,865 $ 10,268
======== ========
Net income per share from continuing operations.............. $ 0.18 $ 0.24
Net income per share from discontinued operations............ 0.01 0.01
-------- --------
Net income per share......................................... $ 0.19 $ 0.25
-------- --------
Weighted average shares outstanding.......................... 41,359 41,253
======== ========
</TABLE>

F-14
<PAGE>

[INSIDE BACK COVER]

[PHOTO OF COMPANY SALESPERSONS]
<PAGE>

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

NO PERSON HAS BEEN AUTHORIZED IN CONNECTION WITH THIS OFFERING MADE HEREBY TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PRO-
SPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY, THE SELLING STOCKHOLDERS
OR ANY UNDERWRITER. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY TO ANY
PERSON OR BY ANYONE IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE SUCH
OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE
MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE
HEREOF.

------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary........................................................ 3
Risk Factors.............................................................. 7
Use of Proceeds........................................................... 11
Dividends, Stock Repurchase Program and Non-Cash Charge................... 11
Capitalization............................................................ 12
Dilution.................................................................. 12
Selected Consolidated Financial Data...................................... 13
Management's Discussion and Analysis of Financial Condition and Results of
Operations............................................................... 15
Industry Overview......................................................... 21
Business.................................................................. 22
Management................................................................ 33
Certain Transactions...................................................... 39
Principal and Selling Stockholders........................................ 40
Description of Capital Stock.............................................. 43
Shares Eligible for Future Sale........................................... 48
Underwriting.............................................................. 49
Legal Matters............................................................. 50
Experts................................................................... 51
Additional Information.................................................... 51
Index to Consolidated Financial Statements................................ F-1
</TABLE>

------------

UNTIL , 1997 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL DEALERS
EFFECTING TRANSACTIONS IN THE REGISTERED SECURITIES, WHETHER OR NOT PARTICI-
PATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS RE-
QUIREMENT IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS
WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

10,578,396 Shares

LOGO

Common Stock

------------

PROSPECTUS

------------

BT ALEX. BROWN [/R]

MORGAN STANLEY DEAN WITTER

PIPER JAFFRAY INC.

, 1997

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following fees and expenses (which do not include underwriting
commissions and discounts) will be paid by the Company in connection with the
issuance and distribution of the securities registered hereby. All such
expenses, except for the SEC, NASD and Nasdaq fees, are estimated.

<TABLE>
<CAPTION>
<S> <C>
SEC registration fee.......................... $62,669
NASD filing fee............................... 21,181
Nasdaq Stock Market listing fee............... 50,000
Legal fees and expenses....................... *
Accounting fees and expenses.................. *
Blue Sky fees and expenses.................... *
Transfer Agent's and Registrar's fees......... *
Printing and engraving expenses............... *
Miscellaneous................................. *
---------
Total....................................... $ *
=========
</TABLE>

__________
* To be provided by amendment.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Certificate of Incorporation of the Company provides that a director of
the Company shall not be personally liable to the Company or its stockholders
for monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the Company or
its stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the DGCL or (iv) for any transaction from which the director derived any
improper personal benefit.

The Certificate of Incorporation of the Company provides that to the full
extent permitted by law the Company shall indemnify and advance expenses to any
person who is or was a director or officer of the Company, and may, but shall
not be obligated to, indemnify and advance expenses to any employee or agent of
the Company, and shall or may, as applicable, indemnify any person serving at
the request of the Company as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other enterprise,
against liabilities which may be incurred by such person by reason of (or
arising in part from) such capacity.

Section 145 of the DGCL authorizes the indemnification of directors and
officers against liability incurred by reason of being a director or officer and
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred in connection with any action,
suit, or proceeding seeking to establish such liability, in the case of third-
party claims, if the officer or director acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and in the case of actions by or in the right of the corporation,
if the officer or director acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation and if
such officer or director shall not have been adjudged liable to the corporation,
unless, despite the adjudication of liability, a court otherwise determines.
Indemnification also is authorized with

II-1
<PAGE>

respect to any criminal action or proceeding where, in addition to the above,
the officer or director has no reasonable cause to believe his conduct was
unlawful.

The above discussion of the Company's Certificate of Incorporation, Bylaws
and Section 145 of the DGCL is only a summary and is qualified in its entirety
by the full text of each of the foregoing.

Reference is made to the Underwriting Agreement, the proposed form of which
is filed as Exhibit 1.1 hereto, in which each Underwriter agrees, under certain
circumstances, to indemnify the directors and officers of the Company and
certain other persons against certain civil liabilities.

The Company intends to purchase insurance against certain losses arising from
claims which may be asserted against its directors and officers, including
claims under the Securities Act.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

On February 28, 1995, the Company issued an aggregate of 879,612 restricted
shares of Common Stock to 70 employees under its Central Office Management
Incentive, Employee Incentive and Profit Center Incentive Programs (the
"Programs") related to incentive compensation earned for the year ended December
31, 1994 (and determined after the end of the year). The number of shares issued
was based on book value per share of Common Stock on December 31, 1994. Such
issuances were exempt from registration under the Securities Act of 1933, as
amended ("Securities Act"), pursuant to Section 3(b) and Rule 701 thereunder
inasmuch as (1) the Company was not subject to the reporting requirements of
Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended
("Exchange Act") and was not an investment company registered or required to be
registered under the Investment Company Act of 1940, as amended ("Investment
Company Act") at the time of issuance, (2) the conditions of Rule 701(b)(1) and
(3) were satisfied in that each such issuance was made to pursuant to a written
contract with each such employee, which was furnished to the employee, and (3)
the conditions of Rule 701(b)(5) were satisfied in that the aggregate amount of
securities offered and sold (879,612 shares valued at $2,190,234) (x) did not
exceed $5,000,000 and (y) did not exceed the greater of (i) $500,000, (ii)
$44,699,100 (15% of the total assets of the Company at December 31, 1994) or
(iii) 6,535,986 shares (15% of the number of shares outstanding as of February
28, 1995, giving effect to such sales).

On February 28, 1996, the Company issued an aggregate of 369,498 restricted
shares of Common Stock to 56 employees under the Programs related to
incentive compensation earned for the year ended December 31, 1995 (and
determined after the end of the year). The number of shares issued was based on
book value per share of Common Stock on December 31, 1995. Such issuances were
exempt from registration under the Securities Act pursuant to Section 3(b) and
Rule 701 thereunder inasmuch as (1) the Company was not subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act and was not an
investment company registered or required to be registered under the Investment
Company Act at the time of issuance, (2) the conditions of Rule 701(b)(1) and
(3) were satisfied in that each such issuance was made to pursuant to a written
contract with each such employee, which was furnished to the employee, and (3)
the conditions of Rule 701(b)(5) were satisfied in that the aggregate amount of
securities offered and sold (369,498 shares valued at $1,147,291) (x) did not
exceed $5,000,000 and (y) did not exceed the greater of (i) $500,000, (ii)
$50,316,150 (15% of the total assets of the Company at December 31, 1995) or
(iii) 6,212,975 shares (15% of the number of shares outstanding as of February
28, 1996, giving effect to such sales).

On February 28, 1997, the Company issued an aggregate of 282,086 restricted
shares of Common Stock to 57 employees under the Programs related to
incentive compensation earned for the year ended December 31, 1996 (and
determined after the end of the year). The number of shares issued was based on
book value per share of Common Stock on December 31, 1996. Such

II-2
<PAGE>

issuances were exempt from registration under the Securities Act pursuant to
Section 3(b) and Rule 701 thereunder inasmuch as (1) the Company was not subject
to the reporting requirements of Section 13 or 15(d) of the Exchange Act and was
not an investment company registered or required to be registered under the
Investment Company Act at the time of issuance, (2) the conditions of Rule
701(b)(1) and (3) were satisfied in that each such issuance was made to pursuant
to a written contract with each such employee, which was furnished to the
employee, and (3) the conditions of Rule 701(b)(5) were satisfied in that the
aggregate amount of securities offered and sold (282,086 shares valued at
$1,066,285) (x) did not exceed $5,000,000 and (y) did not exceed the greater of
(i) $500,000, (ii) $48,117,000 (15% of the total assets of the Company at
December 31, 1996) or (iii) 6,185,288 shares (15% of the number of shares
outstanding as of February 28, 1997, giving effect to such sales).

On June 30, 1997, the Company sold 25,000 shares of Common Stock to Gerald A.
Schwalbach, a director of the Company, for cash in the amount of $103,000, the
book value of the stock at May 31, 1997. Such stock was purchased for investment
and not with a view to distribution, and the sale thereof was exempt from
registration under the Securities Act pursuant to Section 4(2) thereof.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits

Number Description
-------- -----------

*1.1 Underwriting Agreement

**3.1 Certificate of Incorporation of the Company

**3.2 Bylaws of the Company

*4.1 Form of Certificate for Common Stock

*4.2 Form of Rights Agreement between the Company and
Norwest Bank Minnesota, National Association

*5.1 Opinion of Dorsey & Whitney LLP

**10.1 Form of Central Office Management Incentive Program,
including Deferred Compensation Agreement

**10.2 Operational Executive Compensation Program

**10.3 Employee Incentive Program

*10.4 1997 Omnibus Stock Plan

**10.5 Form of Management-Employee Agreement between the Company
and each of by D.R. Verdoorn, Looe Baker III and Barry
Butzow

**10.6 Form of Management-Employee Agreement entered into by
Gregory Goven, Dale Hanson, Thomas Jostes, Bernard Madej and
Michael Rempe

**10.7 Form of Management-Employee Agreement between the Company
and by Thomas Perdue

II-3
<PAGE>

**10.8 Amended and Restated Promissory Note, due on demand or June
30, 1998, payable by C.H. Robinson Company to the order of
First Bank National Association, up to an aggregate
principal amount of $10,000,000

**10.9 Guaranty, dated as of November 30, 1992, by C.H. Robinson,
Inc. for the benefit of First Bank National Association

**10.10 Master Equipment Lease Agreement, dated August 19, 1994,
between Wagonmaster Transportation Company and AT&T
Commercial Finance Corporation

**10.11 Keep-Well Agreement, dated August 19, 1994, between C.H.
Robinson, Inc., Wagonmaster Transportation Company and
AT&T Commerical Finance Corporation

**10.12 Master Equipment Lease Agreement, dated ______, 1994,
between Wagonmaster Transportation Company and Metlife
Capital, Limited Partnership

**10.13 Keep-Well Agreement, dated April ______, 1994, between C.H.
Robinson, Inc., Wagonmaster Transportation Company and
Metlife Capital Limited Partnership

**10.14 Support Agreement, dated as of October 23, 1995, among C.H.
Robinson, Inc., Clipper Receivables Corporation, State
Street Boston Capital Corporation and Norwest Bank
Minnesota, N.A.

**10.15 Receivables Purchase Agreement, dated as of October 23,
1995, among Cityside Finance Corporation I, Cityside
Financial Services of Wisconsin, Inc., Clipper Receivables
Corporation, State Street Boston Capital Corporation and
Norwest Bank Minnesota, N.A.

**10.16 First Amendment to Receivables Purchase Agreement and
Support Agreement, dated as of April 1, 1996, among Cityside
Finance Corporation I, Cityside Financial Services of
Wisconsin, Inc., Clipper Receivables Corporation, State
Street Boston Capital Corporation, Norwest Bank Minnesota,
N.A. and C.H. Robinson, Inc.

II-4
<PAGE>

Receivables Corporation, State Street Boston Capital
Corporation, Norwest Bank Minnesota, N.A. and C.H. Robinson,
Inc.

**10.18 Letter of Undertaking, dated April 7, 1995, by C.H.
Robinson, Inc. to First Bank National Association, Norwest
Bank Minnesota, N.A., The Daiwa Bank, Limited and American
Bank National Association, in support of Cityside Financial
Services of Wisconsin, Inc.

**10.19 Subordination Agreement, as amended April 7, 1995, by C.H.
Robinson, Inc. in favor of First Bank National Association,
Norwest Bank Minnesota, N.A., The Daiwa Bank, Limited and
American Bank National Association

10.20 Form of Selling Shareholder Authorization Letter.

*10.21 Form of Management Confidentiality and Noncompetition
Agreement

**21.1 Subsidiaries of the Company

23.1 Consent of Arthur Andersen LLP

*23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1)

**24.1 Powers of Attorney (included on signature page previously
filed with this Registration Statement)

27.1 Financial Data Schedule

______________________

* To be filed by amendment.
** Previously filed.

(b) Financial Statement Schedules

Schedule II. Valuation and Qualifying Accounts.

ITEM 17. UNDERTAKINGS

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

The undersigned registrant further undertakes that:

(1) It will provide to the Underwriters at the closing specified in the
Underwriting Agreement certificates in such denominations and registered in
such names as required by the Underwriters to permit prompt delivery to each
purchaser.

(2) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4)
or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.

(3) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities
offered therein, and this offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

II-5
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this amendment to the Registration Statement on Form S-1 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Eden Prairie, State of Minnesota, on September 17, 1997.

C.H. ROBINSON WORLDWIDE, INC.

By: /s/ D. R. Verdoorn
-------------------------------------
D. R. Verdoorn
President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this amendment to
the Registration Statement on Form S-1 has been signed by the following persons
in the capacities indicated on September 17, 1997.

SIGNATURE TITLE
--------- -----

/s/ D. R. Verdoorn President, Chief Executive Officer and Director
- ---------------------------- (Principal Executive Officer)
D. R. Verdoorn

Dale S. Hanson* Vice President Finance, Chief Financial Officer
and Director (Principal Financial Officer)

John P. Wiehoff* Corporate Controller and Treasurer
(Principal Accounting Officer)

Looe Baker III* Vice President and Director

Barry W. Butzow* Vice President and Director

Owen P. Gleason* Vice President, General Counsel, Secretary
and Director

Robert Ezrilov* Director

Gerald A. Schwalbach* Director

* Executed pursuant to a power of attorney previously filed with this
Registration Statement.

By: /s/ D. R. Verdoorn
-----------------------
D. R. Verdoorn
Attorney-in-fact

II-6
<PAGE>

After the conversion of common stock discussed in Note 7 to C.H. Robinson
Worldwide, Inc. and Subsidiaries consolidated financial statements is effected,
we expect to be in a position to render the following audit report.

ARTHUR ANDERSEN LLP

September 17, 1997

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To C.H. Robinson Worldwide, Inc.:

Our audit was made for the purpose of forming an opinion on the basic
consolidated financial statements taken as a whole. The schedule listed in the
index to consolidated financial statements is presented for purposes of
complying with the Securities and Exchange Commission's rules and are not part
of the basic financial statements. This schedule has been subjected to the
auditing procedures applied in the audit of the basic financial statements and,
in our opinion, fairly states in all material respects the financial data
required to be set forth therein in relation to the basic financial statements
taken as a whole.

Minneapolis, Minnesota,
February 10, 1997 (except with respect
to matters discussed in Note 6, as to which
the date is July 30, 1997 and Note 7 as to
which the date is October __, 1997)

S-1
<PAGE>

C.H. Robinson Worldwide, Inc.

Schedule II. Valuation and Qualifying Accounts

Allowance for Doubtful Accounts

The transactions in the allowance for doubtful accounts for the years ended
December 31, 1994, and 1995 and 1996 were as follows (in thousands):
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
December 31, December 31, December 31,
1994 1995 1996
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Balance, beginning of
Year $3,885 $ 5,719 $ 8,033
- --------------------------------------------------------------------------------
Provision 2,679 4,583 5,139
- --------------------------------------------------------------------------------
Write-off's (845) (2,269) (3,093)
- --------------------------------------------------------------------------------
Balance, end of year $5,719 $ 8,033 $10,079
- --------------------------------------------------------------------------------
</TABLE>

S-2
<PAGE>

EXHIBIT INDEX

Number Description Page
- ------- ----------- ----

*1.1 Underwriting Agreement

**3.1 Certificate of Incorporation of the Company

**3.2 Bylaws of the Company

*4.1 Form of Certificate for Common Stock

*4.2 Form of Rights Agreement between the Company and Norwest Bank
Minnesota, National Association

*5.1 Opinion of Dorsey & Whitney LLP

**10.1 Form of Central Office Management Incentive Program,
including Deferred Compensation Agreement

**10.2 Operational Executive Compensation Program

**10.3 Employee Incentive Program

*10.4 1997 Omnibus Stock Plan

**10.5 Form of Management-Employee Agreement between the Company
and each of by D.R. Verdoorn, Looe Baker III and Barry Butzow

**10.6 Form of Management-Employee Agreement entered into by
Gregory Goven, Dale Hanson, Thomas Jostes, Bernard Madej
and Michael Rempe

**10.7 Form of Management-Employee Agreement between the Company
and by Thomas Perdue

**10.8 Amended and Restated Promissory Note, due on demand or
June 30, 1998, payable by C.H. Robinson Company to the
order of First Bank National Association, up to an aggregate
principal amount of $10,000,000

**10.9 Guaranty, dated as of November 30, 1992, by C.H. Robinson,
Inc. for the benefit of First Bank National Association

**10.10 Master Equipment Lease Agreement, dated August 19, 1994,
between Wagonmaster Transportation Company and
AT&T Commercial Finance Corporation

**10.11 Keep-Well Agreement, dated August 19, 1994, between
C.H. Robinson, Inc., Wagonmaster Transportation Company
and AT&T Commercial Finance Corporation

<PAGE>

**10.12 Master Equipment Lease Agreement, dated _______, 1994,
between Wagonmaster Transportation Company and Metlife Capital,
Limited Partnership

**10.13 Keep-Well Agreement, dated April ___, 1994, between
C.H. Robinson, Inc., Wagonmaster Transportation Company
and Metlife Capital Limited Partnership

**10.14 Support Agreement, dated as of October 23, 1995, among
C.H. Robinson, Inc., Clipper Receivables Corporation,
State Street Boston Capital Corporation and Norwest Bank
Minnesota, N.A.

**10.15 Receivables Purchase Agreement, dated as of October 23, 1995,
among Cityside Finance Corporation I, Cityside Financial
Services of Wisconsin, Inc., Clipper Receivables Corporation,
State Street Boston Capital Corporation and Norwest Bank
Minnesota, N.A.

**10.16 First Amendment to Receivables Purchase Agreement and
Support Agreement, dated as of April 1, 1996, among
Cityside Finance Corporation I, Cityside Financial Services
of Wisconsin, Inc., Clipper Receivables Corporation,
State Street Boston Capital Corporation, Norwest Bank Minnesota,
N.A. and C.H. Robinson, Inc.

**10.17 Second Amendment to Receivables Purchase Agreement and
Support Agreement, dated as of December 11, 1996, among
Cityside Finance Corporation I, Cityside Financial Services
of Wisconsin, Inc., Clipper Receivables Corporation,
State Street Boston Capital Corporation, Norwest Bank
Minnesota, N.A. and C.H. Robinson, Inc.

**10.18 Letter of Undertaking, dated April 7, 1995, by C.H. Robinson,
Inc. to First Bank National Association, Norwest Bank
Minnesota, N.A., The Daiwa Bank, Limited and American Bank
National Association, in support of Cityside Financial
Services of Wisconsin, Inc.

10.20 Form of Selling Shareholder Authorization Letter

*10.21 Form of Management Confidentiality and Noncompetition Agreement

**21.1 Subsidiaries of the Company

<PAGE>

23.1 Consent of Arthur Andersen LLP

*23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1)

**24.1 Powers of Attorney (included on signature page of this Registration
Statement)

27.1 Financial Data Schedule

_____________________

* To be filed by amendment.
** Previously filed.

<PAGE>

EXHIBIT 10.20

SELLING SHAREHOLDER AUTHORIZATION

This SELLING SHAREHOLDER AUTHORIZATION (this "Agreement") is made and
entered into by and between the undersigned, an individual resident of the
jurisdiction shown on the signature page below (the "Selling Shareholder"), and
(I) C.H. Robinson Worldwide, Inc., a Delaware corporation (the "Company," which
shall be deemed to include all predecessors of the Company, unless expressly
stated otherwise) and (II) D.R. Verdoorn and Owen P. Gleason.

RECITALS
--------

WHEREAS, the Selling Shareholder is the record and beneficial owner of
shares of common stock of C.H. Robinson, Inc., a Minnesota corporation
("Robinson Minnesota"), which shall be converted into shares of the Company's
common stock, par value $.10 per share (the "Common Stock"), upon the merger of
Robinson Minnesota with and into the Company (the "Merger");

WHEREAS, the Selling Shareholder wishes to sell the number of shares of
Common Stock shown on the signature page below (the "Shares") pursuant to an
underwriting agreement (the "Underwriting Agreement") among the Company, the
Selling Shareholder, other selling shareholders similarly situated and the
underwriters named therein (the "Underwriters");

WHEREAS, the Company has filed a Registration Statement on Form S-1 (the
"Registration Statement") with the Securities and Exchange Commission (the
"Commission") for the purpose of registering for sale shares of the Common
Stock, including the Shares;

WHEREAS, the Selling Shareholder wishes to enter into this Agreement in
order to facilitate the sale of the Shares by making certain representations to
the Company for use in offering the Shares, by appointing attorneys-in-fact to
enter into an Underwriting Agreement and to take certain actions pursuant
thereto on behalf of the Selling Shareholder, by entering into the other
agreements contained herein, and by agreeing that this Agreement and the actions
authorized hereby are irrevocable;

WHEREAS, the Selling Shareholder has received and reviewed a copy of the
Preliminary Prospectus dated __________________, 1997 (the "Preliminary
Prospectus"), and a draft of the Underwriting Agreement dated September __,
1997;

WHEREAS, the Selling Shareholder acknowledges that (i) if the Selling
Shareholder is a holder of Class B Common Stock of Robinson Minnesota that the
Stock Purchase Agreement (along with any amendments, addendums and exhibits
thereto) between the Selling Shareholder and the Company will automatically
terminate in connection with the offering and (ii) if the Selling Shareholder is
a holder of Class A Common Stock of Robinson Minnesota that restrictions on
transfer of said stock will terminate upon effectiveness of the Merger; and

WHEREAS, the Selling Shareholder agrees to restrict the sale of Common
Stock not being sold by the Selling Shareholder to the Underwriters as provided
herein.

NOW, THEREFORE, in consideration of the premises, the agreements contained
herein, similar selling shareholder authorizations being signed by other selling
shareholders and other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties hereto agree as follows:

1. TAX WITHHOLDINGS (PARTICIPANTS IN STOCK INCENTIVE PROGRAMS ONLY).
----------------------------------------------------------------

The Selling Shareholder acknowledges that the Shares constitute restricted
stock of Robinson Minnesota, and the restrictions with respect to the restricted
stock will lapse immediately prior to the Closing. The effect of the lapse is
that the Selling Shareholder will recognize ordinary income equal to the fair
market value of the Shares.

The Underwriting Agreement will commit the Underwriters to purchase only a
portion of the Shares (approximately 87% of the Shares), but the Underwriters
will have an option to purchase the balance of the Shares, which option may not
be exercised. Taxable income will be recognized in respect of all of the
Shares, even
<PAGE>

though only a portion of the Shares may be purchased. The Selling Shareholder's
Form W-2 to be provided by the Company will include the fair market value of the
Shares.

The Selling Shareholder agrees that a portion of the proceeds from the sale
of the Shares will be paid to the Company, which will be withheld for the
payment of income taxes by Selling Shareholder. Consequently, the Selling
Shareholder authorizes the Company to take such action as is necessary to assure
that all applicable federal or state payroll, income withholding and any other
taxes are withheld from the proceeds of the sale of the Shares, and agrees to
complete, execute and deliver all forms necessary to assure such withholdings,
including the Substitute Form W-9.

2. INFORMATION REGARDING BENEFICIAL OWNERSHIP OF SHARES.
----------------------------------------------------

As used in this Agreement, the "beneficial owner" of a security includes
any person who, directly or indirectly, through any contract, arrangement,
understanding, relationship or otherwise has or shares (a) voting power, which
includes the power to vote, or direct the voting of, such security, or (b)
investment power, which includes the power to dispose or direct the disposition
of such security. A person may be regarded as having voting power of a security
which is owned (1) by that person's spouse or minor children or by any of that
person's relatives or spouse's relatives who share the same home with that
person; (2) a partnership of which that person is a partner; or (3) a
corporation of which that person is a substantial shareholder.

The Selling Shareholder is the beneficial owner of the equity securities of
the Company, its parents or its subsidiaries listed below. Under the column
"Nature of Ownership," the undersigned has indicated the amounts of securities
for which the undersigned has (a) sole voting power, (b) shared voting power,
(c) sole investment power, or (d) shared investment power. In addition, the
Selling Shareholder has separately indicated the amount of equity securities of
the Company that the undersigned has the right to acquire within 60 days,
including but not limited to any right to acquire (a) through the exercise of an
option, warrant or right, (b) through conversion of a security, (c) pursuant to
the power to revoke a trust, discretionary account or similar arrangement, or
(d) pursuant to the automatic termination of a trust, discretionary account or
similar arrangement.

Number of Title of Securities
Shares Nature of Ownership (Common or Preferred)
- ----------------- ------------------------- ----------------------------
<S> <C> <C>
- ----------------- ------------------------- ----------------------------
- ----------------- ------------------------- ----------------------------
- ----------------- ------------------------- ----------------------------
- ----------------- ------------------------- ----------------------------
</TABLE>

The rules of the Commission permit a person to disclaim beneficial
ownership of securities. Such a disclaimer means that listing of securities
"beneficially owned" would not be construed as an admission of beneficial
ownership for all purposes, such as the Commission's short-swing profit rules
and rules governing reports by holders of five percent or more of the equity
securities of a public company. To disclaim beneficial ownership of any of the
shares listed above check "yes" below and provide the requested information.

Answer: / / YES / / NO

If so, please identify the shares to which the disclaimer applies and briefly
describe the basis for the disclaimer.

---------------------------------
---------------------------------
---------------------------------

3. IRREVOCABLE POWER OF ATTORNEY.
-----------------------------

3.1. In connection with the sale of the Shares, the Selling Shareholder
irrevocably constitutes and appoints D.R. Verdoorn and Owen P. Gleason or either
of them the true and lawful attorneys-in-fact (the "Attorneys," which shall mean
either or both of the attorneys-in-fact) with full power and authority, whether
acting singly or jointly, to act in the name and for and on behalf of the
Selling Shareholder (this "Power of Attorney"):
<PAGE>

(a) To negotiate and agree upon the purchase price per share (the
"Purchase Price Per Share") to be paid by the Underwriters for the Shares.

(b) To negotiate, execute and deliver the Underwriting Agreement (and
amendments thereto), which shall provide for the sale to the Underwriters of
the Shares, or such part thereof as the Attorneys shall determine, which
agreement contains, among other things, provisions for representations,
warranties and indemnity agreements by the Selling Shareholder.

(c) To sell to the Underwriters the Shares, or such part thereof as the
Attorneys shall determine, at the Purchase Price Per Share.

(d) To sell to the Underwriters additional shares of Company Common
Stock pursuant to the over-allotment provision of the Underwriting Agreement
at the Purchase Price Per Share.

(e) To give such orders and instructions and sign such documents as the
Attorneys may in their sole discretion determine to be necessary or proper,
with respect to (i) the transfer on the books of the Company of the Shares
in order to effectuate their sale; (ii) the transfer to Alex. Brown & Sons
Incorporated, as representative (the "Representative") of the Underwriters,
for the account of the Underwriters of the Shares against receipt of the
purchase price to be paid therefor; (iii) the payment out of the proceeds of
any sale to the Underwriters of the portion of all fees and expenses
chargeable to the Selling Shareholders, all transfer taxes incident to the
sale of the Shares and any other expenses incurred by the Seller not
previously agreed (in writing) to be borne by the Company in connection with
the registration, sale and delivery to the Underwriters of the shares of
Common Stock being sold to the Underwriters and the public offering thereof;
(iv) to the extent applicable the payment to the Company of a portion of the
proceeds from the sale of the Shares to satisfy the Selling Shareholder's
withholding obligations; and (v) the remittance to the Selling Shareholder
of the balance of the proceeds from any sale of the Shares.

(f) To complete and effectuate and, if necessary, to prepare and endorse
on behalf of the Selling Shareholder an instruction directing the Company to
transfer the Shares to be sold by the Selling Shareholder.

(g) To retain legal counsel in connection with any and all matters
referred to herein (which counsel may, but need not, be counsel for the
Company).

(h) To do all things and to take all action, which the Attorneys, in
their sole discretion, consider necessary or proper in connection with or to
carry out the sale of the Shares on behalf of the Selling Shareholder as
fully as the Selling Shareholder could do if personally present and acting.

3.2. The Attorneys shall have full power to make and substitute any
attorney to act in their place and stead, and the Selling Shareholder hereby
ratifies and confirms all that the Attorneys or their substitute or substitutes
shall do by virtue of this Agreement.

3.3. For the purpose of completing the transactions contemplated by the
Underwriting Agreement and this Power of Attorney, this Power of Attorney and
all authority conferred hereby shall be irrevocable and shall not be terminated,
except as specifically provided in the Underwriting Agreement or this Power of
Attorney, by the Selling Shareholder, by operation of law, by the death or
incapacity of the Selling Shareholder, or by the occurrence of any other event.
If the Selling Shareholder should die or become incapacitated, or liquidate,
dissolve or be a party to a merger, or in the case of a trust, the trustee of
the trust shall be removed, die or become incapacitated or the trust shall be
terminated, or if any other such event should occur before the completion of the
transactions contemplated by the Underwriting Agreement and this Power of
Attorney, the Attorneys are nevertheless authorized and directed to complete all
of such transactions as if such event had not occurred, and actions taken by the
Attorneys, pursuant to this Power of Attorney, shall be as valid as if such
death, incapacity, removal or other event had not occurred, regardless of
whether the Attorneys shall have received notice of such death, incapacity,
removal or other event.
<PAGE>

3.4. The Attorneys are hereby empowered to determine in their sole
discretion the time or times when, the purpose for which and the manner in which
any power herein conferred shall be exercised, and the conditions, provisions
and covenants of any instrument or document which may be executed by the
Attorneys pursuant hereto.

3.5. It is understood that the Attorneys shall not be liable for any error
of judgment or for any act done or omitted or for any mistake of fact or law
except for the Attorneys' own gross negligence or bad faith. The Selling
Shareholder agrees to hold the Attorneys free and harmless from any and all
loss, damage or liability which the Attorneys may sustain as a result of any
action taken in good faith by the Attorneys, as Attorneys hereunder.

4. LOCK-UP.
-------

The Selling Shareholder agrees that he or she will not, directly or
indirectly, offer, sell, sell short or otherwise dispose of any shares of Common
Stock or other capital stock of the Company, or any other securities
convertible, exchangeable or exercisable for Common Stock or derivative of
Common Stock owned by the Selling Shareholder or request the registration for
the offer or sale of any of the foregoing (or as to which the Selling
Shareholder has the right to direct the disposition of) for a period of one year
after the date of the Underwriting Agreement, except with the prior written
consent of the Representative and except upon death of the Selling Shareholder
or to members of his or her family or to trusts for him, her or their benefit
that take subject to the same restrictions. Such restrictions do not prohibit
the Selling Shareholder from exercising options to purchase shares of Company
Common Stock, subject to the restrictions set forth herein regarding the
offering, sale or other disposition of the shares received upon such exercise.

The Selling Shareholder further agrees that stop transfer instructions with
respect to Common Stock owned by the Selling Shareholder will be entered on the
transfer books and records of the Company.

5. IRREVOCABLE TRANSFER INSTRUCTION.
--------------------------------

The Selling Shareholder hereby irrevocably authorizes and instructs the
Company to register the transfer of the Shares or any portion thereof to the
Representative on the dates and in the amounts as the Attorneys shall direct in
a writing filed with the Company. The Selling Shareholder agrees that, until
the termination of this Agreement, such authorization and instruction shall be
irrevocable. The Selling Shareholder agrees that he or she may not sell,
pledge, transfer or otherwise dispose of the Shares prior to the termination of
this Agreement.

6. IRREVOCABLE COMMITMENT TO SELL SHARES.
-------------------------------------

The Selling Shareholder acknowledges that, upon the execution of and
subject to the terms of the Underwriting Agreement, he or she will have
unqualifiedly committed to sell the Shares to the Underwriters. Prior to
December 31, 1997, this Agreement (including the commitment to sell the Shares)
shall be irrevocable and shall not be subject to termination by any act of the
Selling Shareholder, by operation of law or by the occurrence of any other
event, including the death or incapacity of the Selling Shareholder if the
Selling Shareholder is an individual, or the death, incapacity, removal or
replacement of a trustee of the Selling Shareholder if the Selling Shareholder
is a trust. If any such event should occur before the completion of the
transactions contemplated by this Agreement and the Underwriting Agreement, all
of such transactions shall be completed, and the Attorneys shall cause to be
delivered the Shares to be sold in accordance with the terms and conditions of
the Underwriting Agreement and this Agreement. In such event, the actions taken
by the Attorneys pursuant to this Agreement shall be as valid as if such event
had not occurred, regardless of whether the Attorneys shall have received notice
of such event. The Company shall be entitled to act and rely upon any
statement, request, notice or instructions from the Attorneys respecting this
Agreement. Until the Underwriters have made payment of the Purchase Price Per
Share pursuant to the Underwriting Agreement, the Selling Shareholder shall
remain the owner of the Shares and shall have the right, among other things, to
vote the same and to receive all dividends and distributions thereon.

7. MODIFICATION OF STOCK INCENTIVE PROGRAMS (PARTICIPANTS ONLY).
------------------------------------------------------------

(a) If the Selling Shareholder has received an award under the Company's
Central Office Management Incentive Program ("C.O.M.I.P."), the Company and the
Selling Shareholder agree that the award under the C.O.M.I.P. applicable to the
year 1997 shall be modified immediately prior to the Closing to add the
following paragraph:
<PAGE>

Notwithstanding the express provisions of this award, all amounts earned
with respect to the year ending December 31, 1997, shall be payable in cash,
and not in Common Stock, the C.O.M.I.P. shall terminate with the year ending
December 31, 1997, and the paragraphs 7 and 8 of the award (and any
comparable provisions in any prior award under the C.O.M.I.P.) shall be
deleted and of no force or effect.

(b) If the Selling Shareholder has received an award under the Company's
Employee Incentive Program ("E.I.P."), the Company and the Selling Shareholder
agree that paragraph 2 of the award applicable to the year 1997 (and any
comparable provision in any prior award under the E.I.P.) shall be deleted and
of no force or effect.

(c) If the Selling Shareholder has received an award under the Company's
Profit Center Incentive Program ("P.C.I.P."), the Company and the Selling
Shareholder agree that the award under the P.C.I.P. applicable to the year 1997
shall be modified immediately prior to the Closing to add the following
paragraph:

Notwithstanding the express provisions of this award, all amounts earned
shall be payable in cash, and not in Common Stock, and paragraphs 7 and 8 of
the award (and any comparable provisions in any prior award under the
P.C.I.P.) shall be deleted and of no force or effect.

8. TERMINATION.
-----------

This Agreement shall terminate (i) if the sale of the Shares has not been
completed by the close of business on December 31, 1997, or (ii) if the
Representative advises the Company that it will not proceed with the proposed
public offering during calendar year 1997.

9. GENERAL PROVISIONS.
------------------

9.1. Entire Agreement. This Agreement (including the exhibits, schedules
and other documents referred to herein) contains the entire understanding
between the parties hereto with respect to the subject matter hereof and
supersedes any prior understandings, agreements or representations, written or
oral, relating to the subject matter hereof.

9.2. Counterparts. This Agreement may be executed in separate
counterparts, each of which will be an original and all of which taken together
shall constitute one and the same agreement, and any party hereto may execute
this Agreement by signing any such counterpart.

9.3. Severability. Whenever possible, each provision of this Agreement
shall be interpreted in such a manner as to be effective and valid under
applicable law but if any provision of this Agreement is held to be invalid,
illegal or unenforceable under any applicable law or rule, the validity,
legality and enforceability of the other provision of this Agreement will not be
affected or impaired thereby.

9.4. Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective heirs, personal
representatives and, to the extent permitted by subsection 9.5, successors and
assigns.

9.5. Assignability. Neither this Agreement nor any right, remedy,
obligation or liability arising hereunder or by reason hereof shall be
assignable (including by operation of law) by any party without the prior
written consent of the other parties to this Agreement. Upon any assignment of
this Agreement without prior written consent, any of the other parties may, in
its discretion, terminate this Agreement, declare this Agreement in default or
allow this Agreement to remain in full force and effect.

9.6. Modification, Amendment, Waiver or Termination. No provision of this
Agreement may be modified, amended, waived or terminated except by an instrument
in writing signed by the parties to this Agreement. No course of dealing
between the parties will modify, amend, waive or terminate any provision of this
Agreement or any rights or obligations of any party under or by reason of this
Agreement.
<PAGE>

9.7. Notices. All notices, consents, requests, instructions, approvals or
other communications provided for herein shall be in writing and delivered by
personal delivery, overnight courier, mail, electronic facsimile or e-mail
addressed to the receiving party at the address set forth herein. All such
communications shall be effective when received.

(a) Selling Shareholder
-------------------
As shown on the signature page below.

(b) Attorneys-in fact
-----------------
D.R. Verdoorn
Owen P. Gleason
C.H. Robinson Worldwide, Inc.
8100 South Mitchell Road, Suite 200
Eden Prairie, MN 55344-2248

(c) The Company
-----------
C.H. Robinson Worldwide, Inc.
8100 South Mitchell Road, Suite 200
Eden Prairie, MN 55344-2248
Attention: Vice President

Any party may change the address set forth above by notice to each other party
given as provided herein.

9.8. Headings. The headings contained in this Agreement are for reference
purposes only and shall not in any way affect the meaning or interpretation of
this Agreement.

9.9. Governing Law. ALL MATTERS RELATING TO THE INTERPRETATION,
CONSTRUCTION, VALIDITY AND ENFORCEMENT OF THIS AGREEMENT SHALL BE GOVERNED BY
THE INTERNAL LAWS OF THE STATE OF MINNESOTA, WITHOUT GIVING EFFECT TO ANY CHOICE
OF LAW PROVISIONS THEREOF.

9.10. Third-Party Benefit. Nothing in this Agreement, express or implied,
is intended to confer upon any other person any rights, remedies, obligations or
liabilities of any nature whatsoever.

9.11. Survival of Representations and Warranties. Notwithstanding any
investigation made by any of the parties hereto and notwithstanding the sale of
the Shares or any actions taken after the execution hereof, the representations
made in this Agreement shall survive.

9.12. Jurisdiction and Venue. THIS AGREEMENT MAY BE ENFORCED IN ANY
FEDERAL COURT OR STATE COURT SITTING IN MINNESOTA, AND EACH PARTY CONSENTS TO
THE JURISDICTION AND VENUE OF ANY SUCH COURT AND WAIVES ANY ARGUMENT THAT VENUE
IN SUCH FORUM IS NOT CONVENIENT. IF ANY PARTY COMMENCES ANY ACTION UNDER ANY
TORT OR CONTRACT THEORY ARISING DIRECTLY OR INDIRECTLY FROM THE RELATIONSHIP
CREATED BY THIS AGREEMENT IN ANOTHER JURISDICTION OR VENUE, ANY OTHER PARTY TO
THIS AGREEMENT SHALL HAVE THE OPTION OF TRANSFERRING THE CASE TO THE ABOVE-
DESCRIBED VENUE OR JURISDICTION OR, IF SUCH TRANSFER CANNOT BE ACCOMPLISHED, TO
HAVE SUCH CASE DISMISSED WITHOUT PREJUDICE.
<PAGE>

IN WITNESS WHEREOF, the Selling Shareholder agrees to be bound by this
Agreement.

Dated: _____________________________, 1997
______________________________
Signature
[NAME]
[ADDRESS]
[CITY, STATE ZIP CODE]
[NUMBER OF SHARES]

Resident of the State of __________________________________
[must be completed]

Accepted:

____________________________________
D.R. Verdoorn

____________________________________
Owen P. Gleason

C.H. Robinson Worldwide, Inc.

By _________________________________
Its Vice President

- -------------------------------------------------------------------------------
SUBSTITUTE FORM W-9

NAME OF SHAREHOLDER: [NAME]

ADDRESS: [ADDRESS]
[CITY, STATE ZIP CODE]

TAXPAYER IDENTIFICATION NUMBER: [SSAN]

CERTIFICATION: Under penalties of perjury, I certify that:

1. The number shown on this form is my correct taxpayer
identification number, and

2. I am not subject to backup withholding because: (a) I
have not been notified by the Internal Revenue Service that I am
subject to backup withholding as a result of a failure to report all
interest or dividends, or (b) the Internal Revenue Service has
notified me that I am no longer subject to backup withholding.

Note: Please cross out item 2 above if you have been notified by the Internal
Revenue Service that you are currently subject to backup withholding because you
have failed to report all interest and dividends on your tax return.

Dated: ____________, 1997 Signature: ___________________

- -------------------------------------------------------------------------------

<PAGE>

Exhibit 23.1

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use of our reports
and to all references to our Firm included in or made a part of
Registration Statement File No. 333-33731.

/s/ ARTHUR ANDERSEN LLP

Minneapolis, Minnesota,
September 17, 1997

<PAGE>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FORM S-1
REGISTRATION STATEMENT OF C.H. ROBINSON, INC. AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000

<S> <C> <C>
<PERIOD-TYPE> 12-MOS 6-MOS
<FISCAL-YEAR-END> DEC-31-1996 DEC-31-1996
<PERIOD-START> JAN-01-1996 JAN-01-1997
<PERIOD-END> DEC-31-1996 JUN-30-1997
<CASH> 42,567 40,288
<SECURITIES> 42,711 50,225
<RECEIVABLES> 181,014 215,441
<ALLOWANCES> 10,079 11,130
<INVENTORY> 6,698 5,018
<CURRENT-ASSETS> 280,422 321,058
<PP&E> 36,608 38,958
<DEPRECIATION> (13,561) (15,821)
<TOTAL-ASSETS> 320,780 361,160
<CURRENT-LIABILITIES> 166,352 189,794
<BONDS> 0 0
0 0
0 0
<COMMON> 4,137 4,126
<OTHER-SE> 150,291 167,240
<TOTAL-LIABILITY-AND-EQUITY> 320,780 361,160
<SALES> 0 0
<TOTAL-REVENUES> 1,605,905 855,152
<CGS> 0 0
<TOTAL-COSTS> 1,555,876 828,461
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 5,139 2,287
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> 53,124 28,572
<INCOME-TAX> 20,682 11,339
<INCOME-CONTINUING> 32,442 17,233
<DISCONTINUED> 2,158 900
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 34,600 18,133
<EPS-PRIMARY> .83 .44
<EPS-DILUTED> .83 .44

</TABLE>