UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______ to ______
Commission file number 1-10006
FROZEN FOOD EXPRESS INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Texas 75-1301831
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1145 Empire Central Place, Dallas, Texas 75247-4309
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(214) 630-8090
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Item 14 of the Form 10-K is amended by replacing Item 14 as previously
filed with Item 14 as filed with this amendment. The effect of this amendment
is to add the following Exhibits to the Form 10-K:
10.15 Amendment to Frozen Food Express Industries, Inc. 1992 Incentive and
Nonstatutory Stock Option Plan
10.16 Amendment Number 2 to Frozen Food Express Industries, Inc. 1992
Incentive Stock Option Plan
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PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
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(a) 1. & 2. Financial Statements and Financial Statement Schedules:
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The financial statements listed in the index to financial
statements and financial statement schedules in Item 8 on page
10 hereof are filed as part of this Annual Report.
Financial statement schedules are omitted since the required
information is not present or is not present in amounts
sufficient to require submission of the schedule, or because
the information required is included in the financial
statements and notes thereto.
3. Exhibits:
3.l Articles of Incorporation of the Registrant and all amendments
to date (filed as Exhibit 3.1 to Registrant's annual report on
Form 10-K for the fiscal year ended December, 31, 1993; SEC
File Number 1-10006 and incorporated herein by reference).
3.2 Bylaws of the Registrant, as amended (filed as Exhibit 3.2 to
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1991; SEC File Number 1-10006 and
incorporated herein by reference).
10.1 Frozen Food Express Industries, Inc., 1987 Non-Employee
Director Stock Plan (filed as Exhibit 10.2 to Registrant's
Annual Report on Form 10-K for the fiscal year ended December
31, 1991; SEC File Number 1-10006 and incorporated herein by
reference).
10.2 Amended and Restated Credit Agreement, dated December 30, 1992,
among the registrant and its subsidiaries and Wells Fargo Bank
(Texas, National Association) (formerly First Interstate Bank
of Texas, N.A.), as agent; Chase Bank of Texas, N.A. (formerly
Texas Commerce Bank, National Association); and The First
National Bank of Boston (filed as Exhibit 10.5 to Registrant's
Annual Report on Form 10-K for the fiscal year ended December
31, 1992; SEC File Number 1-10006 and incorporated herein by
reference).
10.3 First Amendment to amended and restated credit agreement
described at Exhibit 10.5 (filed as Exhibit 10.6 to
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1993; SEC File Number 1-10006 and
incorporated herein by reference).
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10.4 Form of Master Lease Agreement by and between Stoney M. Stubbs,
Jr., and Charles G. Robertson and Conwell Corporation. (Filed
as Exhibit 10.12 to Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1991; SEC File Number 1-
10006 and incorporated herein by reference).
10.5 Frozen Food Express Industries, Inc., 1992 Incentive and
Nonstatutory Stock Option Plan (filed as Exhibit 4.3 to
Registrant's Registration #33-48494 as filed with the
Commission, and incorporated herein by reference).
10.6 FFE Transportation Services, Inc., 1994 Incentive Bonus Plan,
as amended (filed as Exhibit 10.6 to Registrant's Annual Report
on Form 10-K for the fiscal year ended December 31, 1994; SEC
File Number 1-10006 and incorporated herein by reference).
10.7 FFE Transportation Services, Inc., Executive Bonus and Phantom
Stock Plan, as amended (filed as Exhibit 10.7 to Registrant's
Annual Report on Form 10-K for the fiscal year ended December
31, 1994; SEC File Number 1-10006 and incorporated herein by
reference).
10.8 FFE Transportation Services, Inc., Employee Stock Ownership
Plan (filed as Exhibit 10.8 to Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1994; SEC File
Number 1-10006 and incorporated herein by reference).
10.9 Savings Plan for Employees of Frozen Food Express Industries,
Inc. (filed as Exhibit 10.9 to Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1994; SEC File
Number 1-10006 and incorporated herein by reference).
10.10 Conwell Corporation Employee Stock Ownership Plan (filed as
Exhibit 10.10 to Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1994; SEC File Number 1-
10006 and incorporated herein by reference).
10.11 Amendment to Frozen Food Express Industries, Inc., 1992
Incentive and Nonstatutory Stock Option Plan (filed as Exhibit
10.11 to Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994; SEC File Number 1-10006 and
incorporated herein by reference).
10.12 Frozen Food Express Industries, Inc. Employee Stock Option Plan
(filed as Exhibit 4.1 to Registrant's Registration #333-21831
as filed with the Commission, and incorporated herein by
reference).
10.13 FFE Transportation Services, Inc. 401(k) Wrap Plan (filed as
Exhibit 10.13 to Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1996; SEC File Number 1-
10006 and incorporated herein by reference).
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10.14 First through Sixth Amendments to Savings Plan for Employees of
Frozen Food Express Industries, Inc. (filed as Exhibit 10.14 to
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996; SEC File Number 1-10006 and
incorporated herein by reference).
10.15 Amendment to Frozen Food Express Industries, Inc. 1992
Incentive and Nonstatutory Stock Option Plan (filed as Exhibit
4.4 to Registrant's Registration #333-38133 and incorporated
herein by reference).
10.16 Amendment Number 2 to Frozen Food Express Industries, Inc. 1992
Incentive Stock Option Plan (filed as Exhibit 4.5 to
Registrant's Registration #333-38133 and incorporated herein by
reference).
11.1 * Computation of net income per diluted share of common stock
(incorporated by reference to Footnote 8 to the financial
statements appearing in the Annual Report to Shareholders of
the Registrant for the year ending December 31, 1997).
13.1 * Annual Report to Shareholders of the Registrant for the year
ended December 31, 1997. Except for those portions of such
Annual Report to Shareholders expressly incorporated by
reference into this Report, such Annual Report to Shareholders
is furnished solely for the information of the Securities and
Exchange Commission and shall not be deemed a "Filed" Document.
21.1 * Subsidiaries of Frozen Food Express Industries, Inc.
25.1 * A Power of Attorney is found on page 16 of this Report.
27.1 * Financial Data Schedule for the fiscal year ending December 31,
1997.
27.2 * Restated Financial Data Schedule for the three, six and nine
month reporting periods ended March 31, June 30 and September
30, 1997, respectively and for fiscal year ending December 31,
1996.
27.3 * Restated Financial Data Schedule for the three, six and nine
month reporting periods ended March 31, June 30 and September
30, 1996, respectively and for fiscal year ending December 31,
1995.
* Previously filed with the Form 10-K being amended hereby.
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(b) Reports on Form 8-K:
No reports on Form 8-K were filed by the company during the last quarter
of the period covered by this Report.
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Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
FROZEN FOOD EXPRESS INDUSTRIES, INC.
Date: March 31, 1998 By: Burl G. Cott
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Burl G. Cott
Senior Vice President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Date: March 31, 1998 /s/ Stoney M. Stubbs, Jr. *
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Stoney M. Stubbs, Jr.,
Chairman of the Board of Directors and President
(Principal Executive Officer)
Date: March 31, 1998 /s/ Charles G. Robertson *
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Charles G. Robertson
Executive Vice President and Director
Date: March 31, 1998 /s/ Edgar O. Weller *
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Edgar O. Weller
Vice Chairman of the Board of Directors
Date: March 31, 1998 /s/ W. Mike Baggett *
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W. Mike Baggett, Director
Date: March 31, 1998 /s/ Brian R. Blackmarr *
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Brian R. Blackmarr, Director
Date: March 31, 1998 /s/ Leroy Hallman *
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Leroy Hallman, Director
Date: March 31, 1998 /s/ W. Grogan Lord *
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W. Grogan Lord, Director
Date: March 31, 1998 /s/ T. Michael O'Connor *
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T. Michael O'Connor, Director
* By: Burl G. Cott
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Burl G. Cott
Attorney-in-Fact
