1UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K/A
Amendment No. 1
[X] Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 for the fiscal year ended
December 31, 1999.
[ ] 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.
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(Exact name of registrant as specified on its charter)
Texas 75-1301831
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(State of or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1145 Empire Central Place Dallas, Texas 75247-4309
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(Address of principal executive offices) (Zip Code)
(2l4) 630-8090
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(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
[X] Yes [ ] No
At June 28, 2000, the latest practicable date, there were
outstanding 16,327,079 shares of Common Stock, $1.50 par value.
Item 14 of the Form 10-K is amended by adding the
information, financial statements and exhibits required to be
filed on Form 11-K for the fiscal year ended December 31, 1999,
with respect to the FFE Transportation Services, Inc. Employee
Stock Ownership Plan (the "FFE Plan"), the Conwell Corporation
Employee Stock Ownership Plan (the "Conwell Plan") and the Frozen
Food Express Industries, Inc. 401(k) Savings Plan (the "Savings
Plan") pursuant to Securities and Exchange Commission Rule 15d-21
promulgated under the Securities Exchange Act of 1934, as
amended. Because each of the plans reported on herein are
subject to the reporting requirement of the Employee Retirement
Income Security Act of 1974 ("ERISA"), the financial statements
and schedules included herein have been prepared in accordance
with the requirements of ERISA.
Item 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K.
(a) 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 to date (filed as
Exhibit 3.2 to Registrant's annual report on Form 10-K
for the fiscal year ended December, 31, 1998; SEC File
Number 1-10006 and incorporated herein by reference).
3.3 Amendment, dated June 14, 2000, to Bylaws of the
Registrant, (filed as Exhibit 3.1 to Registrant's 8-K
dated June 28, 2000, 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 Second Amended and Restated Credit Agreement among
Wells Fargo Bank (Texas) National Association as agent
for itself and other banks and FFE Transportation
Services, Inc. as Borrower and certain of its
affiliates. (Filed as Exhibit 10.2 to Registrant's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1999, and incorporated herein by
reference).
10.3 First Amendment to Second Amended and Restated Credit
Agreement (filed as Exhibit 10.1 to Registrant's
Current Report on Form 8-K dated June 9, 2000; SEC
file number 1-10006 and incorporated herein by
reference).
10.4 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).
10.5 Amendment No. 1 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).
10.6 Amendment No. 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).
10.7 Amendment No. 3 to Frozen Food Express Industries,
Inc. 1992 Incentive and Nonstatutory Stock Option Plan
(filed as Exhibit 4.6 to Registrant's Registration
Statement #333-87913 and incorporated herein by
reference).
10.8 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).
10.9 FFE Transportation Services, Inc., 1999 Executive
Bonus and Phantom Stock Plan. (filed as Exhibit 10.8
to Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1999; SEC file number 1-
10006 and incorporated herein by reference).
10.10 Frozen Food Express Industries, Inc. 401(k) Savings
Plan. (filed as Exhibit 10.9 to Registrant's Annual
Report on Form 10-K for the fiscal year ended December
31, 1999, SEC file number 1-10006 and incorporated
herein by reference).
10.11 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).
10.12 Amendment to the Frozen Food Express Industries, Inc.
Employee Stock Option Plan (filed as Exhibit 4.4 to
Registrant's Registration Statement #333-52701 and
incorporated herein by reference).
10.13 Rights Agreement dated as of June 14, 2000, between
the Registrant and Fleet National Bank, which includes
as exhibits, the form of Right Certificate and the
Summary of Rights. (filed as Exhibit 4.1 to
Registrant's Registration Statement on Form 8-A dated
June 19, 2000 and incorporated herein by reference).
10.14 Form of Change in Control Agreement (filed as Exhibit
10.1 to Registrant's 8-K dated June 28, 2000, SEC File
Number 1-10006 and incorporated herein by reference).
11.1 Computation of basic and diluted net income per 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, 1999).
13.1 Annual Report to Shareholders of the Registrant for
the year ended December 31, 1999. 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.
(filed as Exhibit 13.1 to Registrant's Annual Report
on Form 10-K for the fiscal year ended December 31,
1999, SEC file number 1-10006 and incorporated herein
by reference).
21.1 Subsidiaries of Frozen Food Express Industries, Inc.
(filed as Exhibit 21.1 to Registrant's Annual Report
on Form 10-K for the fiscal year ended December 31,
1999, SEC file number 1-10006 and incorporated herein
by reference).
23.1 Consent of Independent Public Accountants
99.1 FFE Transportation Services, Inc. Employee Stock
Ownership Plan Statements of Net Assets Available for
Plan Benefits as of December 31, 1999 and 1998 and
Statements of Changes in Net Assets Available for Plan
Benefits for each of the three years in the period
ended December 31, 1999 with notes thereto and Report
of Independent Public Accountants thereon.
99.2 Conwell Corporation Employee Stock Ownership Plan
Statements of Net Assets Available for Plan Benefits
as of December 31, 1999 and 1998 and Statements of
Changes in Net Assets Available for Plan Benefits for
each of the three years in the period ended December
31, 1999 with notes thereto and Report of Independent
Public Accountants thereon.
99.3 Frozen Food Express Industries, Inc. 401(k) Savings
Plan Statements of Net Assets Available for Plan
Benefits as of December 31, 1999 and 1998 and
Statements of Changes in Net Assets Available for Plan
Benefits for each of the three years in the period
ended December 31, 1999 with notes thereto and Report
of Independent Public Accountants thereon.
(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.
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has fully caused
this report to be signed on its behalf by the undersigned,
hereunto duly authorized.
FROZEN FOOD EXPRESS INDUSTRIES, INC.
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July 12, 2000 By: /s/ Stoney M. Stubbs, Jr.
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Stoney M. Stubbs, Jr.,
Chairman of the Board of Directors
and President
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the Registrant and in the capacities and on the
dates indicated:
July 12, 2000 By: /s/ Stoney M. Stubbs, Jr.
-----------------------------
Stoney M. Stubbs, Jr.,
Chairman of the Board of Directors
and President
(Principal Executive Officer)
July 12, 2000 By: /s/ Charles G. Robertson *
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Charles G. Robertson,
Executive Vice President and
Director
July 12, 2000 By: /s/ F. Dixon McElwee *
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F. Dixon Mc Elwee, Senior Vice
President and Chief Financial
Officer
July 12, 2000 By: /s/ Edgar O. Weller *
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Edgar O. Weller,
Vice Chairman
of the Board of Directors
July 12, 2000 By: /s/ W. Mike Baggett *
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W. Mike Baggett, Director
July 12, 2000 By: /s/ Brian R. Blackmarr *
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Brian R. Blackmarr, Director
July 12, 2000 By: /s/ Leroy Hallman *
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Leroy Hallman, Director
July 12, 2000 By: /s/ T. Michael O'Connor *
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T. Michael O'Connor, Director
* By: /s/ Stoney M. Stubbs, Jr.
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Stoney M. Stubbs, Jr.
Attorney-in-Fact
EXHIBIT INDEX
Sequentially
Numbered
Exhibit Description Page
------- ------------ -----------
23.1 Consent of Independent Public Accountants 7
99.1 FFE Transportation Services, Inc.
Employee Stock Ownership Plan
Statements of Net Assets Available for
Plan Benefits as of December 31, 1999
and 1998 and Statements of Changes in
Net Assets Available for Plan Benefits
for each of the three years in the
period ended December 31, 1999 with
notes thereto and Report of Independent
Public Accountants thereon. 9
99.2 Conwell Corporation Employee Stock
Ownership Plan Statements of Net Assets
Available for Plan Benefits as of
December 31, 1999 and 1998 and
Statements of Changes in Net Assets
Available for Plan Benefits for each of
the three years in the period ended
December 31, 1999 with notes thereto
and Report of Independent Public
Accountants thereon. 20
99.3 Frozen Food Express Industries, Inc.
401(k) Savings Plan Statements of Net
Assets Available for Plan Benefits as
of December 31, 1999 and 1998 and
Statements of Changes in Net Assets
Available for Plan Benefits for each of
the three years in the period ended
December 31, 1999 with notes thereto
and Report of Independent Public
Accountants thereon. 31
