<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
for the fiscal year ended December 31, 1993
ROADWAY SERVICES, INC.
STOCK SAVINGS AND RETIREMENT INCOME PLAN
AND TRUST (AMENDED AND RESTATED)
________________________________________
(Full title of the plan)
ROADWAY SERVICES, INC.
-------------------------------------------------------------
(Name of issuer of the securities held pursuant to the plan)
1077 Gorge Boulevard
P.O. Box 88
Akron, Ohio 44309-0088
(Address of principal executive office)
<PAGE> 2
REQUIRED INFORMATION
The following financial statements are furnished for the plan:
Audited Financial Statements and Supplemental Schedules of the Roadway
Services, Inc. Stock Savings and Retirement Income Plan and Trust (Amended and
Restated) for the years ended December 31, 1993 and 1992.
The foregoing plan financial statements and schedules were prepared in
accordance with the financial reporting requirements of ERISA and were audited
by independent auditors.
EXHIBITS
Consent of independent auditors.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the below
member of the Administrative Committee has duly caused this annual report to be
signed on its behalf by the undersigned hereunto duly authorized.
Roadway Services, Inc.
Stock Savings and Retirement Income Plan
and Trust (Amended and Restated)
----------------------------------------
(Name of Plan)
A. C. SNELSON
----------------------------------------
A. C. Snelson, Vice President Corporate
Support Services, Roadway Services,
Inc. and Member Administrative Committee
June 27, 1994
<PAGE> 3
Audited Financial Statements and Supplemental Schedules
ROADWAY SERVICES, INC. STOCK SAVINGS AND RETIREMENT
INCOME PLAN AND TRUST (AMENDED AND RESTATED)
December 31, 1993
CONTENTS
--------
Report of Independent Auditors. . . . . . . . . . . . . . . . . . . . 1
Statements of Net Assets Available for Plan Benefits. . . . . . . . . 2
Statements of Changes in Net Assets Available
for Plan Benefits . . . . . . . . . . . . . . . . . . . . . . . . . 3
Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . 4
Supplemental Schedules:
Form 5500 Item 27a - Schedule of Assets Held for
Investment Purposes. . . . . . . . . . . . . . . . . . . . . . . . 9
Form 5500 Item 27d - Schedule of Reportable Transactions --
Category (iii) -- Series of Transactions in Excess of 5%
of the Current Value of Plan Assets . . . . . . . . . . . . . . . 10
<PAGE> 4
[ERNST & YOUNG LETTERHEAD]
Report of Independent Auditors
Administrative Committee
Roadway Services, Inc. Stock Savings
and Retirement Income Plan and Trust (Amended and Restated)
We have audited the accompanying statements of net assets available for plan
benefits of the Roadway Services, Inc. Stock Savings and Retirement Income Plan
and Trust (Amended and Restated) as of December 31, 1993 and 1992, and the
related statements of changes in net assets available for plan benefits for the
years then ended. These financial statements are the responsibility of the
Plan'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 audits 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 net assets available for plan benefits of the Plan
at December 31, 1993 and 1992, and the changes in its net assets available for
plan benefits for the years then ended, in conformity with generally accepted
accounting principles.
Our audits were made for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedules as of or
for the year ended December 31, 1993 listed in the table of contents, are
presented for purposes of complying with the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974, and are not a required part of the financial statements.
The supplemental schedules have been subjected to the auditing procedures
applied in our audit of the 1993 financial statements and, in our opinion, are
fairly stated in all material respects in relation to the 1993 financial
statements taken as a whole.
ERNST & YOUNG
June 1, 1994
1
<PAGE> 5
<TABLE>
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
ROADWAY SERVICES, INC. STOCK SAVINGS AND RETIREMENT
INCOME PLAN AND TRUST (AMENDED AND RESTATED)
<CAPTION>
December 31
1993 1992
----------------------------
(RESTATED)
<S> <C> <C>
ASSETS
Cash and temporary cash investments $ 6,060 $ 1,087
Accrued interest receivable 290,114 139,812
Contributions receivable 1,178,066 1,366,666
Investments, at fair value:
Company Stock Fund 135,713,220 139,894,367
Fixed Income Fund 9,347,320 7,158,497
Money Market Fund 6,115,433 5,473,170
Balanced Fund 2,208,839 -
------------ ------------
153,384,812 152,526,034
------------ ------------
154,859,052 154,033,599
LIABILITIES
Payable for investments purchased and
other 495,456 597,305
------------ ------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $154,363,596 $153,436,294
============ ============
<FN>
See accompanying notes to financial statements.
</TABLE>
2
<PAGE> 6
<TABLE>
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
ROADWAY SERVICES, INC. STOCK SAVINGS AND RETIREMENT
INCOME PLAN AND TRUST (AMENDED AND RESTATED)
<CAPTION>
Year Ended December 31
1993 1992
---------------------------
(RESTATED)
<S> <C> <C>
Additions:
Contributions:
Plan participants $ 17,965,918 $ 16,576,269
Employers 10,231,920 9,959,740
------------ ------------
28,197,838 26,536,009
Income from investments:
Dividends 2,968,543 2,436,899
Interest 923,072 730,306
------------ ------------
3,891,615 3,167,205
------------ ------------
32,089,453 29,703,214
Deductions--
Distributions to participants as lump
sum settlements and withdrawals 10,373,848 8,912,476
------------ ------------
21,715,605 20,790,738
Net realized and unrealized (depreciation)/
appreciation of investments (20,788,303) 5,726,507
------------ ------------
NET ADDITIONS 927,302 26,517,245
Net assets available for plan benefits
at January 1, 1992 as previously reported - 122,593,969
Effect of change in presentation of benefits
payable on net assets available for plan
benefits at January 1, 1992 - Note B - 4,325,080
------------ ------------
Net assets available for plan benefits at
beginning of year as restated 153,436,294 126,919,049
NET ASSETS AVAILABLE FOR PLAN
BENEFITS AT END OF YEAR $154,363,596 $153,436,294
============ ============
<FN>
See accompanying notes to financial statements.
</TABLE>
3
<PAGE> 7
NOTES TO FINANCIAL STATEMENTS
ROADWAY SERVICES, INC. STOCK SAVINGS AND RETIREMENT
INCOME PLAN AND TRUST (AMENDED AND RESTATED)
Years Ended December 31, 1993 and 1992
NOTE A -- DESCRIPTION OF THE PLAN
The Roadway Services, Inc. Stock Savings and Retirement Income Plan and Trust
(Amended and Restated) ("the Plan") is a defined contribution plan sponsored by
Roadway Services, Inc. and established to encourage eligible employees to save
on a regular basis through payroll deductions. The Plan initially became
effective January 1, 1979 and was amended and restated effective January 1,
1989 to provide for a qualified salary reduction "cash or deferred arrangement"
within the meaning of Section 401(k) of the Internal Revenue Code and to
provide investment alternatives for certain participant contributions. The
Plan covers eligible employees of the sponsor and participating domestic
subsidiaries (the "Employers") not covered by a collective bargaining
agreement. Participation is available to eligible employees who have completed
12 months of employment and have attained the age of 21 years prior to any
enrollment date (January 1, April 1, July 1 and October 1).
Participants may make before and after-tax contributions to the Plan
aggregating up to 10% of their annual compensation subject to IRS limitations.
After 18 months of employment, the participant's employer matches 100% of the
participant's before and after-tax contributions invested in Roadway Services,
Inc. Common Stock up to 3-1/2% of annual compensation. Both employee and
employer contributions are 100% vested immediately.
The Plan offers participants four investment options. Participant
contributions may be invested in a Company Stock Fund, a Fixed Income Fund, a
Money Market Fund, and a Balanced Fund. Until the year after a participant has
attained the age of 55 years, after-tax contributions to the Plan must be
invested in the Company Stock Fund.
The Plan is funded by combined contributions from the participants and their
employers to a trust fund maintained by the Plan's trustee, National City Bank.
In 1992, the Plan sponsor funded contributions by making in-kind contributions
of Roadway Services, Inc. Common Stock at then current market prices of
$4,580,278. In addition, $5,663,401 in 1992 of employee contributions to the
Plan were funded with shares of Roadway Services, Inc. Common Stock. During
1993, all Plan contributions were made in the form of cash.
In the event of termination of the Plan, the trustee shall pay all expenses
chargeable against the Plan and shall then distribute all assets to the
participants in proportion to the amounts credited to their accounts at the
date of such termination.
4
<PAGE> 8
NOTES TO FINANCIAL STATEMENTS -- CONTINUED
ROADWAY SERVICES, INC. STOCK SAVINGS AND RETIREMENT
INCOME PLAN AND TRUST (AMENDED AND RESTATED)
NOTE B -- SIGNIFICANT ACCOUNTING POLICIES
Investments are recorded at fair value with the difference between cost and
fair value being reflected in the statements of changes in net assets available
for plan benefits included in the net realized and unrealized
(depreciation)/appreciation of investments. Security transactions are recorded
on the trade date.
The assets of the Plan are invested principally in the following four
investment funds:
COMPANY STOCK FUND: The assets of this fund are invested primarily in Common
Stock of Roadway Services, Inc. These investments are valued at the closing
quoted market price on the last business day of the plan year.
FIXED INCOME FUND: The assets of this fund are invested primarily in the
Intermediate Term Portfolio of the Merrill Lynch Corporate Bond Fund, Inc. The
portfolio includes corporate bonds and other debt instruments with medium-term
maturities. These investments are valued at the net asset value as determined
by the fund on the last business day of the plan year.
MONEY MARKET FUND: The assets of this fund are invested primarily in the
Merrill Lynch Ready Assets Trust. The trust includes a wide variety of debt
securities with short-term maturities, including certificates of deposit,
commercial paper and U.S. Government Securities. The value of investments
represents cost plus accrued interest.
BALANCED FUND:The assets of this fund are invested primarily in the Phoenix
Balanced Fund Series. The fund normally invests in common stocks and fixed
income securities. These investments are valued at the net asset value as
determined by the fund on the last business day of the plan year.
All administrative fees are paid by Roadway Services, Inc.
Beginning in 1993, amounts allocated to accounts of persons who have withdrawn
from participation in the operations of the plan and are approved for
distribution ($6,310,000 and $3,878,000 at December 31, 1993 and 1992,
respectively) are included in net assets available for plan benefits. Prior
year amounts have been restated to reflect this change in presentation. For
purposes of Form 5500 reporting, accounts approved for distribution are
recognized as benefits payable.
5
<PAGE> 9
NOTES TO FINANCIAL STATEMENTS -- CONTINUED
ROADWAY SERVICES, INC. STOCK SAVINGS AND RETIREMENT
INCOME PLAN AND TRUST (AMENDED AND RESTATED)
<TABLE>
NOTE C -- INVESTMENTS
The number of shares/units and net asset value per share/unit at year end for
the respective investment funds is as follows:
<CAPTION>
December 31
1993 1992
---------------
<S> <C> <C>
Company Stock Fund:
(2,261,887 shares in 1993 and 2,057,270
shares in 1992) Roadway Services, Inc.
Common Stock $60.00 $68.00
Fixed Income Fund:
(784,171.14 units in 1993 and 617,111.85
units in 1992) Merrill Lynch Corporate
Bond Fund, Inc. 11.92 11.60
Money Market Fund:
(6,115,433 units in 1993 and 5,473,170
units in 1992) Merrill Lynch Ready
Assets Trust 1.00 1.00
Balanced Fund:
(137,794.09 units in 1993) Phoenix
Balanced Fund Series 16.03 N/A
</TABLE>
NOTE D -- INCOME TAX STATUS
The Internal Revenue Service has ruled (January 13, 1992) that the Plan
qualifies under Section 401(a) of the Internal Revenue Code and is exempt from
tax under present income tax laws. The Administrative Committee is not aware
of any course of action or series of events that have occurred that might
adversely affect the Plan's qualified status.
6
<PAGE> 10
NOTES TO FINANCIAL STATEMENTS -- CONTINUED
ROADWAY SERVICES, INC. STOCK SAVING AND RETIREMENT
INCOME PLAN AND TRUST (AMENDED AND RESTATED)
<TABLE>
NOTE E -- SCHEDULES OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
The following table presents changes in net assets available for plan benefits
for 1993:
<CAPTION>
Fixed Money
Total Company Income Market Balanced
Funds Stock Fund Fund Fund Fund
------------ ------------ ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Net Assets Available
for Plan Benefits
at beginning of
year as restated $153,436,294 $140,503,626 $7,399,492 $5,533,176 $ -
ADDITIONS
Contributions (net
of transfers between
funds) from:
Plan participants 17,965,918 12,870,786 1,786,961 1,051,320 2,256,851
Employers 10,231,920 10,231,920 - - -
------------ ------------ ---------- ---------- ----------
28,197,838 23,102,706 1,786,961 1,051,320 2,256,851
Income from
investments:
Dividends 2,968,543 2,880,524 - - 88,019
Interest 923,072 12,803 746,850 163,207 212
------------ ------------ ---------- ---------- ----------
3,891,615 2,893,327 746,850 163,207 88,231
------------ ------------ ---------- ---------- ----------
32,089,453 25,996,033 2,533,811 1,214,527 2,345,082
DEDUCTIONS
Distributions to
participants as
lump sum settlements
and withdrawals 10,373,848 9,385,916 391,892 572,837 23,203
------------ ------------ ---------- ---------- ----------
21,715,605 16,610,117 2,141,919 641,690 2,321,879
Net realized and
unrealized (depreciation)
appreciation of
investments (20,788,303) (20,922,226) 163,289 - (29,366)
------------ ------------ ---------- ---------- ----------
NET ADDITIONS/
(DEDUCTIONS) 927,302 (4,312,109) 2,305,208 641,690 2,292,513
------------ ------------ ---------- ---------- ----------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS
AT END OF YEAR $154,363,596 $136,191,517 $9,704,700 $6,174,866 $2,292,513
============ ============ ========== ========== ==========
</TABLE>
7
<PAGE> 11
NOTES TO FINANCIAL STATEMENTS -- CONTINUED
ROADWAY SERVICES, INC. STOCK SAVINGS AND RETIREMENT
INCOME PLAN AND TRUST (AMENDED AND RESTATED)
<TABLE>
NOTE E -- SCHEDULES OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN
BENEFITS--CONTINUED
The following table presents changes in net assets available for plan benefits
for 1992:
<CAPTION>
Fixed Money
Total Company Income Market
Funds Stock Fund Fund Fund
------------ ------------ ---------- ----------
<S> <C> <C> <C> <C>
Net Assets Available for Plan
Benefits at beginning of
year as restated $126,919,049 $118,006,190 $4,845,148 $4,067,711
ADDITIONS
Contributions (net of transfers
between funds) from:
Plan participants 16,576,269 12,521,355 2,330,113 1,724,801
Employers 9,959,740 9,959,740 - -
------------ ------------ ---------- ----------
26,536,009 22,481,095 2,330,113 1,724,801
Income from investments:
Dividends 2,436,899 2,436,899 - -
Interest 730,306 18,653 549,442 162,211
------------ ------------ ---------- ----------
3,167,205 2,455,552 549,442 162,211
------------ ------------ ---------- ----------
29,703,214 24,936,647 2,879,555 1,887,012
DEDUCTIONS
Distributions to participants
as lump sum settlements
and withdrawals 8,912,476 8,251,754 239,175 421,547
------------ ------------ ---------- ----------
20,790,738 16,684,893 2,640,380 1,465,465
Net realized and unrealized
appreciation/(depreciation)
of investments 5,726,507 5,812,543 (86,036) -
------------ ------------ ---------- ----------
NET ADDITIONS 26,517,245 22,497,436 2,554,344 1,465,465
------------ ------------ ---------- ----------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS AT END OF YEAR $153,436,294 $140,503,626 $7,399,492 $5,533,176
============ ============ ========== ==========
</TABLE>
8
<PAGE> 12
<TABLE>
FORM 5500 ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
ROADWAY SERVICES, INC. STOCK SAVINGS AND RETIREMENT
INCOME PLAN AND TRUST (AMENDED AND RESTATED)
December 31, 1993
<CAPTION>
Identity of Issue Description on Investment Cost Market
- - ----------------------- ----------------------------- ------------ -------------
<S> <C> <C> <C>
Common Stock --
Transportation--Trucking--
Roadway Services, Inc.* 2,261,887 shares Common Stock $101,470,169 $135,713,220
Merrill Lynch Corporate
Bond Fund, Inc. -- 784,171.14 units Corporate 9,057,817 9,347,320
Intermediate Term Portfolio Bond Fund
Temporary Investments--
Merrill Lynch Ready
Assets Trust Short-Term Money Market Fund 6,115,433 6,115,433
Phoenix Balanced Fund 137,794.09 units Phoenix
Series Balanced Fund 2,238,846 2,208,839
------------ ------------
Total $118,882,265 $153,384,812
============ ============
Assets included as cash and temporary cash investments:
- - -------------------------------------------------------
National City Corporation* Short-Term U.S. Government
Funds Treasury Portfolio Securities $6,060 $6,060
====== ======
<FN>
*Indicates party-in-interest to the Plan.
</TABLE>
9
<PAGE> 13
<TABLE>
FORM 5500 ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS--
CATEGORY (iii)--SERIES OF TRANSACTIONS IN EXCESS OF 5% OF THE
CURRENT VALUE OF PLAN ASSETS
ROADWAY SERVICES, INC. STOCK SAVINGS AND RETIREMENT
INCOME PLAN AND TRUST (AMENDED AND RESTATED)
Year Ended December 31, 1993
<CAPTION>
Number of Number of
Purchase Total Sale Total
Description of Assets Transactions Purchases Transactions Sales
- - ------------------------------- ------------- ----------- ------------ -----------
<S> <C> <C> <C> <C>
Roadway Services, Inc.*
Common Stock 92 $26,017,491 - $ -
National City Corporation*
Funds Treasury Portfolio 218 $26,306,504 259 $26,301,589
<FN>
*Indicates party-in-interest to the Plan.
There were no category (i), (ii) or (iv) reportable transactions during 1993.
</TABLE>
10
<PAGE> 1
[ERNST & YOUNG LETTERHEAD]
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 33-52605) pertaining to the Roadway Services, Inc. Stock Savings
and Retirement Income Plan and Trust (Amended and Restated) of our report dated
June 1, 1994, with respect to the financial statements and supplemental
schedules of the Roadway Services, Inc. Stock Savings and Retirement Income
Plan and Trust (Amended and Restated) included in this Annual Report (Form
11-K) for the year ended December 31, 1993.
ERNST & YOUNG
June 27, 1994
