<PAGE> 1
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
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1994
--------------------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
---------------- -----------------
Commission file number 0-10716
--------------------
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
ROADWAY SERVICES, INC.
STOCK SAVINGS AND RETIREMENT INCOME
PLAN AND TRUST (AMENDED AND RESTATED)
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive offices:
ROADWAY SERVICES, INC.
1077 Gorge Boulevard
P.O. Box 88
Akron, Ohio 44309-0088
<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, 1994 and 1993.
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)
D. C. BROWN
-------------------------------------
D. C. Brown, Vice President Corporate
Support Services, Roadway Services,
Inc. and Member Administrative
Committee
June 27, 1995
<PAGE> 3
Financial Statements and
Supplemental Schedules
Roadway Services, Inc. Stock Savings
and Retirement Income Plan and Trust
(Amended and Restated)
Years ended December 31, 1994 and 1993
with Report of Independent Auditors
<PAGE> 4
Roadway Services, Inc. Stock Savings
and Retirement Income Plan and Trust
(Amended and Restated)
Financial Statements and Supplemental Schedules
Years ended December 31, 1994 and 1993
<TABLE>
<CAPTION>
CONTENTS
<S> <C>
Report of Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Audited Financial Statements
Statements of Net Assets Available for Benefits, With Fund Information . . . . . . . . . . . . . . . 2
Statements of Changes in Net Assets Available for Benefits,
With Fund Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Supplemental Schedules
Schedule of Assets Held for Investment Purposes . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Schedule of Reportable Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
</TABLE>
<PAGE> 5
Report of Independent Auditors
To the 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
benefits of the Roadway Services, Inc. Stock Savings and Retirement Income Plan
and Trust (Amended and Restated) as of December 31, 1994 and 1993, and the
related statements of changes in net assets available for 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 benefits of the Plan at
December 31, 1994 and 1993, and the changes in its net assets available for
benefits for the years then ended, in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the
financial statements taken as a whole. The accompanying supplemental schedules
of assets held for investment purposes as of December 31, 1994, and reportable
transactions for the year then ended, 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 Fund Information in the
statements of net assets available for benefits and the statements of changes
in net assets available for benefits is presented for purposes of additional
analysis rather than to present the net assets available for benefits and
changes in net assets available for benefits of each fund. The supplemental
schedules and Fund Information have been subjected to the auditing procedures
applied in our audits of the financial statements and, in our opinion, are
fairly stated in all material respects in relation to the financial statements
taken as a whole.
ERNST & YOUNG LLP
May 26, 1995
1
<PAGE> 6
Roadway Services, Inc. Stock Savings
and Retirement Income Plan and Trust
(Amended and Restated)
Statements of Net Assets Available for
Benefits, With Fund Information
December 31, 1994
<TABLE>
<CAPTION>
FUND INFORMATION
-------------------------------------------------------
COMPANY FIXED MONEY
STOCK INCOME MARKET BALANCED
FUND FUND FUND FUND TOTAL
------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ASSETS
Cash and temporary cash investments $ 338,809 $ 980 $ 592 $ 178,584 $ 518,965
Investments, at fair value:
Roadway Services, Inc. Common Stock 134,668,034 134,668,034
Shares of registered investment companies:
Merrill Lynch:
Corporate Bond Fund, Inc. 10,352,716 10,352,716
Ready Asset Trust 6,700,119 6,700,119
Phoenix Balanced Fund Series 4,774,223 4,774,223
------------------------------------------------------------------------
Total investments 134,668,034 10,352,716 6,700,119 4,774,223 156,495,092
Receivables:
Accrued interest 1,895 97,374 27,247 521 127,037
Employers' contributions 234,033 234,033
Participants' contributions 324,769 39,818 25,848 53,401 443,836
------------------------------------------------------------------------
Total receivables 560,697 137,192 53,095 53,922 804,906
------------------------------------------------------------------------
Total assets 135,567,540 10,490,888 6,753,806 5,006,729 157,818,963
LIABILITIES
Payable for investments purchased and other 332,585 332,585
------------------------------------------------------------------------
Net assets available for benefits $135,234,955 $10,490,888 $6,753,806 $5,006,729 $157,486,378
========================================================================
</TABLE>
See accompanying notes.
2
<PAGE> 7
Roadway Services, Inc. Stock Savings
and Retirement Income Plan and Trust
(Amended and Restated)
Statements of Net Assets Available for
Benefits, With Fund Information (continued)
December 31, 1993
<TABLE>
<CAPTION>
FUND INFORMATION
---------------------------------------------------
COMPANY FIXED MONEY
STOCK INCOME MARKET BALANCED
FUND FUND FUND FUND TOTAL
------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ASSETS
Cash and temporary cash investments $ 6,060 $ 6,060
Investments, at fair value:
Roadway Services, Inc. Common Stock 135,713,220 135,713,220
Shares of registered investment companies:
Merrill Lynch:
Corporate Bond Fund, Inc. $9,347,320 9,347,320
Ready Asset Trust $6, 115,433 6,115,433
Phoenix Balanced Fund Series $2,208,839 2,208,839
------------------------------------------------------------------------
Total investments 135,713,220 9,347,320 6,115,433 2,208,839 153,384,812
Receivables:
Accrued interest 1,034 274,842 14,208 30 290,114
Employers' contributions 427,532 427,532
Participants' contributions 539,127 82,538 45,225 83,644 750,534
------------------------------------------------------------------------
Total receivables 967,693 357,380 59,433 83,674 1,468,180
------------------------------------------------------------------------
Total assets 136,686,973 9,704,700 6,174,866 2,292,513 154,859,052
LIABILITIES
Payable for investments purchased and other 495,456 495,456
------------------------------------------------------------------------
Net assets available for benefits $136,191,517 $9,704,700 $6,174,866 $2,292,513 $154,363,596
========================================================================
</TABLE>
See accompanying notes.
3
<PAGE> 8
Roadway Services, Inc. Stock Savings
and Retirement Income Plan and Trust
(Amended and Restated)
Statements of Changes in Net Assets Available
for Benefits, With Fund Information
Year ended December 31, 1994
<TABLE>
<CAPTION>
FUND INFORMATION
----------------------------------------------------
COMPANY FIXED MONEY
STOCK INCOME MARKET BALANCED
FUND FUND FUND FUND TOTAL
----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income (loss):
Net depreciation in fair value of investments $(12,839,632) $(1,083,840) $(282,576) $(14,206,048)
Interest 17,906 688,692 $236,658 2,355 945,611
Dividends 3,182,226 124,298 3,306,524
----------------------------------------------------------------------
(9,639,500) (395,148) 236,658 (155,923) (9,953,913)
Contributions (net of transfers between funds) from:
Participants 13,253,033 1,994,788 1,007,609 3,085,541 19,340,971
Employers 10,441,665 10,441,665
----------------------------------------------------------------------
23,694,698 1,994,788 1,007,609 3,085,541 29,782,636
----------------------------------------------------------------------
Total additions 14,055,198 1,599,640 1,244,267 2,929,618 19,828,723
Deductions from net assets attributed to:
Benefits paid to participants 15,011,760 813,452 665,327 215,402 16,705,941
----------------------------------------------------------------------
Net increase (decrease) in net assets (956,562) 786,188 578,940 2,714,216 3,122,782
Net assets available for benefits:
Beginning of year 136,191,517 9,704,700 6,174,866 2,292,513 154,363,596
----------------------------------------------------------------------
End of year $135,234,955 $10,490,888 $6,753,806 $5,006,729 $157,486,378
======================================================================
</TABLE>
See accompanying notes.
4
<PAGE> 9
Roadway Services, Inc. Stock Savings
and Retirement Income Plan and Trust
(Amended and Restated)
Statements of Changes in Net Assets Available
for Benefits, With Fund Information (continued)
Year ended December 31, 1993
<TABLE>
<CAPTION>
FUND INFORMATION
----------------------------------------------------------------
COMPANY FIXED MONEY
STOCK INCOME MARKET BALANCED
FUND FUND FUND FUND TOTAL
-----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income:
Net (depreciation) appreciation in fair
value of investments $(20,922,226) $163,289 $(29,366) $(20,788,303)
Interest 12,803 746,850 $163,207 212 923,072
Dividends 2,880,524 88,019 2,968,543
-----------------------------------------------------------------------
(18,028,899) 910,139 163,207 58,865 (16,896,688)
Contributions (net of transfers between funds) from:
Participants 12,870,786 1,786,961 1,051,320 2,256,851 17,965,918
Employers 10,231,920 10,231,920
-----------------------------------------------------------------------
23,102,706 1,786,961 1,051,320 2,256,851 28,197,838
-----------------------------------------------------------------------
Total additions 5,073,807 2,697,100 1,214,527 2,315,716 11,301,150
Deductions from net assets attributed to:
Benefits paid to participants 9,385,916 391,892 572,837 23,203 10,373,848
-----------------------------------------------------------------------
Net increase (decrease) in net assets (4,312,109) 2,305,208 641,690 2,292,513 927,302
Net assets available for benefits:
Beginning of year 140,503,626 7,399,492 5,533,176 153,436,294
-----------------------------------------------------------------------
End of year $136,191,517 $9,704,700 $6,174,866 $2,292,513 $154,363,596
=======================================================================
</TABLE>
See accompanying notes.
5
<PAGE> 10
Roadway Services, Inc. Stock Savings
and Retirement Income Plan and Trust
(Amended and Restated)
Notes to Financial Statements
December 31, 1994
NOTE A--DESCRIPTION OF THE PLAN
The following description of the Roadway Services, Inc. Stock Savings and
Retirement Income Plan and Trust (Amended and Restated) ("Plan") provides only
general information. Participants should refer to the Plan document for a more
complete description of the Plan's provisions.
GENERAL
The Plan is a defined contribution plan covering eligible employees of Roadway
Services, Inc. and participating domestic subsidiaries ("Employers") not
covered by a collective bargaining agreement. The Plan was established to
encourage eligible employees to save on a regular basis through payroll
deductions. Participation is available to eligible employees who have
completed twelve 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). The
Plan is subject to the provisions of the Employee Retirement Income Security
Act of 1974 (ERISA).
CONTRIBUTIONS
Participants may make before and after tax contributions to the Plan
aggregating up to 10% of their annual compensation subject to Internal Revenue
Service 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 3.5% of annual compensation. 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.
PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's contribution,
their employer's matching contribution, and an allocation of Plan earnings.
The benefit to which a participant is entitled is the benefit that can be
provided from the participant's account.
VESTING
Participants are 100% vested in their contributions and the Employers'
contributions plus actual earnings thereon.
6
<PAGE> 11
Roadway Services, Inc. Stock Savings
and Retirement Income Plan and Trust
(Amended and Restated)
Notes to Financial Statements (continued)
NOTE A--DESCRIPTION OF THE PLAN (CONTINUED)
INVESTMENT OPTIONS
Upon enrollment in the Plan, a participant may direct before tax contributions
in any of four investment funds. 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.
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 Asset Trust. The trust includes certificates of
deposit and debt securities with short-term maturities, including
commercial paper and U. S. Government obligations. The fair 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.
NOTE B--SUMMARY OF ACCOUNTING POLICIES
INVESTMENT VALUATION AND INCOME RECOGNITION
The Plan's investments are stated at fair value. Security transactions are
recorded on a trade date basis.
All administrative fees are paid by Roadway Services, Inc.
7
<PAGE> 12
Roadway Services, Inc. Stock Savings
and Retirement Income Plan and Trust
(Amended and Restated)
Notes to Financial Statements (continued)
NOTE C--INVESTMENTS
The net asset value per share/unit at year end for the respective investment
funds is as follows:
<TABLE>
<CAPTION>
1994 1993
--------------------
<S> <C> <C>
Roadway Services, Inc. Common Stock $56.75 $60.00
Merrill Lynch Corporate Bond Fund, Inc. 10.70 11.92
Merrill Lynch Ready Asset Trust 1.00 1.00
Phoenix Balanced Fund Series 14.83 16.03
</TABLE>
NOTE D--PLAN TERMINATION
Although it has not expressed any intent to do so, the Employers have the right
under the Plan to discontinue their contributions at any time and Roadway
Services, Inc. has the right to terminate the Plan subject to the provisions of
ERISA. In the event of Plan termination, the Plan shall pay all expenses
chargeable against the Plan and shall then distribute all assets to the
participants in proporation to the amounts credited to their accounts at the
date of such termination.
NOTE E--DIFFERENCES BETWEEN FINANCIAL STATEMENTS AND FORM 5500
The following is a reconciliation of net assets available for benefits per the
financial statements to the Form 5500:
<TABLE>
<CAPTION>
DECEMBER 31
1994 1993
-----------------------------------
<S> <C> <C>
Net assets available for benefits per the
financial statements $157,486,378 $154,363,596
Amounts allocated to withdrawn participants (915,548) (1,771,190)
------------ ------------
Net assets available for benefits per the
Form 5500 $156,570,830 $152,592,406
============ ============
</TABLE>
8
<PAGE> 13
Roadway Services, Inc. Stock Savings
and Retirement Income Plan and Trust
(Amended and Restated)
Notes to Financial Statements (continued)
NOTE E--DIFFERENCES BETWEEN FINANCIAL STATEMENTS AND FORM 5500 (CONTINUED)
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500 for the year ended December 31, 1994:
<TABLE>
<CAPTION>
<S> <C>
Benefits paid to participants per the
financial statements $16,705,941
Add amounts allocated on Form 5500 to withdrawn
participants at December 31, 1994 915,548
Less amounts allocated on Form 5500 to withdrawn
participants at December 31, 1993 (1,771,190)
-----------
Benefits paid to participants per the Form 5500 $15,850,299
===========
</TABLE>
Amounts allocated to withdrawn participants are recorded on the Form 5500 for
benefit claims that have been processed and approved for payment prior to year
end but not yet paid.
NOTE F--INCOME TAX STATUS
The Internal Revenue Service ruled on January 13, 1992, that the Plan qualifies
under Section 401(a) of the Internal Revenue Code (IRC) and therefore, the
related trust is not subject to tax under present income tax law. Once
qualified, the Plan is required to operate in conformity with the IRC to
maintain its qualification. 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.
9
<PAGE> 14
Roadway Services, Inc. Stock Savings
and Retirement Income Plan and Trust
(Amended and Restated)
Schedule of Assets Held for Investment Purposes
Roadway Services, Inc. Stock Savings
December 31, 1994
<TABLE>
<CAPTION>
DESCRIPTION OF INVESTMENT,
INCLUDING MATURITY DATE,
IDENTITY OF ISSUE, BORROWER, RATE OF INTEREST, COLLATERAL, CURRENT
LESSOR OR SIMILAR PARTY PAR OR MATURITY VALUE COST VALUE
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Roadway Services, Inc.* 2,373,005 shares common $113,537,778 $134,668,034
stock
Merrill Lynch Corporate Bond 967,543.59 units Corporate 11,099,606 10,352,716
Fund, Inc.--Intermediate Term Bond Fund
Portfolio
Merrill Lynch Ready Assets Trust Short-term Money Market 6,700,119 6,700,119
Fund
Phoenix Balanced Fund Series 321,930.08 units Phoenix 5,070,562 4,774,223
Balanced Fund
------------ ------------
$136,408,065 $156,495,092
============ ============
Assets included as cash and
temporary cash investments
National City Corporation* Money Short-term U. S.
Market Portfolio Government securities $180,156 $180,156
National City Corporation* Treasury Short-term U. S.
Portfolio Government securities 338,809 338,809
-------- --------
$518,965 $518,965
======== ========
</TABLE>
* Indicates party-in-interest to the Plan.
10
<PAGE> 15
Roadway Services, Inc. Stock Savings
and Retirement Income Plan and Trust
(Amended and Restated)
Schedule of Reportable Transactions
Year ended December 31, 1994
<TABLE>
<CAPTION>
CURRENT
EXPENSES VALUE OF NET
WITH ASSET ON GAINS
DESCRIPTION OF PURCHASE SELLING INCURRED COST OF TRANSACTION OR
IDENTITY OF PARTY INVOLVED ASSETS PRICE PRICE TRANSACTION ASSET DATE (LOSS)
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
CATEGORY (III)--SERIES OF TRANSACTIONS IN EXCESS OF 5% OF
THE CURRENT VALUE OF PLAN ASSETS
** Roadway Services, Inc.* Common $26,658,455 $26,658,455 $26,658,455
Stock
** National City Corporation* 32,039,465 32,039,465 32,039,465
Treasury Portfolio $31,526,560 31,526,560 31,526,560
<FN>
* Indicates party-in-interest to the Plan.
** Transactions made on the market.
There were no category (i), (ii) or (iv) reportable transactions during 1994.
</TABLE>
11
<PAGE> 1
Exhibit 23
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
May 26, 1995, 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, 1994.
ERNST & YOUNG LLP
June 26, 1995
