<PAGE> 1
As filed with the Securities and Exchange Commission on December 28, 1995.
Registration Statement No. 33-52605
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
---------------
ROADWAY SERVICES, INC.
(Exact name of issuer as specified in its charter)
OHIO 34-1365496
(State or other (I.R.S. Employer
jurisdiction of incorporation) Identification No.)
1077 GORGE BOULEVARD
P.O.BOX 88
AKRON, OHIO 44309-0088
(Address of principal executive office) (Zip code)
ROADWAY SERVICES, INC.
STOCK SAVINGS AND RETIREMENT INCOME PLAN AND TRUST
(AMENDED AND RESTATED)
(Full title of plan)
DOUGLAS A. WILSON
1077 GORGE BOULEVARD
P.O. BOX 88
AKRON, OHIO 44309-0088
(Name and address of agent for service)
(216) 384-8184
(Telephone number, including area code, of agent for service)
================================================================================
<PAGE> 2
In order to include as new Exhibits 4(d) and 4(e) Amendment No. 1 and
the Form of Amendment No. 2 to the Roadway Services, Inc. Stock Savings and
Retirement Income Plan and Trust (Amended and Restated) respectively, and in
order to include as new Exhibit 24(a) a Power of Attorney on behalf of the
Company and also include new Exhibit 24(b) a Power of Attorney on behalf of the
Plan, Part II of this registration statement is hereby amended and restated in
its entirety as hereinafter set forth.
(i)
<PAGE> 3
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed by Roadway Services, Inc.
(the "Company") and the Roadway Services, Inc. Stock Savings and Retirement
Income Plan and Trust (Amended and Restated) (the "Plan") with the Securities
and Exchange Commission are incorporated herein by reference:
(1) Annual Report of the Company on Form 10-K for the year ended
December 31, 1994;
(2) Annual Report of the Plan on Form 11-K for the year ended
December 31, 1994;
(3) Quarterly Reports of the Company on Form 10-Q for the
quarters ended March 25, 1995; June 17, 1995; and September
9, 1995;
(4) Current Reports of the Company on Form 8-K dated January 17,
1995; August 23, 1995; and November 17, 1995; and
(5) The description of the Company's Common Stock without par
value contained in the Company's Registration Statement filed
pursuant to Section 12 of the Securities Exchange Act of 1934
and any amendments and reports filed for the purpose of
updating that description.
All documents that shall be filed by the Company and the Plan
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934 subsequent to the filing of this registration statement and prior to
the filing of a post-effective amendment indicating that all securities offered
under the Plan have been sold or deregistering all securities then remaining
unsold thereunder shall be deemed to be incorporated herein by reference and
shall be deemed to be a part hereof from the date of filing thereof.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 1701.13(E) of the Ohio Revised Code sets forth conditions
and limitations concerning indemnification of officers, directors and other
persons.
Article IV of the Company's Restated Amended Code of Regulations
provides, in relevant part, as follows:
"The Company shall indemnify each present and future director
and officer of the Company, and each person who at the request of
or at the instance of the Company is now serving or hereafter
serves as a director or officer of any other corporation, against
any costs and expenses which may be imposed on or reasonably
incurred by him in connection with any claim, suit, or proceeding
(whether brought by the Company, such corporation, a receiver, a
trustee, one or more shareholders or creditors, any governmental
body, any public official, any private person, or any other
corporation) hereafter made or instituted in which he may be
involved by reason of his being or having been a director or
officer of the Company or of any other corporation in which he
served or serves as a director or officer at the request of or at
the instance of the Company (whether or not he continues to be a
director or officer at the time of imposition of such costs or
incurring of such expense), such costs and expenses to include the
cost to such director or officer of reasonable settlements (other
than amounts paid to the Company itself or to such other
corporation served at the request of or at the instance of the
Company). The Company shall not, however, indemnify such director
or officer with respect to matters as to which he shall be finally
adjudged in any such action, suit or proceeding to be liable
because of dereliction in the performance of his duties as such
director or
II-1
<PAGE> 4
officer, or (except with the approval of a court of competent
jurisdiction, a disinterested majority of the Board of Directors,
or any committee or group of persons to whom the question may be
referred by the Board) with respect to any matter on which a
settlement is effected if the amount paid by the director or
officer in such settlement shall substantially exceed the expenses
which might reasonably be incurred by him after the date of
settlement in conducting litigation to a final conclusion. The
foregoing right of indemnification shall not be exclusive of other
rights to which any person concerned may be entitled as a matter of
law, and shall inure to the benefit of the heirs, executors, and
administrators of any such person."
In addition, the Company maintains directors' and officers'
reimbursement and liability insurance. The risks covered by such policies
include certain liabilities under the securities laws.
ITEM 8. EXHIBITS.
4(a) Restated Amended Articles of Incorporation of the Company
(filed as Exhibit 4(a) to Post-Effective Amendment No. 1 to
the Company's Registration Statement No. 33-44502 on Form S-8
and incorporated herein by reference).
(b) Restated Amended Code of Regulations of the Company effective
May 10, 1989 (filed as Exhibit 3.2 to the Company's Annual
Report on Form 10-K for the year ended December 31, 1992, and
incorporated herein by reference).
(c) Roadway Services, Inc. Stock Savings and Retirement Income
Plan and Trust (Amended and Restated).
(d) Amendment No. 1 to Roadway Services, Inc. Stock Savings and
Retirement Income Plan and Trust (Amended and Restated).*
(e) Form of Amendment No. 2 to Roadway Services, Inc. Stock
Savings and Retirement Income Plan and Trust (Amended and
Restated).*
23 Consent of Independent Auditors*
24(a) Power of Attorney on behalf of the Company.*
(b) Power of Attorney on behalf of the Plan.*
UNDERTAKING:
The undersigned registrant will submit the Plan and any
amendments thereto to the Internal Revenue Service and will make
all changes required by the Internal Revenue Service in order to
qualify the Plan.
- ---------------
* Filed with this post-effective amendment to registration statement.
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
II-2
<PAGE> 5
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
this Registration Statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in this Registration
Statement. Notwithstanding the foregoing,
any increase or decrease in volume of
securities offered (if the total dollar value
of securities offered would not exceed that
which was registered) and any deviation from
the low or high and of the estimated maximum
offering range may be reflected in the form
of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no
more than 20 percent change in the maximum
aggregate offering price set forth in the
"Calculation of Registration Fee" table in
the effective registration statement;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in this Registration
Statement or any material change to such
information in this Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the registration statement is on Form S-3 or
Form S-8, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section
13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new
Registration Statement relating to the securities
offered therein, and the offering of such
securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities
being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in this Registration Statement
shall be deemed to be a new Registration Statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be in the initial
bona fide offering thereof.
(c) 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 of 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.
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<PAGE> 6
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS
ALL OF THE REQUIREMENTS FOR FILING THIS POST-EFFECTIVE AMENDMENT TO
REGISTRATION STATEMENT ON FORM S-8 AND HAS DULY CAUSED THIS POST-EFFECTIVE
AMENDMENT TO REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF AKRON, STATE OF OHIO, ON
THIS 14TH DAY OF DECEMBER 1995.
ROADWAY SERVICES, INC.
By: /s/ John M. Glenn
-------------------------------
John M. Glenn
Vice President and General Counsel
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<PAGE> 7
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
POST-EFFECTIVE AMENDMENT TO REGISTRATION STATEMENT HAS BEEN SIGNED BY THE
FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Daniel J. Sullivan Director; Chairman of the Board,
------------------------ President, and
Daniel J. Sullivan Chief Executive Officer December 14, 1995
(Principal Executive Officer)
* Douglas A. Wilson Senior Vice President- December 14, 1995
------------------------ Finance and Planning,
Douglas A. Wilson Secretary, and Chief Financial Officer
(Principal Financial Officer)
* Roy E. Griggs Vice President and December 14, 1995
------------------------ Controller (Principal
Roy E. Griggs Accounting Officer)
Director December 14, 1995
------------------------
George B. Beitzel
* Richard A. Chenoweth Director December 14, 1995
------------------------
Richard A. Chenoweth
* Norman C. Harbert Director December 14, 1995
------------------------
Norman C. Harbert
Director December 14, 1995
------------------------
Charles R. Longsworth
* Robert E. Mercer Director December 14, 1995
------------------------
Robert E. Mercer
* G. James Roush Director December 14, 1995
------------------------
G. James Roush
* William Sword Director December 14, 1995
------------------------
William Sword
Director December 14, 1995
------------------------
H. Mitchell Watson, Jr.
* Sarah Roush Werner Director December 14, 1995
------------------------
Sarah Roush Werner
</TABLE>
*This post-effective amendment to registration statement has been
signed on behalf of the above officers and directors by John M. Glenn, Vice
President and General Counsel of the Company, as attorney-in-fact pursuant to a
power of attorney filed as Exhibit 24(a) to this post-effective amendment to
registration statement.
DATED: December 14, 1995 By: /s/ John M. Glenn
------------------------------------
John M. Glenn, Attorney-in-Fact
II-5
<PAGE> 8
THE PLAN. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933,
THE TRUSTEES (OR OTHER PERSONS WHO ADMINISTER THE EMPLOYEE BENEFIT PLAN) HAVE
DULY CAUSED THIS AMENDMENT TO REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF
BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF AKRON, STATE OF
OHIO, ON DECEMBER 14, 1995.
ROADWAY SERVICES, INC. STOCK SAVINGS AND
RETIREMENT INCOME PLAN AND TRUST
* By: DOUGLAS A. WILSON
-----------------------------------------
Name: Douglas A. Wilson
Title: Chairman of the Stock Savings and
Retirement Income Plan and Trust
Committee
* This post-effective amendment to registration statement has been
signed on behalf of the Roadway Services, Inc. Stock Savings and Retirement
Income Plan and Trust by John M. Glenn, Vice President and General Counsel of
the registrant, as attorney-in- fact pursuant to a power of attorney filed as
Exhibit 24(b) to this post-effective amendment to registration statement.
DATED: December 14, 1995 By: /s/ John M. Glenn
-----------------------------------
John M. Glenn, Attorney-in-Fact
II-6
<PAGE> 9
EXHIBIT INDEX
<TABLE>
<CAPTION>
Page Number in
Sequentially
Exhibit Number Exhibit Description Numbered Copy
- -------------- ------------------- --------------
<S> <C> <C>
4(a) Restated Amended Articles of Incorporation
of the Company (filed as Exhibit 4(a)
to Post-Effective Amendment No. 1 to the
Company's Registration Statement No. 33-44502
on Form S-8 and incorporated herein by
reference). ___
(b) Restated Amended Code of Regulations of
the Company effective May 10, 1989 (filed
as Exhibit 3.2 to the Company's Annual
Report on Form 10-K for the year ended
December 31, 1992, and incorporated herein
by reference). ___
(c) Roadway Services, Inc. Stock Savings and
Retirement Income Plan and Trust (Amended and ___
Restated).
(d) Amendment No. 1 to Roadway Services, Inc.
Stock Savings and Retirement Income Plan and
Trust (Amended and Restated).* 10
(e) Form of Amendment No. 2 to Roadway
Services, Inc. Stock Savings and Retirement
Income Plan and Trust (Amended and 13
Restated).*
23 Consent of Independent Auditors.* 27
24(a) Power of Attorney on behalf of the Company.* 28
(b) Power of Attorney on behalf of the Plan.* 29
</TABLE>
- ---------------
* Filed with this post-effective amendment to registration statement.
II-7
<PAGE> 1
Exhibit 4(d)
AMENDMENT 1
ROADWAY SERVICES, INC.
STOCK SAVINGS RETIREMENT INCOME PLAN AND TRUST
(AMENDED AND RESTATED)
------------------------
This Amendment 1 is made and executed this 6th day of June, 1994 by and
between Roadway Services, Inc. (hereinafter referred to as "Company") and
National City Bank, Cleveland, Ohio (hereinafter referred to as the "Trustee")
and is effective as set forth herein.
WITNESSETH
WHEREAS, the Plan was amended and restated in its entirety effective as of
January 1, 1994;
WHEREAS, the Plan Article XIII sets forth the provisions whereby the Plan
may be amended;
WHEREAS, the Company and Trustees desire to amend the Plan;
NOW THEREFORE, in consideration of the premises and mutual covenants herein
contained, it is hereby agreed by and between the Company and Trustee as
follows.
1. Effective as of April 19, 1994, Section 4.4 of the Plan is deleted in
its entirety and replaced by the following:
4.4 Changes in Contributions
The percentage or percentages designated by a Participant pursuant
to Section 4.1 shall continue in effect, notwithstanding any changes in
the Participant's Compensation. A Participant may, however, in
accordance with the percentages permitted by Sections 4.1 and 4.2,
change the percentage of his
<PAGE> 2
Before-Tax Contributions and/or his After-Tax Contributions effective
as of the first pay period of any calendar quarter upon prior written
notice filed with the Plan Administrator within such period established
by the Plan Administrator except that such change in percentage of his
Before-Tax Contributions and/or his After-Tax Contributions shall be
effective pursuant to an accelerated schedule established by the Plan
Administrator when it is requested by a Participant who is (1)(a) a
non-union employee of Roadway Express, Inc., Roadway Services, Inc.,
Summit Information Systems, Inc., Roadway Tire Company, Inc. or a
similarly situated Employer within the Controlled Group and (b) subject
to a Temporary Base Pay Reduction Program implemented by his Employer
("Affected Participants") in each case due to a work stoppage related
to a collective bargaining process between Roadway Express, Inc. and
the Teamsters Union ("a Work Stoppage Event") or (2) an Impacted
Participant as defined in subsection 8.6 (a)(iv). Notwithstanding the
foregoing, the Plan Administrator may, pursuant to uniform
nondiscriminatory procedures, increase the Participant's After-Tax
Contributions for the remainder of the Plan Year if such Participant's
Before-Tax Contributions are ceased as a result of the application of
Section 4.6
2. Effective as of April 19, 1994, Section 4.5 of the Plan is deleted in
its entirety and replaced by the following:
4.5 Suspension and Resumption of Contributions
Upon prior written notice filed with the Plan Administrator,
within such period established by the Plan Administrator, a Participant
may at any time suspend his Before-Tax Contributions and/or After-Tax
Contributions effective with the start
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<PAGE> 3
of the next payroll period following the expiration of such period,
provided such suspension must be made for not less than one (1)
calendar quarter, except that in the case of a suspension by an
Affected Participant or an Impacted Participant, such period of
suspension shall cease effective as of (i) the end of a Work Stoppage
Event and the Participant no longer qualifying as an Affected or
Impacted Participant, or (ii) such later Enrollment Date as the
Participant may elect. A Participant who has so suspended his
Before-Tax Contributions and/or After-Tax Contributions may, upon prior
written notice filed with the Plan Administrator, within such period
established by the Plan Administrator, resume making such Contributions
as of the first full pay period following such period of suspension if
he is an Eligible Employee on such date.
3. Effective as of April 6, 1994, Section 8.6 of the Plan is deleted in
its entirety and replaced by the following:
8.6 Withdrawal Requested by Participant
(a) Upon prior written notice filed with the Plan Administrator,
within such period established by the Plan Administrator, a Participant may
withdraw all or a portion of his Account as provided and in the order set
forth below:
(i) A Participant may withdraw all or a part of the portion of
his Account attributable to After-Tax Contributions credited to his
Account before January 1, 1987 (excluding earnings and appreciation
thereon);
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<PAGE> 4
(ii) A Participant who has withdrawn all such pre-1987 After-Tax
Contributions may withdraw all or a part of his Account attributable to
the remaining After-Tax Contributions credited to his Account
(including earnings and appreciation thereon);
(iii) A Participant who has withdrawn all such pre-1987 and
post-1986 After-Tax Contributions may withdraw all or part of his
Account attributable to the earnings and appreciation on his pre-1987
After-Tax Contributions;
(iv) A Participant who has withdrawn all amounts attributable to
his After-Tax Contributions may withdraw all or a part of his Account
attributable to Matching Employer Contributions (including earnings and
appreciation thereon); provided, however, that, except in the case of
withdrawal made by a Participant who is (a) a non-union employee of
Roadway Express, Inc., Roadway Services, Inc., Summit Information
Systems, Inc,, Roadway Tire, Co., Inc. or a similarly situated Employer
within the Controlled Group and (b) laid off or subject to a 50 percent
or more reduction in regularly scheduled hours of employment ("Impacted
Participants"), in each case due to a Work Stoppage Event, Matching
Employer Contributions (including earnings and appreciation thereon)
that have not been held in his Account for at least two (2) years may
not be so withdrawn unless the Participant has been a Participant in
the Plan for at least five (5) years;
(v) A Participant who is at least fifty-nine and one-half
(59 1/2) years old, who has withdrawn all amounts described in
Paragraphs (i) through (iv)
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<PAGE> 5
of this Subsection may withdraw all or a part of his Account
attributable to Before-Tax Contributions (excluding any income
allocable thereto).
(b) Any withdrawal requested pursuant to this Section prior to a
Participant's Termination of Employment will continue to be processed
pursuant to this Section notwithstanding a Participant's subsequent
Termination of Employment.
4. Effective as of April 6, 1994, Section 8.7 of the Plan is deleted in its
entirety and replaced by the following:
8.7 Suspension of Contributions Upon Withdrawal
(a) Any Participant who makes a withdrawal pursuant to Sections
8.6(a)(i) through 8.6(a)(iii) may not make any After-Tax Contributions or
have any Before-Tax Contributions or Matching Employer Contributions made
for him for six (6) months thereafter.
(b) Any Participant who makes a withdrawal pursuant to Section
8.6(a)(iv) or 8.6(a)(v) may not make any After-Tax Contributions or have any
Before-Tax Contributions or Matching Employee Contributions made for him for
twelve (12) months thereafter.
(c) Notwithstanding the preceding provisions of this Section, any
Impacted Participant who makes a withdrawal pursuant to Section 8.6(a)
during a Work Stoppage Event may not make any After-Tax Contributions or
have any Before-Tax Contributions
-5-
<PAGE> 6
or Matching Employer Contributions made for him during the duration of a
Work Stoppage Event.
(d) A Participant's Contributions that have been suspended pursuant
to this Section will resume as of the first pay period following such period
of suspension if he is a Covered Employee on that date. The period of
suspension for an Impacted Participant who makes a withdrawal pursuant to
Section 8.6(a) during a Work Stoppage Event shall cease effective as of (i)
the end of the Work Stoppage Event and the Participant no longer qualifying
as an Impacted Participant, (ii) or such later time as the Participant may
elect.
IN WITNESS WHEREOF the Company has caused this Amendment 1 to be executed by
its duly appointed officer, and the Trustee has signed this Amendment as of the
date first written.
In the presence of: ROADWAY SERVICES, INC.
/s/ By: /s/ J.P. CHANDLER
- ---------------------------------- -------------------------------------
J.P. Chandler
Vice President - Administration and
Treasurer
NATIONAL CITY BANK
/s/ By: /s/
- ---------------------------------- -------------------------------------
"TRUSTEE"
-6-
<PAGE> 1
Exhibit 4(e)
AMENDMENT NO. 2
TO THE
ROADWAY SERVICES, INC.
STOCK SAVINGS AND RETIREMENT INCOME
PLAN AND TRUST
(Amended and Restated Effective January 1, 1994)
THIS AMENDMENT NO. 2 is made and executed this ____ day of
___________________, 1995, by and between Roadway Services, Inc. (hereinafter
referred to as the "Company") and National City Bank, Cleveland, Ohio
(hereinafter referred as the "Trustee"). Except as otherwise specified herein,
this Amendment No. 2 shall be effective January 1, 1996.
WITNESSETH:
WHEREAS, effective January 1, 1979, Roadway Express, Inc.
established the Roadway Express, Inc. Employee Stock Savings Plan and Trust;
WHEREAS, effective July 30, 1982, Roadway Express, Inc. became
a wholly owned subsidiary of Roadway Services, Inc., an Ohio corporation,
pursuant to an Agreement and Plan of Merger and Reorganization, and, effective
January 1, 1983, Roadway Services, Inc. adopted the Plan, the name of which was
changed to the Roadway Services, Inc. Employees Stock Savings Plan and Trust
(Amended and Restated);
WHEREAS, effective January 1, 1989, the name of the Plan was
changed to the Roadway Services, Inc. Stock Savings and Retirement Income Plan
and Trust (Amended and Restated);
WHEREAS, the Plan was last amended and restated effective
January 1, 1994;
<PAGE> 2
2
WHEREAS, on or about January 1, 1996, Roadway Express, Inc.
will, pursuant to a spin-off, no longer be affiliated with the Company;
WHEREAS, Article XIII of the Plan sets forth the provisions
whereby the Plan may be amended; and
WHEREAS, the Company desires to amend the Plan to reflect the
spin-off of Roadway Express, Inc.
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, it is agreed by and between the Company and the
Trustee as follows:
1. Section 1.3 of the Plan is hereby amended by the
addition of a new Subsection (f) at the end thereof to read as follows:
(f) Notwithstanding any other provision of the Plan, a
Participant who is an employee of Roadway Express, Inc. on January 1,
1996 shall not be eligible to receive his entire account balance from
the Plan until he terminates employment with Roadway Express, Inc.
after December 31, 1995. On and after the transfer of accounts from
the Plan to the trust established under the Roadway Express, Inc.
401(k) Stock Savings Plan (the "REX Savings Plan Trust"), all benefits
payable to a Participant who is an employee of Roadway Express, Inc.
on or after January 1, 1996 on account of participation in the Plan
for whom accounts are transferred pursuant to such Agreement shall be
paid from the REX Savings Plan Trust.
<PAGE> 3
3
2. Section 2.13 of the Plan is hereby amended in its
entirety to read as follows:
2.13 Contributions
"Contributions" mean any one or more of After-Tax
Contributions, Before-Tax Contributions, Matching Employer
Contributions and Rollover Contributions, as the context requires.
3. Section 2.36 of the Plan is hereby amended by the
addition of a new Subsection (f) at the end thereof to read as follows:
(f) (Roadway Express, Inc.) An Employee's Period of
Service shall not include service with Roadway Express, Inc. on or
after January 1, 1996.
4. New Sections 2.41A, 2.41B and 2.41C are hereby added
to the Plan immediately following Section 2.41 to read as follows:
2.41A REX Stock
"REX Stock" means the voting common stock of Roadway Express,
Inc.
2.41B REX Stock Fund
"REX Stock Fund" means the Investment Fund described in
Section 7.1, which is invested solely in REX Stock.
2.41C Rollover Contributions
"Rollover Contributions" means cash or other property
acceptable to the Committee received and held by the Trustee pursuant
to the provisions of Section 4.12.
<PAGE> 4
4
5. Section 2.45 of the Plan is hereby amended by the
addition of the following sentence at the end thereof:
A Participant who is employed by Roadway Express, Inc. on January 1,
1996 shall not be considered to have incurred a Termination of
Employment as a result of the distribution of REX Stock by the
Company.
6. The second sentence of Section 4.4 of the Plan is
amended in its entirety to read as follows:
A Participant may, however, in accordance with the percentages
permitted by Sections 4.1 and 4.2, change the percentage of his
Before-Tax Contributions and/or his After-Tax Contributions effective
as of the first pay period of any calendar quarter upon prior written
notice filed with the Plan Administrator within such period
established by the Plan Administrator.
7. The first sentence of Section 4.5 of the Plan is
hereby amended in its entirety to read as follows:
Upon prior written notice filed with the Plan Administrator, within
such period established by the Plan Administrator, a Participant may
at any time suspend his Before-Tax Contributions and/or After-Tax
Contributions effective with the start of the next payroll period
following the expiration of such period, provided such suspension must
be made for not less than one (1) calendar quarter.
8. A new Section 4.12 is hereby added to the Plan
immediately following Section 4.11 to read as follows:
4.12 Rollover Contributions
The Trustee shall, at the direction of the Committee, receive
and thereafter hold and administer as a part of the Trust Fund for a
Covered Employee cash or other property acceptable to the Committee
which shall have been distributed to the Participant from a trust
(which is described in Code Section 401(a) and exempt from tax under
Code Section 501(a)) under another plan in which the Participant was a
participant in a distribution which constitutes an "eligible rollover
distribution" under Code Section 401(a)(31) or Code Section 402(c)(4).
The Committee may impose such requirements as it deems necessary to
insure, to the
<PAGE> 5
5
extent possible, that the amounts proposed to be transferred hereto
comply with the requirements of this Section.
9. The first sentence of Subsection (a) of Section 7.1
of the Plan is hereby amended in its entirety to read as follows:
The Trust Fund will be divided into the Company Stock Fund and such
additional Investment Funds as the Company may in its discretion
select or establish (which may be more fully described in Exhibit B),
and Contributions will be invested in the Investment Funds as provided
in Section 7.5
10. The first sentence of Section 7.2 of the Plan is
hereby amended in its entirety to read as follows:
The Plan Administrator shall establish and maintain, or cause to be
established and maintained, an Account for each Participant, which
Account will reflect, pursuant to Sub-Accounts established and
maintained thereunder, the amount, if any, of the Participant's (a)
Before-Tax Contributions, (b) After-Tax Contributions, (c) Matching
Employer Contributions and (d) Rollover Contributions.
11. The fourth sentence of Subsection 7.4(b) of the Plan
is hereby amended in its entirety to read as follows:
For this purpose, the transfer of funds to or from an Investment Fund
pursuant to Section 7.6, Contributions allocated to an Investment
Fund, and payments, distributions and withdrawals from an Investment
Fund to provide benefits under the Plan for Participants or
Beneficiaries will not be deemed to be income or losses of the
Investment Fund.
<PAGE> 6
6
12. Subsection 7.4(d) of the Plan is hereby amended in
its entirety to read as follows:
(d) Except as provided in Section 7.5 or as may
otherwise be provided by the Committee, Contributions shall be
credited to each Participant's Account and allocated in accordance
with the investment option chosen by such Participant to the
Investment Funds as of the first Valuation Date on or after such
Contribution is made.
13. Subsection 7.5(b) of the Plan is hereby amended in
its entirety to read as follows:
(b) Each Participant may, by written direction to the
Plan Administrator, direct that Before-Tax Contributions, After-Tax
Contributions and Rollover Contributions made by or for him be
invested in one or more Investment Funds subject to the following
limitations:
(i) a Participant may, after the Plan Year in which he
attains age fifty-five (55), direct the investment of all or a
portion of his Before-Tax and After-Tax Contributions; and
(ii) a Participant may, regardless of his age, direct the
investment of his Rollover Contributions and that portion of
his Before-Tax Contributions that have not been used in
determining the allocation of Matching Employer Contributions
to his Account pursuant to Section 5.2.
14. Subsection 7.5(c) of the Plan is hereby amended in
its entirety to read as follows:
(c) An investment direction by a Participant shall remain
in effect and be applicable to all subsequent Before-Tax
Contributions, After-Tax Contributions and Rollover Contributions, as
applicable, made by or on behalf of the Participant unless and until
an investment change is made by him and becomes effective pursuant to
Section 7.6.
15. Subsection 7.6(a) of the Plan is hereby amended in
its entirety to read as follows:
<PAGE> 7
7
(a) Each Participant who is eligible to direct the
investment of all or a portion of his Before-Tax Contributions,
After-Tax Contributions and Rollover Contributions pursuant to Section
7.5(b) may, by written direction to the Plan Administrator, change his
investment direction with respect to such future Contributions and/or
may direct that all or a portion of his Account that is attributable
to such prior Contributions (including earnings and appreciation
thereon) be transferred from one Investment Fund to another Investment
Fund. Notwithstanding the preceding sentence, a Participant who is an
employee of Roadway Express, Inc. on January 1, 1996 shall not be
permitted to change his investment direction on or after January 1,
1996.
16. Subsection 7.8(b) of the Plan is hereby amended by
the addition of the parenthetical "(or such other date as the Plan
Administrator may designate)" after the word "November" each time such word
appears therein.
17. The portion of Subsection 8.6(a) preceding the colon
is hereby amended in its entirety to read as follows:
(a) Upon prior written notice filed with the Plan
Administrator, within such period established by the Plan
Administrator, a Participant may withdraw all or a portion of his
Account (rounded to a whole share or unit) as provided and in the
order set forth below:
18. Subsection 8.6(a) of the Plan is hereby amended by
the addition of a new Paragraph (iv) immediately following Paragraph (iii) to
read as follows, and subsequent Paragraphs of Subsection 8.6(a) are
redesignated (v) and (vi) respectively:
<PAGE> 8
8
(iv) A Participant who has withdrawn all amounts
attributable to his After-Tax Contributions may withdraw all or
a portion of his Account attributable to his Rollover
Contributions (including the net earnings thereon).
19. Paragraphs (v) and (vi) (as redesignated by Section
18 of this Amendment) of Subsection 8.6(a) of the Plan are hereby amended in
their entirety to read as follows:
(v) A Participant who has withdrawn all amounts
described in Paragraphs (i) through (iv) of this Subsection may
withdraw all or a portion of his Account attributable to
Matching Employer Contributions (including earnings and
appreciation thereon); provided, however, that Matching
Employer Contributions (including earnings and appreciation
thereon) that have not been held in his Account for at least
two (2) years may not be so withdrawn unless the Participant
has been a Participant in the Plan for at least five (5) years;
(vi) A Participant who is least fifty-nine and one-half
(59 1/2) years old, who has withdrawn all amounts described in
Paragraphs (i) through (v) of this Subsection may withdraw all
or a portion of his Account attributable to Before-Tax
Contributions (excluding any income allocable thereto).
20. Subsection 8.7(b) of the Plan is hereby amended in
its entirety to read as follows:
(b) Any Participant who makes a withdrawal pursuant to Section
8.6(a)(v) or 8.6(a)(vi) may not make any After-Tax Contributions or
have any Before-Tax Contributions or Matching Employer Contributions
made for him for twelve (12) months thereafter.
21. Section 8.7 of the Plan is hereby amended by the
deletion of Subsection (c) thereof.
<PAGE> 9
9
22. Subsection 8.7(d) of the Plan is hereby redesignated
as Subsection 8.7(c) and amended by the deletion of the second sentence
thereof.
23. Subsection 8.8(a) of the Plan is hereby amended by
the addition of the following new sentence at the end thereof:
Notwithstanding any other provision of this Section, effective
December 15, 1995, a Participant who is an employee of Roadway
Express, Inc. is not entitled to a withdrawal on account of Hardship.
24. The first sentence of Section 9.1 of the Plan is
hereby amended in its entirety to read as follows:
The Trustee shall invest Contributions paid to it and earnings thereon
in accordance with Section 9.2.
25. Section 15.4 of the Plan is hereby amended by
substituting the phrase "Employer Matching Contributions" with the phrase
"Matching Employer Contributions".
26. Section 16.4 of the Plan is hereby amended by
substituting the phrase "Employer Matching Contributions" with the phrase
"Matching Employer Contributions" each time such phrase appears therein.
27. Exhibit A to the Plan is hereby amended by the
addition of the parenthetical "(ceased to be an Employer as of January 1,
1996)" after "Roadway Express, Inc."
<PAGE> 10
10
28. Exhibit B to the Plan is hereby amended by changing
the title of Exhibit B to read
"Additional Investment Funds Pursuant to Section 7.1
As of January 1, 1996"
and by the addition of new Paragraphs (4) and (5) to read as follows:
(4) The REX Stock Fund, to be invested in REX Stock. The
REX Stock Fund shall be subject to the terms and conditions of
Exhibit C.
(5) Effective January 1, 1995, the Mutual Beacon Fund
that seeks as its principal investment objective capital appreciation,
which may occasionally be short term. A secondary objective is
income. The general investment policy is to invest in common stock,
preferred stock and corporate debt securities, which may be
convertible into common stock. Although the Fund may invest in
securities from any size issuer, it will tend to invest in securities
of issuers with market capitalizations in excess of $500 million.
There are no pre-set limits as to the percentage of the Fund's
portfolio which may be invested in equity securities, debt securities
or cash equivalents.
29. A new Exhibit C is hereby added to the Plan
immediately following Exhibit B to read as follows:
EXHIBIT C
REX Stock Fund
The REX Stock Fund shall be subject to the following terms and
conditions:
(1) Dividends, interest and other distributions other
than REX Stock received by the Trustee in respect of the REX Stock
Fund shall be invested solely in the Company Stock Fund.
(2) Subject to the provisions of Section 7.8, a
Participant may, regardless of his age, by written direction to the
Plan Administrator, direct that all or any portion of his Account
which is invested in the REX Stock Fund and not otherwise eligible for
<PAGE> 11
11
diversification pursuant to Section 7.5(b)(i) or (ii), be transferred
solely to the Company Stock Fund. A Participant may not, however,
direct the transfer of any portion of his Account not currently
invested in the REX Stock Fund into the REX Stock Fund.
(3) Each Participant shall be entitled to
instruct the Trustee as to the voting of any full or partial
shares of REX Stock allocated to his Account as of the
applicable record date. Prior to such voting, the Participant
shall receive a copy of the proxy solicitation materials and a
blank form to instruct confidentially the Trustee how to vote
the shares of REX Stock allocated to his Account as of the
applicable record date. Upon receipt of such instructions,
the Trustee shall vote the shares (or, as applicable, exercise
any dissenter's rights) as instructed. The Trustee shall vote
all other REX Stock in its possession (including shares for
which it does not receive instruction from Participants) in
accordance with Section 9.4(b).
(4) Each Participant shall be entitled to
instruct the Trustee as to the tendering of any full or
partial shares of REX Stock allocated to his Account. Prior
to such tendering, the Participant shall receive a copy of the
material relating to such tender decision and a blank form to
instruct confidentially the Trustee whether to tender the
shares of REX Stock allocated to his Account. Upon receipt of
such instructions, the Trustee shall act with respect to such
shares as instructed. The Trustee shall decide whether or not
to tender all other REX Stock in its possession (including
shares for which it does not receive instruction from
Participants) in accordance with Section 9.4(b).
(5) The operation and administration of the REX
Stock Fund shall be subject to the provisions of the Plan to
the extent not inconsistent with the provisions of this
Exhibit.
<PAGE> 12
12
IN WITNESS WHEREOF, the Company and the Trustee have caused
this Amendment No. 2 to be executed by their duly appointed officers.
In the presence of: ROADWAY SERVICES, INC.
By:
- ---------------------- ------------------------
Title:
---------------------
Date:
----------------------
NATIONAL CITY BANK
By:
- ----------------------- ------------------------
Title:
---------------------
Date:
----------------------
<PAGE> 1
Exhibit 23
Consent of Independent Auditors
We consent to the incorporation by reference in Post-Effective Amendment No. 1
to the Registration Statement (Form S-8 No. 33-52605) pertaining to the Stock
Savings and Retirement Income Plan and Trust (Amended and Restated) of Roadway
Services, Inc. of our reports (a) dated January 24, 1995, with respect to the
consolidated financial statements of Roadway Services, Inc. incorporated by
reference in its Annual Report (Form 10-K) and the related financial statement
schedule included therein and (b) dated May 26, 1995, with respect to the
financial statements and schedules of the Roadway Services, Inc. Stock Savings
and Retirement Income Plan and Trust (Amended and Restated) included in the
Plan's Annual Report (Form 11-K), both for the year ended December 31, 1994,
filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Akron, Ohio
December 27, 1995
<PAGE> 1
Exhibit 24(a)
DIRECTORS AND OFFICERS OF
ROADWAY SERVICES, INC.
STOCK SAVINGS AND RETIREMENT INCOME PLAN AND TRUST
REGISTRATION STATEMENT ON FORM S-8
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
and officers of Roadway Services, Inc., an Ohio corporation (the "Company"),
hereby constitutes and appoints John M. Glenn and Douglas A. Wilson, and each
of them, with full power of substitution and resubstitution, as the true and
lawful attorney-in-fact and agent of the undersigned, to sign and file on his
behalf and in his name, place and stead, in any and all capacities, under the
Securities Act of 1933, one or more Registration Statements on Form S-8
relating to the registration, offer, and sale of such number of shares of
common stock, without par value, as shall be determined from time to time,
issued and to be issued or acquired in connection with the Company's Stock
Savings and Retirement Income Plan and Trust (the "Plan") and participation
interests in the Plan, and any and all amendments and exhibits thereto,
including post-effective amendments, and any and all applications or other
documents to be filed with the Securities and Exchange Commission or any state
regulatory authority, including any state securities regulatory board or
commission, pertaining to the securities subject to such registrations, with
full power and authority to do and perform any and all acts and things
whatsoever required and necessary to be done in the premises, hereby ratifying
and approving the acts of said attorney and any such substitute.
EXECUTED this 14th day of December, 1995.
/s/ G. James Roush
-------------------------------- ------------------------------------------
George B. Beitzel G. James Roush
/s/ Richard A. Chenoweth /s/ Daniel J. Sullivan
-------------------------------- ------------------------------------------
Richard A. Chenoweth Daniel J. Sullivan
/s/ Roy E. Griggs /s/ William Sword
-------------------------------- ------------------------------------------
Roy E. Griggs William Sword
/s/ Norman C. Harbert
-------------------------------- ------------------------------------------
Norman C. Harbert H. Mitchell Watson Jr.
/s/ Sarah Roush Werner
-------------------------------- ------------------------------------------
Charles R. Longsworth Sarah Roush Werner
/s/ Robert E. Mercer /s/ Douglas A. Wilson
-------------------------------- ------------------------------------------
Robert E. Mercer Douglas A. Wilson
<PAGE> 1
Exhibit 24(b)
ROADWAY SERVICES, INC.
STOCK SAVINGS AND RETIREMENT INCOME PLAN AND TRUST
REGISTRATION STATEMENT ON FORM S-8
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned members
of the Roadway Services, Inc. Stock Savings and Retirement Income Plan and
Trust Committee hereby constitutes and appoints John M. Glenn and Douglas A.
Wilson, and each of them, with full power of substitution and resubstitution,
as the true and lawful attorney-in-fact and agent of the undersigned, to sign
and file on his behalf and in his name, place and stead, in any and all
capacities, under the Securities Act of 1933, one or more Registration
Statements on Form S-8 relating to the registration, offer, and sale of
participations and participation interests in the Roadway Services, Inc. Stock
Savings and Retirement Income Plan and Trust, as the same may from time to time
hereafter be amended or restated (the "Plan"), and any and all amendments and
exhibits thereto, including post-effective amendments, and any and all
applications or other documents to be filed with the Securities and Exchange
Commission or any state regulatory authority, including any state securities
regulatory board or commission, pertaining to the securities subject to such
registrations, with full power and authority to do and perform any and all acts
and things whatsoever required and necessary to be done in the premises, hereby
ratifying and approving the acts of said attorney and any such substitute.
EXECUTED this 14th day of December, 1995.
/s/ D. C. Brown /s/ Douglas A. Wilson
-------------------------------- --------------------------------------------
D. C. Brown Douglas A. Wilson
/s/ T. R. Warren
- ---------------------------------
T. R. Warren
