<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM 10-K/A
<TABLE>
<S> <S>
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED,
EFFECTIVE OCTOBER 7, 1996).
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
FOR THE TRANSITION PERIOD FROM ________ TO ________
</TABLE>
COMMISSION FILE NUMBER 0-11300
BUILDERS TRANSPORT, INCORPORATED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<C> <C>
DELAWARE 58-1186216
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
2029 W. DEKALB ST., 29020-7005
POST OFFICE BOX 7005, CAMDEN, SC (Zip Code)
(Address of Principal Executive Offices)
</TABLE>
(803) 432-1400
(Registrant's Telephone Number, Including Area Code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
COMMON STOCK, PAR VALUE $.01 PER SHARE
8% CONVERTIBLE SUBORDINATED DEBENTURES DUE AUGUST 15, 2005
6 1/2% CONVERTIBLE SUBORDINATED DEBENTURES DUE MAY 1, 2011
(Titles of Classes)
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. Yes X No
Indicate by check mark if disclosure of delinquent files pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
State the aggregate market value of the voting stock held by non-affiliates
of the registrant: $16,830,665 as of March 21, 1997.
Indicate the number of shares outstanding of each of the registrant's
classes of common stock as of the latest practicable date: the number of shares
outstanding as of March 21, 1997, of the registrant's only issued and
outstanding class of stock, its $0.01 per share par value common stock, was
5,284,019.
DOCUMENTS INCORPORATED BY REFERENCE
The information set forth under Items 10, 11, 12 and 13 of Part III of this
Report is incorporated by reference from the registrant's definitive proxy
statement for the 1997 annual meeting of stockholders that will be filed no
later than April 30, 1997.
================================================================================
<PAGE> 2
Builders Transport, Incorporated files this Amendment No. 1 to its Annual Report
on Form 10-K for the year ended December 31, 1996 to place on file certain
portions of Exhibit 24 that were inadvertently omitted by the Company's
financial printer from the electronic transmission of the original filing.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized.
BUILDERS TRANSPORT, INCORPORATED
By *
------------------------------------
Stanford M. Dinstein
Vice Chairman, Chief Executive
Officer and Director
March 28, 1997
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
on Form 10-K has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
* Chairman of the Board and March 28, 1997
- ----------------------------------------------------- Director
David C. Walentas
* Vice Chairman, Chief Executive March 28, 1997
- ----------------------------------------------------- Office and Director
Stanford M. Dinstein
* President, Chief Operating March 28, 1997
- ----------------------------------------------------- Officer and Director
John R. Morris
* Chief Financial Officer and March 28, 1997
- ----------------------------------------------------- Treasurer (Principal
T. M. Guthrie Financial Officer and
Principal Accounting Officer)
* Director March 28, 1997
- -----------------------------------------------------
Arthur C. Baxter
* Director March 28, 1997
- -----------------------------------------------------
Pierson G. Mapes
* Director March 28, 1997
- -----------------------------------------------------
Frederick S. Morton
</TABLE>
41
<PAGE> 3
<TABLE>
<CAPTION>
SIGNATURE
---------
<C> <S> <C>
For the Directors and officers indicated above.
/s/ T.M. GUTHRIE
- -----------------------------------------------------
T. M. Guthrie
Attorney-in-fact
* T. M. Guthrie, pursuant to Powers of Attorney dated
prior to the date hereof, executed by the officers
and Directors listed above and filed with the
Securities and Exchange Commission, by signing his
name hereto does hereby sign and execute this
Report on Form 10-K of Builders Transport,
Incorporated, on behalf of the Company and each of
the Directors and officers indicated above, in the
capacities in which such names appear above.
</TABLE>
42
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIAL
NO. EXHIBIT PAGE NO.
- ------- ------- ----------
<C> <S> <C> <C>
3.1 -- Amended and Restated Certificate of Incorporation of the
Company, incorporated by reference to Exhibit 3.1 to the
Company's Quarterly Report for the quarter ended June 30,
1992, on Form 10-Q, filed August 14, 1992...................
3.2 -- Amended and Restated Bylaws of the Company, as amended,
incorporated by reference to Exhibit 3.2 to the Company's
Annual Report on Form 10-K for the year ended December 31,
1993, filed March 31, 1994..................................
4.1 -- Indenture between the Company and The First National Bank of
Maryland, dated as of August 15, 1985, incorporated by
reference to Exhibit (4)B to the Company's Amendment No. 1
to Registration Statement on Form S-1, filed August 29, 1985
(No. 2-99727)...............................................
4.2 -- Indenture between the Company and The First National Bank of
Maryland, dated as of May 1, 1986, incorporated by reference
to Exhibit (4)B to the Company's Amendment No. 1 to
Registration Statement on Form S-1, filed May 1, 1986 (No.
33-5057)....................................................
4.3 -- First Supplemental Indenture between the Company and The
First National Bank of Maryland, dated as of September 1,
1986, incorporated by reference to Exhibit 4a1 to the
Company's Quarterly Report for the quarter ended September
30, 1986 on Form 10-Q, filed November 14, 1986..............
10.1* -- Builders Transport, Incorporated Restated 1986 Incentive
Stock Option Plan, incorporated by reference to Exhibit 10.1
to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1994, filed August 11, 1994..........
10.2 -- Stock Purchase Agreement dated as of December 21, 1989, by
and between the Company and AmSouth Bank N.A., as Trustee
(subsequently assigned to National Bank of Commerce) under
the stock benefit plan, incorporated by reference to Exhibit
1 to the Company's Report on Form 8-K, filed December 29,
1989........................................................
10.3 -- Secured Loan Agreement dated as of December 21, 1989, by and
among Builders Transport, Incorporated, the Subsidiaries,
and AmSouth Bank N.A., as Trustee (subsequently assigned to
National Bank of Commerce) under the stock benefit plan,
incorporated by reference to Exhibit 4 to the Company's
Report on Form 8-K, filed December 29, 1989.................
10.4 -- First Amendment dated as of January 1, 1994, to Secured Loan
Agreement dated as of December 21, 1989 (subsequently
assigned to National Bank of Commerce) incorporated by
reference to Exhibit 10.4 to the Company's Annual Report on
Form 10-K for the year ended December 31, 1993, filed March
31, 1994....................................................
10.5 -- Pledge Agreement dated as of December 21, 1989, by and among
the Company, the Subsidiaries, and AmSouth Bank N.A., as
Trustee (subsequently assigned to National Bank of Commerce)
under the stock benefit plan, incorporated by reference to
Exhibit 5 to the Company's Report on Form 8-K filed December
29, 1989....................................................
</TABLE>
<PAGE> 5
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIAL
NO. EXHIBIT PAGE NO.
- ------- ------- ----------
<C> <S> <C> <C>
10.6 -- Assignment dated as of December 22, 1992, of Promissory
Note, Secured Loan Agreement, Pledge Agreement, Stock
Purchase Agreement and Indemnification Agreement to National
Bank of Commerce as Successor Trustee pursuant to the
Builders Transport, Incorporated and Subsidiaries Employee
Stock Benefit Trust, incorporated by reference to Exhibit
10.8 to the Company's Annual Report on Form 10-K for the
year ended December 31, 1992, filed March 22, 1993..........
10.7* -- Builders Transport, Incorporated Employees Retirement
Savings & Profit Sharing Plan, as amended and restated,
incorporated by reference to Exhibit 10.7 to the Company's
Annual Report on Form 10-K for the year ended December 31,
1994, filed March 31, 1995..................................
10.8 -- Trust Agreement under the Builders Transport, Incorporated
Employees Retirement Savings & Profit Sharing Plan,
incorporated by reference to Exhibit 10.8 to the Company's
Annual Report on Form 10-K for the year ended December 31,
1994, filed March 31, 1995..................................
10.9* -- Employment Agreement dated March 1, 1991, between the
Company and Stanford M. Dinstein, incorporated by reference
to Exhibit 10.11 to the Company's Annual Report on Form 10-K
for the year ended December 31, 1993, filed March 31,
1994........................................................
10.10* -- Employment Agreement dated December 16, 1993, between the
Company and John R. Morris, incorporated by reference to
Exhibit 10.13 to the Company's Annual Report on Form 10-K
for the year ended December 31, 1993, filed March 31,
1994........................................................
10.11 -- Consulting Agreement dated April 30, 1993, between the
Company and Two Trees, a New York general partnership,
incorporated by reference to Exhibit 10.14 to the Company's
Annual Report on Form 10-K for the year ended December 31,
1993, filed March 31, 1994..................................
10.12 -- Amended and Restated Financing Agreement among the CIT
Group/Business Credit, Inc., National Canada Finance Corp.
and Builders Transport, Inc. dated as of May 28, 1993,
incorporated by reference to Exhibit 10.1 to the Company's
Quarterly Report for the quarter ended June 30, 1993, on
Form 10-Q, filed August 12, 1993............................
10.13 -- Amendment No. 1 dated as of November 11, 1993, to the
Amended and Restated Financing Agreement among the CIT
Group/Business Credit, Inc., National Canada Finance Corp.
and Builders Transport, Inc. dated as of May 28, 1993,
incorporated by reference to Exhibit 10.16 to the Company's
Annual Report on Form 10-K for the year ended December 31,
1994, filed March 31, 1995..................................
10.14 -- Amendment No. 2 effective as of March 31, 1994, to the
Amended and Restated Financing Agreement among the CIT
Group/Business Credit, Inc., National Canada Finance Corp.
and Builders Transport, Inc. dated as of May 28, 1993,
incorporated by reference to Exhibit 10.2 to the Company's
Quarterly Report on Form 10-Q for the quarter ended March
31, 1994, filed May 11, 1994................................
10.15 -- Amendment No. 3 effective as of October 1, 1994, to the
Amended and Restated Financing Agreement among the CIT
Group/Business Credit, Inc., National Canada Finance Corp.
and Builders Transport, Inc. dated as of May 28, 1993,
incorporated by reference to Exhibit 10.18 to the Company's
Annual Report on Form 10-K for the year ended December 31,
1994, filed March 31, 1995..................................
</TABLE>
<PAGE> 6
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIAL
NO. EXHIBIT PAGE NO.
- ------- ------- ----------
<C> <S> <C> <C>
10.16 -- Amendment No. 4 effective as of February 28, 1995, to the
Amended and Restated Financing Agreement among the CIT
Group/Business Credit, Inc., National Canada Finance Corp.
and Builders Transport, Inc. dated as of May 28, 1993,
incorporated by reference to Exhibit 10.19 to the Company's
Annual Report on Form 10-K for the year ended December 31,
1994, filed March 31, 1995..................................
10.17 -- Registration Rights Agreement dated August 27, 1993, by and
between Vernon Milling Company, Inc., Elmer Thomas, Builders
Transport, Incorporated and Builders Transport, Inc.,
incorporated by reference to Exhibit 4.1 to the Company's
Report on Form 8-K, filed September 10, 1993................
10.18 -- Builders Transport, Incorporated Amended and Restated
Non-Employee Directors' Stock Option Plan, incorporated by
reference to Exhibit 10.1 to the Company's Quarterly Report
on Form 10-Q for the quarter ended March 31, 1994, filed May
11, 1994....................................................
10.19 -- Agreement of Purchase and Sale by and between Builders
Transport, Incorporated and Two Trees, incorporated by
reference to Exhibit 10.22 to the Company's Annual Report on
Form 10-K for the year ended December 31, 1995, filed March
29, 1996....................................................
10.20 -- Lease Agreement by and between Two Trees and Builders
Transport, Incorporated, incorporated by reference to
Exhibit 10.23 to the Company's Annual Report on Form 10-K
for the year ended December 31, 1995, filed March 29,
1996........................................................
10.21 -- Amendment No. 5 effective as of December 29, 1995, to the
Amended and Restated Financing Agreement among the CIT
Group/Business Credit, Inc.; National Bank of Canada, as
assignee of National Canada Finance Corp.; and Builders
Transport, Inc. dated as of May 28, 1993, incorporated by
reference to Exhibit 10.24 to the Company's Annual Report on
Form 10-K for the year ended December 31, 1995, filed March
29, 1996....................................................
10.22 -- Amendment No. 6 effective as of March 25, 1996, to the
Amended and Restated Financing Agreement among the CIT
Group/Business Credit, Inc.; National Bank of Canada, as
assignee of National Canada Finance Corp.; and Builders
Transport, Inc. dated as of May 28, 1993, incorporated by
reference to Exhibit 10.25 to the Company's Annual Report on
Form 10-K for the year ended December 31, 1995, filed March
29, 1996....................................................
10.23* -- Amendment No. 1 to the Builders Transport, Incorporated
Employees Retirement Savings & Profit Sharing Plan,
incorporated by reference to Exhibit 10.26 to the Company's
Annual Report on Form 10-K for the year ended December 31,
1995, filed March 29, 1996..................................
10.24* -- First Amendment made as of March 27, 1996, to Employment
Agreement dated December 16, 1993 between the Company and
John R. Morris..............................................
10.25 -- Amendment No. 7 effective as of June 10, 1996, to the
Amended and Restated Financing Agreement among the CIT
Group/Business Credit, Inc., National Bank of Canada and
Builders Transport, Inc. dated May 28, 1993, incorporated by
reference to Exhibit 10.1 to the Company's Quarterly Report
on Form 10-Q for the quarter ended June 30, 1996, filed
August 14, 1996.............................................
10.26 -- Amendment No. 8 dated as of January 10, 1997, to the Amended
and Restated Financing Agreement among the CIT
Group/Business Credit, Inc., National Bank of Canada and
Builders Transport, Inc. dated May 28, 1993.................
</TABLE>
<PAGE> 7
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIAL
NO. EXHIBIT PAGE NO.
- ------- ------- ----------
<C> <S> <C> <C>
10.27 -- Builders Transport, Incorporated press release dated March
21, 1997, relating to Alex. Brown & Sons Incorporated's
retention as financial advisor to review various
alternatives with respect to restructuring the Company's
debt obligations............................................
10.28 -- Amendment to the Builders Transport, Inc. Restated 1986
Incentive Stock Option Plan adopted by resolution dated
September 1, 1996, of the Executive Committee of the Board
of Directors of Builders Transport, Incorporated............
10.29 -- Amendment to the Builders Transport, Incorporated Amended
and Restated Non-Employee Directors' Stock Option Plan
adopted by resolution dated November 18, 1996, of the Board
of Directors of Builders Transport, Incorporated............
11 -- Statement re: Computation of Per Share Earnings.............
21 -- Subsidiaries of the Company, incorporated by reference to
Exhibit to the Company's Annual Report on Form 10-K for the
year ended December 31, 1994, filed March 31, 1995..........
23 -- Consent of Independent Auditors.............................
24** -- Powers of Attorney..........................................
27 -- Financial Data Schedule.....................................
</TABLE>
- ---------------
* Denotes a management contract or compensatory plan or arrangement.
** Filed herewith.
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned Director or officer of
Builders Transport, Incorporated, a Delaware corporation (the "Company"), hereby
constitutes and appoints Stanford M. Dinstein, John R. Morris, T. Michael
Guthrie or Robert E. Lee Garner the true and lawful agents and attorneys-in-fact
of the undersigned with full power and authority in each of said agents and
attorneys-in-fact, acting singly, to sign for the undersigned as Director or an
officer of the Company, or as both, the Company's 1996 Annual Report on Form
10-K to be filed with the Securities and Exchange Commission, Washington, D.C.
under the Securities Exchange Act of 1934, and to sign any amendment or
amendments to such Annual Report, including an Annual Report pursuant to Form
11-K to be filed as an amendment to the Form 10-K; hereby ratifying and
confirming all acts taken by such agents and attorneys-in-fact as herein
authorized.
DATED: February 6, 1997.
/s/ DAVID C. WALENTAS
--------------------------------------
David C. Walentas
<PAGE> 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned Director or officer of
Builders Transport, Incorporated, a Delaware corporation (the "Company"), hereby
constitutes and appoints Stanford M. Dinstein, John R. Morris, T. Michael
Guthrie or Robert E. Lee Garner the true and lawful agents and attorneys-in-fact
of the undersigned with full power and authority in each of said agents and
attorneys-in-fact, acting singly, to sign for the undersigned as Director or an
officer of the Company, or as both, the Company's 1996 Annual Report on Form
10-K to be filed with the Securities and Exchange Commission, Washington, D.C.
under the Securities Exchange Act of 1934, and to sign any amendment or
amendments to such Annual Report, including an Annual Report pursuant to Form
11-K to be filed as an amendment to the Form 10-K; hereby ratifying and
confirming all acts taken by such agents and attorneys-in-fact as herein
authorized.
DATED: February 6, 1997.
/s/ STANFORD M. DINSTEIN
--------------------------------------
Stanford M. Dinstein
<PAGE> 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned Director or officer of
Builders Transport, Incorporated, a Delaware corporation (the "Company"), hereby
constitutes and appoints Stanford M. Dinstein, John R. Morris, T. Michael
Guthrie or Robert E. Lee Garner the true and lawful agents and attorneys-in-fact
of the undersigned with full power and authority in each of said agents and
attorneys-in-fact, acting singly, to sign for the undersigned as Director or an
officer of the Company, or as both, the Company's 1996 Annual Report on Form
10-K to be filed with the Securities and Exchange Commission, Washington, D.C.
under the Securities Exchange Act of 1934, and to sign any amendment or
amendments to such Annual Report, including an Annual Report pursuant to Form
11-K to be filed as an amendment to the Form 10-K; hereby ratifying and
confirming all acts taken by such agents and attorneys-in-fact as herein
authorized.
DATED: February 6, 1997.
/s/ JOHN R. MORRIS
--------------------------------------
John R. Morris
<PAGE> 4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned Director or officer of
Builders Transport, Incorporated, a Delaware corporation (the "Company"), hereby
constitutes and appoints Stanford M. Dinstein, John R. Morris, T. Michael
Guthrie or Robert E. Lee Garner the true and lawful agents and attorneys-in-fact
of the undersigned with full power and authority in each of said agents and
attorneys-in-fact, acting singly, to sign for the undersigned as Director or an
officer of the Company, or as both, the Company's 1996 Annual Report on Form
10-K to be filed with the Securities and Exchange Commission, Washington, D.C.
under the Securities Exchange Act of 1934, and to sign any amendment or
amendments to such Annual Report, including an Annual Report pursuant to Form
11-K to be filed as an amendment to the Form 10-K; hereby ratifying and
confirming all acts taken by such agents and attorneys-in-fact as herein
authorized.
DATED: February 6, 1997.
/s/ T. M. GUTHRIE
--------------------------------------
T. M. Guthrie
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned Director or officer of
Builders Transport, Incorporated, a Delaware corporation (the "Company"), hereby
constitutes and appoints Stanford M. Dinstein, John R. Morris, T. Michael
Guthrie or Robert E. Lee Garner the true and lawful agents and attorneys-in-fact
of the undersigned with full power and authority in each of said agents and
attorneys-in-fact, acting singly, to sign for the undersigned as Director or an
officer of the Company, or as both, the Company's 1996 Annual Report on Form
10-K to be filed with the Securities and Exchange Commission, Washington, D.C.
under the Securities Exchange Act of 1934, and to sign any amendment or
amendments to such Annual Report, including an Annual Report pursuant to Form
11-K to be filed as an amendment to the Form 10-K; hereby ratifying and
confirming all acts taken by such agents and attorneys-in-fact as herein
authorized.
DATED: February 6, 1997.
/s/ ARTHUR C. BAXTER
--------------------------------------
Arthur C. Baxter
<PAGE> 6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned Director or officer of
Builders Transport, Incorporated, a Delaware corporation (the "Company"), hereby
constitutes and appoints Stanford M. Dinstein, John R. Morris, T. Michael
Guthrie or Robert E. Lee Garner the true and lawful agents and attorneys-in-fact
of the undersigned with full power and authority in each of said agents and
attorneys-in-fact, acting singly, to sign for the undersigned as Director or an
officer of the Company, or as both, the Company's 1996 Annual Report on Form
10-K to be filed with the Securities and Exchange Commission, Washington, D.C.
under the Securities Exchange Act of 1934, and to sign any amendment or
amendments to such Annual Report, including an Annual Report pursuant to Form
11-K to be filed as an amendment to the Form 10-K; hereby ratifying and
confirming all acts taken by such agents and attorneys-in-fact as herein
authorized.
DATED: February 6, 1997.
/s/ FREDERICK S. MORTON
--------------------------------------
Frederick S. Morton
<PAGE> 7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned Director or officer of
Builders Transport, Incorporated, a Delaware corporation (the "Company"), hereby
constitutes and appoints Stanford M. Dinstein, John R. Morris, T. Michael
Guthrie or Robert E. Lee Garner the true and lawful agents and attorneys-in-fact
of the undersigned with full power and authority in each of said agents and
attorneys-in-fact, acting singly, to sign for the undersigned as Director or an
officer of the Company, or as both, the Company's 1996 Annual Report on Form
10-K to be filed with the Securities and Exchange Commission, Washington, D.C.
under the Securities Exchange Act of 1934, and to sign any amendment or
amendments to such Annual Report, including an Annual Report pursuant to Form
11-K to be filed as an amendment to the Form 10-K; hereby ratifying and
confirming all acts taken by such agents and attorneys-in-fact as herein
authorized.
DATED: February 6, 1997.
/s/ PIERSON G. MAPES
--------------------------------------
Pierson G. Mapes
<PAGE> 8
BUILDERS TRANSPORT, INCORPORATED
SECRETARY'S CERTIFICATE
I, Robert E. Lee Garner, hereby certify as follows:
1. I am the Secretary of Builders Transport, Incorporated, a corporation
duly organized and existing in good standing under the laws of the State of
Delaware (the "Company"), and as such I am authorized to execute and
deliver this certificate.
2. Attached hereto as Annex I is a true, complete and correct copy of a
resolution duly adopted on November 18, 1996, by the Company's Board of
Directors; said resolution has not been altered, amended or repealed; said
resolution has been in full force and effect at all times since the date of
its adoption; and said resolution is in full force and effect as of the
date of this certificate.
IN WITNESS WHEREOF, I have hereunto set my hand as of this 25th day of March,
1997.
/s/ ROBERT E. LEE GARNER
--------------------------------------
Robert E. Lee Garner
Secretary
Builders Transport, Incorporated
<PAGE> 9
ANNEX I
RESOLVED, that in connection with the preparation and filing of the Company's
Annual Report on Form 10-K with the Securities and Exchange Commission, each of
the Company's officers and Directors who may be required to execute said Form
10-K or any amendment thereto (whether on behalf of the Company or as an officer
or Director thereof or by attesting the seal of the Company or otherwise) be,
and he hereby is, authorized to execute a power of attorney appointing the
Company's Chairman of the Board of Directors, the Vice Chairman of the Board of
Directors and Chief Executive Officer, President, Treasurer or Secretary his
true and lawful agent and attorney-in-fact to execute in his name, place and
stead (in any such capacity) and as attorney and agent for the Company said Form
10-K and any and all amendments thereto, and all instruments necessary in
connection therewith, to attest the seal of the Company thereon, and to file the
same with the Securities and Exchange Commission, said attorney-in-fact and
agent to have full power and authority to do and perform every act whatsoever
necessary, appropriate or desirable to be done in the premises as fully and to
all intents and purposes as any such officer or Director might or could do in
person.
