<PAGE> 1
<TABLE>
<CAPTION>
As filed with the Securities and Exchange Commission on July 10, 1996
Registration No. 33-__________
===================================================================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
------------------------
USFREIGHTWAYS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 4213 36-3790696
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification No.)
9700 Higgins Road, Suite 570
Rosemont, Illinois 60018
(847) 696-0200
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
John Campbell Carruth
9700 Higgins Road, Suite 570
Rosemont, Illinois 60018
(847) 696-0200
(Name, Address, Including Zip Code, and Telephone
Number, Including Area Code, of Agent for Service)
Copy to:
William N. Weaver, Jr., Esq.
Sachnoff & Weaver, Ltd.
30 South Wacker Drive, 29th Floor
Chicago, Illinois 60606
Telephone: (312) 207-1000
------------------------
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this
Registration Statement.
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment
plans, check the following box: []
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant
to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: []
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities
Act, please check the following box and list the Securities Act registration statement number of the earlier effective
registration statement for the same offering: []
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the
following box and list the Securities Act registration number of the earlier effective registration statement for the
same offering: []
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box: []
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Proposed Maximum Proposed Maximum Amount of
Title of Each Class of Amount to be Offering Price Per Aggregate Offering Registration
Securities to be Registered Registered Share(1) Price Fee
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share 487,179 shares $17.8125 $8,677,875.90 $2,992.37
====================================================================================================================================
(1) Calculated in accordance with Rule 457(c) based upon the average of the high and low sales prices of the Common
Stock on July 8, 1996.
The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its
effective date until the Registrant shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the
registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to
said Section 8(a), may determine.
====================================================================================================================================
</TABLE>
<PAGE> 2
SUBJECT TO COMPLETION, DATED JULY 10, 1996
487,179 SHARES
USFREIGHTWAYS CORPORATION
COMMON STOCK
---------------------------
This Prospectus covers 487,179 shares (the "Shares") of common stock,
par value $.01 per share (the "Common Stock"), of USFreightways Corporation
(the "Company") which may be offered and sold from time to time by the Selling
Stockholders named herein. See "Selling Stockholders." The Company will not
receive any of the proceeds from the sale of any of the Shares.
The Shares may be offered and sold from time to time by the Selling
Stockholders, or by pledgees, donees, transferees or other successors in
interest to the Selling Stockholders, directly or through broker-dealers or
underwriters who may act solely as agents, or who may acquire the Shares as
principals. The distribution of the Shares may be effected in one or more
transactions that may take place through the Nasdaq National Market, including
block trades or ordinary broker's transactions, or through privately negotiated
transactions, or through underwritten public offerings, or through a
combination of any such methods of sale, at market prices prevailing at the
time of sale, at prices related to such prevailing market prices or at
negotiated prices. Usual and customary or specially negotiated brokerage fees
or commissions may be paid by the Selling Stockholders in connection with such
sales. See "Plan of Distribution."
To the extent required, the specific number of Shares to be sold, the
names of the Selling Stockholders, purchase price, public offering price, the
names of any agent, dealer or underwriter, and any applicable commission or
discount with respect to a particular offering will be set forth in an
accompanying Prospectus Supplement. The aggregate proceeds to the Selling
Stockholders from the sale of the Shares will be the aggregate amount paid by
the purchasers less the aggregate agents' commissions and underwriters'
discounts, if any, and other expenses not borne by the Company. The Company
has agreed to bear certain expenses relating to the registration of the Shares
under applicable federal and state securities laws (currently estimated at
$17,500) and to any offering and sale hereunder not including certain expenses
such as commissions, discounts and fees of underwriters, dealers or agents
attributable to the sale of the Shares.
The Common Stock is traded on the Nasdaq National Market under the
symbol "USFC." On July 8, 1996, the last sale price of the Common Stock was
$17 3/4 per share.
___________________________________
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION SHOULD NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR THE SELLING STOCKHOLDERS. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER OF ANY SECURITIES OTHER THAN THE REGISTERED SECURITIES
TO WHICH IT RELATES OR AN OFFER TO ANY PERSON IN ANY JURISDICTION WHERE SUCH
OFFER WOULD BE UNLAWFUL. THE DELIVERY OF THIS PROSPECTUS AT ANY TIME DOES NOT
IMPLY THAT INFORMATION SET FORTH HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO
ITS DATE.
___________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
The date of this Prospectus is ___________, 1996.
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
<PAGE> 3
AVAILABLE INFORMATION
The Company is subject to the information requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files proxy statements, reports and other information
with the Securities and Exchange Commission (the "Commission"). Such proxy
statements, reports and other information can be inspected and copied at the
public reference facilities maintained by the Commission at Room 1024, 450
Fifth Street, N.W., Washington, D.C. 20549 and at the Commission's regional
offices in Chicago, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511, and in New York, Seven World Trade Center, 13th Floor, New York,
New York 10048. Copies of such material can be obtained from the Public
Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C.
20549 at prescribed rates.
This Prospectus constitutes a part of a Registration Statement on Form
S-3 (the "Registration Statement") filed on July 10, 1996 by the Company with
the Commission under the Securities Act of 1933, as amended (the "Securities
Act"). This Prospectus omits certain of the information contained in the
Registration Statement, and reference is hereby made to the Registration
Statement and to the exhibits relating thereto for further information with
respect to the Company and the Shares offered hereby. Statements contained
herein concerning the provisions of any document are not necessarily complete
and, in each instance, reference is made to a copy of such document filed as an
exhibit to the Registration Statement or otherwise filed with the Commission.
Each such statement is qualified in its entirety by such reference.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents previously filed with the Commission by the
Company (or by the Company's predecessor for purposes of the information
reporting requirements of the Exchange Act) are incorporated herein by
reference:
1. The Company's Annual Report on Form 10-K for the year ended
December 30, 1995;
2. The Company's Quarterly Report on Form 10-Q for the quarter
ended March 30, 1996;
3. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A declared
effective February 12, 1992; and
4. The description of the Company's Form of Rights Agreement
contained in the Company's Registration Statement on Form 8-A
filed March 18, 1994.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of the Shares made hereby shall be
deemed to be incorporated by reference into this Prospectus and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated herein by reference will be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated herein by reference
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus has been delivered, upon
written or oral request of such person, a copy of any and all of the
information incorporated herein by reference, other than the exhibits to such
information (unless such exhibits are specifically incorporated by reference
into such information). Requests should be directed to Investor Relations
Department, USFreightways Corporation, 9700 Higgins Road, Suite 570, Rosemont,
Illinois 60018, Telephone: (847) 696-0200.
2
<PAGE> 4
THE COMPANY
USF operates a group of regional less than truckload ("LTL") general
commodities motor carriers. The Company's regional trucking subsidiaries focus
on overnight and second day delivery and provide service throughout the
continental United States, Alaska, Hawaii and to certain points in Canada. The
Company s logistics subsidiaries provide specialized and dedicated services in
management, warehousing and distribution.
Typically, LTL carriers transport freight along scheduled routes from
multiple shippers to multiple consignees utilizing a network of terminals
together with fleets of line-haul and pickup and delivery tractors and
trailers. Freight is picked up from customers by local drivers and
consolidated for shipment. The freight is then loaded into intercity trailers
and transferred by line-haul drivers to the terminal servicing the delivery
area. There, the freight is transferred to local trailers and delivered to its
destination by local drivers.
LTL operators are generally categorized as either regional,
interregional or long-haul carriers, depending on the distance freight travels
from pickup to final delivery. Regional carriers usually have average lengths
of haul of 500 miles or less and tend to provide either overnight or second day
service. Regional LTL carriers usually are able to load freight for direct
transport to a destination terminal, thereby avoiding the costly and
time-consuming use of breakbulk terminals (where freight is rehandled and
reloaded to its ultimate destination). In contrast, long-haul LTL carriers
(average lengths of haul in excess of 1,000 miles) operate networks of
breakbulk and satellite terminals (hub-spoke systems) and rely heavily on
interim handling of freight. Interregional carriers (500 to 1,000 miles per
average haul) also rely on breakbulk terminals but to a lesser degree than
long-haul carriers.
The Company's executive offices are located at 9700 Higgins Road,
Suite 570, Rosemont, Illinois 60018. The Company's telephone number is (847)
696-0200.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of any
of the Shares by the Selling Stockholders named herein.
SELLING STOCKHOLDERS
The following table sets forth for each Selling Stockholder the number
of Shares beneficially owned by such Selling Stockholder prior to this
offering, the maximum number of Shares to be offered and sold from time to time
by such Selling Stockholder and the number of Shares beneficially owned by such
Selling Stockholder after this offering. In each case, the percentage of
outstanding Shares held by each Selling Stockholder prior to and after this
offering represents less than one percent of the outstanding Shares.
<TABLE>
<CAPTION>
Number of Shares Maximum Number of Number of Shares
Beneficially Owned Shares Offered Beneficially Owned
Selling Stockholders Prior to Offering After Offering
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Larry L. Pittman 162,393 162,393 0
W.E. Dodd 162,393 162,393 0
Val Dodd 162,393 162,393 0
</TABLE>
Mr. Pittman served as a director and as President of Interamerican
Mangement Corporation ("IMC"), Interamerican Public Distribution Corporation
("IPDC"), Tricor Warehousing, Inc. ("TWI") and Netspace West, Inc. ("NWI")
prior to the acquisition of the stock of IMC, IPDC, TWI and NWI by the Company
(the "Acquisition") pursuant to a Stock Purchase Agreement dated July 2, 1996
by and between the Company and the Selling Stockholders (the "Stock Purchase
Agreement"). Mr. W.E. Dodd served as director and Executive Vice President of
IMC, IPDC, TWI and NWI prior to the Acquisition. Mr. Val Dodd served as
director and Senior Vice
3
<PAGE> 5
President of IMC, IPDC, TWI and NWI prior to the Acquisition. All of the
Shares offered hereby were issued subject to certain provisions of the Stock
Purchase Agreement.
PLAN OF DISTRIBUTION
The Company will not receive any proceeds from the sale of the Shares.
Each of the Selling Stockholders may sell his Shares directly or through
broker-dealers or underwriters who may act solely as agents, or who may acquire
shares as principals. The Shares may be sold from time to time by the Selling
Stockholders, or by pledgees, donees, transferees or other successors in
interest to the Selling Stockholders. The distribution of the Shares may be
effected in one or more transactions that may take place through the Nasdaq
National Market, including block trades or ordinary broker's transactions, or
through privately negotiated transactions, or through an underwritten public
offering, or through a combination of any such methods of sale, at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices or at negotiated prices. Usual and customary or specifically
negotiated brokerage fees or commissions may be paid by the Selling
Stockholders in connection with such sales.
The aggregate proceeds to the Selling Stockholders from the sale of
the Shares will be the aggregate amounts paid by purchasers of the Shares
pursuant to the offering less the aggregate agents' commissions and
underwriters' discounts, if any, and other expenses of issuance and
distribution not borne by the Company. The Selling Stockholders and any
dealers or agents that participate in the distribution of the Shares may be
deemed to be "underwriters" within the meaning of the Securities Act, and any
profit on the sale of the Shares by them and any commissions received by any
such dealers or agents might be deemed to be underwriting discounts and
commissions under the Securities Act.
The Selling Stockholders may effect transactions by selling the Shares
directly or through broker-dealers acting either as principal or as agent, and
such broker-dealers may receive compensation in the form of usual and customary
or specifically negotiated underwriting discounts, concessions or commissions
from the Selling Stockholders.
To the extent required, the specific number of Shares to be sold, the
names of the Selling Stockholders, purchase price, public offering price, the
names of any agent, dealer or underwriter, and any applicable commission or
discount with respect to a particular offering will be set forth in an
accompanying Prospectus Supplement.
Under the Stock Purchase Agreement, the Company has agreed to bear
certain expenses relating to the registration of the Shares under applicable
federal and state securities laws (currently estimated to be $17,500) and to
any offering and sale hereunder not including certain expenses such as
commissions, discounts and fees of underwriters, dealers or agents attributable
to the sale of the Shares.
EXPERTS
The financial statements of the Company as of December 30, 1995 and
December 31, 1994, and for the years ended December 30, 1995, December 31, 1994
and January 1, 1994 have been incorporated by reference herein in reliance upon
the report of KPMG Peat Marwick LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said firm as
experts in accounting and auditing.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby has been
passed upon for the Company by Sachnoff & Weaver, Ltd., Chicago, Illinois.
4
<PAGE> 6
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following are the estimated expenses in connection with the
distribution of the securities being registered:
<TABLE>
<S> <C>
SEC registration fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,992
Nasdaq National Market Listing fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,744
Accounting fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,500
Attorneys' fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,500
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 800
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,536
======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article Six of the Registrant's Certificate of Incorporation ("Article
Six") is consistent with Section 102(b)(7) of the Delaware General Corporation
Law, which generally permits a company to include a provision limiting the
personal liability of a director in the company's certificate of incorporation.
With limitations, Article Six eliminates the personal liability of the
Registrant's directors to the Registrant or its stockholders for monetary
damages for breach of fiduciary duty as a director. However, Article Six does
not eliminate director liability: (1) for breaches of the duty of loyalty to
the Registrant and its stockholders; (2) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law;
(3) for transactions from which a director derives improper personal benefit;
or (4) under Section 174 of the Delaware General Corporation Law ("Section
174"). Section 174 makes directors personally liable for unlawful dividends
and stock repurchases or redemptions and expressly sets forth a negligence
standard with respect to such liability. While Article Six protects the
directors from awards for monetary damages for breaches of their duty of care,
it does not eliminate their duty of care. The limitations in Article Six have
no effect on claims arising under the federal securities laws.
With certain limitations, Section 13.1 of Article Thirteen of the
Registrant's By-laws ("Section 13.1") provides for indemnification of any of
the Registrant's past, present and future officers and directors against
liabilities and reasonable expenses incurred in any criminal or civil action by
reason of such person's being or having been an officer or director of the
Registrant or of any other corporation which such person serves as such at the
request of the Registrant. Indemnification under Section 13.1 is limited to
officers and directors who have acted in good faith and in a manner they
reasonably believed to be in the best interests of the Registrant. Any
questions regarding whether the officer or director has met the required
standards of conduct are to be answered by (1) the majority of disinterested
directors, (2) a written opinion of a reputable disinterested legal counsel
selected by the Board, or (3) the stockholders. Indemnification rights under
Section 13.1 are non-exclusive. In the event of an officer's or director's
death, such person's indemnification rights shall extend to his or her heirs
and legal representatives. Rights under Section 13.1 are severable, and if any
part of that section is determined to be invalid for any reason, all other
parts remain in effect.
Under Section 145 of the Delaware General Corporation Law, directors
and officers, as well as other employees and individuals, may be indemnified
against expenses (including attorneys' fees), judgments, fines, amounts paid in
settlement in connection with specified actions, suits or proceedings, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation - a "derivative action") if they acted in good
faith and in a manner they reasonably believed to be in, or not opposed to, the
best interests of the corporation, and, with respect to criminal actions or
proceedings, had no reasonable cause to believe their conduct was unlawful. A
similar standard of care is applicable in the case of derivative actions,
except that indemnification only extends to expenses (including attorneys'
fees) incurred in connection with the defense or settlement of such an action,
and the Delaware General Corporation Law requires court approval before there
can be any indemnification where the person seeking indemnification has been
found liable to the corporation.
II-1
<PAGE> 7
ITEM 16. EXHIBITS
A list of the exhibits included as part of this Registration Statement
is set forth in the Exhibit Index which immediately precedes such exhibits and
which is incorporated herein by reference.
ITEM 17. 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) To reflect in the prospectus any facts or events
arising after the effective date of the 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 the
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
end 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 a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective Registration
Statement); and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the Registration Statement or any material change to such
information in the Registration Statement.
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the Registrant pursuant to
Section 13 or 15(d) or the Securities and 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 the
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 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 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.
II-2
<PAGE> 8
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 on Form S-3 and has duly caused this
Registration Statement, or amendment thereto, to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago and State of
Illinois on the 9th day of July, 1996.
USFREIGHTWAYS CORPORATION
By: /s/John Campbell Carruth
------------------------------------------
President and Chief Executive Officer
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature
appears below constitutes and appoints John Campbell Carruth, his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities (including his or her capacity as a director or officer of
USFreightways Corporation) to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the
same, with all exhibits hereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent or his substitute or substitutes, may lawfully do or cause to be done by
virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
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>
July 9, 1996
/s/ John Campbell Carruth
--------------------------
John Campbell Carruth President, Chief Executive Officer
and Director (Principal Executive
Officer)
July 9, 1996
/s/ Christopher L. Ellis
-----------------------
Christopher L. Ellis Senior Vice President, Finance and
Chief Financial Officer (Principal
Financial Officer)
July 9, 1996
/s/ Robert S. Owen
-----------------------
Robert S. Owen Vice President and Controller
(Principal Accounting Officer)
July 9, 1996
/s/ Morley Koffman
----------------------
Morley Koffman Chairman of the Board and Director
July 9, 1996
/s/ Robert V. Delaney
----------------------
Robert V. Delaney Director
</TABLE>
II-3
<PAGE> 9
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Robert P. Neuschel
-----------------------
Robert P. Neuschel Director July 9, 1996
/s/ John W. Puth
----------------------
John W. Puth Director July 9, 1996
/s/ Neil A. Springer
---------------------
Neil A. Springer Director July 9, 1996
/s/ William N. Weaver
---------------------
William N. Weaver Director July 9, 1996
</TABLE>
II-4
<PAGE> 10
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description of Exhibit Sequential Page
Number
<S> <C> <C>
4.1 Specimen Common Stock Certificate . . . . . . . . . . . . . . . *
5 Opinion of Sachnoff & Weaver, Ltd . . . . . . . . . . . . . .
23.1 Consent of KPMG Peat Marwick LLP . . . . . . . . . . . . . . .
23.2 Consent of Sachnoff & Weaver, Ltd. (included in Exhibit 5) . .
- -------------------------------------
* Incorporated herein by reference to the Registration Statement on Form S-1 (33-44384) as filed with the SEC on
December 6, 1991.
</TABLE>
<PAGE> 1
[SACHNOFF & WEAVER, LTD. LOGO]
Exhibit 5
Writer's Direct Dial Number
(312) 207-1000
July 10, 1996
USFreightways Corporation
9700 Higgins Road, Suite 570
Rosemont, Illinois 60018
Re: Common Stock $.01 par value per share
Gentlemen:
We have acted as counsel to USFreightways Corporation ("USF") in
connection with the issuance of shares of USF common stock, $.01 par value per
share, (the "COMMON STOCK") in connection with the acquisition of the shares of
common stock held by Larry L. Pittman, W.E. Dodd and Val Dodd in Interamerican
Management Corporation, Interamerican Public Distribution Corporation, Tricor
Warehousing, Inc. and Netspace West, Inc. pursuant to the Stock Purchase
Agreement dated July 2, 1996 (the "ACQUISITION"). We have also participated in
the preparation and filing with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, of a registration for resale of the
Common Stock issued in the Acquisition. In this connection, we have examined
such corporate and other records, instruments, certificates and documents as we
considered necessary to enable us to express this opinion.
Based on the foregoing, it is our opinion that the Common Stock issued
in the Acquisition was duly authorized for issuance and is fully paid and
non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the caption "Legal
Matters" in the Registration Statement.
<PAGE> 2
[SACHNOFF & WEAVER, LTD. LOGO]
USFreightways Corporation
July 10, 1996
Page 2
We are admitted to practice in the State of Illinois and we express no
opinions as to matters under or involving any laws other than the laws of the
State of Illinois, the federal laws of the United States of America and the
General Corporation law of the State of Delaware.
Very truly yours,
SACHNOFF & WEAVER, LTD.
JRS/WED
<PAGE> 1
Exhibit 23.1
The Board of Directors
USFreightways Corporation:
We consent to incorporation by reference in the registration statement (33 - )
on Form S-3 of USFreightways Corporation of our report dated January 17,
1996, except for note 1, which is as of January 26, 1996, relating to the
consolidated balance sheets of USFreightways Corporation and subsidiaries as of
December 30, 1995 and December 31, 1994, and the related consolidated
statements of operations, stockholders' equity, and cash flows for each of the
years in the three-year period ended December 10, 1995, which report appears in
the December 30, 1995 annual report on Form 10-K of USFreightways Corporation.
KPMG Peat Marwick, LLP
Chicago, Illinois
July 8, 1996
