SECURITIES AND EXCHANGE COMMISSION
Washington D. C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
September 18, 1997
USFREIGHTWAYS CORPORATION
Delaware 0-19791 36-3790696
(State of Incorporation) (Commission (IRS Employer
File Number Identification No.)
9700 Higgins Road, Rosemont, Illinois 60018
- ------------------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number
including area code: (847) 696-0200
Not applicable
(Former name or former address, if changed since the last report)
This Report contains 4 pages.
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Item 4. Changes in Registrant's Certifying Accountant.
(1) KPMG Peat Marwick LLP was previously engaged as
the principal accountant to audit the Company's
financial statements for the Company's two most
recent fiscal years. On September 18, 1997, their
appointment as principal accountants was terminated.
In each of the past two years ended December 28,
1996 and December 30, 1995, and during the
subsequent interim period through September 18,
1997, KPMG Peat Marwick LLP's reports on the
financial statements of the Company did not contain
an adverse opinion or disclaimer of opinion, nor
were they qualified or modified as to uncertainty,
audit scope, or accounting principles. The decision
to terminate the relationship with the accountants
was approved by the Company's Audit Committee on
September 18, 1997. There were no disagreements with
KPMG Peat Marwick LLP on any matter of accounting
principles or practices, financial statement
disclosure, or auditing scope or procedure during
the Company's last two fiscal years.
The Company has requested KPMG Peat Marwick LLP to
furnish a letter addressed to the Commission stating
whether it agrees with the statements made by the
Company, and, if not, stating the respects in which
it does not agree. A letter from KPMG Peat Marwick
LLP stating its agreement with the statements made
by the Company in this Report on Form 8-K is
included as Exhibit 16 hereto.
(2) On September 18, 1997, USFreightways Corporation
engaged Arthur Andersen LLP as its principal
accountant to audit the Company's financial
statements for the fiscal year ending January 3,
1998. Arthur Andersen LLP was not engaged by the
Company during the Company's two most recent fiscal
years.
The Company has requested Arthur Andersen LLP to
review the disclosure required in this Report on
Form 8-K before it is filed with the Commission and
has provided Arthur Andersen LLP with the
opportunity to furnish the Company with a letter
addressed to the Commission containing any new
information, clarification of the Company's
expressions of its views, or the respects to which
it does not agree with the statements made in this
Report on Form 8-K. Arthur Andersen LLP has informed
the Company that it has reviewed these disclosures
and does not intend and is not required to furnish
the Company with such letter.
Item 7. Exhibits.
Exhibit 16:
Letter from KPMG Peat Marwick LLP, dated September 18, 1997.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange
Act of 1934, the registrant has duly caused this Current Report to be
signed on its behalf by the undersigned hereunto duly authorized.
USFREIGHTWAYS CORPORATION
By: /s/ Christopher L. Ellis
Christopher L. Ellis
Senior Vice President, Finance
and Chief Financial Officer
Date: September 18, 1997
<PAGE>
EXHIBIT 16
[ORIGINAL ON KPMG PEAT MARWICK LLP LETTERHEAD]
September 18, 1997
Securities and Exchange Commission
Washington, D. C. 20549
Ladies and Gentlemen:
We were previously principal accountants for USFreightways Corporation
and, under the date of January 22, 1997, we reported on the
consolidated financial statements of USFreightways Corporation as of
and for the years ended December 28, 1996 and December 30, 1995. On
September 18, 1997, our appointment as principal auditors was
terminated. We have read USFreightways Corporation's statements
included under Item 4 of its Form 8-K dated September 18, 1997, and we
agree with such statements, except that we are not in the position to
agree or disagree with USFreightways' statement that the change was
approved by the Company's Audit Committee, nor are we in a position to
agree or disagree with the statements in Item 4 (2).
Very truly yours,
By: /s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
