Registration No. 33-79150
As filed with the Securities and Exchange Commission on May 9, 1997
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
_______________________
USFreightways Corporation
(Exact name of registrant as specified in its charter
Delaware 36-379069
(State or other Jurisdiction (I.R.S. Employer
of incorporation or organization Identification Number)
9700 Higgins Road (847) 696-0200
Rosemont, Illinois 60018 (Telephone number, including
(Address, Including Zip Code, of area code, of registrant's
registrant's principal executive offices) principal executive offices)
USFREIGHTWAYS CORPORATION STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS
(Full Title of the Plan)
J. Campbell Carruth
Chief Executive Officer
USFreightways Corporation
9700 Higgins Road
Rosemont, Illinois 60018
(847) 696-0200
(Name, address, including zip code and telephone number, including area code,
of agent for service)
_______________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- - - - - - - - - - - - - ------------------------ ---------------------- ---------------------- ----------------------- ----------------------
<S> <C> <C> <C> <C>
Title of each class of Proposed maximum Proposed maximum
securities to be Amount to be offering price per aggregate offering Amount of
registered registered* share** price** registration fee**
- - - - - - - - - - - - - ------------------------ ---------------------- ---------------------- ----------------------- ----------------------
Common Stock, par
value $.01 per share 250,000 $27.50 $6,875,000.00 $2,083.13
======================== ====================== ====================== ======================= ======================
* This Registration Statement includes any additional shares of the registrant's Common Stock that may be
issued pursuant to antidilution provisions contained in the plan.
** Pursuant to Rule 457(h), the registration fee was computed on the basis of the average of the high and
low prices of the registrant's Common Stock on the NASDAQ/National Market System on May 8, 1997.
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
The contents of the Form S-8 Registration Statement under the
Securities Act of 1933, File No.33-79150, which was filed with the
Commission on May 19, 1994, are incorporated by reference in this
Post-Effective Amendment No. 1 to the Form S-8 Registration Statement.
<PAGE>
SIGNATURES
The Registrant. 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-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Rosemont, State of Illinois, on the
9th day of May, 1997.
USFREIGHTWAYS CORPORATION
By: /s/ Christopher L. Ellis
____________________
Christopher L. Ellis
Senior Vice President, Finance &
Chief Financial Officer
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in their respective
capacities on this 9th day of May, 1997.
Signature Title
/s/ J. Campbell Carruth *
___________________
J. Campbell Carruth President, Chief Executive Officer and
Director (Principal Executive Officer)
/s/ Christopher L. Ellis
____________________
Christopher L. Ellis Senior Vice President, Finance, and Chief
Financial Officer (Principal Financial Officer)
/s/ Robert S. Owen
______________
Robert S. Owen Controller and Principal Accounting Officer
/s/ Robert V. Delaney *
_________________
Robert V. Delaney Director
/s/ Robert P. Neuschel *
__________________
Robert P. Neuschel Director
/s/ Neil A. Springer *
_________________
Neil A. Springer Director
/s/ William N. Weaver, Jr. *
______________________
William N. Weaver, Jr. Director
/s/ Morley Koffman *
______________
Morley Koffman Director
/s/ John W. Puth *
____________
John W. Puth Director
*By: /s/ Christopher L. Ellis
____________________
Christopher L. Ellis,
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
Exhibit Document
Number Description
4.1 Amended and Restated Certificate of Incorporation of USFreightways
Corporation (incorporated by reference from Exhibit 3.1 to
USFreightways Corporation Transition Report on Form 10-K, from
June 29, 1991 to December 28, 1991); Certificate of Designation
for Series A Junior Participating Cumulative Preferred Stock
(incorporated by reference from Exhibit 3(a) to USFreightways
Corporation Annual Report on Form 10-K for the year ended January
1, 1994); Certificate of Amendment of Restated Certificate of
Incorporation of USFreightways Corporation (incorporated by
reference from Exhibit 3(i) to USFreightways Corporation Report
on Form 10-Q for the quarter ended June 29, 1996).
4.2 Bylaws of USFreightways Corporation, as restated May 3, 1996
(incorporated by reference from Exhibit 3(ii) to USFreightways
Corporation Report on Form 10-Q for the quarter ended
June 29, 1996).
4.3 Form of Rights Agreement, dated as of February 4, 1994, between
USFreightways Corporation and Harris Trust and Savings Bank, as
Rights Agent (incorporated by reference to USFreightways
Corporation's registration statement on Form 8-A filed with
the Securities and Exchange Commission on March 18, 1994).
4.4 Restated USFreightways Corporation Stock Option Plan for
Non-Employee Directors
5 Opinion of Richard C. Pagano, Vice President, General Counsel &
Secretary of USFreightways Corporation
23 Consent of KPMG Peat Marwick LLP
24 Powers of Attorney
<PAGE>
EXHIBIT 4.4
USFREIGHTWAYS CORPORATION
STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS
AMENDED AND RESTATED AS OF JANUARY 1, 1997
I. DEFINITIONS AND PURPOSE
A. Definitions:
Unless otherwise specified or unless the context otherwise
requires, the following terms, as used in this Plan, have the
following meanings:
1. Affiliate means a corporation which, for purposes of Section 422 of
the Code, is a parent or subsidiary of the Company, direct or indirect
2. Board means the Board of Directors of the Company.
3. Code means the Internal Revenue Code of 1986, as amended.
4. Committee means the committee to which the Board delegates the power
to act under or pursuant to the provisions of the Plan, or the Board
if no committee is selected.
5. Company means USFreightways Corporation, a Delaware corporation, and
includes any successor or assignee corporation or corporations into
which the Company may be merged, changed, or consolidated; any
corporation for whose securities the securities of the Company shall
be exchanged; and any assignee of or successor to substantially
all other assets of the Company.
6. Disability means a permanent and total disability as defined in\
Section 22(e)(3) of the Code.
7. Eligible Director means each person who is a director of the Company,
and who is not an employee of the Company or any Affiliate of the
Company and who has not been an employee of the Company or any
Affiliate of the Company for all or any part of the preceding
fiscal year.
8. Option means a right or option granted under the Plan, which right or
option shall not be intended to qualify as an incentive stock option
as defined in Section 422 of the Code.
9. Option Agreement means an agreement between the Company and a
Participant executed and delivered pursuant to the Plan.
10. Participant means an Eligible Director to whom an Option is granted
under the Plan.
11. Plan means this Stock Option Plan for Non-Employee Directors,
as amended from time to time.
12. Shares means the following shares of the capital stock of the Company
as to which Options have been or may be granted under the Plan:
authorized and unissued common stock, $0.01 par value, treasury shares
held by the Company or any shares of capital stock into which the
Shares are changed or for which they are exchanged within the
provisions of Article VI of the Plan.
<PAGE>
B. Purpose of the Plan:
The Plan intended to promote the interests of the Company and its
stockholders by attracting and retaining highly qualified independent
directors through an investment interest in the Company's future success.
II. SHARES SUBJECT TO THE PLAN
The aggregate number of Shares as to which Options may be granted from
time to time shall be Five Hundred Thousand (500,000) Shares.
If an Option ceases to be "outstanding", in whole or in part, the Shares
which were subject to such Option, if the Option was not exercised, shall
be available for the granting of other Options. Any Option, if the Option
was not exercised, shall be available for the granting of other Options.
Any Option shall be treated as "outstanding" until such Option is
exercised in full, or terminates or expires under the provisions of the
Plan or Option Agreement.
Subject to the provisions of Article VI, the aggregate number of Shares as
to which Options may be granted shall be subject to change only by means
of an amendment of the Plan duly adopted by the Company and approved by
the stockholders of the Company within such time period as may be required
by the Securities Exchange Act of 1934, as amended from time to time.
III. ADMINISTRATION OF THE PLAN
The Plan shall be administered by the Committee. Subject to the
provisions of the Plan, the Committee is authorized to:
A. Interpret the provisions of the Plan or any Option or Option Agreement
and to make all rules and determinations which it deems necessary or
advisable for the administration of the Plan;
B. Determine the Eligible Directors to whom Options shall be granted;
C. Determine the number of Shares for which an Option or Options shall
be granted;
D. Provide for the acceleration of the right to exercise an Option
(or any portion thereof); and
E. Specify the terms and conditions upon which Options may be granted.
The interpretation and construction by the Committee of any provisions
of the Plan or of any Option granted under it shall be final.
IV. ELIGIBILITY FOR PARTICIPATION
Each Participant must be an Eligible Director of the Company at the time
an Option is granted. Each Eligible Director shall be granted, at the
later of the effective date of the Plan or the date such director becomes
an Eligible Director, and at such other time or times as described in
Article V, an Option to purchase Shares under the Plan. In addition to
the formula-based Shares set forth in Article V, the Committee may at any
time and from time to time grant one or more additional Options to one or
more Eligible Directors ("Discretionary Options") and may designate the
number of Shares to be subject to each Discretionary Option so granted,
provided however that no grant of a Discretionary Option to purchase
Shares shall permit unrestricted ownership of Shares by the Eligible
Director for at least six (6) months from the date of grant of the
Discretionary Option, unless the Committee determines that the grant of
such Discretionary Option to purchase Shares otherwise satisfies the then
current Rule 16b-3 requirements under the Securities Exchange Act of 1934.
V. TERMS AND CONDITIONS OF OPTIONS
Each Option shall be set forth in an Option Agreement, duly executed on
behalf of the Company and by the participant to whom such Option is
granted. Except for the setting of the Option price under Paragraph A of
this Article V, no Option shall be granted and no purported grant of any
Option shall be effective until such Option Agreement shall have been duly
executed on behalf of the Company and by the Participant. Each such
Option Agreement shall be subject to at least the following terms and
conditions:
<PAGE>
A. OPTION PRICE:
The exercise price of the Shares covered by each Option granted under
the Plan shall be equal to 100% of the "fair market value" of the
Shares on the date of the granted Option. If the Shares are listed
on any national securities exchange, the fair market value shall be
the mean average of the high and low sales prices, if any, on the
largest such exchange on the date of the grant of the Option, or, if
none, on the most recent trade date thirty (30) days or less
prior to the date of the grant of the Option. If the Shares are not
then listed on any such exchange, the fair market value of such
Shares shall be the closing "Ask" prices, if any, as reported on the
National Association of Securities Dealers automated Quotation System
("NASDAQ") for the date of the grant of the Option, or if none, on
the most recent trade date thirty (30) days or less prior to the date
of the grant of the Option for which such quotations are reported.
If the Shares are not then either listed on any such exchange or
quoted on NASDAQ, the fair market value shall be the mean between the
average of the "Bid" and the average of the "Ask" prices, if any, as
reported in the National daily Quotation Service for the date of the
grant of the Option, or, if none, for the most recent trade date
thirty (30) days or less prior to the date of the grant of the Option
for which such quotations are reported.
B. NUMBER OF SHARES:
Each Eligible Director shall automatically, at the later of the
effective date of the Plan or the date such director becomes an
Eligible Director, be granted an Option under this Plan to
acquire 10,000 Shares. Upon the fifth and tenth anniversaries of
such initial grant, each Participant shall automatically be granted
Options under this Plan to acquire an additional 10,000 Shares at
each such anniversary, provided the Participant is an Eligible
Director at such anniversary. In addition to the foregoing, each
Eligible Director may from time to time be granted by the Committee,
in its discretion, a Discretionary Option.
C. TERM OF OPTION:
No Option granted under the Plan shall be exercisable after the
expiration of ten (10) years from the date of the grant.
D. DATE OF EXERCISE:
1. Options granted to an Eligible Director under the Plan on the
Plan's effective date shall become exercisable cumulatively in
accordance with the following schedule:
Years Elapsed Since Cumulative Number of Shares
Date of Grant For Which Option May Be Exercised
Less than 1 2,000
1 3,600
2 5,200
3 6,800
4 8,400
5 or more 10,000
2. Options granted to an Eligible Director under the Plan after the
Plan's effective date shall become exercisable cumulatively in
accordance with the following schedule:
Years Elapsed Since Cumulative Number of Shares
Date of Grant For Which Option May Be Exercised
Less than 1 0
1 2,000
2 4,000
3 6,000
4 8,000
5 or more 10,000
<PAGE>
The foregoing schedules notwithstanding, if a Participant shall cease
to be a director of the Company because of death or Disability, all
Shares for which an Option has been granted shall become immediately
exercisable and shall be exercisable in accordance with Paragraph F.
Not withstanding anything herein to the contrary, upon the
authorization of the grant of a Discretionary Option, or at anytime
thereafter, the Committee may prescribe the date or dates on which
the Discretionary Option becomes exercisable, and may provide that
the Discretionary Option become exercisable in installments over a
period of years, or upon the attainment of stated goals.
E. MEDIUM OF PAYMENT:
The Option price shall be paid on the date of purchase specified in
the notice of exercise, as set forth in Paragraph G. It shall be
paid in the legal tender of the United States, or, at the election
of the Participant, by surrender to the Company of previously owned
shares with an aggregate fair market value (on the date of the
exercise) equal to the Option price to be paid; provided, however,
that if such shares were acquired pursuant to an incentive stock
option plan (as defined in Code Section 422) of the Company or
Affiliate, then the applicable holding period requirements of said
Section 422 have been met with respect to such shares, and, provided
further, that if (i) such shares were granted pursuant to an option,
then such option must have been granted at least six (6) months
prior to the exercise of the Option hereunder; and (ii), such shares
were purchased other than through the grant and exercise of
an option, such shares were owned by the Participant for more than
six (6) months prior to the exercise of the Option hereunder.
F. TERMINATION OF STATUS:
1. In the event that a Participant shall cease to be a director of
the Company for any reason other than death, Disability, or
voluntary termination as a director of the Company on or after
the attainment of his or her 65th birthday, his or her Option
shall be exercisable, only to the extent that it was exercisable
at the date he or she ceased to be a director and only until the
first to occur of one (1) year after such date or until the date on
which the Option otherwise expires according to its terms.
2. In the event that a Participant shall cease to be a director of
the Company because of death or Disability, his or her
Option may be exercised in its entirety (notwithstanding the
vesting schedule set forth in Paragraph D of this Article V or
in any Option Agreement) within the originally prescribed term
of the Option by the Participant or by any person or persons
designated by the Participant as the executors or
administrators of the Participant's estate, or by any person or
persons who shall have acquired the Option directly from the
Participant by his or her will or the applicable law of descent
and distribution.
3. In the event that a Participant shall cease to be a director of
the Company because of voluntary termination as a director of the
Company on or after the attainment of his or her 65th birthday and
that Participant has served as a director of the Company
for five (5) years or more, his or her Option may be
exercised in its entirety (notwithstanding the vesting schedule
set forth in Paragraph D of this Article V or in any Option
Agreement) within the originally prescribed term of the Option by
the Participant; provided that the Committee, in its sole
discretion, approves the exercise of the Option in its entirety.
4. In the event that a Participant shall cease to be a director of
the Company because of voluntary termination as a director of the
Company on or after the attainment of his or her 72nd birthday
and that Participant has not served as a director of the
Company for five (5) years, his or her Option shall be
exercisable (notwithstanding the vesting schedule set forth in
Paragraph D of this Article V or in any Option Agreement) within
the originally prescribed term of the Option by the Participant,
to the extent that (a) it was exercisable at the date he or she
ceased to be a director and (b) if the Option was exercisable
periodically, to the extent of any additional rights that would
have become exercisable (had the Participant not voluntarily
terminated as a director of the Company) during successive one
year periods from the Participant's date of termination for each
year the Participant served as a director of the Company.
<PAGE>
G. EXERCISE OF OPTION AND ISSUE OF STOCK:
Option shall be exercised by giving written notice to the Company.
Such written notice shall: (1) be signed by the person exercising
the Option, (2) state the number of Shares with respect to which the
Option is being exercised, and (3) specify a date (other than a
Saturday, Sunday or legal holiday) not less than five (5) nor more
than ten (10) days after the date of such written notice, as the
date on which the Shares will be purchased. Such tender and
conveyance shall take place at the principal office of the Company
during ordinary business hours, or at such other hour and place
agreed upon by the Company and the person or persons exercising the
Option. On the date specified in such written notice (which date
may be extended by the Company in order to comply with any law or
regulation which requires the Company to take any action with
respect to the Option Shares prior to the issuance thereof, whether
pursuant to the provisions of Article VI or otherwise), the Company
shall accept payment for the Option Shares and shall deliver to the
person or persons exercising the Option in exchange therefor
an appropriate certificate or certificates for paid non-assessable
Shares. In the event of any failure to take up and pay for the
number of Shares specified in such written notice on the date set
forth therein (or on the extended date as above provided), the
right to exercise the Option shall terminate with respect to such
number of Shares, but shall continue with respect to the remaining
Shares covered by the Option and not yet acquired pursuant thereto.
H. RIGHTS AS A STOCKHOLDER:
No Participant to whom an Option has been granted shall have rights
as a stockholder with respect to any Shares covered by such Option
except as to such Shares as have been issued to or registered in the
Company's share register in the name of such Participant upon the
due exercise of the Option and tender of the full Option price.
I. ASSIGNABILITY AND TRANSFERABILITY OF OPTION:
By its terms, an Option granted to a participant shall not be
transferable by the Participant and shall be exercisable, during the
Participant's lifetime, only by such Participant. Such
Option shall not be assigned, pledged or hypothecated in any way
(whether by operation of law or otherwise) and shall not be subject
to execution, attachment, or similar process. Any attempted
transfer, assignment, pledge, hypothecation or other disposition of
any Option or of any rights granted thereunder contrary to the
provisions of this Paragraph I, or the levy of any attachment or
similar process upon an Option or such rights, shall be null and
void.
VI. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION
In the event that the outstanding shares of the Company are changed into
or exchanged for a different number or kind of shares or other securities
of the Company or of another corporation by reason of any reorganization ,
merger, consolidation, recapitalization, reclassification, change in par
value, stock split-up, combination of shares or dividend payable in
capital stock , or the like, appropriate adjustments to prevent dilution
or enlargement of the rights granted to, or available for, Participants
shall be made in the number and kind of shares for the purchase of which
Options may be granted under the Plan, and, in addition, appropriate
adjustment shall be made in the number and kind of Shares and in the
Option price per share subject to outstanding options. Notwithstanding
anything herein to the contrary, in the event of an offer for the
Company's shares, the adoption of a plan of merger or consolidation under
which all of the shares of the Company would be eliminated, or a sale of
substantially all of the Company's assets, a Participant shall be entitled
to exercise immediately all or any portion of the Shares to which he or
she received an Option, regardless of the number of years elapsed since
the date of the grant .
VII. DISSOLUTION OR LIQUIDATION OF THE COMPANY
Upon the dissolution or liquidation of the Company other than in
connection with a transaction to which the preceding Article VI is
applicable, all Options granted hereunder shall terminate and become null
and void; provided, however, that if the rights of a Participant under the
applicable Options have not otherwise terminated and expired, the
Participant shall have the right immediately prior to such dissolution or
liquidation to exercise any Option granted hereunder to the extent that
the right to purchase Shares thereunder has become exercisable as of the
date immediately prior to such dissolution or liquidation.
<PAGE>
VIII. TERMINATION OF THE PLAN
The Plan shall terminate fifteen (15) years from the date of its adoption.
The Plan may be terminated at an earlier date by vote of the Board;
provided, however, that any such earlier termination shall not affect any
Options granted or Option Agreements executed prior to the effective date
of such termination. Except as may otherwise by provided for under
Articles VI and VII, and notwithstanding anything in this Plan to the
contrary, any Options granted prior to the effective date of the Plan's
termination may be exercised, if otherwise exercisable until ten (10)
years have elapsed from the date the Option is granted, and the provisions
of the Plan with respect to the full and final authority of the Committee
under the Plan shall continue to control.
IX. AMENDMENT OF THE PLAN
The Plan may be amended by the Board and such amendment shall become
effective upon adoption by the Board; provided, however, that any
amendment to Article II above or that otherwise requires the approval of
the stockholders of the Company in accordance with the Rule 16b-3
requirements of the Securities Exchange Act of 1934, as amended from time
to time, shall be subject to approval of the stockholders within the
requisite time period of such Act, and provided, further, that the Plan
may not be amended more frequently than once every six (6) months, unless
an amendment is necessary to comply with the Code or the Employee
Retirement Income Security Act of 1974, as amended, and is otherwise
permitted by Rule 16b-3.
X. INDEMNIFICATION OF COMMITTEE
In addition to such other rights of indemnification as they may have as
directors or members of the Committee, the members of the Committee shall
be indemnified by the Company against all reasonable expenses, including
attorneys' fees, actually and necessarily incurred in connection with the
defense of any action, suit or proceeding, or in connection with any
appeal therein, to which they or any of them may be a party by reason of
any action taken by them as members of the Committee and against all
amounts paid by them in settlement thereof (provided such settlement is
approved by independent legal counsel selected by the Company) or paid by
them in satisfaction of a judgment in any such action, suit
or proceeding, except in relation to matters as to which it shall be
adjudged in such action, suit or proceeding that the Committee member is
liable for gross negligence or willful misconduct in the performance of
his or her duties. To receive such indemnification, a Committee member
must first offer in writing to the Company the opportunity, at his own
expense, to defend any such action, suit or proceeding.
XI. RESTRICTIONS
If the Company shall determine, in its discretion, that the Shares under
the Plan must be registered or qualified under any applicable state or
federal securities law before they may be offered or sold to
the Participant, or that the consent or approval of any governmental
regulatory body is necessary or desirable in connection with the issuance
of such Shares, such Option may not be exercised by the Participant unless
the Shares have been so registered, qualified, or listed, or until such
consent or approval shall have been obtained, free of any conditions not
acceptable to the Company. The Company shall use reasonable efforts to
qualify the Shares, obtain the benefit of any applicable exemption from
such qualification, or obtain any such consent or approval, provided that
no Participant shall have any right to require the company to undertake
any registration or other action which the Company determines, in its sole
discretion, to be unduly burdensome.
<PAGE>
XII. SAVINGS CLAUSE
This Plan intended to comply in all respects with applicable law and
regulations, including Rule 16b-3 of the Securities and Exchange
Commission. In case any one or more provisions of this Plan shall be
held invalid, illegal, or unenforceable in any respect under applicable
law and regulation (including Rule 16b-3), the validity, legality, and
enforceability of the remaining provisions shall not in any way be
affected or impaired thereby and the invalid, illegal, or unenforceable
provisions shall be deemed null and void; however, to the extent permitted
by law, any provision that could be deemed null and void shall first be
construed, interpreted, or revised retroactively to permit this Plan to be
construed in compliance with all applicable law (including Rule 16b-3) so
as to foster the intent of this Plan. Notwithstanding anything herein to
the contrary, no grant of, or Option to purchase, Shares shall permit
unrestricted ownership of Shares by the Participant for at least six (6)
months from the date of grant or Option to purchase.
XIII. EFFECTIVE DATE
This Plan shall become effective upon adoption by the Board. The adoption
of the Plan shall be subject to subsequent approval by the stockholders
of the Company at the next annual meeting of the Company's stockholders
unless such approval is not required by any rules or regulations
promulgated by the Securities and Exchange Commission under Section 16(b)
of the Securities Exchange Act of 1934, as amended from time to time.
Notwithstanding the foregoing, if the Plan shall have been approved by the
Board prior to such annual meeting, Options shall be granted to Eligible
Directors prior to the date of such annual meeting in accordance with
Article V, subject to such subsequent stockholder approval but
such Options shall not become exercisable until such approval is obtained
or its is determined that such approval is not required.
XIV. GOVERNING LAW
This Plan shall be governed by the laws of the State of Delaware and
construed in accordance therewith.
Originally adopted and effective on the 29th day of October, 1993 by the Board
of Directors. Amended and restated this 1st day of January, 1997 by the Board
of Directors.
<PAGE>
EXHIBIT 5
USFreightways Corporation
9700 Higgins Road, Suite 570
Rosemont, IL 60018
[GRAPHIC OMITTED]
Richard C. Pagano
Vice President, General Counsel & Secretary
USFreightways Corporation
May 9, 1997
USFreightways Corporation
9700 Higgins Road, Suite 570
Rosemont, Illinois 60018
Re: Post-Effective Amendment No. 1 to
Registration Statement on Form S-8
Ladies and Gentlemen:
I have acted as counsel to USFreightways Corporation, a Delaware corporation
(the "Company"), in connection with the preparation and filing of a Post-
Effective Amendment to a Registration Statement on Form S-8 (the "Registration
Statement") with the Securities and Exchange Commission under the Securities Act
of 1933, as amended. The Registration Statement relates to the sale by the
Company of up to 250,000 shares of the Company's Common Stock, $.01 par value
per share (the "Common Stock:"), through the USFreightways Corporation Stock
Option Plan for Non-Employee Directors (the "Plan").
In connection with this opinion, I have relied as to matters of fact, without
investigation, upon certificates of public officials and others and upon
affidavits, certificates and written statements of directors, officers
and employees of, and the accountants for, the Company. I also have examined
originals or copies, certified or otherwise identified to our satisfaction, of
such corporate and other instruments, documents and records as I have deemed
relevant and necessary to examine for the purpose of this opinion, including
the Plan.
In connection with this opinion, I have assumed the accuracy and completeness
of all documents and records that I have reviewed, the genuineness of all
signatures, the due authority of the parties signing such documents,
the authenticity of the documents submitted to us as originals and the
conformity to authentic original documents of all documents submitted to us as
certified, conformed or reproduced copies.
Based upon and subject to the foregoing, it is my opinion that the 250,000
shares of Common Stock covered by the Registration Statement, when issued and
sold by the Company and paid for in accordance with the provisions of the Plan,
will be legally issued, fully paid and non-assessable shares of Common Stock.
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement to be filed by the Company with respect to the shares of Common Stock
issuable pursuant to the Plan.
I am admitted to practice law in the State of Illinois and I 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,
/s/Richard C. Pagano
Richard C. Pagano
Vice President, General Counsel & Secretary
USFreightways Corporation
RCP:rp
<PAGE>
EXHIBIT 23
CONSENT OF KPMG PEAT MARWICK
The Board of Directors
USFreightways Corporation
We consent to the use of our report incorporated by reference in this
registration statement on Form S-8 of USFreightways Corporation.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Chicago, Illinois
May 9, 1997
<PAGE>
EXHIBIT 24
USFREIGHTWAYS CORPORATION
POWER OF ATTORNEY
The undersigned hereby appoints Christopher L. Ellis, Robert S. Owen and
Richard C. Pagano, and each of them, as my attorneys-in-fact to execute and
file in my name and in my behalf, in all capacities as an officer or director
of USFreightways Corporation, Registration Statements on Form S-8 and all
amendments thereto (including post-effective amendments) to be filed with the
Securities and Exchange Commission, relating to the issuance, through the
USFreightways Corporation Stock Option Plan for Non-Employee Directors, of
common stock of USFreightways Corporation, par value $0.01 per share.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
on the 9th day of May, 1997.
/s/ J. Campbell Carruth *
___________________
J. Campbell Carruth President, Chief Executive Officer and
Director (Principal Executive Officer)
/s/ Robert V. Delaney *
_________________
Robert V. Delaney Director
/s/ Robert P. Neuschel *
__________________
Robert P. Neuschel Director
/s/ Neil A. Springer *
_________________
Neil A. Springer Director
/s/ William N. Weaver, Jr. *
_____________________
William N. Weaver, Jr. Director
/s/ Morley Koffman *
______________
Morley Koffman Director
/s/ John W. Puth *
____________
John W. Puth Director
