<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 23, 1999
REGISTRATION NO. 333-76217
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------
USFREIGHTWAYS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<S> <C> <C>
DELAWARE 4213 36-3790696
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification No.)
</TABLE>
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
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
USFREIGHTWAYS CORPORATION
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)
-------------------------
Copies to:
<TABLE>
<S> <C>
WILLIAM N. WEAVER, JR. ROBERT F. WALL, ESQ.
SACHNOFF & WEAVER, LTD. WINSTON & STRAWN
30 SOUTH WACKER DR., 29TH FLOOR 35 WEST WACKER DR., SUITE 4200
CHICAGO, ILLINOIS 60606 CHICAGO, ILLINOIS 60601
TELEPHONE: (312) 207-1000 TELEPHONE: (312) 558-5600
</TABLE>
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
-------------------------
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. [ ]
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.
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<PAGE> 2
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED APRIL 23, 1999
PROSPECTUS
$100,000,000
USFREIGHTWAYS LOGO
USFREIGHTWAYS CORPORATION
% NOTES DUE 200
------------------------
We are offering and selling an aggregate of $100,000,000 of our %
notes due 200 . We will receive the proceeds from the sale of the notes.
Interest on the notes is payable on May 1 and November 1 of each year,
beginning November 1, 1999. The notes will mature on , 200 . We
may redeem some or all of the notes at any time. We describe the redemption
price under the heading "Description of the Notes--Optional Redemption" on page
8 of this prospectus. We will also pay accrued interest to the date of any
redemption.
The notes are unsecured and rank equally with all of our other unsecured
senior indebtedness. The notes will not be entitled to the benefit of any
sinking fund.
THIS INVESTMENT INVOLVES RISK. SEE "RISK FACTORS" BEGINNING ON PAGE 5.
------------------------
<TABLE>
<CAPTION>
PER NOTE TOTAL
-------- -----
<S> <C> <C>
Public Offering Price(1)............................ % $
Underwriting Discount............................... % $
Proceeds, before expenses, to USFreightways
Corporation....................................... % $
</TABLE>
(1) Plus accrued interest from , 1999, if settlement occurs after
that date
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The notes will be ready for delivery through The Depository Trust Company
on or about , 1999.
------------------------
MERRILL LYNCH & CO. CREDIT SUISSE FIRST BOSTON
------------------------
The date of this prospectus is , 1999.
<PAGE> 3
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS. WE HAVE NOT, AND THE UNDERWRITERS HAVE NOT,
AUTHORIZED ANY OTHER PERSON TO PROVIDE YOU WITH DIFFERENT INFORMATION. IF ANYONE
PROVIDES YOU WITH DIFFERENT OR INCONSISTENT INFORMATION, YOU SHOULD NOT RELY ON
IT. WE ARE NOT, AND THE UNDERWRITERS ARE NOT, MAKING AN OFFER TO SELL THESE
SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED. YOU
SHOULD ASSUME THAT THE INFORMATION APPEARING IN THIS PROSPECTUS, AS WELL AS
INFORMATION WE PREVIOUSLY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AND
INCORPORATED BY REFERENCE, IS ACCURATE AS OF THE DATE ON THE FRONT COVER OF THIS
PROSPECTUS ONLY. OUR BUSINESS, FINANCIAL CONDITION, RESULTS OF OPERATIONS AND
PROSPECTS MAY HAVE CHANGED SINCE THAT DATE.
TABLE OF CONTENTS
<TABLE>
<S> <C>
USFreightways Corporation................................... 3
Where to Find More Information.............................. 4
Risk Factors................................................ 5
Ratios of Earnings to Fixed Charges......................... 6
Use of Proceeds............................................. 6
Summary Consolidated Financial Data......................... 7
Description of the Notes.................................... 8
Underwriting................................................ 13
Legal Opinions.............................................. 14
Experts..................................................... 14
</TABLE>
<PAGE> 4
USFREIGHTWAYS CORPORATION
We are a leading full-service provider of transportation services and
innovative logistics solutions. We accomplish this through the following
decentralized business units:
- Regional less than truckload trucking
- Logistics
- Freight forwarding
- Truckload transportation
REGIONAL LESS THAN TRUCKLOAD ("LTL") TRUCKING
We own a group of five regional LTL companies which deliver freight
overnight and by the second day throughout the United States, Hawaii, Alaska and
parts of Canada. Over 70% of the freight we deliver for our regional customers
is delivered within one day and over 95% is delivered within two days. The
principal companies in our regional LTL group are USF Holland Inc., USF Bestway
Inc., USF Red Star Inc., USF Reddaway Inc. and USF Dugan Inc.
Typically, LTL carriers transport freight weighing 10,000 pounds or less
along scheduled routes from many customers to various destinations. These
carriers operate a network of terminals and fleets of line-haul and pick-up 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 carriers generally are categorized as regional, interregional or
long-haul carriers, depending on the distance freight travels from pick-up to
final delivery. Regional LTL carriers usually have average lengths of haul of
500 miles or less and tend to provide overnight or second-day service. Regional
LTL carriers usually can deliver the freight directly from the origin terminal
to the destination terminal. This avoids the costly and time-consuming use of
breakbulk terminals, which are terminals where the 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 and spoke systems) and rely heavily on the interim
handling of freight. Interregional carriers (500 to 1,000 miles per average
haul) also rely on breakbulk terminals but less so than long-haul carriers.
We believe that the regional LTL market is the most attractive segment of
the LTL trucking industry. Because the way customers manufacture and distribute
their products has changed, there is an increased demand for the direct shipment
and delivery of freight. Today, freight is moving over shorter distances to its
ultimate destination. Companies are making more use of regional distribution
centers and using the services of regional LTL carriers to deliver the products
from these centers to their customers. We also believe that the market for our
services may continue to grow because (1) substantial capital is required for
terminals and trucks and (2) a large number of skilled workers is needed, which
makes it difficult for new companies to compete against us in the regional LTL
market.
LOGISTICS
Our logistics companies provide logistics and distribution services in the
United States and Canada. The principal companies in the logistics group, USF
Logistics Inc. and USF Distribution Services Inc., provide integrated supply
chain solutions for their clients, including transportation, warehousing, cross
docking, product configuration and reverse logistics. Reverse logistics is the
process of handling unsaleable assets (for example, products that are damaged,
defective, returned-to-stock, discontinued or recalled). The companies primarily
serve clients in the automotive, consumer, food distribution, healthcare,
metals, retail and technology industries. These companies are supply chain
partners to many Fortune 500 companies, including Proctor & Gamble, Fleming
Foods, Becton Dickinson, Ryerson and Microsoft.
3
<PAGE> 5
FREIGHT FORWARDING
Our freight forwarding companies provide domestic and international freight
forwarding services. The principal companies in the freight forwarding group are
USF Seko Worldwide Inc. and Golden Eagle Group Inc. Freight forwarding involves
the handling and management of the transportation of freight to domestic and
international destinations using third-party carriers, including pick up and
delivery carriers, commercial airlines and ocean vessels.
TRUCKLOAD
Truckload service involves the shipping of freight weighing 10,000 pounds
or more from a single shipper to a single destination along an irregular route.
The principal company in the truckload group is Glen Moore Transport Inc. We
deliver shipments from the Mid-Atlantic and Southeast states to the West Coast
and into the Midwest states. The average length of our hauls is approximately
1,000 miles.
Our principal executive offices are located at 9700 Higgins Road, Suite
570, Rosemont, Illinois 60018; our telephone number is (847) 696-0200; and our
World Wide Web home site is http://www.usfreightways.com.
RECENT DEVELOPMENTS
On April 15, 1999, we released information regarding our financial
performance for the first quarter of this year. Net income was $17.5 million (or
$0.65 diluted earnings per share) for the quarter, an increase of $3.8 million
(or $0.13 per share) over the first quarter of 1998. Operating revenue for the
quarter increased to $513.2 million from $442.3 million, an increase of 16% over
the first quarter of 1998. Operating revenue for the first quarter of 1999
includes $30.4 million from three acquisitions completed since the first quarter
of 1998.
We are considering a proposal to exchange notes, with terms identical to
those of the notes described in this prospectus, for our currently outstanding
6 5/8% Notes due May 1, 2000. We have not made any decision on whether to
proceed with this proposal.
WHERE TO FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission. Our SEC filings are
available to the public over the Internet at the SEC's web site at
http://www.sec.gov. You may also read and copy any document we file with the SEC
at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C.
20549 and at the SEC's regional offices located at Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661 and Seven World Trade
Center, New York, New York 10048. You can call the SEC at 1-800-SEC-0330 for
further information on the public reference rooms. Our reports, proxy statements
and other information may also be inspected at the offices of the National
Association of Securities Dealers, Inc., Reports Section, 1735 K Street, N.W.,
Washington, D.C. 20006.
The SEC allows us to "incorporate by reference" the information we file
with it, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus and information that we file later with the
SEC will automatically update and supersede the information included or
incorporated by reference in this prospectus. We incorporate by reference the
document listed below and any future filings with the SEC under Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until we sell all of
the notes:
- Annual Report on Form 10-K for the year ended December 31, 1998.
You may request a free copy of this filing by writing or telephoning
Christopher L. Ellis, Senior Vice President, USFreightways Corporation, 9700
Higgins Road, Suite 570, Rosemont, Illinois 60018, telephone (847) 696-0200.
4
<PAGE> 6
RISK FACTORS
Before you invest in the notes, you should be aware that there are various
risks, including those described below. You should carefully consider these risk
factors, together with all of the other information included in this prospectus,
before you decide whether to purchase the notes.
Some of the information in this prospectus contains forward-looking
statements that involve substantial risks and uncertainties. You can identify
such statements by forward-looking words such as "may," "will," "expect,"
"anticipate," "believe," "estimate," and "continue" or similar words. You should
read statements that contain these words carefully because they: (1) discuss our
future expectations, (2) contain projections of our future results of operations
or of our financial condition or (3) state other "forward-looking" information.
We believe it is important to communicate our expectations to our investors.
However, there may be events in the future which we are not able to accurately
predict or over which we have no control. The risk factors listed in this
section, as well as any cautionary language in this prospectus, provide examples
of risks, uncertainties and events that may cause our actual results to differ
materially from the expectations we describe in our forward-looking statements.
Before you invest in the notes, you should be aware that the occurrence of the
events described in these risk factors and documents incorporated by reference
could have a material adverse effect on our business, operating results and
financial condition.
INCREASES IN FUEL COSTS
We depend on diesel fuel to run our trucks. If the cost of fuel increases,
our results of operation will be affected even though we are able to charge our
customers for a portion of the fuel increase. We are only able to charge our
customers for increased fuel costs above a certain price level, so we must bear
any increase in fuel costs below that level.
RISKS OF ACQUISITION STRATEGY
Our growth has depended in part on our ability to acquire small- to
medium-sized trucking, logistics and freight forwarding companies throughout the
United States. We expect to continue to acquire companies as an element of our
growth strategy. However, acquisitions involve certain risks that could cause
our actual growth to differ from our expectations. For example:
- We compete with other companies to acquire transportation services
companies. We cannot predict whether this competition will increase. If
competition does increase, there may be fewer suitable transportation
services companies available to be acquired and the price for suitable
acquisitions may increase.
- We may not be able to continue to identify suitable acquisition
candidates or to acquire additional transportation services companies on
favorable terms. We may also be entering markets in which we have limited
direct experience.
- We may not be able to successfully integrate the operations of an
acquired business, particularly in the period immediately following an
acquisition. We may lose customers, key employees and drivers after we
acquire the business that could adversely affect the results of our
operations.
- The attention of our management may be diverted from the concerns of our
other businesses.
ADVERSE IMPACT OF YEAR 2000 COMPUTER SYSTEMS COMPLIANCE
Many older computer software programs refer to years in terms of final two
digits only. Such programs may incorrectly interpret the year 2000 to mean the
year 1900. If not corrected, such programs could cause date-related transaction
failures. Although we have corrected substantially all of the systems that we
believe are critical to our business, the year 2000 problem may, however,
adversely impact our business, financial condition and results of operation by
affecting the business and operations of our suppliers and customers. For
example, if the year 2000 problem affects our customers, we may lose revenues
because our customers may not be able to ship freight or pay us for our
services. We cannot predict whether our suppliers and customers will suffer any
adverse impact because of the year 2000 problem or the effect they may have on
our business.
5
<PAGE> 7
RATIO OF EARNINGS TO FIXED CHARGES
Our consolidated ratio of earnings to fixed charges for each of the years
in the five-year period ended December 31, 1998 is set forth below.
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
------------------------------------
1994 1995 1996 1997 1998
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges.......................... 4.3 4.4 3.8 6.7 8.0
</TABLE>
For the purpose of calculating the ratio of earnings to fixed charges,
earnings consist of income before income taxes plus fixed charges, less interest
capitalized during the period and USFreightways Corporation's share of the
undistributed income in less-than-fifty-percent-owned affiliates. Fixed charges
consist of interest expense plus that portion of rental expense that is deemed
to represent interest.
USE OF PROCEEDS
The proceeds (after deducting the underwriting discount and estimated
expenses) to be received by us from the sale of the notes are estimated to be
approximately $ . We will use the net proceeds to reduce the unsecured lines
of credit we have with various banks. The unsecured lines of credit have a
weighted average effective cost of approximately 5.1% per year. Until we apply
the net proceeds for specific purposes, we may invest them in marketable
securities.
6
<PAGE> 8
SUMMARY CONSOLIDATED FINANCIAL DATA
<TABLE>
<CAPTION>
FISCAL YEAR ENDED
-------------------------------------------------------------------------------------
52 WEEKS 52 WEEKS 52 WEEKS 53 WEEKS
DEC. 31, 1994 DEC. 30, 1995 DEC. 28, 1996 JAN. 3, 1998 DEC. 31, 1998(1)
------------- ------------- ------------- ------------ ----------------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Operating revenues............ $1,016,464 $1,144,458 $1,330,972 $1,565,249 $1,834,893
Income from operations........ 69,666 67,543 67,128(2) 105,010 129,433
Interest expense.............. (9,081) (8,884) (12,144) (8,461) (8,784)
Interest income............... 664 707 649 1,038 757
Other non-operating expense... (2,011) (878) (704) (92) 88
---------- ---------- ---------- ---------- ----------
Net income from operations
before income taxes........ 59,238 58,488 54,929 97,495 121,494
Net income from operations.... 33,356 33,338 31,478 56,581 71,445
Extraordinary item-operating
rights..................... (1,291) -- -- -- --
---------- ---------- ---------- ---------- ----------
Net income.................... $ 32,065 $ 33,338 $ 31,478(2) $ 56,581 $ 71,445
========== ========== ========== ========== ==========
Diluted Earnings Per Share:
Net income per share from
operations................. $ 1.51 $ 1.51 $ 1.40(2) $ 2.19 $ 2.70
Net income per share.......... $ 1.45 $ 1.51 $ 1.40(2) $ 2.19 $ 2.70
Average shares
outstanding-basic.......... 22,142 22,123 22,249 25,544 26,209
</TABLE>
- -------------------------
(1) For fiscal year 1998, USFreightways Corporation began reporting on a
calendar year basis.
(2) Income from operations, net income and earnings per share include the USF
Red Star Inc. restructuring charge of $4,050, before income tax, equivalent
to $0.10 per share, net of tax.
<TABLE>
<CAPTION>
DEC. 31, DEC. 30, DEC. 28, JAN. 3, DEC. 31,
1994 1995 1996 1998 1998
-------- -------- -------- ------- --------
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working capital......................... $ 26,168 $ 30,127 $ 59,229 $ 55,402 $ 50,972
Total assets............................ 501,002 578,194 688,508 799,535 974,673
Long-term obligations excluding current
portion.............................. 105,667 137,333 178,000 115,000 151,096
Stockholders' equity.................... 208,094 233,152 269,260 392,200 459,134
</TABLE>
7
<PAGE> 9
DESCRIPTION OF THE NOTES
GENERAL
The notes will be issued under an indenture (we refer to the indenture, as
supplemented from time to time, as the "Indenture") between USFreightways
Corporation and NBD Bank, the Trustee. The notes are unsecured obligations of
USFreightways Corporation. They will rank on a parity with all of our other
unsecured and unsubordinated indebtedness. The notes will mature on
, 200 . The notes will bear interest at the rate shown on the
front cover of this prospectus from , 199 , payable semi-annually
on each May 1 and November 1 to the persons in whose name they are registered at
the close of business on April 15 or October 15 preceding the interest payment
date. The first interest payment will be made on November 1, 1999. The notes are
subject to redemption prior to maturity as described below, but are not entitled
to the benefit of any sinking fund. They will be issued in book-entry form only.
See "Book-Entry System."
The following summary of certain provisions of the notes and the Indenture
is not complete and is subject to the detailed provisions of the Indenture. We
have filed a copy of the Indenture as an exhibit to the Registration Statement.
Whenever particular provisions or defined terms in the Indenture are referred to
in this prospectus, such provisions or defined terms are incorporated by
reference in this prospectus. Section references used in this prospectus are
references to the Indenture.
OPTIONAL REDEMPTION
Our notes will be redeemable, as a whole or in part, at our option, at any
time or from time to time, on at least 30 days, but not more than 60 days, prior
notice mailed to the registered address of each holder of our notes. The
redemption price will be equal to the greater of (1) 100% of the principal
amount of the notes to be redeemed or (2) the sum of the present values of the
Remaining Scheduled Payments (as defined below) discounted, on a semiannual
basis (assuming a 360-day year consisting of twelve 30-day months), at a rate
equal to the sum of the Treasury Rate (as defined below) and basis points.
In the case of each of clause (1) and (2), accrued interest will be payable
to the redemption date.
"Treasury Rate" means, with respect to any redemption date, the rate per
annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for
such redemption date.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the notes to be redeemed that would be utilized, at the
time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of such Notes. "Independent Investment Banker" means one of the
Reference Treasury Dealers appointed by us.
"Comparable Treasury Price" means, with respect to any redemption date, (1)
the average of the Reference Treasury Dealer Quotations for such redemption date
after excluding the highest and lowest of such Reference Treasury Dealer
Quotations, or (2) if the Trustee obtains fewer than five such Reference
Treasury Dealer Quotations, the average of all such quotations. "Reference
Treasury Dealer Quotations" means, with respect to each Reference Treasury
Dealer and any redemption date, the average, as determined by the Trustee, of
the bid and asked prices for the Comparable Treasury Issue (expressed in each
case as a percentage of its principal amount) quoted in writing to the Trustee
by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third
business day preceding such redemption date.
"Reference Treasury Dealer" means each of Merrill Lynch, Pierce, Fenner &
Smith Incorporated and Credit Suisse First Boston Corporation and their
respective successors. If the foregoing shall cease to be a primary U.S.
Government securities dealer (a "Primary Treasury Dealer"), we shall substitute
another nationally recognized investment banking firm that is a Primary Treasury
Dealer.
8
<PAGE> 10
"Remaining Scheduled Payments" means, with respect to each note to be
redeemed, the remaining scheduled payments of principal and interest on such
note that would be due after the related redemption date but for such
redemption. If such redemption date is not an interest payment date with respect
to such note, the amount of the next succeeding scheduled interest payment on
such note will be reduced by the amount of interest accrued on such note to such
redemption date.
On and after the redemption date, interest will cease to accrue on the
notes or any portion of the notes called for redemption (unless we default in
the payment of the redemption price and accrued interest). On or before the
redemption date, we will deposit with a paying agent (or the Trustee) money
sufficient to pay the redemption price of and accrued interest on the notes to
be redeemed on such date. If less than all of the notes are to be redeemed, the
notes to be redeemed shall be selected by the Trustee by such method as the
Trustee shall deem fair and appropriate.
BOOK-ENTRY SYSTEM
The notes initially will be represented by one or more global securities
deposited with The Depository Trust Company ("DTC") and registered in the name
of DTC's nominee. Except under the circumstances described below, we will not
issue the notes in definitive form.
Upon the issuance of a global security, DTC will credit on its book-entry
registration and transfer system the accounts of persons designated by the
underwriters with the respective principal amounts of the notes represented by
the global security. Ownership of beneficial interests in a global security is
limited to persons that have accounts with DTC or its nominee ("participants")
or persons that may hold interests through participants. Ownership of beneficial
interests in a global security will be shown on, and the transfer of that
ownership may be effected only through, records maintained by DTC or its nominee
(for interests of persons who are participants) and records maintained by
participants (for interests of persons who are not participants). The laws of
some states require that certain purchasers of securities take physical delivery
of the securities in definitive form. Such limits and laws may impair a
purchaser's ability to transfer beneficial interests in a global security.
DTC or its nominee will be considered the sole owner or holder of the notes
represented by the global security for all purposes under the Indenture. Except
as provided below, owners of beneficial interests in a global security will not
be entitled to have notes represented by the global security registered in their
names, will not receive or be entitled to receive physical delivery of notes in
definitive form, and will not be considered the owners of record or holders of
notes under the Indenture.
We will make principal and interest payments on notes registered in the
name of DTC or its nominee to DTC or its nominee as the registered holder of the
relevant global security. None of us, the Trustee, any paying agent nor the
registrar for the notes will have any responsibility or liability for any aspect
of the records relating to, or payment made on account of, beneficial interests
in a global security or for maintaining, supervising or reviewing any records
relating to such beneficial interests.
We expect that DTC or its nominee, upon receipt of any payment of principal
or interest, will credit immediately participants' accounts with payments in
amounts proportionate to their respective beneficial interests in the principal
amount of the relevant global security as shown on the records of DTC or its
nominee. We also expect that payments by participants to owners of beneficial
interests in a global security held through such participants will be governed
by standing instructions and customary practices, as is the case with securities
held for the accounts of customers in bearer form or registered in "street
name," and will be the responsibility of such participants.
If DTC at any time is unwilling or unable to continue as a depository and
we do not appoint a successor depository within 90 days, we will issue notes in
definitive form in exchange for the entire global security. In addition, we may
at any time and in our sole discretion determine not to have notes represented
by a global security and, in such event, we will issue notes in definitive form
in exchange for the entire global security. In any such instance, an owner of a
beneficial interest in a global security will be entitled to physical delivery
in definitive form of notes represented by such global security equal in
9
<PAGE> 11
principal amount to such beneficial interest and to have such notes registered
in the owner's name. Notes so issued in definitive form will be issued as
registered notes in denominations of $1,000 and integral multiples thereof,
unless we specify otherwise.
The information in this section concerning DTC and its book-entry system
has been obtained from sources that we believe to be reliable, but we do not
take responsibility for its accuracy.
LIMITATION ON LIENS OF STOCK OR INDEBTEDNESS OF SIGNIFICANT SUBSIDIARIES
We will not, nor will we permit any Significant Subsidiary (as defined
below) to, create, assume, incur or suffer to exist any mortgage, security
interest, lien, pledge, charge or any other encumbrance (referred to in this
prospectus as a "lien") on any stock or indebtedness of any Significant
Subsidiary to secure any Obligation (as defined below) other than the notes,
without in any such case effectively providing that all the notes will be
directly secured equally and ratably with such Obligation. These restrictions do
not apply to debt secured by:
- liens on stock or indebtedness of a corporation existing at the time it
becomes a Significant Subsidiary;
- liens on stock or indebtedness of a Significant Subsidiary at the time of
the acquisition of such stock or indebtedness; and
- any extensions, renewals or replacements, in whole or in part, of any
lien referred to above. (Section 1008)
"Obligation" means every obligation for money borrowed and every obligation
evidenced by a bond, note, debenture or other similar instrument.
"Significant Subsidiary" means (1) any subsidiary which had total assets
that constituted at least 10% of our total assets on a consolidated basis
determined as of the date of the most recent quarterly consolidated balance
sheet or (2) any subsidiary which had revenues for the three-month period ending
on the date of the most recent quarterly consolidated statement of operations
that constituted at least 10% of our total revenues on a consolidated basis.
CONSOLIDATION OR MERGER
We may consolidate or merge with, or sell all or substantially all of our
assets to, another corporation. The remaining or acquiring corporation must
assume all of our responsibilities and liabilities under the Indenture,
including the payment of all amounts due on the notes and performance of the
covenants. Under these circumstances, if our properties or assets become subject
to a lien not permitted by the Indenture, we will equally and ratably secure the
notes. (Section 801)
EVENTS OF DEFAULT
An event of default under the Indenture with respect to the notes includes
the following:
- failure to pay interest on the notes for 30 days;
- failure to pay principal on the notes when due;
- failure to perform any of the other covenants or agreements in the
Indenture relating to the notes that continues for 60 days after notice
to us by the Trustee or holders of at least 10% in principal amount of
the outstanding notes;
- failure to pay when due any obligation of ours or any subsidiary having
an aggregate principal amount outstanding of at least $5,000,000 that
continues for 10 days after notice to us by the Trustee or holders of at
least 10% in principal amount of the outstanding notes; or
- certain events of bankruptcy, insolvency or reorganization relating to us
or any Significant Subsidiary. (Section 501)
10
<PAGE> 12
The Indenture provides that the Trustee will, with certain exceptions,
notify the holders of the notes of any event of default known to it within 90
days after the occurrence of such event. (Section 602)
If an event of default (other than with respect to certain events of
bankruptcy, insolvency or reorganization) occurs and is continuing for the
notes, the Trustee or the holders of not less than 25% in principal amount of
the notes may declare the principal amount to be due and payable. In such a
case, subject to certain conditions, the holders of a majority in principal
amount of the notes then outstanding can rescind and annul such declaration and
its consequences. (Section 502)
We are required to file an annual officers' certificate with the Trustee
concerning our compliance with the Indenture. (Section 1004) Subject to the
provisions of the Indenture relating to the duties of the Trustee, the Trustee
is not obligated to exercise any of its rights or powers at the request or
direction of any of the holders unless they have offered the Trustee reasonable
security or indemnity. (Section 603) If the holders provide reasonable security
or indemnity, the holders of a majority in principal amount of the outstanding
notes during an event of default may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee under the
Indenture or exercising any of the Trustee's trusts or powers with respect to
the notes. (Section 512)
MODIFICATION AND AMENDMENT OF THE INDENTURE
We may enter into supplemental indentures with the Trustee without the
consent of the holders of the notes to, among other things:
- evidence the assumption by a successor corporation of our obligations;
- appoint additional, separate or successor trustees to act under the
Indenture;
- add covenants for the protection of the holders of the notes;
- cure any ambiguity or correct any inconsistency in the Indenture; and
- establish the form or terms of the notes. (Section 901)
With the consent of the holders of 66 2/3% in principal amount of the
outstanding notes, we may execute supplemental indentures with the Trustee to
add provisions or change or eliminate any provision of the Indenture or any
supplemental indenture or to modify the rights of the holders of the notes.
Without the consent of the holders of all the notes, no such supplemental
indenture will, with respect to the notes:
- change their stated maturity;
- reduce their principal amount or their interest rate;
- reduce the principal amount payable upon their acceleration;
- change the place or currency in which they are payable;
- impair the right to institute suit for their enforcement;
- reduce the percentage in principal amount of notes, the consent of the
holders of which is required for any such supplemental indenture;
- reduce the percentage in principal amount of notes required for waiver of
compliance with certain provisions of the Indenture or certain defaults;
or
- modify provisions with respect to modification and waiver. (Section 902)
DISCHARGE OF INDENTURE
At our option, we (1) will be discharged from all obligations under the
Indenture in respect of the notes (except for certain obligations to exchange or
register the transfer of the notes, replace stolen, lost or mutilated notes,
maintain paying agencies and hold monies for payment in trust) or (2) need not
comply with certain restrictive covenants of the Indenture (including the
limitation on liens) with respect to the
11
<PAGE> 13
notes, in each case if we deposit with the Trustee, in trust, money or U.S.
government obligations (or a combination thereof) sufficient to pay the
principal of and any premium or interest on the notes when due. In order to
select either option, we must provide the Trustee with an opinion of counsel or
a ruling from, or published by, the Internal Revenue Service, to the effect that
holders of the notes will not recognize gain or loss for Federal income tax
purposes, as if we had not exercised either option. (Sections 1302 and 1304)
In the event we exercise our option under (2) above with respect to the
notes and the notes are declared due and payable because of the occurrence of
any event of default other than default with respect to such obligations, the
amount of money and U.S. government obligations on deposit with the Trustee will
be sufficient to pay amounts due on the notes at the time of their stated
maturity but may not be sufficient to pay amounts due on the notes at the time
of the acceleration resulting from such event of default. We would remain
liable, however, for such amounts. (Sections 1303 and 1304)
GOVERNING LAW
The Indenture will be governed by, and construed in accordance with, the
laws of the State of New York.
CONCERNING THE TRUSTEE
We maintain lines of credit and have customary banking relationships with
NBD Bank, the Trustee under the Indenture.
12
<PAGE> 14
UNDERWRITING
Subject to the terms and conditions contained in the underwriting
agreement, dated April , 1999, among us and the several underwriters, for whom
Merrill Lynch, Pierce, Fenner & Smith Incorporated and Credit Suisse First
Boston Corporation are acting as representatives, we have agreed to sell to the
underwriters, and the underwriters have severally agreed to purchase from us,
the aggregate principal amount of the notes set forth after their respective
names below. The obligations of the underwriters are subject to certain
conditions. The underwriters must purchase all of the notes if they purchase
any.
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT
UNDERWRITER OF NOTES
- ----------- ----------------
<S> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated...................................
Credit Suisse First Boston Corporation......................
------------
Total.......................................... $100,000,000
============
</TABLE>
The underwriters have advised us that they propose initially to offer the
notes to the public at the public offering price set forth on the cover page of
this prospectus, and to certain dealers at such price less a concession not in
excess of % of the principal amount of the notes. The underwriters may allow,
and such dealers may reallow, a discount not in excess of % of the principal
amount of the notes to certain other dealers. After the initial public offering,
the public offering price, concession and discount may be changed.
The notes are a new issue of securities with no established trading market.
We do not intend to apply for listing of the notes on a national securities
exchange. We have been advised by the representatives that they intend to make a
market in the notes, but they are not obligated to do so and may discontinue
market-making at any time without notice. We can provide no assurance as to the
liquidity of, or any trading market for, the notes.
In connection with the offering, the underwriters are permitted to engage
in certain transactions that stabilize the price of the notes in accordance with
Regulation M under the Securities Act of 1934, as amended. Such transactions
consist of bids or purchases for the purpose of pegging, fixing or maintaining
the price of the notes. If the underwriters create a short position in the notes
in connection with the offering, i.e., if they sell a greater aggregate
principal amount of notes than is set forth on the cover of this prospectus, the
underwriters may reduce that short position by purchasing notes in the open
market. In general, purchases of a security for the purpose of stabilization or
to reduce a short position could cause the price of the security to be higher
than it might be in the absence of such purchases. Such activities, if
commenced, may be discontinued at any time.
Neither we nor any underwriter makes any representation or prediction as to
the direction or magnitude of any effect that the transactions described above
may have on the price of the notes. In addition, neither we nor any underwriter
makes any representation that the underwriters will engage in such transactions
or that such transactions, once commenced, will not be discontinued without
notice.
We have agreed to indemnify the underwriters against certain liabilities,
including liabilities under the Securities Act of 1933, as amended, or if
indemnification is not allowed, to contribute to payments the underwriters may
be required to make because of those liabilities.
In the ordinary course of business, Merrill Lynch & Co. has from time to
time provided investment banking and financial advisory services to us and has
also acted as representative of various other underwriters in connection with
public offerings of our common stock in February 1997 and debt securities in May
1993.
We estimate that we will spend $ for fees and expenses
associated with the offering of the notes.
13
<PAGE> 15
LEGAL OPINIONS
Sachnoff & Weaver, Ltd., Chicago, Illinois, will pass on the validity of
the notes for us. Winston & Strawn, Chicago, Illinois, will pass on the validity
of the notes for the underwriters.
EXPERTS
The consolidated financial statements and schedules appearing in our Annual
Report on Form 10-K for the year ended December 31, 1998 incorporated by
reference in this prospectus and elsewhere in the registration statement have
been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their reports with respect thereto, and are incorporated by
reference herein in reliance upon the authority of said firm as experts in
accounting and auditing in giving said reports.
14
<PAGE> 16
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
$100,000,000
USFREIGHTWAYS LOGO
USFREIGHTWAYS CORPORATION
% NOTES DUE 200
---------------------
PROSPECTUS
---------------------
MERRILL LYNCH & CO.
CREDIT SUISSE FIRST BOSTON
, 1999
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 17
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The expenses relating to the registration of debt will be borne by
USFreightways Corporation ("USF"). Except for the Securities and Exchange
Commission registration fee, the following expenses are estimates:
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee......... $ 27,800
Legal fees and expenses..................................... 50,000
Accountants' fees........................................... 25,000
Printing fees............................................... 77,500
Trustee's fees and expenses................................. 15,000
Rating Agency fees.......................................... 65,000
Miscellaneous............................................... 5,000
--------
Total.................................................. 265,300
--------
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law ("DGCL") permits a
Delaware corporation to indemnify directors and officers under certain
circumstances. USF's restated certificate of incorporation and by-laws provide
that USF shall, subject to certain limitations, indemnify its directors and
officers against expenses (including attorneys' fees, judgments, fines and
certain settlements) actually and reasonably incurred by them in connection with
any suit or proceeding to which they are a party so long as they acted in good
faith and in a manner reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to a criminal action or
proceeding, so long as they had no reasonable cause to believe their conduct to
have been unlawful.
Section 102 of the DGCL permits a Delaware corporation to include in its
certificate of incorporation a provision eliminating or limiting a director's
liability to a corporation or its stockholders for monetary damages for breaches
of fiduciary duty. DGCL Section 102 provides, however, that liability for
breaches of the duty of loyalty, acts or omissions not in good faith or
involving intentional misconduct, or knowing violation of the law, and the
unlawful purchase or redemption of stock or payment of unlawful dividends or the
receipt of improper personal benefits cannot be eliminated or limited in this
manner. USF's restated certificate of incorporation includes a provision that
eliminates, to the fullest extent permitted, director liability for monetary
damages for breaches of fiduciary duty.
ITEM 16. EXHIBITS
The Exhibits to this Registration Statement are listed in the Index to
Exhibits.
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(a) That, for purposes of determining any liability under the Securities
Act of 1933, as amended (the "Securities Act"), each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), 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.
(b) Insofar as indemnification for liabilities arising under the Securities
Act 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
II-1
<PAGE> 18
such indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
(c)(1) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in the form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act,
each post-effective amendment that contains a form of prospectus 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.
II-2
<PAGE> 19
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Amendment No. 1 to Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Rosemont, State of Illinois, on the 23rd day of April, 1999.
USFREIGHTWAYS CORPORATION
By: /s/ JOHN CAMPBELL CARRUTH
------------------------------------
John Campbell Carruth
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 1 to Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ JOHN CAMPBELL CARRUTH Chairman of the Board, Chief Executive April 23, 1999
- --------------------------------------------- Officer and Director (Principal
John Campbell Carruth Executive Officer)
CHRISTOPHER L. ELLIS* Senior Vice President and Chief April 23, 1999
- --------------------------------------------- Financial Officer (Principal Financial
Christopher L. Ellis and Accounting Officer)
ROBERT V. DELANEY* Director April 23, 1999
- ---------------------------------------------
Robert V. Delaney
MORLEY KOFFMAN* Director April 23, 1999
- ---------------------------------------------
Morley Koffman
ROBERT P. NEUSCHEL* Director April 23, 1999
- ---------------------------------------------
Robert P. Neuschel
ANTHONY J. PAONI* Director April 23, 1999
- ---------------------------------------------
Anthony J. Paoni
JOHN W. PUTH* Director April 23, 1999
- ---------------------------------------------
John W. Puth
NEIL A. SPRINGER* Director April 23, 1999
- ---------------------------------------------
Neil A. Springer
WILLIAM N. WEAVER, JR.* Director April 23, 1999
- ---------------------------------------------
William N. Weaver, Jr.
*By: /s/ JOHN CAMPBELL CARRUTH
---------------------------------------
John Campbell Carruth
Attorney-in-Fact
</TABLE>
II-3
<PAGE> 20
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------- ----------------------
<C> <S>
1.1* Form of Purchase Agreement
3.1* Amended and Restated Certificate of Incorporation of
USFreightways Corporation (incorporated by reference from
Exhibit 3.1 to USFreightways Corporation's 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's 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's Report on Form
10-Q for the quarter ended June 29, 1996).
3.2* Bylaws of USFreightways Corporation, as restated January 23,
1998 (incorporated by reference from Exhibit 3(b) to
USFreightways Corporation's Annual Report on Form 10-K for
the year ended January 3, 1998).
4.4* Form of Indenture between USFreightways Corporation and NBD
Bank, as Trustee
4.5* Form of USFreightways Corporation Officers' Certificate
setting forth the terms of the Notes as delivered to NBD
Bank as Trustee, pursuant to the Indenture.
5.1* Opinion and Consent of Sachnoff & Weaver, Ltd.
12.1* Computation of Ratio of Earnings to Fixed Charges
23.1* Consent of Arthur Andersen LLP
23.2* Consent of Sachnoff & Weaver, Ltd. (included in Exhibit 5.1)
24.1* Powers of Attorney (included on signature page)
25.1* Statement of Eligibility on Form T-1 of NBD Bank
</TABLE>
- -------------------------
* Previously filed.
II-4
