Registration No. 333-___________
As filed with the Securities and Exchange Commission on May 25, 1999
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
-----------------------
USFreightways Corporation
(Exact name of registrant as specified in its charter)
Delaware 36-3790696
(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 LONG-TERM INCENTIVE PLAN
(Full Title of the Plan)
J. Campbell Carruth
Chief Executive Officer
USFreightways Corporation
9700 Higgins Road
Rosemont, Illinois 60018
(847) 696-0200
Copy to:
Richard C. Pagano
Vice President, General Counsel & Secretary
9700 Higgins Road, Suite 570
Rosemont, Illinois 60018
Telephone: (847) 692-0286
(Name, address, including zip code and telephone number, including area code,
of agent for service)
-----------------------
CALCULATION OF REGISTRATION FEE
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<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 950,000 $37.875 $35,981,250 $10,002.79
========================= ====================== ======================= ====================== ======================
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* 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 on May 24, 1999.
<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. 333-28357, which was filed with the Commission on June 3,
1997, are incorporated by reference in this this Form S-8 Registration
Statement.
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 24th day of
May, 1999.
USFREIGHTWAYS CORPORATION
By: /s/ Christopher L. Ellis
Christopher L. Ellis
Senior Vice President, Finance & Chief Financial Officer
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 24th day of May, 1999.
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
/s/ Anthony J. Paoni *
Anthony J. Paoni 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 January 23,
1998 (incorporated by reference from Exhibit 3(b) to
USFreightways Corporation Report on Form 10-K for the quarter
ended January 3, 1998).
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 Amendment to the USFreightways Corporation Long-Term Incentive
Plan.
5 Opinion of Sachnoff & Weaver, Ltd.
23 Consent of Arthur Andersen LLP
24 Powers of Attorney
EXHIBIT 4.4
AMENDMENT TO THE
USFREIGHTWAYS CORPORATION LONG-TERM INCENTIVE PLAN
The USFreightways Corporation Long-Term Incentive Plan shall be
amended, effective April 30, 1999, as follows:
1. The first and second paragraphs of Article III ("Shares Subject to the
Plan") shall be amended to read as follows:
The aggregate number of Shares as to which Awards may be granted from
time to time shall be two million nine hundred fifty thousand
(2,950,000) shares of which no more than fifty thousand (50,000) shares
are for restricted stock awards having 0% Fair Market Value basis
(subject to adjustments for stock splits, stock dividends, and other
adjustments described in Section 17 hereof).
In accordance with Code Section 162(m), if applicable, the aggregate
number of Shares as to which Awards may be granted in any one calendar
year to any one employee shall not exceed three hundred thousand
(300,000) Shares (subject to adjustment for stock splits, stock
dividends, and other adjustments described in Section 17 hereof).
2. Paragraph (a) of Article 7 ("Terms and Conditions of Incentive Options
and Nonstatutory Options") shall be amended to read as follows:
The purchase price of the Shares covered by each Option granted under
the Plan shall be determined by the Committee. In the case of a grant
of an Incentive Option (provided the Participant owns directly or by
reason of the applicable attribution rules ten percent (10%) or less of
the total combined voting power of all classes of share capital of the
Company), and in the case of any grant of a Nonstatutory Option, the
Option price per share of the Shares covered by each such Option shall
be not less than the Fair Market Value of the Shares on the date of the
grant of the Option. In all cases of Incentive Options not covered by
the preceding sentence, the Option price shall be not less than one
hundred ten percent (110%) of the Fair Market Value on the date of
grant.
3. Article 7 ("Terms and Conditions of Incentive Options and
Nonstatutory Options") shall be amended to add the following
Paragraph (o):
Repricing
The Committee may not at any time reduce the exercise price of an
Option previously awarded to any Participant, whether through
amendment, cancellation or replacement grants, or any other means
(subject to adjustments for stock splits, stock dividends, and other
adjustments described in Section 17 hereof).
4. Article 8 ("Required Terms and Conditions of Restricted Stock")shall be
amended to add the following Paragraph (h):
Notwithstanding anything in this Article 8 to the contrary, any
restriction period imposed hereunder shall be for a period of not less
than three (3) years, if such restriction is based upon continuous
service with the Company or its Affiliates.
IN WITNESS WHEREOF, this Amendment is executed this 30th day of April,
1999.
USFreightways Corporation
By: /s/ J. C. Carruth
J. C. Carruth
Its: Chairman of the Board and
Chief Executive Officer
EXHIBIT 5
May 12, 1999
USFreightways Corporation
9700 Higgins Road
Rosemont, Illinois 60018
Re: Registration Statement on Form S-8
USFreightways Corporation Long-Term Incentive Plan
Ladies and Gentlemen:
We have acted as counsel to USFreightways Corporation, a Delaware
corporation (the "Company"), in connection with the preparation and filing of 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 grant of awards by the Company to
purchase up to 950,000 additional shares of the Company's Common Stock, $0.01
par value ("Common Stock"), which may be offered by the Company under the
above-referenced Plan.
In connection with this matter, we have relied as to matters of fact,
without investigation, upon certificates of public officials and others and upon
affidavits, certificates and statements of directors, officers and employees of,
and the accountants for, the Company. We also have examined originals or copies,
certified or otherwise identified to our satisfaction, of such corporate and
other documents as we have deemed relevant and necessary, and have reviewed such
questions of law as we have considered necessary and appropriate, for the
purposes of this opinion.
We have assumed the accuracy and genuineness of all signatures, the
authenticity of all documents and records submitted to us as originals, the
conformity to original documents of all the documents submitted to us as
certified or photostat copies and the authenticity of the originals of such
latter documents.
Based upon and subject to the foregoing, we advise you that, in our
opinion:
1. The Company has corporate authority to issue the shares of Common Stock
proposed to be offered as set forth in the Registration Statement.
2. The shares of Common Stock proposed to be offered by the Company as set
forth in the Registration Statement have been duly authorized and, when
issued and sold as set forth in the Registration Statement, and in
accordance with the USFreightways Corporation Long-Term Incentive Plan
referred to in the Registration Statement, such shares will be validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement to be filed by the Company. In giving this consent, we do
not hereby admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act of 1933 or the rules and
regulations of the Securities and Exchange Commission.
We express no opinions as to matters under or involving any laws other than
the laws of the State of Illinois, the federal laws of the United States of
America and the General Corporation Law of the State of Delaware.
Very truly yours,
/s/ Sachnoff & Weaver, Ltd.
SACHNOFF & WEAVER, LTD.
JLL/DRN/lba
EXHIBIT 23
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated January 19, 1999
included in USFreightways Corporation's Form 10-K for the year ended December
31, 1998 and to all references to our Firm included in this registration
statement.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
May 12, 1999
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 Long-Term Incentive Plan, 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 24th day of May, 1999.
/s/ J. Campbell Carruth *
J. Campbell Carruth 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
/s/ Anthony J. Paoni *
Anthony J. Paoni Director
