USFREIGHTWAYS CORP
8-K, 2000-01-20
TRUCKING (NO LOCAL)
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                  SECURITIES AND EXCHANGE COMMISSION

                             Washington D. C. 20549

                                    Form 8-K

                Current Report Pursuant to Section 13 or 15(d) of

                       The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) January 18, 2000




                     USFREIGHTWAYS CORPORATION

    Delaware                  0-19791          36-3790696

(State of Incorporation)   (Commission        (IRS Employer

                            File Number)     Identification No.)



9700 Higgins Road, Rosemont, Illinois                             60018
- -------------------------------------                             -----
(Address of principal executive offices)                        (Zip Code)


                          Registrant's telephone number

                       including area code: (847) 696-0200

                                 Not applicable

         (Former name of former address, if changed since the last report)







The   Exhibit    Index   is located  on  Page  2.  This Report contains 4 pages.


<PAGE>




Item 5.  Other Events.

                  On January 18, 2000, USFreightways  Corporation announced that
                  it  had  entered  into  an  agreement  to  acquire   Transport
                  Corporation of America, Inc.

Item 7.  Exhibits.

                  Exhibit 99 News Release, dated January 18, 2000.


<PAGE>





                                   SIGNATURES

         Pursuant to the  requirements  of the  Securities  and  Exchange Act of
1934,  the  registrant  has duly caused this Current  Report to be signed on its
behalf by the undersigned hereunto duly authorized.

                            USFREIGHTWAYS CORPORATION

                           By: /s/Christopher L. Ellis

                                 Christopher L. Ellis
                            Senior Vice President, Finance and
                                Chief Financial Officer

Date:  January 20, 2000



<PAGE>


                                    EXHIBIT 99

                                   News Release

[GRAPHIC OMITTED]


FOR IMMEDIATE RELEASE          FOR FURTHER INFORMATION CONTACT:

Tuesday, January 18, 2000                           CHRIS ELLIS  847.692.0205



    USFreightways Enters Agreement to Acquire Transport Corporation of America

Rosemont, Ill ... USFreightways Corporation ("Freightways") announced today that
it had  entered  into  an  agreement  providing  for  the  merger  of  Transport
Corporation of America,  Inc.  ("Transport")  into a wholly-owned  subsidiary of
Freightways. In this stock-for-stock transaction, shareholders of Transport will
receive  approximately .412 shares of Freightways common stock for each share of
Transport  stock  held,  and  this  exchange  will  result  in the  issuance  of
approximately  3,435,000  shares of  Freightways  common stock,  based on shares
currently  outstanding.  The  transaction,  to be accounted for on a "pooling of
interests"  accounting  basis,  is subject to certain  regulatory  approvals and
approval of the shareholders of Transport.

Cam Carruth,  Chairman and Chief  Executive  Officer of Freightways  said,  "The
acquisition  of Transport is consistent  with our overall  strategy of expanding
our presence in the  truckload  market  through  growth  oriented  acquisitions.
Transport  will  operate  as a  separate  subsidiary  of  Freightways  under the
direction of Robert Meyers,  President and Chief  Executive  Officer.  Transport
will add  significant  capability  to our  truckload  resources and will benefit
customers  of  both   Freightways   and  Transport.   When  the  acquisition  is
consummated,  Freightways'  trucking  subsidiaries  will rank  among the top ten
publicly traded truckload carriers."

Robert J. Meyers,  President and CEO of Transport  said, "We are excited to have
the  opportunity  to become part of  Freightways.  Freightways  is the leader in
supply chain management, logistics and regional LTL operations. Transport is the
leader in high-service and dedicated truckload  transportation.  Together we can
offer  our  customers  a  wider  range  of  services,   our  employees  expanded
opportunities and our shareholders enhanced value."

Transport, based in the Minneapolis-St.  Paul metropolitan area, provides a wide
range of truckload  freight carriage and logistics  services to customers in the
United States and Canada.  Transport  operates over 1,250 company tractors,  820
independent  contractor  tractors and over 6,500 trailers.  Transport focuses on
providing  time-definite  and  other  responsive  services  through  its team of
dedicated and committed employees  supported by state-of-the-art  technology and
strategically   located  service  centers  to  support  regional  and  dedicated
operations.

Freightways  (NASDAQ:  USFC)  provides  comprehensive  supply  chain  management
services,    including   high-value,    regional    less-than-truckload    (LTL)
transportation,  logistics,  domestic and international  freight  forwarding and
premium regional and national  truckload  transportation.  For more information,
contact the Company at www.usfreightways.com.




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