USFREIGHTWAYS CORP, S-3/A, 2000-04-06

USFREIGHTWAYS CORP
S-3/A, 2000-04-06
TRUCKING (NO LOCAL)

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<PAGE>

As filed with the Securities and Exchange Commission on April 6, 2000
Registration No. 333-95777

================================================================================
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 and its Guarantor
Subsidiaries)

<TABLE>
<CAPTION>
Delaware 4213 36-3790696
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification No.)
<S> <C> <C>
Maryland The Cuxhaven Group, Inc. 52-1388947
Pennsylvania DDE Investors, LLC 25-1770726
Pennsylvania G.M.T. Services, Inc. 25-1661017
Hawaii Imua Handling Corporation 36-4305355
Tennessee Tri-Star Transportation, Inc. 62-1370420
Arizona USF Bestway Inc. 86-0104184
Arizona USF Bestway Leasing Inc. 62-1677658

California USF Coast Consolidators Inc. 95-3646508
Illinois USF Distribution Services Inc. 36-3783345
Texas USF Distribution Services of Texas Inc. 36-4303523
Kansas USF Dugan Inc. 48-0760565
Pennsylvania USF Glen Moore Inc. 23-2443760
Michigan USF Holland Inc. 38-0655940
Illinois USF Logistics Inc. 36-4076831
California USF Logistics (IMC) Inc. 95-4039978
California USF Logistics (Tricor) Inc. 95-4247356
Delaware USF Logistics Services Inc. 22-2840397
Texas USF Processors Inc. 75-2449803
Texas USF Processors Trading Inc. 75-2725770
Delaware USF Properties New Jersey Inc. 51-0328679
Oregon USF Reddaway Inc. 93-0262830
New York USF Red Star Inc. 15-0425100
Delaware USF Sales Corporation 36-3799036
Puerto Rico USF Worldwide (Puerto Rico) Inc. 66-0450699
Delaware USF Worldwide Inc. 13-3075047
</TABLE>

8550 W. Bryn Mawr Avenue, Suite 700, Chicago, Illinois 60631, 773/824-1000

(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

8550 W. Bryn Mawr Avenue, Suite 700, Chicago, Illinois 60631, 773/824-1000

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)

-----------------------

Copies to:
WILLIAM N. WEAVER, JR. ROBERT F. WALL, ESQ.
Sachnoff & Weaver, Ltd. Winston & Strawn
30 South Wacker Dr., 29th Floor 35 West Wacker Dr.
Chicago, Illinois 60606 Chicago, Illinois 60601
Telephone: (312) 207-1000 Telephone: (312) 558-5600

-----------------------
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.
<PAGE>

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. [X]

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.

================================================================================
<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+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 ________________ , 2000

PROSPECTUS
- ----------
[LOGO]USFreightways Corporation

$400,000,000

Debt Securities

-------------

USFreightways Corporation may use this prospectus from time to time to
offer and sell up to $400,000,000 of its debt securities in one or more discrete
offerings with a total initial public offering price or purchase price of
$400,000,000. The debt securities may be offered in one or more separate series
on terms to be determined at the time of sale. The debt securities may be issued
as individual securities in registered form without coupons or as one or more
global securities in registered form. We may offer the debt securities directly
to purchasers or through agents, dealers or underwriters or a syndicate of
underwriters.

We will provide the specific terms for these securities in supplements to
this prospectus. You should read this prospectus and any supplement carefully
before you invest. This prospectus may not be used to consummate sales of
securities unless accompanied by a prospectus supplement.

-------------

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 date of this prospectus is , 2000.
<PAGE>

TABLE OF CONTENTS

<TABLE>
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Page
----
<S> <C>
About this Prospectus.................................................... 2
Where to Find More Information........................................... 2
Incorporation of Documents By Reference.................................. 2
USFreightways Corporation................................................ 3
Ratios of Earnings to Fixed Charges...................................... 4
Use of Proceeds.......................................................... 4
Description of the Debt Securities....................................... 5
Plan of Distribution..................................................... 10
Legal Opinions........................................................... 11
Experts.................................................................. 11
</TABLE>

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission (the "SEC") utilizing a "shelf" registration
process. Under this shelf process, we may sell the debt securities described in
this prospectus in one or more offerings up to a total principal amount of
$400,000,000. This prospectus provides you with a general description of the
debt securities we may offer. Each time we sell debt securities, we will provide
a prospectus supplement that will contain specific information about the terms
of that offering. The prospectus supplement may also add, update or change
information contained in this prospectus. You should read both this prospectus
and any prospectus supplement together with additional information described
under the next heading.

WHERE TO FIND MORE INFORMATION

We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the
Internet at the SEC's web site at 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.

INCORPORATION OF DOCUMENTS BY REFERENCE

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
documents 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 debt securities:

. Annual Report on Form 10-K for the year ended December 31, 1999; and

. Current Reports on Form 8-K filed with the SEC on January 20, 2000 and
February 9, 2000.

You may request a free copy of these filings by writing or telephoning
Christopher L. Ellis, Senior Vice President, USFreightways Corporation,
8550 W. Bryn Mawr Avenue, Suite 700, Chicago, Illinois 60631, telephone
(773) 824-1000.

2
<PAGE>

USFREIGHTWAYS CORPORATION

Our principal executive offices are located at 8550 W. Bryn Mawr Avenue,
Suite 700, Chicago, Illinois 60631, our telephone number is (773) 824-1000; and
our Internet website is www.usfreightways.com.

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 trucking

We own a group of five regional less than truckload ("LTL") trucking
companies which deliver freight overnight and by the second day throughout the
United States, Alaska and parts of Canada. Approximately 70% of the freight we
deliver for our regional customers is delivered within one day and over 95% is
delivered within two days. The 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., USF Distribution Services Inc. and USF Processors 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

3
<PAGE>

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.

Freight Forwarding

Our freight forwarding companies provide domestic and international freight
forwarding services. The principal company in the freight forwarding group is
USF Worldwide 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 USF Glen Moore 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.

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, 1999.

<TABLE>
<CAPTION>
Years Ended December 31,
--------------------------------
1995 1996 1997 1998 1999
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges .... 4.8 4.1 7.2 8.4 8.3
</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. Fixed charges consist of interest expense plus
that portion of rental expense that is deemed to represent interest.

USE OF PROCEEDS

Unless we specify otherwise in the applicable prospectus supplement, the
proceeds (after deducting the underwriting discount and estimated expenses) to
be received by us from the sale of the debt securities will be used for general
corporate purposes, including capital expenditures, working capital,
acquisitions and the repayment of indebtedness. We have not allocated a specific
portion of the net proceeds for any particular use at this time. Until we apply
the net proceeds for specific purposes, we may invest them in marketable
securities.

4
<PAGE>

DESCRIPTION OF THE DEBT SECURITIES

The debt securities will be issued under an indenture (we refer to the
indenture, as supplemented from time to time, as the "Indenture") between
USFreightways Corporation and Bank One Trust Company, National Association as
Trustee (as successor in interest to NBD Bank). The following summary of certain
provisions of the debt securities 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 our Current Report on Form 8-K filed on May 11, 1999.
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. Article or Section references used in this
prospectus are references to the Indenture.

The Indenture provides that we may issue the debt securities from time to
time in one or more series without any limitation on the principal amount. The
debt securities are unsecured obligations of USFreightways Corporation. They
will rank on a parity with all of our other unsecured and unsubordinated
indebtedness. Substantially all of our U.S. subsidiaries will guarantee the
payment of principal and interest under the debt securities.

General

We will provide information to you about the debt securities in up to three
separate documents that progressively provide more detail:

. This prospectus provides general information that may not apply to each
series of debt securities;

. The prospectus supplement is more specific than this prospectus. To the
extent the information provided in the prospectus supplement differs
from this prospectus, you should rely on the prospectus supplement; and

. The pricing supplement, if used, provides final details about a specific
series of debt securities. To the extent the pricing supplement differs
from this prospectus or the prospectus supplement, you should rely on
the pricing supplement.

Unless we indicate otherwise in the applicable prospectus supplement,
principal of and any premium or interest on the debt securities will be payable,
and the debt securities may be transferred or exchanged without payment of any
charge (other than any tax or other governmental charge payable in connection
therewith), at the office or agency of the Trustee in Columbus, Ohio. However,
we may elect that payment of interest on registered debt securities be made by
check mailed to the address of the appropriate person as it appears on the
security register or by wire transfer as instructed by the appropriate person.
(Sections 301, 305 and 307).

The applicable prospectus will include specific terms relating to the
offering of specific debt securities. These may include some or all of the
following:

. the title, denominations, amount and price of the debt securities;

. the maturity of the debt securities;

. the interest rates of the debt securities;

. the currency or currency unit of the debt securities;

. any redemption or sinking fund terms;

. any provisions for discharge;

. whether the debt securities will be registered or unregistered; and

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. other specific terms associated with the debt securities. (Section 301)

The debt securities may be issued as Original Issue Discount Securities to
be offered and sold at a substantial discount below their stated principal
amount. In such event, the Federal income tax consequences and other special
considerations will be described in the applicable prospectus supplement. An
"Original Issue Discount Security" is any debt security that provides for the
declaration of acceleration of the maturity of an amount less than the principal
amount of the security upon the occurrence of an event of default and the
continuation of an event of default. (Section 101)

We may issue the debt securities in fully registered form without coupons
or in unregistered form with or without coupons. We also may issue the debt
securities in the form of one or more temporary or permanent global securities.
Global securities are issued to a depository that holds the securities for the
benefit of investors. Book-entry debt securities will be issued as registered
global securities. (Section 305)

Guarantees

Substantially all of our U.S. subsidiaries, as Guarantors (as defined
below), will, jointly and severally, fully and unconditionally guarantee our
obligations under the debt securities on an equal and ratable basis subject to
the limitation described in the next paragraph. In addition, we will cause any
U.S. Person which becomes our subsidiary after the date of the Indenture to
enter into a supplemental indenture pursuant to which such subsidiary shall
agree to guarantee our obligations under the debt securities. If we default in
payment of the principal of, premium, if any, or interest on the debt
securities, the Guarantors, jointly and severally, will be unconditionally
obligated to duly and punctually pay the same.

The obligations of each Guarantor under the Guarantee (as defined below)
are limited to the maximum amount of which, after giving effect to all other
contingent and fixed liabilities of such Guarantor, and after giving effect to
any collections from, or payments made by or on behalf of, any other Guarantor
in respect of the obligations of such other Guarantor under the Guarantee or
pursuant to its contribution obligations under the Indenture, will result in the
obligations of such Guarantor under the Guarantee not constituting a fraudulent
conveyance or fraudulent transfer under Federal or state law. Each Guarantor
that makes a payment or distribution under the Guarantee shall be entitled to
contribution from each other Guarantor in a pro rata amount based on the net
assets of each Guarantor determined in accordance with GAAP (as defined below).

Notwithstanding the foregoing, but subject to the requirements described
below under "Consolidation or Merger," any Guarantee by a Guarantor shall be
automatically and unconditionally released and discharged upon any sale,
exchange or transfer to any Person (other than an Affiliate of ours) of all of
the capital stock of such subsidiary, or all or substantially all of the assets
of such subsidiary, pursuant to a transaction which is in compliance with the
Indenture.

Each Guarantee (including the payment of principal of, premium, if any, and
interest on the debt securities) will rank pari passu in right of payment with
all other unsecured and unsubordinated indebtedness of such Guarantor and will
rank senior in right of payment to all subordinated indebtedness of such
Guarantor.

"GAAP" means generally accepted accounting principles in effect in the
United States which are applicable as of the original issue date of the debt
securities under the Indenture and which are consistently applied for all
applicable periods.

"Guarantee" means the guarantee by each of the Guarantors of the debt
securities and our obligations under the Indenture.

"Guarantor" means (1) each of our subsidiaries which is a party to the
Indenture on the original issue date of any debt securities under the Indenture
and (2) each other of our U.S. subsidiaries that is required to execute a
supplemental indenture and become a Guarantor subsequent to the original issue
date of any debt securities under the Indenture.

6
<PAGE>

Book-Entry System

The debt securities 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 any debt securities 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 or agents with the respective principal amounts of the debt
securities 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 any debt
securities represented by a 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 debt securities represented by the global
security registered in their names, will not receive or be entitled to receive
physical delivery of debt securities in definitive form, and will not be
considered the owners of record or holders of debt securities under the
Indenture.

We will make principal and interest payments on debt securities 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 any debt securities 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 debt
securities in definitive form in exchange for the global securities. In
addition, we may at any time and in our sole discretion determine not to have
debt securities represented by a global security and, in such event, we will
issue debt securities in definitive form in exchange for the global securities.
In any such instance, an owner of a beneficial interest in a global security
will be entitled to physical delivery in definitive form of debt securities
represented by such global security equal in principal amount to such beneficial
interest and to have such debt securities registered in the owner's name. Debt
securities so issued in definitive form will be issued as registered debt
securities 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 debt
securities, without in any such case effectively providing that all the debt
securities will be directly secured equally and ratably with such Obligation.
These restrictions do not apply to debt secured by:

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<PAGE>

. 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 debt securities 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 debt securities. (Section 801)

Events of Default

An event of default under the Indenture with respect to the debt securities
includes the following:

. failure to pay interest on the debt securities for 30 days;

. failure to pay principal on the debt securities when due;

. failure to perform any of the other covenants or agreements in the
Indenture relating to the debt securities that continues for 60 days
after notice to us by the Trustee or holders of at least 10% in
principal amount of the outstanding debt securities;

. 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 debt securities; or

. certain events of bankruptcy, insolvency or reorganization relating to
us or any Significant Subsidiary. (Section 501)

The Indenture provides that the Trustee will, with certain exceptions,
notify the holders of the debt securities 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 debt
securities, the Trustee or the holders of not less than 25% in principal amount
of the debt securities 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 debt securities 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

8
<PAGE>

majority in principal amount of the outstanding debt securities 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 debt securities. (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 debt securities 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 debt securities;

. cure any ambiguity or correct any inconsistency in the Indenture; and

. establish the form or terms of the debt securities. (Section 901)

With the consent of the holders of 66 2/3% in principal amount of the
outstanding debt securities, 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 debt
securities. Without the consent of the holders of all the debt securities, no
such supplemental indenture will, with respect to the debt securities:

. 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;

. impair the right to institute suit for the enforcement of any Guarantee;

. reduce the percentage in principal amount of debt securities, the
consent of the holders of which is required for any such supplemental
indenture;

. reduce the percentage in principal amount of debt securities 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 debt securities (except for certain obligations to
exchange or register the transfer of the debt securities, replace stolen, lost
or mutilated debt securities, 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 debt
securities, 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 debt securities 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 debt securities will not recognize gain or loss for
Federal income tax purposes, as if we had not exercised either option. (Sections
1302 and 1304)

9
<PAGE>

In the event we exercise our option under (2) above with respect to the
debt securities and the debt securities 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 debt securities at the
time of their stated maturity but may not be sufficient to pay amounts due on
the debt securities 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, the debt securities and the Guarantees 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
Bank One, an affiliate of the Trustee under the Indenture.

PLAN OF DISTRIBUTION

We may offer debt securities directly, through agents or dealers or
through one or more underwriters or a syndicate of underwriters in an
underwritten offering. In the prospectus supplement for a particular offering,
we will describe how the offering of the debt securities will be made, including
the names of any underwriters, the purchase price of the debt securities, the
proceeds of the offering, estimated expenses, any underwriters' discounts,
concessions or commissions.

If we use underwriters or dealers in the sale, they will acquire the debt
securities for their own account and may resell them in one or more
transactions, including negotiated transactions, at a fixed public offering
price or at varying prices determined at the time of sale. We may offer the debt
securities to the public either through underwriting syndicates represented by
managing underwriters or by underwriters without a syndicate. Unless we state
otherwise in the applicable prospectus supplement, the obligations of the
underwriters will be to purchase all of such debt securities if they buy any of
them. The underwriters may change any initial public offering price and any
discounts or concessions allowed or reallowed or paid to dealers from time to
time.

We also may sell the debt securities directly or through designated agents.
We will name any agent involved in the offer or sale of debt securities and
describe any commissions payable by us to such agent in the applicable
prospectus supplement. Unless we indicate otherwise, an agent will act on a best
efforts basis for the period of its appointment.

Any underwriters, dealers or agents participating in the distribution of
the debt securities may be deemed to be underwriters under the Securities Act of
1933, as amended. Furthermore, any discounts, concessions or commissions
received by them on the sale or resale of the debt securities may be deemed to
be underwriting discounts and commission under the Securities Act. We will
indemnify underwriters and agents against certain civil liabilities, including
liabilities under the Securities Act. These underwriters and agents may be
entitled to contribution with respect to payments that the underwriters or
agents may be required to make in respect of such liabilities. These
underwriters and agents may be customers of, engage in transactions with, or
perform services for us in the ordinary course of business.

We may indicate in the applicable prospectus supplement that we have
authorized underwriters or agents to solicit offers by certain specified
institutions to purchase the debt securities from us at the offering price
pursuant to delayed delivery contracts providing for payment and delivery on a
specified date or dates in the future. These delayed delivery contracts will be
subject only to those conditions described in the prospectus supplement and to
the condition that at the time of delivery the purchase of the debt securities
shall not be prohibited under the laws of the jurisdiction to which the
purchaser is subject. The prospectus supplement will describe any commission
payable for the solicitation of such contracts.

10
<PAGE>

LEGAL OPINIONS

Sachnoff & Weaver, Ltd., Chicago, Illinois, will pass on the validity of
the debt securities for us. Winston & Strawn, Chicago, Illinois, will pass on
the validity of the debt securities for any underwriters or agents.

EXPERTS

The consolidated financial statements and schedules appearing in our Annual
Report on Form 10-K for the years ended December 31, 1999 and December 31, 1998
and for each of the three years in the period ended December 31, 1999
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.

11
<PAGE>

[LOGO]

<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

The expenses relating to the registration of the debt securities will be
borne by USFreightways Corporation ("USF"). Except for the Securities and
Exchange Commission (the "SEC") registration fee and the rating agency fees, the
following expenses are estimates:

<TABLE>
<S> <C>
Securities and Exchange Commission registration fee....... $105,600
Legal fees and expenses................................... 50,000
Accountants' fees......................................... 15,000
Printing fees............................................. 65,000
Trustee's fees and expenses............................... 10,000
Rating Agency fees........................................ 65,000
Miscellaneous............................................. 10,000
--------
Total................................................ $320,600
--------
</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)(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to the Registration Statement:

(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");

(ii) to reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement. Notwithstanding

II-1
<PAGE>

the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in
the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the effective
Registration Statement; and

(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with the Commission
by the Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act") that are incorporated by
reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new Registration Statement relating to the securities offered therein, and
the offering of such securities at the time shall be deemed to be the
initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination
of the offering.

(b) That, for purposes of determining any liability under 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.

(c) 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 SEC
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.

(d)(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.

(e) To file, if necessary, an application for the purpose of determining
the eligibility of the Trustee to act under subsection (a) of Section 310
of the Trust Indenture Act of 1939, as amended, in accordance with the
rules and regulations prescribed by the SEC under Section 305(b)(2) of such
Act.

II-2
<PAGE>

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 Chicago, State of Illinois, on the 5th day of April, 2000.

USFREIGHTWAYS CORPORATION

By: *
--------------------------------------
John Campbell Carruth
Chairman and Chief Executive Officer

<TABLE>
<CAPTION>
Signature Title
<S> <C>
* Chairman of the Board,
- ------------------------------- Chief Executive Officer and Director
John Campbell Carruth (Principal Executive Officer)

/s/ Christopher L. Ellis Senior Vice President and Chief Financial Officer
- ------------------------------- (Principal Financial and Accounting Officer)
Christopher L. Ellis

* Director
- -------------------------------
Robert V. Delaney

* Director
- -------------------------------
Morley Koffman

* Director
- -------------------------------
Robert P. Neuschel

* Director
- -------------------------------
Anthony J. Paoni

* Director
- -------------------------------
John W. Puth

* Director
- -------------------------------
Samuel K. Skinner

* Director
- -------------------------------
Neil A. Springer

* Director
- -------------------------------
William N. Weaver, Jr.

*By: /s/ Christopher L. Ellis
- -------------------------------
Christopher L. Ellis
Attorney-in-Fact
</TABLE>

II-3
<PAGE>

SIGNATURES

THE CUXHAVEN GROUP, INC.

By: *
-------------------------
Daniel Para, President

<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
* President April 5, 2000
- ------------------------------- (Principal Executive Officer)
Daniel Para

* Vice President and Treasurer April 5, 2000
- ------------------------------- (Principal Financial and Accounting Officer)
Gerald H. Post

* Director April 5, 2000
- -------------------------------
Richard C. Pagano

*By: /s/ Christopher L. Ellis
- -------------------------------
Christopher L. Ellis
Attorney-in-Fact
</TABLE>

II-4
<PAGE>

SIGNATURES

DDE INVESTORS, LLC

By: *
--------------------------
David L. McGowan
President and Sole Member

<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>

* President and Sole Member April 5, 2000
- ----------------------------- (Principal Executive Officer)
David L. McGowan

/s/ Christopher L. Ellis Vice President and Treasurer April 5, 2000
- ----------------------------- (Principal Financial and Accounting Officer)
Christopher L. Ellis

*By: /s/ Christopher L. Ellis
- -------------------------------
Christopher L. Ellis
Attorney-in-Fact
</TABLE>

II-5
<PAGE>

SIGNATURES

G.M.T. SERVICES, INC.

By: *
--------------------
David L. McGowan
President and Chief Executive Officer

<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
* President, Chief Executive Officer and April 5, 2000
- ------------------------------- Director (Principal Executive Officer)
David L. McGowan

* Vice President April 5, 2000
- ------------------------------- (Principal Financial and Accounting Officer)
Ronald E. Plummer

/s/ Christopher L. Ellis Director April 5, 2000
- -------------------------------
Christopher L. Ellis

* Director April 5, 2000
- -------------------------------
John Campbell Carruth

*By: /s/ Christopher L. Ellis
- -------------------------------
Christopher L. Ellis
Attorney-in-Fact
</TABLE>

II-6
<PAGE>

SIGNATURES

IMUA HANDLING CORPORATION

By: *
---------------------
Richard Takashima, President

<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>

* President and Director April 5, 2000
- ----------------------------- (Principal Executive Officer)
Richard Takashima

* Senior Vice President, Treasurer and Director April 5, 2000
- ----------------------------- (Principal Financial and Accounting Officer)
Gerald H. Post

*By: /s/ Christopher L. Ellis
- -------------------------------
Christopher L. Ellis
Attorney-in-Fact
</TABLE>

II-7
<PAGE>

SIGNATURES

TRI-STAR TRANSPORTATION, INC.

By: *
--------------------
David L. McGowan, Chief Executive
Officer

<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ * Chief Executive Officer and Director April 5, 2000
- ------------------------------- (Principal Executive Officer)
David L. McGowan

* Vice President and Director April 5, 2000
- ------------------------------- (Principal Financial and Accounting Officer)
Robert B. Wallace

/s/ Christopher L. Ellis Director April 5, 2000
- -------------------------------
Christopher L. Ellis

*By: /s/ Christopher L. Ellis
- -------------------------------
Christopher L. Ellis
Attorney-in-Fact
</TABLE>

II-8
<PAGE>

SIGNATURES

USF BESTWAY INC.

By: *
-------------------
Robert V. Fasso
President and Chief Executive Officer

<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
* President, Chief Executive Officer and April 5, 2000
- ------------------------------- Director (Principal Executive Officer)
Robert V. Fasso

* Vice President, Treasurer April 5, 2000
- ------------------------------- (Principal Financial and Accounting Officer)
Jeffrey A. Hale

* Director April 5, 2000
- -------------------------------
John Campbell Carruth

/s/ Christopher L. Ellis Director April 5, 2000
- -------------------------------
Christopher L. Ellis

*By: /s/ Christopher L. Ellis
- -------------------------------
Christopher L. Ellis
Attorney-in-Fact
</TABLE>

II-9
<PAGE>

SIGNATURES

USF BESTWAY LEASING INC.

By: *
-------------------
Robert V. Fasso
President and Chief Executive Officer

<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
* President, Chief Executive Officer and April 5, 2000
- ----------------------------- Director (Principal Executive Officer)
Robert V. Fasso

* Vice President, Treasurer and Director April 5, 2000
- ----------------------------- (Principal Financial and Accounting Officer)
Jeffrey A. Hale
</TABLE>

*By: /s/ Christopher L. Ellis
----------------------------
Christopher L. Ellis
Attorney-in-Fact

II-10
<PAGE>

SIGNATURES

USF COAST CONSOLIDATORS INC.

By: *
---------------
Gerald Post
President

<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
* President April 5, 2000
- ----------------------------- (Principal Executive Officer)
Gerald Post

/s/ Christopher L. Ellis Vice President, Treasurer and Director April 5, 2000
- ----------------------------- (Principal Financial and Accounting Officer)
Christopher L. Ellis

* Director April 5, 2000
- -----------------------------
John Campbell Carruth
</TABLE>

*By: /s/ Christopher L. Ellis
------------------------
Christopher L. Ellis
Attorney-in-Fact

II-11
<PAGE>

SIGNATURES

USF DISTRIBUTION SERVICES INC.

By: *
-------------------
Thomas A. Lilly
President and Chief Executive Officer

<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
* President, Chief Executive Officer and Director April 5, 2000
- ------------------------------- (Principal Executive Officer)
Thomas A. Lilly

* Vice President, Finance April 5, 2000
- ------------------------------- (Principal Financial and Accounting Officer)
Donald Kolczak

* Director April 5, 2000
- -------------------------------
John Campbell Carruth

/s/ Christopher L. Ellis Director April 5, 2000
- -------------------------------
Christopher L. Ellis

*By: /s/ Christopher L. Ellis
- -------------------------------
Christopher L. Ellis
Attorney-in-Fact
</TABLE>

II-13
<PAGE>

SIGNATURES

USF DISTRIBUTION SERVICES OF TEXAS INC.

By: *
------------------------------------
Thomas A. Lilly, President and Chief
Executive Officer

Signature Title Date
<S> <C> <C>
* President, Chief Executive Officer and Director April 5, 2000
- ------------------------------- (Principal Executive Officer)
Thomas A. Lilly

* Vice President, Finance April 5, 2000
- ------------------------------- (Principal Financial and Accounting Officer)
Donald Kolczak

* Director April 5, 2000
- -------------------------------
Douglas E. Christensen

* Director April 5, 2000
- -------------------------------
Robert S. Owen

*By: /s/ Christopher L. Ellis
---------------------------
Christopher L. Ellis
Attorney-in-Fact

</TABLE>

II-14
<PAGE>

SIGNATURES

USF DUGAN INC.

By: *
-------------------
Robert V. Fasso
President and Chief Executive Officer

<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
* President, Chief Executive Officer Director April 5, 2000
- ----------------------------- (Principal Executive Officer)
Robert V. Fasso

* Vice President, Treasurer April 5, 2000
- ----------------------------- (Principal Financial and Accounting Officer)
Gary Pruden

* Director April 5, 2000
- -----------------------------
John Campbell Carruth

/s/ Christopher L. Ellis Director April 5, 2000
- -----------------------------
Christopher L. Ellis

*By: /s/ Christopher L. Ellis
- -----------------------------
Christopher L. Ellis
Attorney-in-Fact
</TABLE>

II-15

<PAGE>

SIGNATURES

USF GLEN MOORE INC.

By: *
--------------------
David L. McGowan
President and Chief Executive Officer

<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
* President, Chief Executive Officer and Director April 5, 2000
- ----------------------------- (Principal Executive Officer)
David L. McGowan

* Vice President and Director April 5, 2000
- ----------------------------- (Principal Financial and Accounting Officer)
Robert B. Wallace

* Director April 5, 2000
- -----------------------------
John Campbell Carruth

/s/ Christopher L. Ellis Director April 5, 2000
- -----------------------------
Christopher L. Ellis

*By: /s/ Christopher L. Ellis
- -----------------------------
Christopher L. Ellis
Attorney-in-Fact
</TABLE>

II-16
<PAGE>

SIGNATURES

USF HOLLAND INC.

By: *
-------------------
Peter B. Neydon
President and Chief Executive Officer

<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
* President, Chief Executive Officer and Director April 5, 2000
- ----------------------------- (Principal Executive Officer)
Peter B. Neydon

* Vice President, Finance & Treasurer April 5, 2000
- ----------------------------- (Principal Financial and Accounting Officer)
Stephen J. Wonch

* Director April 5, 2000
- -----------------------------
John Campbell Carruth

/s/ Christopher L. Ellis Director April 5, 2000
- -----------------------------
Christopher L. Ellis

*By: /s/ Christopher L. Ellis
- -----------------------------
Christopher L. Ellis
Attorney-in-Fact
</TABLE>

II-17
<PAGE>

SIGNATURES

USF LOGISTICS INC.

By: *
--------------------------
Douglas E. Christensen
President and Chief Executive Officer

<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
* President and Chief Executive Officer April 5, 2000
- ----------------------------- (Principal Executive Officer)
Douglas E. Christensen

* Vice President and Chief Financial Officer April 5, 2000
- ----------------------------- (Principal Financial and Accounting Officer)
Robert Dohse

* Director April 5, 2000
- -----------------------------
John Campbell Carruth

/s/ Christopher L. Ellis Director April 5, 2000
- -----------------------------
Christopher L. Ellis

* Director April 5, 2000
- -----------------------------
Robert S. Owen

*By: /s/ Christopher L. Ellis
- -----------------------------
Christopher L. Ellis
Attorney-in-Fact
</TABLE>

II-18
<PAGE>

SIGNATURES

USF LOGISTICS IMC INC.

By: *
--------------------------
Douglas E. Christensen
Chairman and Chief Executive Officer

<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
* Chairman, Chief Executive Officer and Director April 5, 2000
- ----------------------------- (Principal Executive Officer)
Douglas E. Christensen

* Vice President April 5, 2000
- ----------------------------- (Principal Financial and Accounting Officer)
Richard Nusser

* Director April 5, 2000
- -----------------------------
John Campbell Carruth

/s/ Christopher L. Ellis Director April 5, 2000
- -----------------------------
Christopher L. Ellis

* Director April 5, 2000
- -----------------------------
Larry Pittman

*By: /s/ Christopher L. Ellis
- -----------------------------
Christopher L. Ellis
Attorney-in-Fact
</TABLE>

II-19
<PAGE>

SIGNATURES

USF LOGISTICS INC.

By: *
--------------------------
Douglas E. Christensen
Chairman and Chief Executive Officer

<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
* Chairman, Chief Executive Officer and Director April 5, 2000
- ----------------------------- (Principal Executive Officer)
Douglas E. Christensen

* Vice President April 5, 2000
- ----------------------------- (Principal Financial and Accounting Officer)
Robert Dohse

* Director April 5, 2000
- -----------------------------
John Campbell Carruth

/s/ Christopher L. Ellis Director April 5, 2000
- -----------------------------
Christopher L. Ellis

* Director April 5, 2000
- -----------------------------
Larry Pittman

*By: /s/ Christopher L. Ellis
- -------------------------------
Christopher L. Ellis
Attorney-in-Fact
</TABLE>

II-20
<PAGE>

SIGNATURES

USF LOGISTICS SERVICES INC.

By: *
--------------------------
Douglas E. Christensen
President and Chief Executive Officer

<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
* President, Chief Executive Officer and Director April 5, 2000
- ---------------------------- (Principal Executive Officer)
Douglas E. Christensen

* Vice President and Chief Financial Officer April 5, 2000
- ---------------------------- (Principal Financial and Accounting Officer)
Robert Dohse

* Director April 5, 2000
- ----------------------------
Christopher L. Ellis

* Director April 5, 2000
- ----------------------------
Robert S. Owen

*By: /s/ Christopher L. Ellis
- -------------------------------
Christopher L. Ellis
Attorney-in-Fact
</TABLE>

II-21
<PAGE>

SIGNATURES

USF PROCESSORS INC.

By: *
-----------------
Kevin Sheehan
President and Chief Executive Officer

<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
* President, Chief Executive Officer and Director April 5, 2000
- ---------------------------- (Principal Executive Officer)
Kevin Sheehan

* Vice President and Treasurer April 5, 2000
- ---------------------------- (Principal Financial and Accounting Officer)
Donald Venhaus

* Director April 5, 2000
- ----------------------------
Douglas E. Christensen

* Director April 5, 2000
- -------------------------------
Robert Dohse

*By: /s/ Christopher L. Ellis
- -------------------------------
Christopher L. Ellis
Attorney-in-Fact
</TABLE>

II-22
<PAGE>

SIGNATURES

USF PROCESSORS TRADING INC.

By: *
-----------------
Kevin Sheehan
President and Chief Executive Officer

<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
* President, Chief Executive Officer and Director April 5, 2000
- ---------------------------- (Principal Executive Officer)
Kevin Sheehan

* Vice President and Treasurer April 5, 2000
- ---------------------------- (Principal Financial and Accounting Officer)
Donald Venhaus

* Director April 5, 2000
- ----------------------------
Douglas E. Christensen

* Director April 5, 2000
- -------------------------------
Robert Dohse

*By: /s/ Christopher L. Ellis
- -------------------------------
Christopher L. Ellis
Attorney-in-Fact
</TABLE>

II-23
<PAGE>

SIGNATURES

USF PROPERTIES NEW JERSEY INC.

By: *
-------------------------
John Campbell Carruth
President

<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
* President and Director April 5, 2000
- ---------------------------- (Principal Executive Officer)
John Campbell Carruth

/s/ Christopher L. Ellis Vice President, Finance, Treasurer and Director April 5, 2000
- ---------------------------- (Principal Financial and Accounting Officer)
Christopher L. Ellis

* Director April 5, 2000
- ----------------------------
Robert S. Owen

*By: /s/ Christopher L. Ellis
- -------------------------------
Christopher L. Ellis
Attorney-in-Fact
</TABLE>

II-24
<PAGE>

SIGNATURES

USF REDDAWAY INC.

By: *
---------------------
Jared J. McArthur
President and Chief Executive Officer

<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
* President, Chief Executive Officer and Director April 5, 2000
- ---------------------------- (Principal Executive Officer)
Jared J. McArthur

* Vice President, Chief Financial Officer April 5, 2000
- ---------------------------- (Principal Financial and Accounting Officer)
Jeffrey Skoczylas

* Director April 5, 2000
- ----------------------------
John Campbell Carruth

/s/ Christopher L. Ellis Director April 5, 2000
- ----------------------------
Christopher L. Ellis

*By: /s/ Christopher L. Ellis
-------------------------
Christopher L. Ellis
Attorney-in-Fact
</TABLE>

II-25
<PAGE>

SIGNATURES

USF RED STAR INC.

By: *
--------------------
J. Bradley Jones
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
<S> <C> <C>
* Chief Executive Officer April 5, 2000
- ---------------------------- (Principal Executive Officer)
J. Bradley Jones

* Vice President, Financial and Treasurer April 5, 2000
- ---------------------------- (Principal Financial and Accounting Officer)
John O'Sullivan

* Director April 5, 2000
- -------------------------------
John Campbell Carruth

/s/ Christopher L. Ellis Director April 5, 2000
- -------------------------------
Christopher L. Ellis

* Director April 5, 2000
- -------------------------------
Robert S. Owen

*By: /s/ Christopher L. Ellis
-------------------------
Christopher L. Ellis
Attorney-in-Fact

</TABLE>

II-26
<PAGE>

SIGNATURES

USF SALES CORPORATION

By: *
-------------------------
John Campbell Carruth
President and Chief Executive Officer

<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
* President, Chief Executive Officer and Director April 5, 2000
- ---------------------------- (Principal Executive Officer)
John Campbell Carruth

/s/ Christopher L. Ellis Vice President, Finance, Treasurer and Director April 5, 2000
- ---------------------------- (Principal Financial and Accounting Officer)
Christopher L. Ellis

* Director April 5, 2000
- ----------------------------
Robert S. Owen

By: /s/ Christopher L. Ellis
-------------------------
Christopher L. Ellis
Attorney-in-Fact
</TABLE>

II-27
<PAGE>

SIGNATURES

USF WORLDWIDE (PUERTO RICO) INC.

By: *
-----------------------------
Thomas Vincent, President

<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
* President April 5, 2000
- ---------------------------- (Principal Executive Officer)
Thomas Vincent

* Senior Vice President and Treasurer April 5, 2000
- ---------------------------- (Principal Financial and Accounting Officer)
Gerald H. Post

* Director April 5, 2000
- -------------------------------
Richard C. Pagano

*By: /s/ Christopher L. Ellis
- -------------------------------
Christopher L. Ellis
Attorney-in-Fact
</TABLE>

II-28
<PAGE>

SIGNATURES

USF WORLDWIDE INC.

By: *
---------------
Daniel Para
President

<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
* President and Director April 5, 2000
- ---------------------------- (Principal Executive Officer)
Daniel Para

* Vice President, Finance April 5, 2000
- ---------------------------- (Principal Financial and Accounting Officer)
Timothy McCann

* Director April 5, 2000
- -------------------------------
John Campbell Carruth

/s/ Christopher L. Ellis Director April 5, 2000
- -------------------------------
Christopher L. Ellis

*By: /s/ Christopher L. Ellis
- -------------------------------
Christopher L. Ellis
Attorney-in-Fact
</TABLE>

II-29
<PAGE>

EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit Number Description of Exhibit
<S> <C>
1.1* Form of Underwriting 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 (File
No. 0-19791))

3.2* 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 (File No. 0-
19791))

3.3* 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
(File No. 0-19791))

3.4* 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 (File No. 0-19791))

4.4* Indenture, dated as of May 5, 1999, among USFreightways
Corporation, the Guarantors named therein and Bank One,
Michigan, as Trustee (as the successor-in-interest to NBD
Bank) (incorporated by reference from Exhibit 4.1 to
USFreightways Corporation's Current Report on Form 8-K,
filed on May 11, 1999 (File No. 0-19791))

4.5* First Supplemental Indenture

4.6* Form of USFreightways Corporation Officers' Certificate
setting forth the terms of the debt securities (incorporated
by reference from Exhibit 4.5 to USFreightways Corporation's
Amendment No. 1 to Registration Statement on Form S-3, filed
on April 13, 1999 (File No. 333-76217))

4.7* Form of Subsidiary Guarantee (incorporated by reference from
Exhibit 4.6 to USFreightways Corporation's Amendment No. 2
to Amendment No. 1 to Registration Statement on Form S-3,
filed on April 29, 1999 (File No. 333-76217))

5.1* Opinion of Sachnoff & Weaver, Ltd.

12.1 Computation of Ratio of Earnings to Fixed Charges

23.1 Consent of Arthur Andersen LLP

23.3* Consent of Sachnoff & Weaver, Ltd. (included in Exhibit 5.1)

24.1* Powers of Attorney for the Company and the Subsidiary
Guarantors (included on signature pages)

25.1 Statement of Eligibility on Form T-1 of Bank One Trust
Company, National Association (formerly known as NBD Bank)

</TABLE>

* Previously Filed

<PAGE>

Exhibit 12.1

USFREIGHTWAYS CORPORATION
RATIO OF EARNINGS TO FIXED CHARGES(1)
(Dollars in Thousands)

Years Ended December 31,
---------------------------------------------------------

1995 1996 1997 1998 1999
------- ------- -------- ------- -------
<S> <C> <C> <C> <C> <C>
Earnings before taxes/(2)/ 58,488 58,979 97,495 121,494 175,580

Plus interest expense 8,884 12,144 8,461 8,784 14,003
Plus rental expense 6,601 6,798 7,287 7,531 9,888
Less capitalized interest 0 0 0 0 0
Less undistributed income 0 0 0 0 0
------- ------- -------- ------- -------

Adjusted earnings income
before taxes 73,973 77,921 113,243 137,809 199,471

Fixed charges:

Interest expense 8,884 12,144 8,461 8,784 14,003
Capitalized interest expense 0 0 0 0 0
Rental expense 6,601 6,798 7,287 7,531 9,888

Total fixed charges 15,485 18,942 15,748 16,315 23,891
--------- ------- -------- ------- -------
Ratio of earnings to
fixed charges 4.8 4.1 7 8.4 8.3
</TABLE>

(1) For the purpose of calculating the ratio, earnings have been calculated by
adding fixed charges to income before income taxes, and by deducting therefrom
interest capitalized during the period and USFreightways Corporation's share of
the undistributed income in less-than-fifty-percent-owned affiliates; and fixed
charges comprise total interest, including capitalized interest, and the portion
of rental expense representative of the interest factor.

(2) Before a one-time restructuring of $4,050 in 1996.

(3) Rental expense is one-third of total expense or the proportion deemed
representative of the interest factor.

<PAGE>

Exhibit 23.1

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our reports dated January 19, 2000
included in USFreightways Corporation's Form 10-K for the year ended December
31, 1999 and to all references to our Firm included in this Registration
Statement.

ARTHUR ANDERSEN LLP

April 6, 2000

<PAGE>

Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM T-1
--------

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ___

---------------------------------

BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)

A National Banking Association 31-0838515
(I.R.S. employer
identification number)

100 East Broad Street, Columbus, Ohio 43271-0181
(Address of principal executive offices) (Zip Code)

BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION
100 East Broad Street
Columbus, Ohio 43271-0181
Attn: John R. Prendiville, Senior Counsel, (312) 661-5223
(Name, address and telephone number of agent for service)

----------------------------------

USFREIGHTWAYS CORPORATION
(Exact name of obligor as specified in its charter)

Delaware 36-3790696
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)

9700 Higgins Road, Suite 570
Rosemont, Illinois 60018
(Address of principal executive offices) (Zip Code)

Senior Debt Securities
(Title of Indenture Securities)
<PAGE>

Item 1. General Information. Furnish the following
information as to the trustee:

(a) Name and address of each examining or
supervising authority to which it is subject.

Comptroller of Currency, Washington, D.C.;
Federal Deposit Insurance Corporation,
Washington, D.C.; The Board of Governors of
the Federal Reserve System, Washington D.C.

(b) Whether it is authorized to exercise
corporate trust powers.

The trustee is authorized to exercise corporate
trust powers.

Item 2. Affiliations With the Obligor. If the obligor
is an affiliate of the trustee, describe each
such affiliation.

No such affiliation exists with the trustee.

Item 16. List of exhibits. List below all exhibits filed as a
part of this Statement of Eligibility.

1. A copy of the articles of association of the
trustee now in effect.

2. A copy of the certificate of authority of the
trustee to commence business.

3. A copy of the authorization of the trustee to
exercise corporate trust powers.

4. A copy of the existing by-laws of the trustee.

5. Not Applicable.

6. The consent of the trustee required by
Section 321(b) of the Act.

7. A copy of the latest report of condition of the
trustee published pursuant to law or the
requirements of its supervising or examining
authority.

8. Not Applicable.

<PAGE>

9. Not Applicable.

Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Bank One Trust Company, National Association, a
national banking association organized and existing under the laws of the
United States of America, has duly caused this Statement of Eligibility to
be signed on its behalf by the undersigned, thereunto duly authorized, all
in the City of Chicago and State of Illinois, on the 6th day of April,
2000.

Bank One Trust Company, National Association,
Trustee

By /s/ John R. Prendiville
John R. Prendiville
Vice President

<PAGE>

EXHIBIT 1

A COPY OF THE ARTICLES OF ASSOCIATION OF THE
TRUSTEE NOW IN EFFECT

AMENDED AND RESTATED
ARTICLES OF ASSOCIATION
of
BANK ONE TRUST COMPANY, National Association

FIRST. The title of this Association shall be BANK ONE TRUST COMPANY, National
Association.

SECOND. The main office of the Association shall be in the City of Columbus,
County of Franklin, State of Ohio.

The business of the Association will be limited to the fiduciary powers and the
support of activities incidental to the exercise of those powers. The
Association will not expand or alter its business beyond that stated in this
article without the prior approval of the Comptroller of the Currency.

THIRD. The Board of Directors of this Association shall consist of not less
than five nor more than twenty-five persons, the exact number to be fixed and
determined from time to time by resolution of a majority of the full Board of
Directors or by resolution of a majority of the shareholders at any annual or
special meeting thereof. Each director shall own common or preferred stock of
the Association, or of a holding company owning the Association, with an
aggregate par, fair market or equity value of not less than $1,000, as of either
(i) the date of purchase, (ii) the date the person became a director, or (iii)
the date of that person's most recent election to the Board of Directors,
whichever is more recent. Any combination of common or preferred stock of the
Association or holding company may be used.

Any vacancy in the Board of Directors may be filled by action of a majority of
the remaining directors between meetings of shareholders. The Board of Directors
may not increase the number of directors between meetings of shareholders to a
number which: (1) exceeds by more than two the number of directors last elected
by shareholders where the number was 15 or less; or (2) exceeds by more than
four the number of directors last elected by shareholders where the number was
16 or more, but in no event shall the number of directors exceed 25.

Terms of directors, including directors selected to fill vacancies, shall expire
at the next regular meeting of shareholders at which directors are elected,
unless the directors resign or are removed from office.

Despite the expiration of a director's term, the director shall continue to
serve until his or her successor is elected and qualifies or until there is a
decrease in the number of directors and his or her position is eliminated.

Honorary or advisory members of the Board of Directors, without voting power or
power of final decision in matters concerning the business of the Association,
may be appointed by resolution of
<PAGE>

a majority of the full Board of Directors, or by resolution of shareholders at
any annual or special meeting. Honorary or advisory directors shall not be
counted to determine the number of directors of the Association or the presence
of a quorum in connection with any board action, and shall not be required to
own qualifying shares.

FOURTH. There shall be an annual meeting of the shareholders to elect directors
and transact whatever other business may be brought before the meeting. It shall
be held at the main office or any other convenient place the Board of Directors
may designate, on the day of each year specified therefor in the Bylaws or, if
that day falls on a legal holiday in the state in which the Association is
located, on the next following banking day. If no election is held on the day
fixed or in the event of a legal holiday on the following banking day, an
election may be held on any subsequent day within 60 days of the day fixed, to
be designated by the Board of Directors or, if the directors fail to fix the
day, by shareholders representing two-thirds of the shares issued and
outstanding. In all cases at least 10 days advance notice of the meeting shall
be given to the shareholders by first class mail.

In all elections of directors, the number of votes each common shareholder may
cast will be determined by multiplying the number of shares such shareholder
owns by the number of directors to be elected. Those votes may be cumulated and
cast for a single candidate or may be distributed among two or more candidates
in the manner selected by the shareholder. On all other questions, each common
shareholder shall be entitled to one vote for each share of stock held by such
shareholder. If the issuance of preferred stock with voting rights has been
authorized by a vote of shareholders owning a majority of the common stock of
the association, preferred shareholders will have cumulative voting rights and
will be included within the same class as common shareholders, for purposes of
elections of directors.

A director may resign at any time by delivering written notice to the Board of
Directors, its chairperson, or to the Association, which resignation shall be
effective when the notice is delivered unless the notice specifies a later
effective date.

A director may be removed by shareholders at a meeting called to remove him or
her, when notice of the meeting stating that the purpose or one of the purposes
is to remove him or her is provided, if there is a failure to fulfill one of the
affirmative requirements for qualification, or for cause, provided, however,
that a director may not be removed if the number of votes sufficient to elect
him or her under cumulative voting is voted against his or her removal.

FIFTH. The authorized amount of capital stock of this Association shall be
eighty thousand shares of common stock of the par value of ten dollars ($10.00)
each; but said capital stock may be increased or decreased from time to time,
according to the provisions of the laws of the United States.

No holder of shares of the capital stock of any class of the Association shall
have any preemptive or preferential right of subscription to any shares of any
class of stock of the Association, whether now or hereafter authorized, or to
any obligations convertible into stock of the Association, issued or sold, nor
any right of subscription to any thereof other than such, if any, as the Board
of Directors, in its discretion, may from time to time determine and at such
price as the Board of Directors may from time to time fix.
<PAGE>

Unless otherwise specified in the Articles of Association or required by law,
(1) all matters requiring shareholder action, including amendments to the
Articles of Association, must be approved by shareholders owning a majority
voting interest in the outstanding voting stock, and (2) each shareholder shall
be entitled to one vote per share.

Unless otherwise specified in the Articles of Association or required by law,
all shares of voting stock shall be voted together as a class on any matters
requiring shareholder approval. If a proposed amendment would affect two or more
classes or series in the same or a substantially similar way, all the classes or
series so affected must vote together as a single voting group on the proposed
amendment.

Shares of the same class or series may be issued as a dividend on a pro rata
basis and without consideration. Shares of another class or series may be issued
as share dividends in respect of a class or series of stock if approved by a
majority of the votes entitled to be cast by the class or series to be issued
unless there are no outstanding shares of the class or series to be issued.
Unless otherwise provided by the Board of Directors, the record date for
determining shareholders entitled to a share dividend shall be the date the
Board of Directors authorizes the share dividend.

Unless otherwise provided in the Bylaws, the record date for determining
shareholders entitled to notice of and to vote at any meeting is the close of
business on the day before the first notice is mailed or otherwise sent to the
shareholders, provided that in no event may a record date be more than 70 days
before the meeting.

If a shareholder is entitled to fractional shares pursuant to preemptive rights,
a stock dividend, consolidation or merger, reverse stock split or otherwise, the
Association may: (a) issue fractional shares or; (b) in lieu of the issuance of
fractional shares, issue script or warrants entitling the holder to receive a
full share upon surrendering enough script or warrants to equal a full share;
(c) if there is an established and active market in the Association's stock,
make reasonable arrangements to provide the shareholder with an opportunity to
realize a fair price through sale of the fraction, or purchase of the additional
fraction required for a full share; (d) remit the cash equivalent of the
fraction to the shareholder; or (e) sell full shares representing all the
fractions at public auction or to the highest bidder after having solicited and
received sealed bids from at least three licensed stock brokers, and distribute
the proceeds pro rata to shareholders who otherwise would be entitled to the
fractional shares. The holder of a fractional share is entitled to exercise the
rights for shareholder, including the right to vote, to receive dividends, and
to participate in the assets of the Association upon liquidation, in proportion
to the fractional interest. The holder of script or warrants is not entitled to
any of these rights unless the script or warrants explicitly provide for such
rights. The script or warrants may be subject to such additional conditions as:
(1) that the script or warrants will become void if not exchanged for full
shares before a specified date; and (2) that the shares for which the script or
warrants are exchangeable may be sold at the option of the Association and the
proceeds paid to scriptholders.

The Association, at any time and from time to time, may authorize and issue debt
obligations, whether or not subordinated, without the approval of the
shareholders. Obligations classified as debt, whether or not subordinated, which
may be issued by the Association without the approval of shareholders, do not
carry voting rights on any issue, including an increase or decrease in the
aggregate number of the securities, or the exchange or reclassification of all
or part of securities into securities of another class or series.
<PAGE>

SIXTH. The Board of Directors shall appoint one of its members president of
this Association, and one of its members chairperson of the board and shall have
the power to appoint one or more vice presidents, a secretary who shall keep
minutes of the directors' and shareholders' meetings and be responsible for
authenticating the records of the Association, and such other officers and
employees as may be required to transact the business of this Association. A
duly appointed officer may appoint one or more officers or assistant officers if
authorized by the Board of Directors in accordance with the Bylaws.

The Board of Directors shall have the power to:

(1) Define the duties of the officers, employees, and agents of the
Association.

(2) Delegate the performance of its duties, but not the responsibility for its
duties, to the officers, employees, and agents of the Association.

(3) Fix the compensation and enter into employment contracts with its officers
and employees upon reasonable terms and conditions consistent with
applicable law.

(4) Dismiss officers and employees.

(5) Require bonds from officers and employees and to fix the penalty thereof.

(6) Ratify written policies authorized by the Association's management or
committees of the board.

(7) Regulate the manner in which any increase or decrease of the capital of
the Association shall be made, provided that nothing herein shall restrict
the power of shareholders to increase or decrease the capital of the
association in accordance with law, and nothing shall raise or lower from
two-thirds the percentage for shareholder approval to increase or reduce
the capital.

(8) Manage and administer the business and affairs of the Association.

(9) Adopt initial Bylaws, not inconsistent with law or the Articles of
Association, for managing the business and regulating the affairs of the
Association.

(10) Amend or repeal Bylaws, except to the extent that the Articles of
Association reserve this power in whole or in part to shareholders.

(11) Make contracts.

(12) Generally perform all acts that are legal for a Board of Directors to
perform.

SEVENTH. The Board of Directors shall have the power to change the location of
the main office of this Association to any other place within the limits of the
City of Columbus, State of Ohio, without the approval of the shareholders; and
shall have the power to change the location of the main office of this
Association to any other place outside the limits of the City of Columbus, State
of Ohio, but not more than thirty miles beyond such limits, with the affirmative
<PAGE>

vote of shareholders owning two-thirds of the stock of the Association, subject
to receipt of a certificate of approval from the Comptroller of the Currency.
The Board of Directors shall have the power to establish or change the location
of any branch or branches of the Association to any other location permitted
under applicable law without the approval of the shareholders, subject to
approval by the Office of the Comptroller of the Currency. The Board of
Directors shall have the power to establish or change the location of any
nonbranch office or facility of the Association without the approval of the
shareholders.

EIGHTH. The corporate existence of this Association shall continue until
termination according to the laws of the United States.

NINTH. The Board of Directors of this Association, or any shareholders owning,
in the aggregate, not less than 20 percent of the stock of this Association, may
call a special meeting of shareholders at any time. Unless otherwise provided by
the Bylaws or the laws of the United States, or waived by shareholders, a notice
of the time, place, and purpose of every annual and special meeting of the
shareholders shall be given by first-class mail, postage prepaid, mailed at
least 10, and no more than 60, days prior to the date of the meeting to each
shareholder of record at his/her address as shown upon the books of this
Association. Unless otherwise provided by the Bylaws, any action requiring
approval of shareholders must be effected at a duly called annual or special
meeting.

TENTH. The Association shall provide indemnification as set forth below:

Every person who is or was a Director, officer or employee of the Association or
of any other corporation which he served as a Director, officer or employee at
the request of the Association as part of his regularly assigned duties may be
indemnified by the Association in accordance with the provisions of this Article
against all liability (including, without limitation, judgments, fines,
penalties, and settlements) and all reasonable expenses (including, without
limitation, attorneys' fees and investigative expenses) that may be incurred or
paid by him in connection with any claim, action, suit or proceeding, whether
civil, criminal or administrative (all referred to hereafter in this Article as
"Claims") or in connection with any appeal relating thereto in which he may
become involved as a party or otherwise or with which he may be threatened by
reason of his being or having been a Director, officer or employee of the
Association or such other corporation, or by reason of any action taken or
omitted by him in his capacity as such Director, officer or employee, whether or
not he continues to be such at the time such liability or expenses are incurred;
provided that nothing contained in this Article shall be construed to permit
indemnification of any such person who is adjudged guilty of, or liable for,
willful misconduct, gross neglect of duty or criminal acts, unless, at the time
such indemnification is sought, such indemnification in such instance is
permissible under applicable law and regulations, including published rulings of
the Comptroller of the Currency or other appropriate supervisory or regulatory
authority; and provided further that there shall be no indemnification of
Directors, officers, or employees against expenses, penalties, or other payments
incurred in an administrative proceeding or action instituted by an appropriate
regulatory agency which proceeding or action results in a final order assessing
civil money penalties or requiring affirmative action by an individual or
individuals in the form of payments to the Association.

Every person who may be indemnified under the provisions of this Article and who
has been wholly successful on the merits with respect to any Claim shall be
entitled to indemnification as
<PAGE>

of right. Except as provided in the preceding sentence, any indemnification
under this Article shall be at the sole discretion of the Board of Directors and
shall be made only if the Board of Directors or the Executive Committee acting
by a quorum consisting of Directors who are not parties to such Claim shall find
or if independent legal counsel (who may be the regular counsel of the
Association) selected by the Board of Directors or Executive Committee whether
or not a disinterested quorum exists shall render their opinion that in view of
all of the circumstances then surrounding the Claim, such indemnification is
equitable and in the best interests of the Association. Among the circumstances
to be taken into consideration in arriving at such a finding or opinion is the
existence or non-existence of a contract of insurance or indemnity under which
the Association would be wholly or partially reimbursed for such
indemnification, but the existence or non-existence of such insurance is not the
sole circumstance to be considered nor shall it be wholly determinative of
whether such indemnification shall be made. In addition to such finding or
opinion, no indemnification under this Article shall be made unless the Board of
Directors or the Executive Committee acting by a quorum consisting of Directors
who are not parties to such Claim shall find or if independent legal counsel
(who may be the regular counsel of the Association) selected by the Board of
Directors or Executive Committee whether or not a disinterested quorum exists
shall render their opinion that the Directors, officer or employee acted in good
faith in what he reasonably believed to be the best interests of the Association
or such other corporation and further in the case of any criminal action or
proceeding, that the Director, officer or employee reasonably believed his
conduct to be lawful. Determination of any Claim by judgment adverse to a
Director, officer or employee by settlement with or without Court approval or
conviction upon a plea of guilty or of nolo contendere or its equivalent shall
not create a presumption that a Director, officer or employee failed to meet the
standards of conduct set forth in this Article. Expenses incurred with respect
to any Claim may be advanced by the Association prior to the final disposition
thereof upon receipt of an undertaking satisfactory to the Association by or on
behalf of the recipient to repay such amount unless it is ultimately determined
that he is entitled to indemnification under this Article.

The rights of indemnification provided in this Article shall be in addition to
any rights to which any Director, officer or employee may otherwise be entitled
by contract or as a matter of law. Every person who shall act as a Director,
officer or employee of this Association shall be conclusively presumed to be
doing so in reliance upon the right of indemnification provided for in this
Article.

ELEVENTH. These Articles of Association may be amended at any regular or
special meeting of the shareholders by the affirmative vote of the holders of a
majority of the stock of this Association, unless the vote of the holders of a
greater amount of stock is required by law, and in that case by the vote of the
holders of such greater amount. The Association's Board of Directors may propose
one or more amendments to the Articles of Association for submission to the
shareholders.
<PAGE>

EXHIBIT 2

A COPY OF THE CERTIFICATE OF AUTHORITY OF THE
TRUSTEE TO COMMENCE BUSINESS

CERTIFICATE

I, John D. Hawke, Jr., Comptroller of the Currency, do hereby certify that:

1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq.,
as amended, 12 U.S.C. 1, et seq., as amended, has possession, custody and
control of all records pertaining to the chartering of all National Banking
Associations.

2. "Bank One Trust Company, National Association," Columbus, Ohio, (Charter
No. 16235) is a National Banking Association formed under the laws of the United
States and is authorized thereunder to transact the business of banking on the
date of this Certificate.

IN TESTIMONY WHEREOF, I have hereunto

subscribed my name and caused my seal of

office to be affixed to these presents at the

Treasury Department in the City of

Washington and District of Columbia, this

15th day of September, 1999.

/s/ John D. Hawke, Jr.
----------------------
Comptroller of the Currency

<PAGE>

EXHIBIT 3

A COPY OF THE AUTHORIZATION OF THE TRUSTEE
TO EXERCISE CORPORATE TRUST POWERS

CERTIFICATE

I, John D. Hawke, Jr., Comptroller of the Currency, do hereby certify that:

2. "Bank One Trust Company, National Association," Columbus, Ohio, (Charter
No. 16235) was granted, under the hand and seal of the Comptroller, the right to
act in all fiduciary capacities authorized under the provisions of the Act of
Congress approved September 28, 1962, 76 Stat. 668, 12 U.S.C. 92a, and that the
authority so granted remains in full force and effect on the date of this
Certificate.

IN TESTIMONY WHEREOF, I have hereunto

subscribed my name and caused my seal of

office to be affixed to these presents at the

Treasury Department in the City of

Washington and District of Columbia, this

15th day of September, 1999.

/s/ John D. Hawke, Jr.
----------------------
Comptroller of the Currency
EXHIBIT 4

A COPY OF THE EXISTING BY-LAWS OF THE TRUSTEE

BANK ONE TRUST COMPANY, National Association
BY-LAWS
-------
<PAGE>

ARTICLE I

MEETINGS OF SHAREHOLDERS
------------------------

SECTION 1.01. ANNUAL MEETING. The regular annual meeting of the shareholders
of the Bank for the election of Directors and for the transaction of such
business as may properly come before the meeting shall be held at its main
office, or other convenient place duly authorized by the Board of Directors, on
the same day upon which any regular or special Board meeting is held from and
including the first Monday of January to, and including, the fourth Monday of
February of each year, or on the next succeeding banking day, if the day fixed
falls on a legal holiday. If from any cause, an election of Directors is not
made on the day fixed for the regular meeting of the shareholders or, in the
event of a legal holiday, on the next succeeding banking day, the Board of
Directors shall order the election to be held on some subsequent day, as soon
thereafter as practicable, according to the provisions of law; and notice
thereof shall be given in the manner herein provided for the annual meeting.
Notice of such annual meeting shall be given by or under the direction of the
Secretary, or such other officer as may be designated by the Chief Executive
Officer, by first-class mail, postage prepaid, to all shareholders of record of
the Bank at their respective addresses as shown upon the books of the Bank
mailed not less than ten days prior to the date fixed for such meeting.

SECTION 1.02. SPECIAL MEETINGS. A special meeting of the shareholders of the
Bank may be called at any time by the Board of Directors or by any three or more
shareholders owning, in the aggregate, not less than ten percent of the stock of
the Bank. Notice of any special meeting of the shareholders called by the Board
of Directors, stating the time, place and purpose of the meeting, shall be given
by or under the direction of the Secretary, or such other officer as is
designated by the Chief Executive Officer, by first-class mail, postage prepaid,
to all shareholders of record of the Bank at their respective addresses as shown
upon the books of the Bank mailed not less than ten days prior to the date fixed
for such meeting. Any special meeting of shareholders shall be conducted and its
proceedings recorded in the manner prescribed in these By-Laws for annual
meetings of shareholders.

SECTION 1.03. SECRETARY OF MEETING OF SHAREHOLDERS. The Board of Directors may
designate a person to be the secretary of the meeting of shareholders. In the
absence of a presiding officer, as designated by these By-Laws, the Board of
Directors may designate a person to act as the presiding officer. In the event
the Board of Directors fails to designate a person to preside at a meeting of
shareholders and a secretary of such meeting, the shareholders present or
represented shall elect a person to preside and a person to serve as secretary
of the meeting. The secretary of the meeting of shareholders shall cause the
returns made by the judges of election and other proceedings to be recorded in
the minute books of the Bank. The presiding officer shall notify the Directors-
elect of their election and to meet forthwith for the organization of the new
Board of Directors. The minutes of the meeting shall be signed by the presiding
officer and the secretary designated for the meeting.

SECTION 1.04. JUDGES OF ELECTION. The Board of Directors may appoint as many
as three shareholders to be judges of the election, who shall hold and conduct
the same, and who shall, after the election has been held, notify, in writing
over their signatures, the secretary of the
<PAGE>

meeting of shareholders of the result thereof and the names of the Directors
elected; provided, however, that upon failure for any reason of any judge or
judges of election, so appointed by the Directors, to serve, the presiding
officer of the meeting shall appoint other shareholders or their proxies to fill
the vacancies. The judges of election, at the request of the chairman of the
meeting, shall act as tellers of any other vote by ballot taken at such meeting,
and shall notify, in writing over their signature, the secretary of the Board of
Directors of the result thereof.

SECTION 1.05. PROXIES. In all elections of Directors, each shareholder of
record, who is qualified to vote under the provisions of Federal Law, shall have
the right to vote the number of shares of record in such shareholder's name for
as many persons as there are Directors to be elected, or to cumulate such shares
as provided by Federal Law. In deciding all other questions at meetings of
shareholders, each shareholder shall be entitled to one vote on each share of
stock of record in such shareholder's name. Shareholders may vote by proxy duly
authorized in writing. All proxies used at the annual meeting shall be secured
for that meeting only, or any adjournment thereof, and shall be dated, if not
dated by the shareholder, as of the date of the receipt thereof. No officer or
employee of this Bank may act as proxy.

SECTION 1.06. QUORUM. Holders of record of a majority of the shares of the
capital stock of the Bank, eligible to be voted, present either in person or by
proxy, shall constitute a quorum for the transaction of business at any meeting
of shareholders, but shareholders present at any meeting and constituting less
than a quorum may, without further notice, adjourn the meeting from time to time
until a quorum is obtained. A majority of the votes cast shall decide every
question or matter submitted to the shareholders at any meeting, unless
otherwise provided by law or by the Articles of Association.

ARTICLE II
DIRECTORS
---------

SECTION 2.01. QUALIFICATIONS. Each Director shall have the qualifications
prescribed by law. No person elected as a Director may exercise any of the
powers of office until such Director has taken the oath of such office.

SECTION 2.02. VACANCIES. Directors of the Bank shall hold office for one year
or until their successors are elected and qualified. Any vacancy in the Board
shall be filled by appointment of the remaining Directors, and any Director so
appointed shall hold office until the next election.

SECTION 2.03. ORGANIZATION MEETING. The Directors elected by the shareholders
shall meet for organization of the new Board of Directors at the time and place
fixed by the presiding officer of the annual meeting. If at the time fixed for
such meeting there is no quorum present, the Directors in attendance may adjourn
from time to time until a quorum is obtained. A majority of the number of
Directors elected by the shareholders shall constitute a quorum for the
transaction of business.
<PAGE>

SECTION 2.04. REGULAR MEETINGS. The regular meetings of the Board of Directors
shall be held at such date, time and place as the Board may previously
designate, or should the Board fail to so designate, at such date, time and
place as the Chairman of the Board, Chief Executive Officer, or President may
fix. Whenever a quorum is not present, the Directors in attendance shall
adjourn the meeting to a time not later than the date fixed by the By-Laws for
the next succeeding regular meeting of the Board. Members of the Board of
Directors may participate in such meetings through use of conference telephone
or similar communications equipment, so long as all members participating in
such meetings can hear one another.

SECTION 2.05. SPECIAL MEETINGS. Special meetings of the Board of Directors
shall be held at the call of the Chairman of the Board, Chief Executive Officer,
or President, or at the request of two or more Directors. Any special meeting
may be held at such place and at such time as may be fixed in the call. Written
or oral notice shall be given to each Director not later than the day next
preceding the day on which the special meeting is to be held, which notice may
be waived in writing. The presence of a Director at any meeting of the Board of
Directors shall be deemed a waiver of notice thereof by such Director. Whenever
a quorum is not present, the Directors in attendance shall adjourn the special
meeting from day to day until a quorum is obtained. Members of the Board of
Directors may participate in such meetings through use of conference telephone
or similar communications equipment, so long as all members participating in
such meetings can hear one another.

SECTION 2.06. QUORUM. A majority of the Directors shall constitute a quorum at
any meeting, except when otherwise provided by law; but a lesser number may
adjourn any meeting, from time-to-time, and the meeting may be held, as
adjourned, without further notice. When, however, less than a quorum as herein
defined, but at least one-third and not less than two of the authorized number
of Directors are present at a meeting of the Directors, business of the Bank may
be transacted and matters before the Board approved or disapproved by the
unanimous vote of the Directors present.

SECTION 2.07. COMPENSATION. Each member of the Board of Directors shall
receive such fees for attendance at Board and Board committee meetings and such
fees for service as a Director, irrespective of meeting attendance, as from time
to time are fixed by resolution of the Board; provided, however, that payment
hereunder shall not be made to a Director for meetings attended and/or Board
service which are not for the Bank's sole benefit and which are concurrent and
duplicative with meetings attended or Board service for an affiliate of the Bank
for which the Director receives payment; and provided further that fees
hereunder shall not be paid in the case of any Director in the regular
employment of the Bank or of one of its affiliates. Each member of the Board of
Directors, whether or not such Director is in the regular employment of the Bank
or of one of its affiliates, shall be reimbursed for travel expenses incident to
attendance at Board and Board committee meetings.

SECTION 2.08. EXECUTIVE COMMITTEE. There may be a standing committee of the
Board of Directors known as the Executive Committee which shall possess and
exercise, when the Board is not in session, all the powers of the Board that may
lawfully be delegated. The Executive Committee shall consist of at least three
Board members, one of whom shall be the
<PAGE>

Chairman of the Board, Chief Executive Officer or the President. The other
members of the Executive Committee shall be appointed by the Chairman of the
Board, the Chief Executive Officer, or the President, with the approval of the
Board, and who shall continue as members of the Executive Committee until their
successors are appointed, provided, however, that any member of the Executive
Committee may be removed by the Board upon a majority vote thereof at any
regular or special meeting of the Board. The Chairman, Chief Executive Officer,
or President shall fill any vacancy in the Executive Committee by the
appointment of another Director, subject to the approval of the Board of
Directors. The Executive Committee shall meet at the call of the Chairman, Chief
Executive Officer, or President or any two members thereof at such time or times
and place as may be designated. In the event of the absence of any member or
members of the Executive Committee, the presiding member may appoint a member or
members of the Board to fill the place or places of such absent member or
members to serve during such absence. Two members of the Executive Committee
shall constitute a quorum. When neither the Chairman of the Board, the Chief
Executive Officer, nor President are present, the Executive Committee shall
appoint a presiding officer. The Executive Committee shall report its
proceedings and the action taken by it to the Board of Directors.

SECTION 2.09. OTHER COMMITTEES. The Board of Directors may appoint such
special committees from time to time as are in its judgment necessary in the
interest of the Bank.

ARTICLE III
OFFICERS, MANAGEMENT STAFF AND EMPLOYEES
----------------------------------------

SECTION 3.01. OFFICERS AND MANAGEMENT STAFF.

(a) The executive officers of the Bank shall include a Chairman of the Board,
Chief Executive Officer, President, Chief Financial Officer, Secretary, Security
Officer, and may include one or more Senior Managing Directors or Managing
Directors. The Chairman of the Board, Chief Executive Officer, President, any
Senior Managing Director, any Managing Director, Chief Financial Officer,
Secretary, and Security Officer shall be elected by the Board. The Chairman of
the Board, Chief Executive Officer, and the President shall be elected by the
Board from their own number. Such officers as the Board shall elect from their
own number shall hold office from the date of their election as officers until
the organization meeting of the Board of Directors following the next annual
meeting of shareholders, provided, however, that such officers may be relieved
of their duties at any time by action of the Board of Directors, in which event
all the powers incident to their office shall immediately terminate. The
Chairman of the Board, Chief Executive Officer, or the President shall preside
at all meetings of shareholders and meetings of the Board of Directors.

(b) The management staff of the Bank shall include officers elected by the
Board, officers appointed by the Chairman of the Board, the Chief Executive
Officer, the President, any Senior Managing Director, any Managing Director, the
Chief Financial Officer, and such other persons in the employment of the Bank
who, pursuant to authorization by a duly authorized officer of the Bank, perform
management functions and have management responsibilities. Any two or more
offices may be held by the same person except that no person shall hold the
office of
<PAGE>

Chairman of the Board, Chief Executive Officer and/or President and at the same
time also hold the office of Secretary.

(c) Except as provided in the case of the elected officers who are members of
the Board, all officers and employees, whether elected or appointed, shall hold
office at the pleasure of the Board. Except as otherwise limited by law or these
By-Laws, the Board assigns to the Chairman of the Board, the Chief Executive
Officer, the President, any Senior Managing Director, any Managing Director, the
Chief Financial Officer, and/or each of their respective designees the authority
to control all personnel, including elected and appointed officers and employees
of the Bank, to employ or direct the employment of such officers and employees
as he or she may deem necessary, including the fixing of salaries and the
dismissal of such officers and employees at pleasure, and to define and
prescribe the duties and responsibilities of all officers and employees of the
Bank, subject to such further limitations and directions as he or she may from
time to time deem appropriate.

(d) The Chairman of the Board, the Chief Executive Officer, the President, any
Senior Managing Director, any Managing Director, the Chief Financial Officer,
and any other officer of the Bank, to the extent that such officer is authorized
in writing by the Chairman of the Board, the Chief Executive Officer, the
President, any Senior Managing Director, any Managing Director, or the Chief
Financial Officer may appoint persons other than officers who are in employment
of the Bank to serve in management positions and in connection therewith, the
appointing officer may assign such title, salary, responsibilities and functions
as are deemed appropriate, provided, however, that nothing contained herein
shall be construed as placing any limitation on the authority of the Chairman of
the Board, the Chief Executive Officer, the President, any Senior Managing
Director, any Managing Director, or the Chief Financial Officer as provided in
this and other sections of these By-Laws.

(e) The Senior Managing Directors and the Managing Directors of the Bank shall
have general and active authority over the management of the business of the
Bank, shall see that all orders and resolutions of the Board of Directors are
carried into effect, and shall do or cause to be done all things necessary or
proper to carry on the business of the Bank in accordance with provisions of
applicable law and regulations. Each Senior Managing Director and Managing
Director shall perform all duties incident to his or her office and such other
and further duties, as may from time to time be required by the Chief Executive
Officer, the President, the Board of Directors, or the shareholders. The
specification of authority in these By-Laws wherever and to whomever granted
shall not be construed to limit in any manner the general powers of delegation
granted to a Senior Managing Director or a Managing Director in conducting the
business of the Bank. In the absence of a Senior Managing Director or a Managing
Director, such officer as is designated by the Senior Managing Director or the
Managing Director shall be vested with all the powers and perform all the duties
of the Senior Managing Director or the Managing Director as defined by these By-
Laws.

(f) Each Managing Director who is assigned oversight of one or more trust
service offices shall appoint a management committee known as the Investment
Management and Trust Committee consisting of the Managing Director of the trust
service offices and at least three other members
<PAGE>

who shall be capable and experienced officers of the Bank appointed from time to
time by the Managing Director and who shall continue as members of the
Investment Management and Trust Committee until their successors are appointed,
provided, however, that any member of the Investment Management and Trust
Committee may be removed by the Managing Director as provided in this and other
sections of these By-Laws. The Managing Director shall fill any vacancy in the
Investment Management and Trust Committee by the appointment of another capable
and experienced officer of the Bank. Each Investment Management and Trust
Committee shall meet at such date, time and place as the Managing Director shall
fix. In the event of the absence of any member or members of the Investment
Management and Trust Committee, the Managing Director may, in his or her
discretion, appoint another officer of the Bank to fill the place or places of
such absent member or members to serve during such absence. A majority of each
Investment Management and Trust Committee shall constitute a quorum. Each
Investment Management and Trust Committee shall carry out the policies of the
Bank, as adopted by the Board of Directors, which shall be formulated and
executed in accordance with State and Federal Law, Regulations of the
Comptroller of the Currency, and sound fiduciary principles. In carrying out the
policies of the Bank, each Investment Management and Trust Committee is hereby
authorized to establish management teams whose duties and responsibilities shall
be specifically set forth in the policies of the Bank. Each such management team
shall report such proceedings and the actions taken thereby to the Investment
Management and Trust Committee. Each Managing Director shall then report such
proceedings and the actions taken thereby to the Board of Directors.

SECTION 3.02. POWERS AND DUTIES OF MANAGEMENT STAFF. Pursuant to the fiduciary
powers granted to this Bank under the provisions of Federal Law and Regulations
of the Comptroller of the Currency, the Chairman of the Board, the Chief
Executive Officer, the President, the Senior Managing Directors, the Managing
Directors, the Chief Financial Officer, and those officers so designated and
authorized by the Chairman of the Board, the Chief Executive Officer, the
President, the Senior Managing Directors, the Managing Directors, or the Chief
Financial Officer are authorized for and on behalf of the Bank, and to the
extent permitted by law, to make loans and discounts; to purchase or acquire
drafts, notes, stocks, bonds, and other securities for investment of funds held
by the Bank; to execute and purchase acceptances; to appoint, empower and direct
all necessary agents and attorneys; to sign and give any notice required to be
given; to demand payment and/or to declare due for any default any debt or
obligation due or payable to the Bank upon demand or authorized to be declared
due; to foreclose any mortgages; to exercise any option, privilege or election
to forfeit, terminate, extend or renew any lease; to authorize and direct any
proceedings for the collection of any money or for the enforcement of any right
or obligation; to adjust, settle and compromise all claims of every kind and
description in favor of or against the Bank, and to give receipts, releases and
discharges therefor; to borrow money and in connection therewith to make,
execute and deliver notes, bonds or other evidences of indebtedness; to pledge
or hypothecate any securities or any stocks, bonds, notes or any property real
or personal held or owned by the Bank, or to rediscount any notes or other
obligations held or owned by the Bank, whenever in his or her judgment it is
reasonably necessary for the operation of the Bank; and in furtherance of and in
addition to the powers hereinabove set forth to do all such acts and to take all
such proceedings as in his or her judgment are necessary and incidental to the
operation of the Bank.
<PAGE>

SECTION 3.03. SECRETARY. The Secretary or such other officers as may be
designated by the Chief Executive Officer shall have supervision and control of
the records of the Bank and, subject to the direction of the Chief Executive
Officer, shall undertake other duties and functions usually performed by a
corporate secretary. Other officers may be designated by the Secretary as
Assistant Secretary to perform the duties of the Secretary.

SECTION 3.04. EXECUTION OF DOCUMENTS. Any member of the Bank's management
staff or any employee of the Bank designated as an officer on the Bank's payroll
system is hereby authorized for and on behalf of the Bank to sell, assign,
lease, mortgage, transfer, deliver and convey any real or personal property,
including shares of stock, bonds, notes, certificates of indebtedness (including
the assignment and redemption of registered United States obligations) and all
other forms of intangible property now or hereafter owned by or standing in the
name of the Bank, or its nominee, or held by the Bank as collateral security, or
standing in the name of the Bank, or its nominee, in any fiduciary capacity or
in the name of any principal for whom this Bank may now or hereafter be acting
under a power of attorney or as agent, and to execute and deliver such partial
releases from any discharges or assignments of mortgages and assignments or
surrender of insurance policies, deeds, contracts, assignments or other papers
or documents as may be appropriate in the circumstances now or hereafter held by
the Bank in its own name, in a fiduciary capacity, or owned by any principal for
whom this Bank may now or hereafter be acting under a power of attorney or as
agent; provided, however, that, when necessary, the signature of any such person
shall be attested or witnessed in each case by another officer of the Bank.

Any member of the Bank's management staff or any employee of the Bank designated
as an officer on the Bank's payroll system is hereby authorized for and on
behalf of the Bank to execute any indemnity and fidelity bonds, trust
agreements, proxies or other papers or documents of like or different character
necessary, desirable or incidental to the appointment of the Bank in any
fiduciary capacity, the conduct of its business in any fiduciary capacity, or
the conduct of its other banking business; to sign and issue checks, drafts,
orders for the payment of money and certificates of deposit; to sign and endorse
bills of exchange, to sign and countersign foreign and domestic letters of
credit, to receive and receipt for payments of principal, interest, dividends,
rents, fees and payments of every kind and description paid to the Bank, to sign
receipts for money or other property acquired by or entrusted to the Bank, to
guarantee the genuineness of signatures on assignments of stocks, bonds or other
securities, to sign certifications of checks, to endorse and deliver checks,
drafts, warrants, bills, notes, certificates of deposit and acceptances in all
business transactions of the Bank; also to foreclose any mortgage, to execute
and deliver receipts for any money or property; also to sign stock certificates
for and on behalf of this Bank as transfer agent or registrar, and to
authenticate bonds, debentures, land or lease trust certificates or other forms
of security issued pursuant to any indenture under which this Bank now or
hereafter is acting as trustee or in any other fiduciary capacity; to execute
and deliver various forms of documents or agreements necessary to effectuate
certain investment strategies for various fiduciary or custody customers of the
Bank, including, without limitation, exchange funds, options, both listed and
over-the-counter, commodities trading, futures trading, hedge funds, limited
partnerships, venture capital funds, swap or collar transactions and other
similar investment vehicles for which the Bank now or in the future may deem
appropriate for
<PAGE>

investment of fiduciary customers or in which non-fiduciary customers may direct
investment by the Bank.

Without limitation on the foregoing, the Chief Executive Officer, Chairman of
the Board, or President of the Bank shall have the authority from time to time
to appoint officers of the Bank as Vice President for the sole purpose of
executing releases or other documents incidental to the conduct of the Bank's
business in any fiduciary capacity where required by state law or the governing
document. In addition, other persons in the employment of the Bank or its
affiliates may be authorized by the Chief Executive Officer, Chairman of the
Board, President, Senior Managing Directors, Managing Directors, or Chief
Financial Officer to perform acts and to execute the documents described in the
paragraph above, subject, however, to such limitations and conditions as are
contained in the authorization given to such person.

SECTION 3.05. PERFORMANCE BOND. All officers and employees of the Bank shall
be bonded for the honest and faithful performance of their duties for such
amount as may be prescribed by the Board of Directors.

ARTICLE IV
STOCKS AND STOCK CERTIFICATES
-----------------------------

SECTION 4.01. STOCK CERTIFICATES. The shares of stock of the Bank shall be
evidenced by certificates which shall bear the signature of the Chairman of the
Board, the Chief Executive Officer, or the President (which signature may be
engraved, printed or impressed), and shall be signed manually by the Secretary,
or any other officer appointed by the Chief Executive Officer for that purpose.
In case any such officer who has signed or whose facsimile signature has been
placed upon such certificate shall have ceased to be such officer before such
certificate is issued, it may be issued by the Bank with the same effect as if
such officer had not ceased to be such at the time of its issue. Each such
certificate shall bear the corporate seal of the Bank, shall recite on its face
that stock represented thereby is transferable only upon the books of the Bank
when properly endorsed and shall recite such other information as is required by
law and deemed appropriate by the Board. The corporate seal may be facsimile
engraved or printed.

SECTION 4.02. STOCK ISSUE AND TRANSFER. The shares of stock of the Bank shall
be transferable only upon the stock transfer books of the Bank and, except as
hereinafter provided, no transfer shall be made or new certificates issued
except upon the surrender for cancellation of the certificate or certificates
previously issued therefor. In the case of the loss, theft, or destruction of
any certificate, a new certificate may be issued in place of such certificate
upon the furnishing of an affidavit setting forth the circumstances of such
loss, theft, or destruction and indemnity satisfactory to the Chairman of the
Board, the Chief Executive Officer, or the President. The Board of Directors or
the Chairman of the Board, Chief Executive Officer, or the President may
authorize the issuance of a new certificate therefor without the furnishing of
indemnity. Stock transfer books, in which all transfers of stock shall be
recorded, shall be provided. The stock transfer books may be closed for a
reasonable period and under such conditions as the Board of Directors may at any
time determine, for any meeting of shareholders,
<PAGE>

the payment of dividends or any other lawful purpose. In lieu of closing the
transfer books, the Board of Directors may, in its discretion, fix a record date
and hour constituting a reasonable period prior to the day designated for the
holding of any meeting of the shareholders or the day appointed for the payment
of any dividend, or for any other purpose at the time as of which shareholders
entitled to notice of and to vote at any such meeting or to receive such
dividend or to be treated as shareholders for such other purpose shall be
determined, and only shareholders of record at such time shall be entitled to
notice of or to vote at such meeting or to receive such dividends or to be
treated as shareholders for such other purpose.

ARTICLE V
MISCELLANEOUS PROVISIONS
------------------------

SECTION 5.01. SEAL. The seal of the Bank shall be circular in form with "SEAL"
in the center, and the name "BANK ONE TRUST COMPANY, National Association"
located clockwise around the upper half of the seal.

SECTION 5.02. MINUTE BOOK. The organization papers of this Bank, the Articles
of Association, the returns of judges of elections, the By-Laws and any
amendments thereto, the proceedings of all regular and special meetings of the
shareholders and of the Board of Directors, and reports of the committees of the
Board of Directors shall be recorded in the minute books of the Bank. The
minutes of each such meeting shall be signed by the presiding officer and
attested by the secretary of the meeting.

SECTION 5.03. CORPORATE POWERS. The corporate existence of the Bank shall
continue until terminated in accordance with the laws of the United States. The
purpose of the Bank shall be to carry on the general business of a commercial
bank trust department and to engage in such activities as are necessary,
incident, or related to such business. The Articles of Association of the Bank
shall not be amended, or any other provision added elsewhere in the Articles
expanding the powers of the Bank, without the prior approval of the Comptroller
of the Currency.

SECTION 5.04. AMENDMENT OF BY-LAWS. The By-Laws may be amended, altered or
repealed, at any regular or special meeting of the Board of Directors, by a vote
of a majority of the Directors.
<PAGE>

As amended April 24, 1991 Section 3.01 (Officers and Management Staff)
Section 3.02 (Chief Executive Officer)
Section 3.03 (Powers and Duties of Officers and
Management Staff)
Section 3.05 (Execution of Documents)

As amended January 27, 1995 Section 2.04 (Regular Meetings)
Section 2.05 (Special Meetings)
Section 3.01(f) (Officers and Management Staff)
Section 3.03(e) (Powers and Duties of Officers
and Management Staff)
Section 5.01 (Seal)

Amended and restated in its entirety effective May 1, 1996

As amended August 1, 1996 Section 2.09 (Trust Examining Committee)
Section 2.10 (Other Committees)

As amended October 16, 1997 Section 3.01 (Officers and Management Staff)
Section 3.02 (Powers and Duties of Officers and
Management Staff)
Section 3.04 (Execution of Documents)

As amended January 1, 1998 Section 1.01 (Annual Meeting)
<PAGE>

EXHIBIT 6

THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT

April 6, 2000

Securities and Exchange Commission
Washington, D.C. 20549

Ladies and Gentlemen:

In connection with the qualification of an indenture between USFreightways
Corporation and Bank One Trust Company, National Association, as Trustee, the
undersigned, in accordance with Section 321(b) of the Trust Indenture Act of
1939, as amended, hereby consents that the reports of examinations of the
undersigned, made by Federal or State authorities authorized to make such
examinations, may be furnished by such authorities to the Securities and
Exchange Commission upon its request therefor.

Very truly yours,

Bank One Trust Company, National Association

By: /s/ John R. Prendiville
John R. Prendiville
Senior Counsel
<PAGE>

EXHIBIT 7

<TABLE>
<S> <C> <C> <C> <C>
Legal Title of Bank: Bank One Trust Company, N.A. Call Date: 12/31/99 State #: 391581 FFIEC 032
Address: 100 Broad Street Vendor ID: D Cert #: 21377 Page RC-1
City, State Zip: Columbus, OH 43271 Transit #: 04400003
</TABLE>

Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for December 31, 1999

All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding of the last business day of the
quarter.

Schedule RC--Balance Sheet
<TABLE>
<CAPTION>
Dollar Amounts in thousands C300
------
RCON
----
<S> <C> <C> <C> <C> <C>
ASSETS
1. Cash and balances due from depository institutions (from Schedule
RC-A):
a. Noninterest-bearing balances and currency and coin(1)......... 0081 123,692 1.a
b. Interest-bearing balances(2).................................. 0071 17,687 1.b
2. Securities
a. Held-to-maturity securities(from Schedule RC-B, column A).... 1754 0 2.a
b. Available-for-sale securities (from Schedule RC-B, column D).. 1773 5,860 2.b
3. Federal funds sold and securities purchased under agreements to
resell........................................................... 1350 364,813 3.
4. Loans and lease financing receivables: RCON
a. Loans and leases, net of unearned income (from Schedule ----
RC-C)............................................................ 2122 58,020 4.a
b. LESS: Allowance for loan and lease losses..................... 3123 10 4.b
c. LESS: Allocated transfer risk reserve......................... 3128 0 4.c
d. Loans and leases, net of unearned income, allowance, and RCON
reserve (item 4.a minus 4.b and 4.c).......................... ---- 2125 58,010 4.d
5. Trading assets (from Schedule RD-D).............................. 3545 0 5.
6. Premises and fixed assets (including capitalized leases)......... 2145 22,547 6.
7. Other real estate owned (from Schedule RC-M)..................... 2150 0 7.
8. Investments in unconsolidated subsidiaries and associated
companies (from Schedule RC-M)................................... 2130 0 8.
9. Customers' liability to this bank on acceptances outstanding..... 2155 0 9.
10. Intangible assets (from Schedule RC-M)........................... 2143 27,151 10.
11. Other assets (from Schedule RC-F)................................ 2160 141,759 11.
12. Total assets (sum of items 1 through 11)......................... 2170 761,519 12.
</TABLE>
- ------------------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
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Legal Title of Bank: Bank One Trust Company, N.A. Call Date: 12/31/99 State #: 391581 FFIEC 032
Address: 100 East Broad Street Vendor ID: D Cert #" 21377 Page RC-2
City, State Zip: Columbus, OH 43271 Transit #: 04400003
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Schedule RC-Continued Dollar Amounts in
Thousands
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LIABILITIES
RCON
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13. Deposits:
a. In domestic offices (sum of totals of columns A and C
from Schedule RC-E, part 1)..................................... 2200 589,846 13.a
(1) Noninterest-bearing(1)...................................... 6631 517,140 13.a1
(2) Interest-bearing............................................ 6636 72,706 13.a2

b. In foreign offices, Edge and Agreement subsidiaries, and
IBFs (from Schedule RC-E, part II)
(1) Noninterest bearing.........................................
(2) Interest-bearing............................................
14. Federal funds purchased and securities sold under agreements
to repurchase:...................................................... RCFD 2800 0 14
15. a. Demand notes issued to the U.S. Treasury......................... RCON 2840 0 15.a
b. Trading Liabilities (from Schedule RC-D)......................... RCFD 3548 0 15.b

RCON
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16. Other borrowed money:
a. With original maturity of one year or less....................... 2332 0 16.a
b. With original maturity of more than one year..................... A547 0 16.b
c. With original maturity of more than three years.................. A548 0 16.c

17. Not applicable
18. Bank's liability on acceptance executed and outstanding............. 2920 0 18.
19. Subordinated notes and debentures................................... 3200 0 19.
20. Other liabilities (from Schedule RC-G).............................. 2930 63,244 20.
21. Total liabilities (sum of items 13 through 20)...................... 2948 653,090 21.
22. Not applicable
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus....................... 3838 0 23.
24. Common stock........................................................ 3230 800 24.
25. Surplus (exclude all surplus related to preferred stock)............ 3839 45,157 25.
26. a. Undivided profits and capital reserves........................... 3632 62,458 26.a
b. Net unrealized holding gains (losses) on available-for-sale
securities....................................................... 8434 14 26.b
c. Accumulated net gains (losses) on cash flow hedges............... 4336 0 26.c
27. Cumulative foreign currency translation adjustments.................
28. Total equity capital (sum of items 23 through 27)................... 3210 108,429 28.
29. Total liabilities, limited-life preferred stock, and equity
capital (sum of items 21, 22, and 28)............................... 3300 761,519 29.

Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement
below that best describes the most comprehensive level of auditing ---------------------------
2. work performed for the bank by independent external auditors as of Number
any date during 1996................................................ RCFD 6724 N/A M 1
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1 = Independent audit of the bank conducted in accordance 4.= Directors' examination of the bank performed by other
with generally accepted auditing standards by a certified external auditors (may be required by state chartering
public accounting firm which submits a report on the bank authority)
2 = Independent audit of the bank's parent holding company 5 = Review of the bank's financial statements by external
conducted in accordance with generally accepted auditing auditors
standards by a certified public accounting firm which 6 = Compilation of the bank's financial statements by external
submits a report on the consolidated holding company auditors
(but not on the bank separately) 7 = Other audit procedures (excluding tax preparation work)
3 = Directors' examination of the bank conducted in 8 = No external audit work
accordance with generally accepted auditing standards
by a certified public accounting firm (may be required by
state chartering authority)
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(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.