SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
-----------------
AMENDMENT TO APPLICATION OR REPORT
Filed pursuant to Section 12,13, or 15(d) of the
THE SECURITIES EXCHANGE ACT OF 1934
USFREIGHTWAYS CORPORATION
COMMISSION NUMBER 0-19791
AMENDMENT NO. 1
The undersigned registrant hereby amends its Annual Report on Form 10-K
for the fiscal year ended December 31, 1999 by adding the Annual Report of the
USF Employees' 401K Retirement Plan on Form 11-K for the year ended December 31,
1999.
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this Amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
USFREIGHTWAYS CORPORATION
By: /s/ Christopher L. Ellis
________________________
Christopher L. Ellis
Chief Financial Officer and Senior Vice President, Finance
June 27, 2000
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE,
SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 for the fiscal year ended December 31, 1999 [FEE REQUIRED]
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 for the transition period from _________ to _________ [NO FEE REQUIRED]
COMMISSION NUMBER 0-19791
USF EMPLOYEES' 401K RETIREMENT PLAN
USFREIGHTWAYS CORPORATION
8550 W. Bryn Mawr Avenue, Suite 700
Chicago, Illinois 60631
<PAGE>
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the Plan Committee of the USF Employees' 401K Retirement Plan have duly caused
this Annual Report to be signed on its behalf by the undersigned hereunto duly
authorized.
USF EMPLOYEES' 401K RETIREMENT PLAN
By Members of the Plan Committee administering the USF Employees' 401K
Retirement Plan
/s/ John Campbell Carruth
_________________________
John Campbell Carruth
/s/ Christopher L. Ellis
________________________
Christopher L. Ellis
/s/ Stephen G. Dill
___________________
Stephen G. Dill
Date: June 27, 2000
<PAGE>
USF EMPLOYEES' 401K RETIREMENT PLAN
FORM 11-K
FOR THE YEAR ENDED DECEMBER 31, 1999
FINANCIAL STATEMENTS AND SCHEDULES
December 31, 1999 and 1998
The following financial statements, supplementary schedules and exhibits are
filed as part of this Annual Report on Form 11-K of the USF Employees' 401K
Retirement Plan.
TABLE OF CONTENTS
Financial Statements
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
FINANCIAL STATEMENTS:
-Statements of Net Assets Available for Benefits as of December 31, 1999
and 1998
-Statements of Changes in Net Assets Available for Benefits for the Years
Ended December 31, 1999 and 1998
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
SCHEDULE SUPPORTING FINANCIAL STATEMENTS:
-Schedule of Assets Held for Investment Purposes at the end of the year
as of December 31, 1999
All schedules, except as set forth above, are omitted as not applicable or not
required, or the required information is included in the financial statements or
notes thereto.
Exhibits
Exhibit 23-Consent of Independent Auditors
The following documents, filed with the Securities and Exchange Commission, are
incorporated by reference herein:
Form S-8 Registration Statement No. 33-57634 filed January 28, 1993 and
Prospectus dated January 28, 1993 covering 315,000 shares of Common
Stock of USFreightways Corporation pursuant to the USF Employees' 401K
Retirement Plan.
<PAGE>
Report of Independent Public Accountants
To the Plan Administrative Committee of
USF Employees' 401K Retirement Plan:
We have audited the accompanying statements of net assets available for benefits
of the USF EMPLOYEES' 401K RETIREMENT PLAN as of December 31, 1999 and 1998, and
the related statements of changes in net assets available for benefits for the
years then ended. These financial statements are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the USF
Employees' 401K Retirement Plan as of December 31, 1999 and 1998, and the
changes in net assets available for benefits for the years then ended, in
conformity with accounting principles generally accepted in the United States.
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The schedule of assets held for investment purposes
at the end of year is presented for the purpose of additional analysis and is
not a required part of the basic financial statements but is supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The schedule is the responsibility of the Plan's management. The schedule
has been subjected to the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
Chicago, Illinois
June 23, 2000
<PAGE>
USF EMPLOYEES' 401K RETIREMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
As of December 31, 1999 and 1998
<TABLE>
<CAPTION>
<S> <C> <C>
1999 1998
ASSETS:
Cash $ - $ 82,304
------------ ------------
Investments at fair value (Note 3)-
Fidelity-
Managed Income Portfolio 7,912,711 7,220,369
Retirement Money Market Portfolio 28,568,565 22,268,917
Blue Chip Growth Fund 49,389,466 38,200,071
Growth Company Fund 88,764,629 46,526,666
Intermediate Bond Fund 15,450,700 14,643,392
Magellan Fund 63,299,359 48,119,280
Asset Manager 4,104,071 2,969,464
Equity Income Fund 8,128,569 8,902,961
MIP/Real Estate Fund--Real Estate 1,590,895 1,342,636
USFreightways Common Stock Fund 10,109,876 5,669,356
Participant loans 8,010,053 6,315,169
------------ ------------
Total investments 285,328,894 202,178,281
------------ ------------
Total Cash and Investments 285,328,894 202,260,585
Contributions receivable-
Participant 801,689 336,252
Employer 1,847,582 1,164,282
------------ ------------
Total contributions receivable 2,649,271 1,500,534
------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS $287,978,165 $203,761,119
============ ============
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
USF EMPLOYEES' 401K RETIREMENT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
For the Years Ended December 31, 1999 and 1998
<TABLE>
<CAPTION>
<S> <C> <C>
1999 1998
INVESTMENT INCOME:
Dividend and interest income $17,398,960 $10,639,921
Net appreciation in fair value of investments (Note 3)
50,505,768 23,972,391
------------ ------------
Total investment income 67,904,728 34,612,312
------------ ------------
CONTRIBUTIONS:
Participants 20,474,455 17,077,439
Employer 10,360,343 7,829,443
------------ ------------
Total contributions 30,834,798 24,906,882
------------ ------------
OTHER DEDUCTIONS:
Benefits paid to participants (17,122,686) (9,829,768)
Administrative expenses (42,652) (59,825)
------------ ------------
Total deductions (17,165,338) (9,889,593)
------------ ------------
Transfers into the Plan (Note 1) 2,642,858 1,272,442
------------ ------------
Net change 84,217,046 50,902,043
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 203,761,119 152,859,076
------------ ------------
End of year $287,978,165 $203,761,119
============ ============
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
USF EMPLOYEES' 401K RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS AND SCHEDULE
December 31, 1999 and 1998
1. Plan Description
The following description of the USF Employees' 401K Retirement Plan (the
"Plan") is provided for general information purposes only. More complete
information regarding the Plan provisions may be found in the Plan document.
General
The Plan is a defined contribution plan established by USFreightways
Corporation, the principal sponsor of the Plan, under provisions of Section
401(a) of the Internal Revenue Code ("IRC"). The Plan covers certain employees
of USFreightways Corporation, as well as certain employees of the following
adopting sponsors of the Plan, all of which are wholly owned subsidiaries of
USFreightways Corporation: USF Bestway Inc., USF Logistics Inc., USF Logistics
Services Inc., USF Distribution Services Inc., USF Dugan Inc., USF Sales
Corporation, USF Holland Inc., USF Reddaway Inc., USF Red Star Inc., USF Coast
Consolidators Inc., USF Caribbean Services, USF Worldwide, Inc., USF Logistics
[IMC] Inc., USF Logistics [TRICOR] Inc., USF Glen Moore Transport, Inc., World
Trade Transport of Virginia, Inc. and Daher America, Inc.
During the year, certain subsidiaries of Golden Eagle Group Inc. (Daher America,
Inc. and World Trade Transport of Virginia, Inc.) and USF Glen Moore Transport ,
Inc. adopted the Plan, and as a result transferred all of the trust assets of
their respective predecessor plans of $2,642,858 into the Plan.
Hereafter, the principal and adopting sponsors of the Plan are referred to
collectively as "the Company" or individually as "each Company." All employees
of these subsidiaries are eligible to participate in the Plan after completing
one qualifying year of service, as defined. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"), as
amended. Unionized employees are excluded from participating in the Plan if they
have separately bargained for retirement benefits.
Plan Administration
The Plan is administered by the USF Plan Administrative Committee, which is
appointed by the Board of Directors of the Company. Plan assets were held by
Fidelity Institutional Retirement Services Company ("Fidelity") as Trustee for
the years ended December 31, 1999 and 1998.
Eligibility
Participants become eligible to enter the plan on January 1, April 1, July 1, or
October 1, following the date the participant completes a qualifying year of
service.
Contributions
Eligible employees can contribute an amount up to 15% of their cash
compensation, as defined by the Plan, subject to certain limitations under the
IRC. Each Company may provide a matching contribution and/or nonelective
contribution subject to group discrimination limitations. The Company may also
contribute a discretionary amount. The Company made no discretionary
contribution during 1999 and 1998.
Vesting
Participants are fully vested in their contributions, the Company's matching
and/or nonelective contribution, and plan earnings thereon.
Benefits
Upon termination of service due to death, disability, retirement, or financial
hardship, the participant or their beneficiary is entitled to distribution of
his or her account through an elected distribution method made by the
participant in accordance with the Plan's provisions.
Participant Accounts
Each participant's account is credited with the participant's contribution, each
Company's matching contribution (if applicable), each Company's nonelective
contribution (if applicable), the Company's discretionary contribution (if
applicable), and the Plan's earnings allocation. The allocation of plan earnings
is based on participant account balances, as defined. The benefit to which a
participant is entitled is the benefit that can be provided from the
participant's account.
<PAGE>
Loans to Participants
Subject to such rules and limitations as may be established from time to time,
participants are allowed to borrow from employee deferral contributions,
rollover accounts, or any after-tax deferrals in their account subject to a
limit of the lesser of 50% of their vested account balance, or $50,000. The
interest rate on loans is the prime rate reported in The Wall Street Journal in
effect on the last day of the month preceding the loan request. Loan repayments
are normally made by payroll deductions, generally over a period not to exceed
five years at the election of the participant, with the exception of prime
residence loans, which may be extended over a longer period.
2. Summary of Significant Accounting Policies
Basis of Accounting
The accompanying financial statements are prepared on the accrual basis of
accounting. The preparation of the financial statements in conformity with
accounting principles generally accepted in the United States requires the
Plan's management to make estimates and assumptions that affect the reported
amounts of assets and liabilities, and changes therein, and disclosure of
contingent assets and liabilities. Actual results could differ from those
estimates.
Income Recognition
Interest income is recorded as earned on the accrual basis. Dividend income is
recorded on the ex dividend date.
Investment Valuation
Cash equivalents are stated at cost, which approximates market value. Marketable
securities are stated at fair value. Securities traded on a national securities
exchange are valued at the last reported sales price on the last business day of
the year; investments traded in the over-the-counter market and listed
securities for which no sale was reported on the last day of the Plan year are
valued at the last reported bid price.
Net Appreciation in Fair Value of Investments
Net realized and unrealized appreciation (depreciation) is recorded in the
accompanying statements of changes in net assets available for benefits as net
appreciation in fair value of investments.
Administrative Expenses
The Company pays all administrative expenses of the Plan, except for
administrative fees related to servicing participant loans, broker fees and the
Real Estate Limited Partnership fees. The investment income of the trust is net
of any investment advisory fees charged by the managers.
Benefit Payments
Benefits are recorded when paid.
3. Investments
The following presents investments that represent 5% or more of the Plan's
net assets:
<TABLE>
<CAPTION>
<S> <C> <C>
December 31, December 31,
1999 1998
Fidelity-
Retirement Money Market Portfolio $28,568,565 $22,268,917
Blue Chip Growth Fund 49,389,466 38,200,071
Growth Company Fund 88,764,629 46,526,666
Intermediate Bond Fund 15,450,700 14,643,392
Magellan Fund 63,299,359 48,119,280
=========== ===========
</TABLE>
During 1999 and 1998, the Plan's investments appreciated (including gains
and losses on investments bought and sold, as well as held during the
year) in value as follows:
<TABLE>
<CAPTION>
<S> <C> <C>
1999 1998
Mutual funds $46,666,521 $24,389,191
Common stock 3,839,247 (416,800)
----------- -----------
Total $50,505,768 $23,972,391
=========== ===========
</TABLE>
<PAGE>
4. Tax Status
The Plan has received a favorable determination letter from the Internal Revenue
Service dated March 10, 1995, stating that the Plan is qualified under Section
401(a) of the Internal Revenue Code ("IRC") and, therefore, the related trust is
exempt from tax under Section 501(a) of the IRC. Once qualified, the Plan is
required to operate in conformity with the IRC to maintain its qualification.
The Plan has been amended since receiving the determination letter. The plan
administrator believes that the Plan is currently designed and is being operated
in compliance with the applicable requirements of the IRC.
5. Plan Termination
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan subject to the provisions of ERISA.
6. Reconciliation to Form 5500
The following is a reconciliation of net assets available for benefits per
the financial statements to the Form 5500:
<TABLE>
<CAPTION>
<S> <C> <C>
December 31,
1999 1998
Net assets available for benefits per the financial statements
$287,978,165 $203,761,119
Amounts allocated to withdrawing participants (336,669) (130,582)
------------ ------------
Net Assets available for benefits per the
Form 5500 $287,641,496 $203,630,537
============ ============
</TABLE>
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
<TABLE>
<CAPTION>
<S> <C>
Year Ended
Dec.31, 1999
Benefits paid to participants per the financial statements
$17,122,686
Add: Amounts allocated to withdrawing participants at December 31, 1999
336,669
Less: Amounts allocated to withdrawing participants at December 31, 1998
(130,582)
-----------
Benefits paid to participants per the Form 5500 $17,328,773
===========
</TABLE>
<PAGE>
USF EMPLOYEES' 401K RETIREMENT PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT THE END OF YEAR
As of December 31, 1999
(Employer Identification Number 36-3790696, Plan Number 002)
<TABLE>
<CAPTION>
<S> <C>
Current
Identity of Issuer Description of Investment Value
*Fidelity Institutional Retirement
Services Managed Income Portfolio $ 7,912,711
*Fidelity Institutional Retirement
Services Retirement Money Market Portfolio 28,568,565
*Fidelity Institutional Retirement
Services Blue Chip Growth Fund 49,389,466
*Fidelity Institutional Retirement
Services Growth Company Fund 88,764,629
*Fidelity Institutional Retirement
Services Intermediate Bond Fund 15,450,700
*Fidelity Institutional Retirement
Services Fidelity Magellan Fund 63,299,359
*Fidelity Institutional Retirement
Services Asset Manager 4,104,071
*Fidelity Institutional Retirement
Services Equity Income Fund 8,128,569
*Fidelity Institutional Retirement
Services Real Estate Fund--Real Estate 1,590,895
*USFreightways Corporation
USFreightways Corporation common stock 10,109,876
Participant loans 8,010,053
------------
$285,328,894
============
</TABLE>
*Party in interest.
The accompanying notes are an integral part of this schedule.
