<PAGE>
As filed with the Securities and Exchange Commission on January 31, 2000
Registration No. 333-__________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
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
Delaware USF Caribbean Services Inc. 59-3349202
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>
9700 Higgins Road, Suite 570, Rosemont, Illinois 60018, 847/696-0200
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
JOHN CAMPBELL CARRUTH
Chairman and Chief Executive Officer
USFREIGHTWAYS CORPORATION
9700 Higgins Road, Suite 570, Rosemont, Illinois 60018, 847/696-0200
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
-----------------------
Copies to:
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. [_]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
========================================================================================================================
Proposed
Proposed Maximum Maximum Amount of
Title of Each Class of Aggregate Offering Price Registration
Securities to be Registered Offering Price Per Unit(2) Fee
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Debt Securities $400,000,000(1) 100% $105,600
- ------------------------------------------------------------------------------------------------------------------------
Guarantees (3) 0 None (4)
========================================================================================================================
</TABLE>
(1) Or if any Debt Securities are to be issued at a discount, such greater
amount as shall result in an aggregate offering price to the public as
shall not exceed $400,000,000.
(2) Estimated solely for the purpose of determining the amount of the
registration fee pursuant to Rule 457(o).
(3) The Debt Securities of USFreightways Corporation being registered will be
guaranteed by each of the Guarantor Subsidiaries.
(4) Pursuant to Rule 457(n).
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 JANUARY 31, 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. 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
securities we may offer. Each time we sell 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 Reports on Form 10-K and Form 10-K/A for the year ended December
31, 1998;
. Quarterly Reports on Form 10-Q for the quarters ended April 3, 1999,
July 3, 1999 and October 2, 1999; and
. Current Reports on Form 8-K filed with the SEC on May 11 and June 17,
1999 and January 20, 2000.
You may request a free copy of these filings by writing or telephoning
Christopher L. Ellis, Senior Vice President, USFreightways Corporation, 9700
Higgins Road, Suite 570, Rosemont, Illinois 60018, telephone (847) 696-0200.
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USFREIGHTWAYS CORPORATION
Our principal executive offices are located at 9700 Higgins Road, Suite
570, Rosemont, Illinois 60018; our telephone number is (847) 696-0200; and our
World Wide Web home site is 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. Over 70% of the freight we deliver
for our regional customers is delivered within one day and over 95% is delivered
within two days. The 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 (1) each of the
years in the five-year period ended December 31, 1998 and (2) each of the nine-
month periods ended October 3, 1998 and October 2, 1999 are set forth below.
<TABLE>
<CAPTION>
Nine Months Ended
Years Ended December 31, Oct. 3, Oct. 2,
------------------------------ -----------------
1994 1995 1996 1997 1998 1998 1999
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges..................... 4.3 4.4 3.8 6.7 8.0 7.9 7.8
</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, Michigan as Trustee (as the 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 domestic 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 Detroit, Michigan.
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)
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.
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.
6
<PAGE>
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:
. 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
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. 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 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)
8
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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)
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
9
<PAGE>
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 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 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 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
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 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
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 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 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, 1998 and January 3, 1998
and for each of the two years in the period ended December 31, 1998 incorporated
by reference in this prospectus and elsewhere in the registration statement have
been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their reports with respect thereto, and are incorporated by
reference herein in reliance upon the authority of said firm as experts in
accounting and auditing in giving said reports.
The consolidated financial statements for the year ended December 28, 1996
incorporated by reference in this prospectus and elsewhere in the registration
statement have been audited by KPMG LLP, independent public accountants, as
indicated in their report 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 certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Rosemont, State of Illinois, on the 31st day of
January, 2000.
USFREIGHTWAYS CORPORATION
By: /s/ John Campbell Carruth
--------------------------------------
John Campbell Carruth
Chairman and Chief Executive Officer
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below constitutes and appoints John Campbell Carruth and Christopher L. Ellis,
or each of them as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities (including his or her capacity as a director or
officer of USFreightways Corporation) to sign any and all amendments and post-
effective amendments to this Registration Statement (including registration
statements filed pursuant to Rule 462(b) under the Securities Act of 1933 and
all amendments thereto) and to file the same, with all exhibits hereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or his substitute or substitutes, may lawfully do
or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the 31st day of January, 2000.
<TABLE>
<CAPTION>
Signature Title
<S> <C>
/s/ John Campbell Carruth 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
/s/ Robert V. Delaney Director
- -------------------------------
Robert V. Delaney
/s/ Morley Koffman Director
- -------------------------------
Morley Koffman
/s/ Robert P. Neuschel Director
- -------------------------------
Robert P. Neuschel
/s/ Anthony J. Paoni Director
- -------------------------------
Anthony J. Paoni
/s/ John W. Puth Director
- -------------------------------
John W. Puth
/s/ Samuel K. Skinner Director
- -------------------------------
Samuel K. Skinner
/s/ Neil A. Springer Director
- -------------------------------
Neil A. Springer
/s/ William N. Weaver, Jr. Director
- -------------------------------
William N. Weaver, Jr.
</TABLE>
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Rosemont, State of Illinois, on the 31st day of
January, 2000.
THE CUXHAVEN GROUP, INC.
By: /s/ Daniel Para
---------------
Daniel Para, President
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below constitutes and appoints John Campbell Carruth and Christopher L. Ellis,
or each of them as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities (including his or her capacity as a director or
officer of USFreightways Corporation) to sign any and all amendments and post-
effective amendments to this Registration Statement (including registration
statements filed pursuant to Rule 462(b) under the Securities Act of 1933 and
all amendments thereto) and to file the same, with all exhibits hereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or his substitute or substitutes, may lawfully do
or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
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>
/s/ Daniel Para President January 31, 2000
- ------------------------------- (Principal Executive Officer)
Daniel Para
/s/ Gerald H. Post Vice President and Treasurer January 31, 2000
- ------------------------------- (Principal Financial and Accounting Officer)
Gerald H. Post
/s/ Richard C. Pagano Director January 31, 2000
- -------------------------------
Richard C. Pagano
</TABLE>
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Rosemont, State of Illinois, on the 31st day of
January, 2000.
DDE INVESTORS, LLC
By: /s/ David L. McGowan
--------------------------
David L. McGowan
President and Sole Member
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below constitutes and appoints John Campbell Carruth and Christopher L. Ellis,
or each of them as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities (including his or her capacity as a director or
officer of USFreightways Corporation) to sign any and all amendments and post-
effective amendments to this Registration Statement (including registration
statements filed pursuant to Rule 462(b) under the Securities Act of 1933 and
all amendments thereto) and to file the same, with all exhibits hereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or his substitute or substitutes, may lawfully do
or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
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>
/s/ David L. McGowan President and Sole Member January 31, 2000
- ----------------------------- (Principal Executive Officer)
David L. McGowan
/s/ Christopher L. Ellis Vice President and Treasurer January 31, 2000
- ----------------------------- (Principal Financial and Accounting Officer)
Christopher L. Ellis
</TABLE>
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Rosemont, State of Illinois, on the 31st day of
January, 2000.
G.M.T. SERVICES, INC.
By: /s/ David L. McGowan
--------------------
David L. McGowan
President and Chief Executive Officer
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below constitutes and appoints John Campbell Carruth and Christopher L. Ellis,
or each of them as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities (including his or her capacity as a director or
officer of USFreightways Corporation) to sign any and all amendments and post-
effective amendments to this Registration Statement (including registration
statements filed pursuant to Rule 462(b) under the Securities Act of 1933 and
all amendments thereto) and to file the same, with all exhibits hereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or his substitute or substitutes, may lawfully do
or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
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>
/s/ David L. McGowan President, Chief Executive Officer and January 31, 2000
- ------------------------------- Director (Principal Executive Officer)
David L. McGowan
/s/ Ronald E. Plummer Vice President January 31, 2000
- ------------------------------- (Principal Financial and Accounting Officer)
Ronald E. Plummer
/s/ Christopher L. Ellis Director January 31, 2000
- -------------------------------
Christopher L. Ellis
/s/ John Campbell Carruth Director January 31, 2000
- -------------------------------
John Campbell Carruth
</TABLE>
II-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Rosemont, State of Illinois, on the 31st day of
January, 2000.
IMUA HANDLING CORPORATION
By: /s/ Richard Takashima
---------------------
Richard Takashima, President
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below constitutes and appoints John Campbell Carruth and Christopher L. Ellis,
or each of them as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities (including his or her capacity as a director or
officer of USFreightways Corporation) to sign any and all amendments and post-
effective amendments to this Registration Statement (including registration
statements filed pursuant to Rule 462(b) under the Securities Act of 1933 and
all amendments thereto) and to file the same, with all exhibits hereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or his substitute or substitutes, may lawfully do
or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
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>
/s/ Richard Takashima President and Director January 31, 2000
- ----------------------------- (Principal Executive Officer)
Richard Takashima
/s/ Gerald H. Post Senior Vice President, Treasurer and Director January 31, 2000
- ----------------------------- (Principal Financial and Accounting Officer)
Gerald H. Post
</TABLE>
II-7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Rosemont, State of Illinois, on the 31st day of
January, 2000.
TRI-STAR TRANSPORTATION, INC.
By: /s/ David L. McGowan
--------------------
David L. McGowan, Chief Executive
Officer
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below constitutes and appoints John Campbell Carruth and Christopher L. Ellis,
or each of them as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities (including his or her capacity as a director or
officer of USFreightways Corporation) to sign any and all amendments and post-
effective amendments to this Registration Statement (including registration
statements filed pursuant to Rule 462(b) under the Securities Act of 1933 and
all amendments thereto) and to file the same, with all exhibits hereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or his substitute or substitutes, may lawfully do
or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
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>
/s/ David L. McGowan Chief Executive Officer and Director January 31, 2000
- ------------------------------- (Principal Executive Officer)
David L. McGowan
/s/ Robert B. Wallace Vice President and Director January 31, 2000
- ------------------------------- (Principal Financial and Accounting Officer)
Robert B. Wallace
/s/ Christopher L. Ellis Director January 31, 2000
- -------------------------------
Christopher L. Ellis
</TABLE>
II-8
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Rosemont, State of Illinois, on the 31st day of
January, 2000.
USF BESTWAY INC.
By: /s/ Robert V. Fasso
-------------------
Robert V. Fasso
President and Chief Executive Officer
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below constitutes and appoints John Campbell Carruth and Christopher L. Ellis,
or each of them as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities (including his or her capacity as a director or
officer of USFreightways Corporation) to sign any and all amendments and post-
effective amendments to this Registration Statement (including registration
statements filed pursuant to Rule 462(b) under the Securities Act of 1933 and
all amendments thereto) and to file the same, with all exhibits hereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or his substitute or substitutes, may lawfully do
or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
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>
/s/ Robert V. Fasso President, Chief Executive Officer and January 31, 2000
- ------------------------------- Director (Principal Executive Officer)
Robert V. Fasso
/s/ Jeffrey A. Hale Vice President, Treasurer January 31, 2000
- ------------------------------- (Principal Financial and Accounting Officer)
Jeffrey A. Hale
/s/ John Campbell Carruth Director January 31, 2000
- -------------------------------
John Campbell Carruth
/s/ Christopher L. Ellis Director January 31, 2000
- -------------------------------
Christopher L. Ellis
</TABLE>
II-9
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Rosemont, State of Illinois, on the 31st day of
January, 2000.
USF BESTWAY LEASING INC.
By: /s/ Robert V. Fasso
-------------------
Robert V. Fasso
President and Chief Executive Officer
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below constitutes and appoints John Campbell Carruth and Christopher L. Ellis,
or each of them as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities (including his or her capacity as a director or
officer of USFreightways Corporation) to sign any and all amendments and post-
effective amendments to this Registration Statement (including registration
statements filed pursuant to Rule 462(b) under the Securities Act of 1933 and
all amendments thereto) and to file the same, with all exhibits hereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or his substitute or substitutes, may lawfully do
or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
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>
/s/ Robert V. Fasso President, Chief Executive Officer and January 31, 2000
- ----------------------------- Director (Principal Executive Officer)
Robert V. Fasso
/s/ Jeffrey A. Hale Vice President, Treasurer and Director January 31, 2000
- ----------------------------- (Principal Financial and Accounting Officer)
Jeffrey A. Hale
</TABLE>
II-10
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Rosemont, State of Illinois, on the 31st day of
January, 2000.
USF CARIBBEAN SERVICES INC.
By: /s/ Gerald Post
---------------
Gerald Post
President
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below constitutes and appoints John Campbell Carruth and Christopher L. Ellis,
or each of them as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities (including his or her capacity as a director or
officer of USFreightways Corporation) to sign any and all amendments and post-
effective amendments to this Registration Statement (including registration
statements filed pursuant to Rule 462(b) under the Securities Act of 1933 and
all amendments thereto) and to file the same, with all exhibits hereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or his substitute or substitutes, may lawfully do
or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
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>
/s/ Gerald Post President January 31, 2000
- ----------------------------- (Principal Executive Officer)
Gerald Post
/s/ Christopher L. Ellis Vice President, Treasurer and Director January 31, 2000
- ----------------------------- (Principal Financial and Accounting Officer)
Christopher L. Ellis
/s/ John Campbell Carruth Director January 31, 2000
- -----------------------------
John Campbell Carruth
</TABLE>
II-11
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Rosemont, State of Illinois, on the 31st day of
January, 2000.
USF COAST CONSOLIDATORS INC.
By: /s/ Gerald Post
---------------
Gerald Post
President
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below constitutes and appoints John Campbell Carruth and Christopher L. Ellis,
or each of them as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities (including his or her capacity as a director or
officer of USFreightways Corporation) to sign any and all amendments and post-
effective amendments to this Registration Statement (including registration
statements filed pursuant to Rule 462(b) under the Securities Act of 1933 and
all amendments thereto) and to file the same, with all exhibits hereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or his substitute or substitutes, may lawfully do
or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
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>
/s/ Gerald Post President January 31, 2000
- ----------------------------- (Principal Executive Officer)
Gerald Post
/s/ Christopher L. Ellis Vice President, Treasurer and Director January 31, 2000
- ----------------------------- (Principal Financial and Accounting Officer)
Christopher L. Ellis
/s/ John Campbell Carruth Director January 31, 2000
- -----------------------------
John Campbell Carruth
</TABLE>
II-12
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Rosemont, State of Illinois, on the 31st day of
January, 2000.
USF DISTRIBUTION SERVICES INC.
By: /s/ Thomas A. Lilly
-------------------
Thomas A. Lilly
President and Chief Executive Officer
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below constitutes and appoints John Campbell Carruth and Christopher L. Ellis,
or each of them as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities (including his or her capacity as a director or
officer of USFreightways Corporation) to sign any and all amendments and post-
effective amendments to this Registration Statement (including registration
statements filed pursuant to Rule 462(b) under the Securities Act of 1933 and
all amendments thereto) and to file the same, with all exhibits hereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or his substitute or substitutes, may lawfully do
or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
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>
/s/ Thomas A. Lilly President, Chief Executive Officer and Director January 31, 2000
- ------------------------------- (Principal Executive Officer)
Thomas A. Lilly
/s/ Donald Kolczak Vice President, Finance January 31, 2000
- ------------------------------- (Principal Financial and Accounting Officer)
Donald Kolczak
/s/ John Campbell Carruth Director January 31, 2000
- -------------------------------
John Campbell Carruth
/s/ Christopher L. Ellis Director January 31, 2000
- -------------------------------
Christopher L. Ellis
</TABLE>
II-13
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Rosemont, State of Illinois, on the 31st day of
January, 2000.
USF DISTRIBUTION SERVICES OF TEXAS INC.
By: /s/ Thomas A. Lilly
--------------------
Thomas A. Lilly, President and Chief
Executive Officer
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below constitutes and appoints John Campbell Carruth and Christopher L. Ellis,
or each of them as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities (including his or her capacity as a director or
officer of USFreightways Corporation) to sign any and all amendments and post-
effective amendments to this Registration Statement (including registration
statements filed pursuant to Rule 462(b) under the Securities Act of 1933 and
all amendments thereto) and to file the same, with all exhibits hereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or his substitute or substitutes, may lawfully do
or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
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>
/s/ Thomas A. Lilly President, Chief Executive Officer and Director January 31, 2000
- ------------------------------- (Principal Executive Officer)
Thomas A. Lilly
/s/ Donald Kolczak Vice President, Finance January 31, 2000
- ------------------------------- (Principal Financial and Accounting Officer)
Donald Kolczak
/s/ Douglas E. Christensen Director January 31, 2000
- -------------------------------
Douglas E. Christensen
/s/ Robert S. Owen Director January 31, 2000
- -------------------------------
Robert S. Owen
</TABLE>
II-14
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Rosemont, State of Illinois, on the 31st day of
January, 2000.
USF DUGAN INC.
By: /s/ Robert V. Fasso
-------------------
Robert V. Fasso
President and Chief Executive Officer
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below constitutes and appoints John Campbell Carruth and Christopher L. Ellis,
or each of them as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities (including his or her capacity as a director or
officer of USFreightways Corporation) to sign any and all amendments and post-
effective amendments to this Registration Statement (including registration
statements filed pursuant to Rule 462(b) under the Securities Act of 1933 and
all amendments thereto) and to file the same, with all exhibits hereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or his substitute or substitutes, may lawfully do
or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
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>
/s/ Robert V. Fasso President, Chief Executive Officer Director January 31, 2000
- ----------------------------- (Principal Executive Officer)
Robert V. Fasso
/s/ Gary Pruden Vice President, Treasurer January 31, 2000
- ----------------------------- (Principal Financial and Accounting Officer)
Gary Pruden
/s/ John Campbell Carruth Director January 31, 2000
- -----------------------------
John Campbell Carruth
/s/ Christopher L. Ellis Director January 31, 2000
- -----------------------------
Christopher L. Ellis
</TABLE>
II-15
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Rosemont, State of Illinois, on the 31st day of
January, 2000.
USF GLEN MOORE INC.
By: /s/ David L. McGowan
--------------------
David L. McGowan
President and Chief Executive Officer
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below constitutes and appoints John Campbell Carruth and Christopher L. Ellis,
or each of them as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities (including his or her capacity as a director or
officer of USFreightways Corporation) to sign any and all amendments and post-
effective amendments to this Registration Statement (including registration
statements filed pursuant to Rule 462(b) under the Securities Act of 1933 and
all amendments thereto) and to file the same, with all exhibits hereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or his substitute or substitutes, may lawfully do
or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
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>
/s/ David L. McGowan President, Chief Executive Officer and Director January 31, 2000
- ----------------------------- (Principal Executive Officer)
David L. McGowan
/s/ Robert B. Wallace Vice President and Director January 31, 2000
- ----------------------------- (Principal Financial and Accounting Officer)
Robert B. Wallace
/s/ John Campbell Carruth Director January 31, 2000
- -----------------------------
John Campbell Carruth
/s/ Christopher L. Ellis Director January 31, 2000
- -----------------------------
Christopher L. Ellis
</TABLE>
II-16
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Rosemont, State of Illinois, on the 31st day of
January, 2000.
USF HOLLAND INC.
By: /s/ Peter B. Neydon
-------------------
Peter B. Neydon
President and Chief Executive Officer
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below constitutes and appoints John Campbell Carruth and Christopher L. Ellis,
or each of them as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities (including his or her capacity as a director or
officer of USFreightways Corporation) to sign any and all amendments and post-
effective amendments to this Registration Statement (including registration
statements filed pursuant to Rule 462(b) under the Securities Act of 1933 and
all amendments thereto) and to file the same, with all exhibits hereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or his substitute or substitutes, may lawfully do
or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
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>
/s/ Peter B. Neydon President, Chief Executive Officer and Director January 31, 2000
- ----------------------------- (Principal Executive Officer)
Peter B. Neydon
/s/ Stephen J. Wonch Vice President, Finance & Treasurer January 31, 2000
- ----------------------------- (Principal Financial and Accounting Officer)
Stephen J. Wonch
/s/ John Campbell Carruth Director January 31, 2000
- -----------------------------
John Campbell Carruth
/s/ Christopher L. Ellis Director January 31, 2000
- -----------------------------
Christopher L. Ellis
</TABLE>
II-17
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Rosemont, State of Illinois, on the 31st day of
January, 2000.
USF LOGISTICS (IMC) INC.
By: /s/ Douglas E. Christensen
--------------------------
Douglas E. Christensen
Chairman and Chief Executive Officer
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below constitutes and appoints John Campbell Carruth and Christopher L. Ellis,
or each of them as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities (including his or her capacity as a director or
officer of USFreightways Corporation) to sign any and all amendments and post-
effective amendments to this Registration Statement (including registration
statements filed pursuant to Rule 462(b) under the Securities Act of 1933 and
all amendments thereto) and to file the same, with all exhibits hereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or his substitute or substitutes, may lawfully do
or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
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>
/s/ Douglas E. Christensen Chairman, Chief Executive Officer and Director January 31, 2000
- ----------------------------- (Principal Executive Officer)
Douglas E. Christensen
/s/ Richard Nusser Vice President January 31, 2000
- ----------------------------- (Principal Financial and Accounting Officer)
Richard Nusser
/s/ John Campbell Carruth Director January 31, 2000
- -----------------------------
John Campbell Carruth
/s/ Christopher L. Ellis Director January 31, 2000
- -----------------------------
Christopher L. Ellis
/s/ Larry Pittman Director January 31, 2000
- -----------------------------
Larry Pittman
</TABLE>
II-18
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Rosemont, State of Illinois, on the 31st day of
January, 2000.
USF LOGISTICS (TRICOR) INC.
By: /s/ Douglas E. Christensen
--------------------------
Douglas E. Christensen
Chairman and Chief Executive Officer
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below constitutes and appoints John Campbell Carruth and Christopher L. Ellis,
or each of them as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities (including his or her capacity as a director or
officer of USFreightways Corporation) to sign any and all amendments and post-
effective amendments to this Registration Statement (including registration
statements filed pursuant to Rule 462(b) under the Securities Act of 1933 and
all amendments thereto) and to file the same, with all exhibits hereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or his substitute or substitutes, may lawfully do
or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
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>
/s/ Douglas E. Christensen Chairman, Chief Executive Officer and Director January 31, 2000
- ----------------------------- (Principal Executive Officer)
Douglas E. Christensen
/s/ Richard Nusser Vice President January 31, 2000
- ----------------------------- (Principal Financial and Accounting Officer)
Richard Nusser
/s/ John Campbell Carruth Director January 31, 2000
- -----------------------------
John Campbell Carruth
/s/ Christopher L. Ellis Director January 31, 2000
- -----------------------------
Christopher L. Ellis
/s/ Larry Pittman Director January 31, 2000
- -----------------------------
Larry Pittman
</TABLE>
II-19
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Rosemont, State of Illinois, on the 31st day of
January, 2000.
USF LOGISTICS INC.
By: /s/ Douglas E. Christensen
--------------------------
Douglas E. Christensen
President and Chief Executive Officer
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below constitutes and appoints John Campbell Carruth and Christopher L. Ellis,
or each of them as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities (including his or her capacity as a director or
officer of USFreightways Corporation) to sign any and all amendments and post-
effective amendments to this Registration Statement (including registration
statements filed pursuant to Rule 462(b) under the Securities Act of 1933 and
all amendments thereto) and to file the same, with all exhibits hereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or his substitute or substitutes, may lawfully do
or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
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>
/s/ Douglas E. Christensen President and Chief Executive Officer January 31, 2000
- ----------------------------- (Principal Executive Officer)
Douglas E. Christensen
/s/ Robert Dohse Vice President and Chief Financial Officer January 31, 2000
- ----------------------------- (Principal Financial and Accounting Officer)
Robert Dohse
/s/ John Campbell Carruth Director January 31, 2000
- -----------------------------
John Campbell Carruth
/s/ Christopher L. Ellis Director January 31, 2000
- -----------------------------
Christopher L. Ellis
/s/ Robert S. Owen Director January 31, 2000
- -----------------------------
Robert S. Owen
</TABLE>
II-20
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Rosemont, State of Illinois, on the 31st day of
January, 2000.
USF LOGISTICS SERVICES INC.
By: /s/ Douglas E. Christensen
--------------------------
Douglas E. Christensen
President and Chief Executive Officer
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below constitutes and appoints John Campbell Carruth and Christopher L. Ellis,
or each of them as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities (including his or her capacity as a director or
officer of USFreightways Corporation) to sign any and all amendments and post-
effective amendments to this Registration Statement (including registration
statements filed pursuant to Rule 462(b) under the Securities Act of 1933 and
all amendments thereto) and to file the same, with all exhibits hereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or his substitute or substitutes, may lawfully do
or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
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>
/s/ Douglas E. Christensen President, Chief Executive Officer and Director January 31, 2000
- ---------------------------- (Principal Executive Officer)
Douglas E. Christensen
/s/ Robert Dohse Vice President and Chief Financial Officer January 31, 2000
--------------------------- (Principal Financial and Accounting Officer)
Robert Dohse
/s/ Christopher L. Ellis Director January 31, 2000
- ----------------------------
Christopher L. Ellis
/s/ Robert S. Owen Director January 31, 2000
- ----------------------------
Robert S. Owen
</TABLE>
II-21
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Rosemont, State of Illinois, on the 31st day of
January, 2000.
USF PROCESSORS INC.
By: /s/ Kevin Sheehan
-----------------
Kevin Sheehan
President and Chief Executive Officer
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below constitutes and appoints John Campbell Carruth and Christopher L. Ellis,
or each of them as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities (including his or her capacity as a director or
officer of USFreightways Corporation) to sign any and all amendments and post-
effective amendments to this Registration Statement (including registration
statements filed pursuant to Rule 462(b) under the Securities Act of 1933 and
all amendments thereto) and to file the same, with all exhibits hereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or his substitute or substitutes, may lawfully do
or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
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>
/s/ Kevin Sheehan President, Chief Executive Officer and Director January 31, 2000
- ---------------------------- (Principal Executive Officer)
Kevin Sheehan
/s/ Donald Venhaus Vice President and Treasurer January 31, 2000
- ---------------------------- (Principal Financial and Accounting Officer)
Donald Venhaus
/s/ Douglas E. Christensen Director January 31, 2000
- ----------------------------
Douglas E. Christensen
/s/ Robert Dohse Director January 31, 2000
- -------------------------------
Robert Dohse
</TABLE>
II-22
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Rosemont, State of Illinois, on the 31st day of
January, 2000.
USF PROCESSORS TRADING INC.
By: /s/ Kevin Sheehan
-----------------
Kevin Sheehan
President and Chief Executive Officer
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below constitutes and appoints John Campbell Carruth and Christopher L. Ellis,
or each of them as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities (including his or her capacity as a director or
officer of USFreightways Corporation) to sign any and all amendments and post-
effective amendments to this Registration Statement (including registration
statements filed pursuant to Rule 462(b) under the Securities Act of 1933 and
all amendments thereto) and to file the same, with all exhibits hereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or his substitute or substitutes, may lawfully do
or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
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>
/s/ Kevin Sheehan President, Chief Executive Officer and Director January 31, 2000
- ---------------------------- (Principal Executive Officer)
Kevin Sheehan
/s/ Donald Venhaus Vice President and Treasurer January 31, 2000
- ---------------------------- (Principal Financial and Accounting Officer)
Donald Venhaus
/s/ Douglas E. Christensen Director January 31, 2000
- ----------------------------
Douglas E. Christensen
/s/ Robert Dohse Director January 31, 2000
- -------------------------------
Robert Dohse
</TABLE>
II-23
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Rosemont, State of Illinois, on the 31st day of
January, 2000.
USF PROPERTIES NEW JERSEY INC.
By: /s/ John Campbell Carruth
-------------------------
John Campbell Carruth
President
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below constitutes and appoints John Campbell Carruth and Christopher L. Ellis,
or each of them as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities (including his or her capacity as a director or
officer of USFreightways Corporation) to sign any and all amendments and post-
effective amendments to this Registration Statement (including registration
statements filed pursuant to Rule 462(b) under the Securities Act of 1933 and
all amendments thereto) and to file the same, with all exhibits hereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or his substitute or substitutes, may lawfully do
or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
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>
/s/ John Campbell Carruth President and Director January 31, 2000
- ---------------------------- (Principal Executive Officer)
John Campbell Carruth
/s/ Christopher L. Ellis Vice President, Finance, Treasurer and Director January 31, 2000
- ---------------------------- (Principal Financial and Accounting Officer)
Christopher L. Ellis
/s/ Robert S. Owen Director January 31, 2000
- -------------------------------
Robert S. Owen
</TABLE>
II-24
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Rosemont, State of Illinois, on the 31st day of
January, 2000.
USF REDDAWAY INC.
By: /s/ Jared J. McArthur
---------------------
Jared J. McArthur
President and Chief Executive Officer
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below constitutes and appoints John Campbell Carruth and Christopher L. Ellis,
or each of them as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities (including his or her capacity as a director or
officer of USFreightways Corporation) to sign any and all amendments and post-
effective amendments to this Registration Statement (including registration
statements filed pursuant to Rule 462(b) under the Securities Act of 1933 and
all amendments thereto) and to file the same, with all exhibits hereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or his substitute or substitutes, may lawfully do
or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
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>
/s/ Jared J. McArthur President, Chief Executive Officer and Director January 31, 2000
- ---------------------------- (Principal Executive Officer)
Jared J. McArthur
/s/ Jeffrey Skoczylas Vice President, Chief Financial Officer January 31, 2000
- ---------------------------- (Principal Financial and Accounting Officer)
Jeffrey Skoczylas
/s/ John Campbell Carruth Director January 31, 2000
- ----------------------------
John Campbell Carruth
/s/ Christopher L. Ellis Director January 31, 2000
- ----------------------------
Christopher L. Ellis
</TABLE>
II-25
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Rosemont, State of Illinois, on the 31st day of
January, 2000.
USF RED STAR INC.
By: /s/ J. Bradley Jones
--------------------
J. Bradley Jones
Chief Executive Officer
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below constitutes and appoints John Campbell Carruth and Christopher L. Ellis,
or each of them as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities (including his or her capacity as a director or
officer of USFreightways Corporation) to sign any and all amendments and post-
effective amendments to this Registration Statement (including registration
statements filed pursuant to Rule 462(b) under the Securities Act of 1933 and
all amendments thereto) and to file the same, with all exhibits hereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or his substitute or substitutes, may lawfully do
or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
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>
/s/ J. Bradley Jones Chief Executive Officer January 31, 2000
- ---------------------------- (Principal Executive Officer)
J. Bradley Jones
/s/ John O'Sullivan Vice President, Financial and Treasurer January 31, 2000
- ---------------------------- (Principal Financial and Accounting Officer)
John O'Sullivan
/s/ John Campbell Carruth Director January 31, 2000
- -------------------------------
John Campbell Carruth
/s/ Christopher L. Ellis Director January 31, 2000
- -------------------------------
Christopher L. Ellis
/s/ Robert S. Owen Director January 31, 2000
- -------------------------------
Robert S. Owen
</TABLE>
II-26
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Rosemont, State of Illinois, on the 31st day of
January, 2000.
USF SALES CORPORATION
By: /s/ John Campbell Carruth
-------------------------
John Campbell Carruth
President and Chief Executive Officer
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below constitutes and appoints John Campbell Carruth and Christopher L. Ellis,
or each of them as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities (including his or her capacity as a director or
officer of USFreightways Corporation) to sign any and all amendments and post-
effective amendments to this Registration Statement (including registration
statements filed pursuant to Rule 462(b) under the Securities Act of 1933 and
all amendments thereto) and to file the same, with all exhibits hereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or his substitute or substitutes, may lawfully do
or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
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>
/s/ John Campbell Carruth President, Chief Executive Officer and Director January 31, 2000
- ---------------------------- (Principal Executive Officer)
John Campbell Carruth
/s/ Christopher L. Ellis Vice President, Finance, Treasurer and Director January 31, 2000
- ---------------------------- (Principal Financial and Accounting Officer)
Christopher L. Ellis
/s/ Robert S. Owen Director January 31, 2000
- ----------------------------
Robert S. Owen
</TABLE>
II-27
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Rosemont, State of Illinois, on the 31st day of
January, 2000.
USF WORLDWIDE (PUERTO RICO) INC.
By: /s/ Thomas Vincent
------------------
Thomas Vincent, President
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below constitutes and appoints John Campbell Carruth and Christopher L. Ellis,
or each of them as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities (including his or her capacity as a director or
officer of USFreightways Corporation) to sign any and all amendments and post-
effective amendments to this Registration Statement (including registration
statements filed pursuant to Rule 462(b) under the Securities Act of 1933 and
all amendments thereto) and to file the same, with all exhibits hereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or his substitute or substitutes, may lawfully do
or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
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>
/s/ Thomas Vincent President January 31, 2000
- ---------------------------- (Principal Executive Officer)
Thomas Vincent
/s/ Gerald H. Post Senior Vice President and Treasurer January 31, 2000
- ---------------------------- (Principal Financial and Accounting Officer)
Gerald H. Post
/s/ Richard C. Pagano Director January 31, 2000
- -------------------------------
Richard C. Pagano
</TABLE>
II-28
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Rosemont, State of Illinois, on the 31st day of
January, 2000.
USF WORLDWIDE INC.
By: /s/ Daniel Para
---------------
Daniel Para
President
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below constitutes and appoints John Campbell Carruth and Christopher L. Ellis,
or each of them as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities (including his or her capacity as a director or
officer of USFreightways Corporation) to sign any and all amendments and post-
effective amendments to this Registration Statement (including registration
statements filed pursuant to Rule 462(b) under the Securities Act of 1933 and
all amendments thereto) and to file the same, with all exhibits hereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or his substitute or substitutes, may lawfully do
or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
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>
/s/ Daniel Para President and Director January 31, 2000
- ---------------------------- (Principal Executive Officer)
Daniel Para
/s/ Timothy McCann Vice President, Finance January 31, 2000
- ---------------------------- (Principal Financial and Accounting Officer)
Timothy McCann
/s/ John Campbell Carruth Director January 31, 2000
- -------------------------------
John Campbell Carruth
/s/ Christopher L. Ellis Director January 31, 2000
- -------------------------------
Christopher L. Ellis
</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
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 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
23.2 Consent of KPMG 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, Michigan
(as the successor-in-interest to NBD Bank) (incorporated by
reference from Exhibit 25.1 to USFreightways Corporation's
Registration Statement on Form S-3, filed on April 13, 1999
(File No. 333-76217)
</TABLE>
<PAGE>
EXHIBIT 1.1
USFREIGHTWAYS CORPORATION
UNDERWRITING AGREEMENT
----------------------
1. Introductory. USFreightways Corporation, a Delaware corporation
("Company"), proposes to issue and sell from time to time certain of its
unsecured debt securities registered under the registration statement referred
to in Section 2(a) (the "Debt Securities"). The Debt Securities and Guarantees
(as defined below) will be issued under an indenture, dated as of May 5, 1999
("Indenture"), among the Company, the Guarantors (as defined below) and Bank
One, as Trustee, in one or more series, which series may vary as to interest
rates, maturities, redemption provisions, selling prices and other terms, with
all such terms for any particular series of the Debt Securities being determined
at the time of sale. The Debt Securities will be fully and unconditionally
guaranteed on a senior basis pursuant to the terms of the Indenture (the
"Guarantees" and together with the Debt Securities, the "Registered Securities")
by the persons listed on Schedule B to the Terms Agreement (each a "Guarantor,"
and collectively, the "Guarantors"). Particular series of the Registered
Securities will be sold pursuant to a Terms Agreement referred to in Section 3,
for resale in accordance with terms of offering determined at the time of sale.
The term "Indenture," as used herein, includes (a) the Officers' Certificate (as
defined in the Indenture) establishing the form and terms of the Debt Securities
pursuant to Sections 102 and 301 of the Indenture and (b) any amendments or
supplements to the Indenture.
The Registered Securities involved in any such offering are hereinafter
referred to as the "Offered Securities". The firm or firms which agree to
purchase the Offered Securities are hereinafter referred to as the
"Underwriters" of such securities, and the representative or representatives of
the Underwriters, if any, specified in a Terms Agreement referred to in Section
3 are hereinafter referred to as the "Representatives"; provided, however, that
if the Terms Agreement does not specify any representative of the Underwriters,
the term "Representatives", as used in this Agreement (other than in Sections
2(b), 5(c) and 6 and the second sentence of Section 3), shall mean the
Underwriters.
2. Representations and Warranties of the Company and the Guarantors. The
Company and the Guarantors, jointly and severally, as of the date of each Terms
Agreement referred to in Section 3, represent and warrant to, and agree with,
each Underwriter that:
(a) The Company meets the requirements for use of Form S-3 under the
Securities Act of 1933, as amended (the "Act"). A registration statement
(No. 333- ), including a prospectus, relating to the Registered
Securities has been filed with the Securities and Exchange Commission
("Commission") and has become effective under the Act, no stop order
suspending the effectiveness of the registration statement has been issued
under the Act, no proceedings for that purpose have been instituted or are
pending or, to the knowledge of the Company, are contemplated by the
Commission, and any request on the part of the Commission for additional
information has been complied with. Such registration statement, as
amended at the time of any Terms Agreement referred to in Section 3, is
hereinafter referred to as the "Registration Statement", and the prospectus
included in such Registration Statement, as supplemented as contemplated by
Section 3 to reflect the terms of the Offered Securities and the terms of
offering thereof, as first filed with
<PAGE>
the Commission pursuant to and in accordance with Rule 424(b) ("Rule
424(b)") under the Act, including all material incorporated by reference
therein, is hereinafter referred to as the "Prospectus". No document has
been or will be prepared or distributed in reliance on Rule 434 under the
Act.
(b) On the effective date of the Registration Statement relating to
the Registered Securities, such Registration Statement conformed in all
respects to the requirements of the Act, the Trust Indenture Act of 1939
("Trust Indenture Act") and the rules and regulations of the Commission
("Rules and Regulations") and did not include any untrue statement of a
material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein not misleading, and on
the date of each Terms Agreement referred to in Section 3, the Registration
Statement and the Prospectus will conform in all respects to the
requirements of the Act, the Trust Indenture Act and the Rules and
Regulations, and neither of such documents will include any untrue
statement of a material fact or omit to state any material fact required to
be stated therein or necessary to make the statements therein not
misleading, except that the foregoing does not apply to statements in or
omissions from any of such documents based upon written information
furnished to the Company by any Underwriter through the Representatives, if
any, specifically for use therein.
(c) Each Prospectus delivered to the Underwriters for use in
connection with any Terms Agreement will be identical to the electronically
transmitted copies thereof filed with the Commission pursuant to its
electronic data gathering, analysis and retrieval system.
(d) The documents incorporated or deemed to be incorporated by
reference in the Registration Statement or the Prospectus, at the time they
were filed with the Commission, complied and will comply in all material
respects with the requirements of the Securities and Exchange Act of 1934,
as amended (the "Exchange Act"), and the Rules and Regulations thereunder.
(e) There are no contracts or documents that are required to be
described in the Registration Statement or the documents incorporated by
reference therein or to be filed as exhibits thereto that have not been so
described and filed as required.
(f) The Company has been duly incorporated and is an existing
corporation in good standing under the laws of the State of Delaware, with
power and authority (corporate and other) to own, lease and operate its
properties and conduct its business as described in the Registration
Statement and the Prospectus and to enter into and perform its obligations
under the Terms Agreement (including the provisions of this Agreement); the
Company is duly qualified to do business as a foreign corporation in good
standing in all other jurisdictions in which its ownership or lease of
property or the conduct of its business requires such qualification; the
shares of issued and outstanding capital stock of the Company have been
duly authorized and validly issued and are fully paid and non-assessable;
and none of the outstanding shares of capital stock of the Company was
issued in violation of the preemptive or other similar rights of any
securityholder of the Company.
2
<PAGE>
(g) Each Guarantor has been duly incorporated and is an existing
corporation in good standing under the laws of the jurisdiction of its
incorporation, with power and authority (corporate and other) to own, lease
and operate its properties and conduct its business as described in the
Registration Statement; each Guarantor has the power and authority
(corporate or other) to enter into and perform its obligations under the
Terms Agreement (including the provisions of this Agreement); each
Guarantor is duly qualified to do business as a foreign corporation in good
standing in all other jurisdictions in which its ownership or lease of
property or the conduct of its business requires such qualification; all of
the issued and outstanding capital stock of each Guarantor has been duly
authorized and validly issued and is fully paid and nonassessable and is
owned by the Company, directly or through subsidiaries, free and clear from
any security interest, mortgage, pledge, lien, encumbrance, claim or
equity; and none of the outstanding shares of capital stock of any
subsidiary was issued in violation of the preemptive or similar rights of
any securityholder of any subsidiary. The only subsidiaries of the Company
are (i) the Guarantors and (ii) certain other subsidiaries which,
considered in the aggregate as a single subsidiary, do not constitute a
"significant subsidiary" as defined in Rule 1-02 of Regulation S-X.
(h) The Indenture has been duly authorized by the Company and each
Guarantor and has been duly qualified under the Trust Indenture Act; the
Offered Securities have been duly authorized by the Company and each of the
Guarantors; and when the Offered Securities are delivered and paid for
pursuant to the Terms Agreement on the Closing Date (as defined in Section
3) or pursuant to Delayed Delivery Contracts (as hereinafter defined), the
Indenture will have been duly executed and delivered and will conform to
the description thereof contained in the Prospectus, such Offered
Securities will have been duly executed, authenticated, issued and
delivered and will conform to the description thereof contained in the
Prospectus, and the Indenture and such Offered Securities will constitute
valid and legally binding obligations, respectively, of the Company and the
Guarantors, enforceable in accordance with their respective terms, subject
to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium
and similar laws of general applicability relating to or affecting
creditors' rights and to general equity principles.
(i) No consent, approval, authorization, license, registration,
qualification, decree of, order of, or filing with, any governmental agency
or body or any court is required for the consummation of the transactions
contemplated by the Terms Agreement (including the provisions of this
Agreement) in connection with the issuance and sale of the Offered
Securities by the Company and the Guarantors, or for the due execution,
delivery or performance of the Indenture by the Company and the Guarantors,
except such as have been obtained and made under the Act and the Trust
Indenture Act and such as may be required under state securities laws.
(j) Except as disclosed in the Prospectus, the Company and its
subsidiaries have good and marketable title to all real properties and all
other properties and assets owned by them, in each case free from liens,
encumbrances and defects that would materially affect the value thereof or
materially interfere with the use made or to be made thereof by them or, if
determined adversely to the Company or any of its subsidiaries, would
individually or in the aggregate have a material adverse effect on the
condition (financial or other),
3
<PAGE>
business, properties or results of operations of the Company and its
subsidiaries taken as a whole ("Material Adverse Effect"); and except as
disclosed in the Prospectus, the Company and its subsidiaries hold any
leased real or personal property under valid and enforceable leases and
neither the Company nor any subsidiary has any notice of any material claim
of any sort that has been asserted by anyone adverse to the rights of the
Company or any subsidiary under any of the leases mentioned above, or
affecting or questioning the rights of the Company or such subsidiary to
the continued possession of the leased premises under any such lease that
would materially interfere with the use made or to be made thereof by them.
(k) Neither the Company nor any of the Guarantors is in violation of
its charter or by-laws; neither the Company nor any of the Guarantors is in
default in the performance or observance of any obligation, agreement,
covenant or condition contained in any contract, indenture, mortgage, deed
of trust, loan or credit agreement, note, lease or other agreement or
instrument to which the Company or any of the Guarantors is a party or by
which it or any of them may be bound, or to which any of the property or
assets of the Company or any Guarantor is subject (collectively,
"Agreements and Instruments") except for such defaults that would not
result in a Material Adverse Effect; and the execution, delivery and
performance of the Terms Agreement (including the provisions of this
Agreement), any Delayed Delivery Contracts, the Indenture and the Offered
Securities and the consummation of and compliance with the transactions
contemplated thereby and in the Registration Statement do not and will not,
whether with or without the giving of notice or passage of time or both,
conflict with or constitute a breach of, or default or Repayment Event (as
defined below) under, or result in the creation or imposition of any lien,
charge or encumbrance upon any property or assets of the Company or any
Guarantor pursuant to the Agreements and Instruments (except for such
conflicts, breaches or defaults or liens, charges or encumbrances that
would not result in a Material Adverse Effect), nor will such action result
in a violation of the provisions of the charter or by-laws of the Company
or any Guarantor. As used herein, a "Repayment Event" means any event or
condition that gives the holder of any note, debenture or other evidence of
indebtedness (or any person acting on such holder's behalf) the right to
require the repurchase, redemption or repayment of all or a portion of such
indebtedness by the Company or any Guarantor.
(l) The execution, delivery and performance of the Indenture, the
Terms Agreement (including the provisions of this Agreement) and any
Delayed Delivery Contracts and the issuance and sale of the Offered
Securities and compliance with the terms and provisions thereof will not
result in a breach or violation of any of the terms and provisions of, or
constitute a default under, any applicable law, statute, rule, regulation,
judgment, order, writ, decree or order of any governmental agency or body
or any court, domestic or foreign, including, without limitation, the
Federal Highway Administration ("FHA"), the United States Department of
Transportation ("DOT") or any applicable state highway and transportation
agency, having jurisdiction over the Company or any Guarantor of the
Company or any of their properties, assets or any agreement or instrument
to which the Company or any Guarantor is a party or by which the Company or
any Guarantor is bound or to which any of the properties or assets of the
Company or any Guarantor is subject, or the charter or by-laws of the
Company or any Guarantor.
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(m) The Terms Agreement (including the provisions of this Agreement)
and any Delayed Delivery Contracts have been duly authorized, executed and
delivered by the Company and the Guarantors.
(n) The Company and its subsidiaries possess such permits, licenses,
approvals, consents, certificates and other authorizations (collectively,
"Governmental Licenses") issued by appropriate federal, state, local or
foreign regulatory agencies or bodies, including, without limitation, the
FHA, the DOT and any applicable state highway and transportation agencies,
that are necessary to conduct the business now operated by them; the
Company and its subsidiaries are in compliance with the terms and
conditions of all such Governmental Licenses, except where failure so to
comply would not individually or in the aggregate, have a Material Adverse
Effect; all of the Governmental Licenses are valid and in full force and
effect, except where the invalidity of such Governmental Licenses or the
failure of such Governmental Licenses to be in full force and effect would
not have a Material Adverse Effect; and neither the Company nor any of its
subsidiaries has received any notice of proceedings relating to the
revocation or modification of any such Governmental Licenses that
individually or in the aggregate, if the subject of any unfavorable
decision, ruling or finding, would result in a Material Adverse Effect.
(o) No labor dispute with the employees of the Company or any
subsidiary exists or, to the knowledge of the Company or the Guarantors, is
imminent that might have a Material Adverse Effect and neither the Company
nor any Guarantor is aware of any existing or imminent labor disturbance by
the employees of any of its or any Guarantor's principle suppliers,
manufacturers, customers or contracts which may reasonably be expected to
result in a Material Adverse Effect.
(p) The Company and its subsidiaries own, possess or can acquire on
reasonable terms, adequate trademarks, trade names and other rights to
inventions, know-how (including trade secrets and other unpatented and/or
unpatented proprietary or confidential information, licenses, systems or
procedures), patents, patent rights, copyrights, confidential information
and other intellectual property (collectively, "intellectual property
rights") necessary to conduct the business now operated by them, or
presently employed by them, and have not received any notice or is
otherwise aware of infringement of or conflict with asserted rights of
others with respect to any intellectual property rights or of any facts or
circumstances that would render any intellectual property rights invalid or
inadequate to protect the interest of the Company or any of its
subsidiaries, and that, if determined adversely to the Company or any of
its subsidiaries, would individually or in the aggregate have a Material
Adverse Effect.
(q) Except as disclosed in the Prospectus, neither the Company nor
any of its subsidiaries is in violation of any statute, any rule,
regulation, decision, policy or order of any governmental agency or body or
any court or any interpretation thereof, domestic or foreign, relating to
the use, disposal or release of hazardous or toxic substances or relating
to the protection or restoration of the environment or human exposure to
hazardous or toxic substances (collectively, "environmental laws"), owns
or operates any real property contaminated with any substance that is
subject to any environmental laws, is liable for any off-site disposal or
contamination pursuant to any environmental laws, or is subject to any
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claim relating to any environmental laws, which violation, contamination,
liability or claim would individually or in the aggregate have a Material
Adverse Effect and neither the Company nor any Guarantor is aware of any
pending investigation which might lead to such a claim.
(r) Except as disclosed in the Prospectus, there are no pending
actions, suits, proceedings, inquiries, or investigations brought before
or brought by any court or governmental agency or body, domestic or
foreign, including, without limitation, the FHA, the DOT or any applicable
state highway and transportation agency, now pending, or, to the knowledge
of the Company, threatened, against or affecting the Company, any of its
subsidiaries or any of their respective properties or assets that, if
determined adversely to the Company or any of its subsidiaries, might
reasonably be expected to individually or in the aggregate have a Material
Adverse Effect, or might reasonably be expected to materially and adversely
affect the ability of the Company or any Guarantor to perform its
obligations under the Indenture, the Terms Agreement (including the
provisions of this Agreement) or any Delayed Delivery Contracts, or which
are otherwise material in the context of the sale of the Offered
Securities; no such actions, suits or proceedings are threatened or, to the
Company's or any Guarantor's knowledge, contemplated; and the aggregate of
all pending legal or governmental proceedings to which the Company or any
subsidiary is a party or of which any of their respective properties or
assets is the subject that are not described in the Prospectus, including
ordinary routine litigation incidental to the business, could not
reasonably be expected to result in a Material Adverse Effect.
(s) The financial statements included in the Registration Statement
and Prospectus present fairly the financial position of the Company and its
consolidated subsidiaries as of the dates shown and their results of
operations and cash flows for the periods shown, and such financial
statements have been prepared in conformity with the generally accepted
accounting principles in the United States applied on a consistent basis;
any schedules included in the Registration Statement present fairly the
information required to be stated therein; and, if pro forma financial
statements are included in the Registration Statement and Prospectus; the
assumptions used in preparing the pro forma financial statements included
in the Registration Statement and the Prospectus provide a reasonable basis
for presenting the significant effects directly attributable to the
transactions or events described therein, the related pro forma adjustments
give appropriate effect to those assumptions, and the pro forma columns
therein reflect the proper application of those adjustments to the
corresponding historical financial statement amounts.
(t) The accountants who certified the financial statements and
supporting schedules included in the Registration Statement and Prospectus
are independent public accountants as required by the Act and the Rules and
Regulations thereunder.
(u) Except as disclosed in the Prospectus, since the date of the
latest audited financial statements included in the Prospectus there has
been no material adverse change, nor any development or event involving a
prospective material adverse change, in the condition (financial or other),
business, properties or results of operations of the Company and its
subsidiaries taken as a whole, and, except as disclosed in or contemplated
by the
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Prospectus, there has been no dividend or distribution of any kind
declared, paid or made by the Company on any class of its capital stock.
(v) The Company and the Guarantors are not and, after giving effect
to the offering and sale of the Offered Securities and the application of
the proceeds thereof as described in the Prospectus, will not be an
"investment company" as defined in the Investment Company Act of 1940.
(w) Neither the Company nor any of its affiliates does business with
the government of Cuba or with any person or affiliate located in Cuba
within the meaning of Section 517.075, Florida Statutes and the Company
agrees to comply with such Section if prior to the completion of the
distribution of the Offered Securities it commences doing such business.
3. Purchase and Offering of Offered Securities. The obligation of the
Underwriters to purchase the Offered Securities will be evidenced by an
agreement or exchange of other written communications ("Terms Agreement") at the
time the Company determines to sell the Offered Securities. The Terms Agreement
will incorporate by reference the provisions of this Agreement, except as
otherwise provided therein, and will specify the firm or firms which will be
Underwriters, the names of any Representatives, the principal amount to be
purchased by each Underwriter, the purchase price to be paid by the Underwriters
and the terms of the Offered Securities not already specified in the Indenture,
including, but not limited to, interest rate, maturity, any redemption
provisions and any sinking fund requirements and whether any of the Offered
Securities may be sold to institutional investors pursuant to Delayed Delivery
Contracts (as defined below). The Terms Agreement will also specify the time
and date of delivery and payment (such time and date, or such other time not
later than seven full business days thereafter as the Underwriter first named in
the Terms Agreement (the "Lead Underwriter") and the Company agree as the time
for payment and delivery, being herein and in the Terms Agreement referred to as
the "Closing Date"), the place of delivery and payment and any details of the
terms of offering that should be reflected in the prospectus supplement relating
to the offering of the Offered Securities. For purposes of Rule 15c6-1 under
the Exchange Act, the Closing Date (if later than the otherwise applicable
settlement date) shall be the date for payment of funds and delivery of
securities for all the Offered Securities sold pursuant to the offering, other
than Contract Securities for which payment of funds and delivery of securities
shall be as hereinafter provided. The obligations of the Underwriters to
purchase the Offered Securities will be several and not joint. It is understood
that the Underwriters propose to offer the Offered Securities for sale as set
forth in the Prospectus.
If the Terms Agreement provides for sales of Offered Securities pursuant to
delayed delivery contracts, the Company authorizes the Underwriters to solicit
offers to purchase Offered Securities pursuant to delayed delivery contracts
substantially in the form of Annex I attached hereto ("Delayed Delivery
Contracts") with such changes therein as the Company may authorize or approve.
Delayed Delivery Contracts are to be with institutional investors, including
commercial and savings banks, insurance companies, pension funds, investment
companies and educational and charitable institutions. On the Closing Date, the
Company will pay, as compensation, to the Representatives for the accounts of
the Underwriters, the fee set forth in such Terms Agreement in respect of the
principal amount of Offered Securities to be sold pursuant to Delayed Delivery
Contracts ("Contract Securities"). The Underwriters will not have any
responsibility in respect of the validity or the performance of Delayed Delivery
Contracts. If the Company executes and delivers Delayed Delivery Contracts, the
Contract Securities will be deducted from the Offered Securities to be purchased
by the several Underwriters and the aggregate principal amount of Offered
Securities to be purchased by each Underwriter will be reduced pro rata in
proportion to the principal amount of Offered
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Securities set forth opposite each Underwriter's name in such Terms Agreement,
except to the extent that the Lead Underwriter determines that such reduction
shall be otherwise than pro rata and so advise the Company. The Company will
advise the Lead Underwriter not later than the business day prior to the Closing
Date of the principal amount of Contract Securities.
If the Terms Agreement specifies "Book-Entry Only" settlement or otherwise
states that the provisions of this paragraph shall apply, the Company will
deliver against payment of the purchase price the Offered Securities in the form
of one or more permanent global securities in definitive form (the "Global
Securities") deposited with the Trustee as custodian for The Depository Trust
Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC.
Interests in any permanent global securities will be held only in book-entry
form through DTC, except in the limited circumstances described in the
Prospectus. Payment for the Offered Securities shall be made by the Underwriters
in Federal (same day) funds by official check or checks or wire transfer to an
account previously designated by the Company at a bank acceptable to the Lead
Underwriter, in each case drawn to the order of at the place of
payment specified in the Terms Agreement on the Closing Date, against delivery
to the Trustee as custodian for DTC of the Global Securities representing all of
the Offered Securities.
4. Certain Agreements of the Company and the Guarantors. The Company and
each Guarantor, jointly and severally, agrees with the several Underwriters that
it will furnish to counsel for the Underwriters, one signed copy of the
registration statement relating to the Registered Securities, including all
exhibits, in the form it became effective and of all amendments thereto and
that, in connection with each offering of Offered Securities:
(a) The Company will file the Prospectus with the Commission pursuant to
and in accordance with Rule 424(b)(2) (or, if applicable and if consented
to by the Lead Underwriter, subparagraph (5)) not later than the second
business day following the execution and delivery of the Terms Agreement.
(b) The Company will advise the Lead Underwriter promptly of any
proposal to amend or supplement the Registration Statement or the
Prospectus and will afford the Lead Underwriter a reasonable opportunity to
comment on any such proposed amendment or supplement; and the Company will
also advise the Lead Underwriter promptly of the filing of any such
amendment or supplement and of the institution by the Commission of any
stop order proceedings in respect of the Registration Statement or of any
part thereof and will use its best efforts to prevent the issuance of any
such stop order and to obtain as soon as possible its lifting, if issued.
(c) If, at any time when a prospectus relating to the Offered Securities
is required to be delivered under the Act in connection with sales by any
Underwriter or dealer, any event occurs as a result of which the Prospectus
as then amended or supplemented would include an untrue statement of a
material fact or omit to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, or if it is necessary at any time to amend the
Prospectus to comply with the Act, the Company promptly will notify the
Lead Underwriter of such event and will promptly prepare and file with the
Commission, at its own expense, an amendment or supplement which will
correct such statement or omission or an amendment which will effect such
compliance. Neither the Lead Underwriter's consent to, nor the
Underwriters' delivery of, any such amendment or supplement shall
constitute a waiver of any of the conditions set forth in Section 5 hereof.
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(d) As soon as practicable, but not later than 16 months, after the date
of each Terms Agreement, the Company will make generally available to its
securityholders an earnings statement covering a period of at least 12
months beginning after the later of (i) the effective date of the
registration statement relating to the Registered Securities, (ii) the
effective date of the most recent post-effective amendment to the
Registration Statement to become effective prior to the date of such Terms
Agreement and (iii) the date of the Company's most recent Annual Report on
Form 10-K filed with the Commission prior to the date of such Terms
Agreement, which will satisfy the provisions of Section 11(a) of the Act.
(e) The Company will furnish to the Representatives copies of the
Registration Statement, including all exhibits, any related preliminary
prospectus, any related preliminary prospectus supplement, the Prospectus
and all amendments and supplements to such documents, in each case as soon
as available and in such quantities as the Lead Underwriter reasonably
requests. The Company will pay the expenses of printing and distributing
to the Underwriters all such documents.
(f) The Company will arrange for the qualification of the Offered
Securities for sale and the determination of their eligibility for
investment under the laws of such jurisdictions as the Lead Underwriter
designates and will continue such qualifications in effect so long as
required for the distribution.
(g) During the period of five years after the date of any Terms
Agreement, the Company will furnish to the Representatives and, upon
request, to each of the other Underwriters, if any, as soon as practicable
after the end of each fiscal year, a copy of its annual report to
stockholders for such year; and the Company will furnish to the
Representatives (i) as soon as available, a copy of each report and any
definitive proxy statement of the Company filed with the Commission under
the Securities Exchange Act of 1934 or mailed to stockholders, and (ii)
from time to time, such other information concerning the Company as the
Lead Underwriter may reasonably request.
(h) The Company will pay all expenses incident to the performance of its
obligations under the Terms Agreement (including the provisions of this
Agreement), for any filing fees or other expenses (including fees and
disbursements of counsel) in connection with qualification of the
Registered Securities for sale and determination of their eligibility for
investment under the laws of such jurisdictions as the Lead Underwriter may
designate and the printing of memoranda relating thereto, for any fees
charged by investment rating agencies for the rating of the Offered
Securities, for any applicable filing fee incident to, and the reasonable
fees and disbursements of counsel for the Underwriters in connection with,
the review by the National Association of Securities Dealers, Inc. of the
Registered Securities, for any travel expenses of the Company's officers
and employees and any other expenses of the Company in connection with
attending or hosting meetings with prospective purchasers of Registered
Securities and for expenses incurred in distributing the Prospectus, any
preliminary prospectuses, any preliminary prospectus supplements or any
other amendments or supplements to the Prospectus to the Underwriters.
(i) Neither the Company nor any Guarantor will offer, sell, contract to
sell, pledge or otherwise dispose of, directly or indirectly, or file with
the Commission a registration statement under the Act relating to United
States dollar-denominated debt securities issued or guaranteed by the
Company and having a maturity of more than one year from the date of issue,
or publicly disclose the intention to make any such offer, sale, pledge,
disposition or filing, without the prior written consent of the Lead
Underwriter for a period beginning at the time of execution of the Terms
Agreement and
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ending the number of days after the Closing Date specified under "Blackout"
in the Terms Agreement.
5. Conditions of the Obligations of the Underwriters. The obligations of
the several Underwriters to purchase and pay for the Offered Securities will be
subject to the accuracy of the representations and warranties on the part of the
Company and the Guarantors herein, to the accuracy of the statements of Company
officers made pursuant to the provisions hereof, to the performance by the
Company and each Guarantor of its obligations hereunder and to the following
additional conditions precedent:
(a) On or prior to the date of the Terms Agreement, the
Representatives shall have received a letter, dated the date of delivery
thereof, of Arthur Andersen LLP confirming that they are independent public
accountants within the meaning of the Act and the applicable published
Rules and Regulations thereunder and stating to the effect that:
(i) in their opinion the financial statements and any schedules
and any summary of earnings examined by them and included in the
Prospectus comply as to form in all material respects with the
applicable accounting requirements of the Act and the related
published Rules and Regulations;
(ii) they have performed the procedures specified by the
American Institute of Certified Public Accountants for a review of
interim financial information as described in Statement of Auditing
Standards No. 71, Interim Financial Information, on any unaudited
financial statements included in the Registration Statement;
(iii) on the basis of the review referred to in clause (ii)
above, a reading of the latest available interim financial statements
of the Company, inquiries of officials of the Company who have
responsibility for financial and accounting matters and other
specified procedures, nothing came to their attention that caused them
to believe that:
(A) the unaudited financial statements, if any, and any
summary of earnings included in the Prospectus do not comply as
to form in all material respects with the applicable accounting
requirements of the Act and the related published Rules and
Regulations or any material modifications should be made to such
unaudited financial statements and summary of earnings for them
to be in conformity with generally accepted accounting
principles;
(B) if any unaudited "capsule" information is contained in
the Prospectus, the unaudited consolidated net sales, net
operating income, net income and net income per share amounts or
other amounts constituting such "capsule" information and
described in such letter do not agree with the corresponding
amounts set forth in the unaudited consolidated financial
statements or were not determined on a basis substantially
consistent with that of the corresponding amounts in the audited
statements of income;
(C) at the date of the latest available balance sheet read
by such accountants, or at a subsequent specified date not more
than three business days prior to the date of the such letter,
there was any change in the capital stock or any increase in
short-term indebtedness or long-term debt of the Company and its
consolidated
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subsidiaries or, at the date of the latest available balance
sheet read by such accountants, there was any decrease in
consolidated net current assets or net assets, as compared with
amounts shown on the latest balance sheet included in the
Prospectus; or
(D) for the period from the closing date of the latest
income statement included in the Prospectus to the closing date
of the latest available income statement read by such accountants
there were any decreases, as compared with the corresponding
period of the previous year, in consolidated net sales, net
operating income, per share amounts of consolidated income before
extraordinary items or net income or in the ratio of earnings to
fixed charges;
except in all cases set forth in clauses (C) and (D) above for
changes, increases or decreases which the Prospectus discloses have
occurred or may occur or which are described in such letter; and
(iv) they have compared specified dollar amounts (or percentages
derived from such dollar amounts) and other financial information
contained in the Prospectus (in each case to the extent that such
dollar amounts, percentages and other financial information are
derived from the general accounting records of the Company and its
subsidiaries subject to the internal controls of the Company's
accounting system or are derived directly from such records by
analysis or computation) with the results obtained from inquiries, a
reading of such general accounting records and other procedures
specified in such letter and have found such dollar amounts,
percentages and other financial information to be in agreement with
such results, except as otherwise specified in such letter.
All financial statements and schedules included in material incorporated by
reference into the Prospectus shall be deemed included in the Prospectus
for purposes of this subsection.
(b) The Prospectus shall have been filed with the Commission in
accordance with the Rules and Regulations and Section 4(a) of this
Agreement. No stop order suspending the effectiveness of the Registration
Statement or of any part thereof shall have been issued and no proceedings
for that purpose shall have been instituted or, to the knowledge of the
Company or any Underwriter, shall be contemplated by the Commission.
(c) Subsequent to the execution of the Terms Agreement, there shall
not have occurred (i) any change, or any development or event involving a
prospective change, in the condition (financial or other), business,
properties or results of operations of the Company and its subsidiaries
taken as one enterprise which, in the judgment of a majority in interest of
the Underwriters including any Representatives, is material and adverse and
makes it impractical or inadvisable to proceed with completion of the
public offering or the sale of and payment for the Offered Securities; (ii)
any downgrading in the rating of any debt securities of the Company or of
any Guarantor by any "nationally recognized statistical rating
organization" (as defined for purposes of Rule 436(g) under the Act), or
any public announcement that any such organization has under surveillance
or review its rating of any debt securities of the Company or of any
Guarantor (other than an announcement with positive implications of a
possible upgrading, and no implication of a possible downgrading, of such
rating); (iii) any material suspension or material limitation of trading in
securities generally on the New York Stock Exchange, or any setting of
minimum prices for trading on such exchange, or any
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suspension of trading of any securities of the Company on any exchange or
in the over-the-counter market; (iv) any banking moratorium declared by
U.S. Federal or New York authorities; or (v) any outbreak or escalation of
major hostilities in which the United States is involved, any declaration
of war by Congress or any other substantial national or international
calamity or emergency if, in the judgment of a majority in interest of the
Underwriters including any Representatives, the effect of any such
outbreak, escalation, declaration, calamity or emergency makes it
impractical or inadvisable to proceed with completion of the public
offering or the sale of and payment for the Offered Securities.
(d) The Representatives shall have received an opinion, dated the
Closing Date, of Sachnoff & Weaver Ltd., counsel for the Company, to the
effect that:
(i) The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State
of Delaware;
(ii) The Company has corporate power and authority to own, lease
and operate its properties and to conduct its business as described in
the Prospectus and to enter into and perform its obligations under the
Terms Agreement (including the provisions of this Agreement) and any
Delayed Delivery Contracts;
(iii) The Company is duly qualified as a foreign corporation to
transact business and is in good standing in each jurisdiction in
which such qualification is required, except where the failure so to
qualify or to be in good standing would not result in a Material
Adverse Effect;
(iv) The shares of issued and outstanding capital stock of the
Company have been duly authorized and validly issued and are fully
paid and non-assessable; and none of the outstanding shares of
capital stock of the Company was issued in violation of the preemptive
or other similar rights of any securityholder of the Company;
(v) Each Guarantor (A) has been duly incorporated and is
validly existing as a corporation in good standing under the laws of
the jurisdiction of its incorporation, (B) has corporate power and
authority to own, lease and operate its properties and to conduct its
business as described in the Prospectus and to enter into and perform
its obligations under the Terms Agreement (including the provisions of
this Agreement) and any Delayed Delivery Contracts and (C) is duly
qualified as a foreign corporation to transact business and is in good
standing in each jurisdiction in which such qualification is required,
except where the failure so to qualify or to be in good standing would
not result in a Material Adverse Effect; all of the issued and
outstanding capital stock of each Guarantor has been duly authorized
and validly issued, is fully paid and non-assessable and, to the best
of our knowledge, is owned by the Company, directly or through
subsidiaries, free and clear of any security interest, mortgage,
pledge, lien, encumbrance, claim or equity;
(vi) The Terms Agreement (including the provisions of this
Agreement) and any Delayed Delivery Contracts have been duly
authorized, executed and delivered by the Company and each Guarantor;
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(vii) The Indenture has been duly authorized, executed and
delivered by the Company and each Guarantor and constitutes a valid
and binding agreement of the Company and each Guarantor, enforceable
against the Company and each Guarantor in accordance with its terms,
except as the enforcement thereof may be limited by bankruptcy,
insolvency (including, without limitation, all laws relating to
fraudulent transfers), reorganization, moratorium or similar laws
affecting enforcement of creditors' rights generally and except as
enforcement thereof is subject to general principles of equity
(regardless of whether enforcement is considered in a proceeding in
equity or at law);
(viii) The Offered Securities are in the form contemplated by
the Indenture, have been duly authorized by the Company and each of
the Guarantors and, other than any Contract Securities, have been duly
executed, issued and delivered by the Company and each of the
Guarantors; the Offered Securities, other than any Contract
Securities, constitute, and any Contract Securities, when executed,
authenticated, issued and delivered in the manner provided in the
Indenture and sold pursuant to Delayed Delivery Contracts, will
constitute, valid and binding obligations of the Company and the
Guarantors, enforceable against the Company and each Guarantor in
accordance with their terms; except as the enforcement of the Offered
Securities may be limited by bankruptcy, insolvency (including,
without limitation, all laws relating to fraudulent transfers),
reorganization, moratorium or similar laws affecting enforcement of
creditors' rights generally and except as enforcement thereof is
subject to general principles of equity (regardless of whether
enforcement is considered in a proceeding in equity or at law), and
will be entitled to the benefits of the Indenture;
(ix) The Indenture has been duly qualified under the Trust
Indenture Act;
(x) The Indenture and the Offered Securities, other than any
Contract Securities, conform, and any Contract Securities, when so
issued and delivered and sold will conform, as to legal matters in all
material respects to the descriptions thereof contained in the
Prospectus;
(xi) The Registration Statement has become effective under the
Act, the Prospectus was filed with the Commission pursuant to the
subparagraph of Rule 424(b) specified in such counsel's opinion on the
date specified therein, and, to the best knowledge of such counsel, no
stop order suspending the effectiveness of the Registration Statement
or any part thereof has been issued and no proceedings for that
purpose have been instituted or are pending or contemplated under the
Act, and the registration statement relating to the Registered
Securities, as of its effective date, the Registration Statement and
the Prospectus, as of the date of the Terms Agreement, and any
amendment or supplement thereto, as of its date, complied as to form
in all material respects with the requirements of the Act, the Trust
Indenture Act and the Rules and Regulations; such counsel has no
reason to believe that such registration statement, as of its
effective date, the Registration Statement, as of the date of the
Terms Agreement or as of the Closing Date, or any amendment thereto,
as of its date or as of the Closing Date, contained any untrue
statement of a material fact or omitted to state any material fact
required to be stated therein or necessary to make the statements
therein not misleading or that the Prospectus, as of the date of the
Terms Agreement or as of
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such Closing Date, or any amendment or supplement thereto, as of its
date or as of the Closing Date, contained any untrue statement of a
material fact or omitted to state any material fact necessary in order
to make the statements therein, in the light of the circumstances
under which they were made, not misleading; the descriptions in the
Registration Statement and Prospectus of statutes, legal and
governmental proceedings and contracts and other documents are
accurate and fairly present the information required to be shown; and
such counsel does not know of any legal or governmental proceedings
required to be described in the Prospectus which are not described as
required or of any contracts or documents of a character required to
be described in the Registration Statement or Prospectus or to be
filed as exhibits to the Registration Statement which are not
described and filed as required; it being understood that such counsel
need express no opinion as to the financial statements or other
financial data contained in the Registration Statement or the
Prospectus;
(xii) The documents incorporated by reference in the Prospectus
(other than the financial statements and supporting schedules included
therein or omitted therefrom, as to which such counsel need express no
opinion), when they were filed with the Commission complied as to form
in all material respects with the requirements of the Exchange Act and
the Rules and Regulations thereunder;
(xiii) To the best of such counsel's knowledge, except as
disclosed in the Prospectus, there is not pending or threatened any
action, suit, proceeding, inquiry or investigation, to which the
Company or any Guarantor is a party, or to which the property of the
Company or any Guarantor is subject, before or brought by any court or
governmental agency or body, domestic or foreign, that might
reasonably be expected to result in a Material Adverse Effect, or that
might reasonably be expected to materially and adversely affect the
properties or assets thereof or the consummation of the transactions
contemplated in the Terms Agreement (including the provisions of this
Agreement) or the performance by the Company and each Guarantor of its
respective obligations thereunder;
(xiv) The information in "Description of the Guaranteed Notes",
"Description of the Debt Securities" and in the Registration Statement
under Item 15, to the extent that it constitutes matters of law,
summaries of legal matters, the Company's Restated Certificate of
Incorporation and By-laws or legal proceedings, or legal conclusions,
has been reviewed by us and is correct in all material respects;
(xv) To the best of such counsel's knowledge, there are no
statutes or regulations that are required to be described in the
Prospectus that are not described as required;
(xvi) To the best of such counsel's knowledge, neither the
Company nor any Guarantor is in violation of its charter, certificate
or articles of incorporation or by-laws and no default by the Company
or any Guarantor exists in the due performance or observance of any
material obligation, agreement, covenant or condition contained in any
contract, indenture, mortgage, loan agreement, note, lease or other
agreement or instrument that is described or referred to in the
Registration Statement or the Prospectus or filed or incorporated by
reference as an exhibit to the Registration Statement;
14
<PAGE>
(xvii) No filing with, or authorization, approval, consent,
license, order, registration, qualification or decree of, any court or
governmental authority or agency, domestic or foreign (other than
under the Act and the Rules and Regulations thereunder, which have
been obtained, or as may be required under the securities or blue sky
laws of the various states and except for the qualification of the
Indenture under the Trust Indenture Act, or other than the FHA, the
DOT or any applicable state highway and transportation agency, as to
which such counsel need express no opinion) is necessary or required
in connection with the due authorization, execution and delivery of
the Terms Agreement (including the provisions of this Agreement) or
any Delayed Delivery Contract or the due execution, delivery or
performance of the Indenture by the Company or for the offering,
issuance, sale or delivery of the Offered Securities or any Contract
Securities;
(xviii) The execution, delivery and performance of the Terms
Agreement (including the provisions of this Agreement), any Delayed
Delivery Contract, the Indenture, the Offered Securities and any
Contract Securities and the consummation of the transactions
contemplated in the Terms Agreement (including the provisions of this
Agreement) and in the Registration Statement (including the issuance
and sale of the Offered Securities and any Contract Securities and the
use of the proceeds from the sale of the Offered Securities or any
Contract Securities as described in the Prospectus under the caption
"Use Of Proceeds") and compliance by the Company and each Guarantor
with its respective obligations under the Terms Agreement (including
the provisions of this Agreement), any Delayed Delivery Contract, the
Indenture, the Offered Securities and any Contract Securities do not
and will not, whether with or without the giving of notice or lapse of
time or both, conflict with or constitute a breach of, or default or
Repayment Event under or result in the creation or imposition of any
lien, charge or encumbrance upon any property or assets of the Company
or any Guarantor pursuant to any contract, indenture, mortgage, deed
of trust, loan or credit agreement, note, lease or any other agreement
or instrument, known to us, to which the Company or any Guarantor is a
party or by which it or any of them may be bound, or to which any of
the property or assets of the Company or any Guarantor is subject
(except for such conflicts, breaches or defaults or liens, charges or
encumbrances that would not have a Material Adverse Effect), nor will
such action result in any violation of the provisions of the charter,
certificate or articles of incorporation or by-laws of the Company or
any Guarantor, or any applicable Illinois law, United States Federal
law or regulation or Delaware corporate law (except such counsel need
not opine on highway or transportation laws relating to the regulation
of the Company, its Guarantors or their businesses by the FHA, the DOT
or any applicable state highway and transportation agency), having
jurisdiction over the Company or any of its Guarantors or any of their
properties; and
(xix) Neither the Company nor any Guarantor is an "investment
company" or an entity "controlled" by an "investment company," as such
terms are defined in the Investment Company Act of 1940.
(e) The Representatives shall have received an opinion, dated the
Closing Date, of Richard C. Pagano, Vice President and General Counsel for
the Company, to the effect that:
15
<PAGE>
(i) No consent, approval, authorization, order, registration or
qualification of the FHA, the DOT or any applicable state highway and
transportation agency having jurisdiction over the Company or any of
the Guarantors is required with respect to the due authorization,
execution and delivery of the Terms Agreement (including the
provisions of this Agreement) or any Delayed Delivery Contract or for
the offering, issuance, sale or delivery of the Offered Securities or
any Contract Securities (such counsel may rely on the opinions of
local counsel);
(ii) The execution, delivery and performance of the Terms
Agreement (including the provisions of this Agreement) and any Delayed
Delivery Contract and the consummation of the transactions
contemplated in the Terms Agreement (including the provisions of this
Agreement) and in the Registration Statement (including the issuance
and sale of the Offered Securities and any Contract Securities and the
use of the proceeds from the sale of the Offered Securities or any
Contract Securities as described in the Prospectus under the caption
"Use Of Proceeds") and compliance by the Company and each Guarantor
with its respective obligations under the Terms Agreement (including
the provisions of this Agreement) or any Delayed Delivery Contract do
not and will not result in a violation of any law, ordinance,
administrative or governmental rule or regulation or court decree
applicable to it of the FHA, the DOT or any applicable state highway
and transportation agency;
(iii) Each Guarantor to the best of such counsel's knowledge
holds all licenses, franchises, permits, authorizations, approvals and
orders of and from all governmental regulatory officials and bodies,
including the FHA, the DOT or any applicable state highway and
transportation agencies, that are necessary to own or lease their
properties and conduct their businesses as described in the Prospectus
and are material to the consolidated financial position, stockholders'
equity or results of operations of the Company and its subsidiaries,
taken as a whole; and
(iv) To the best of such counsel's knowledge and other than as
set forth in the Prospectus, neither the Company nor any of the
Guarantors is in violation of any law, ordinance, administrative or
governmental rule or regulation or court decree applicable to it of
the FHA, the DOT or any applicable state highway and transportation
agency, or is not in compliance with any term or condition of, or has
failed to obtain, any license, permit, franchise or other
administrative or governmental authorization of the FHA, the DOT or
any applicable state highway and transportation agency, which
violation, non-compliance or failure to obtain would individually or
in the aggregate have a material adverse effect on the consolidated
financial position, shareholder's equity or results or operations of
the Company and its subsidiaries, taken as a whole.
(f) The Representatives shall have received from Winston & Strawn,
counsel for the Underwriters, such opinion or opinions, dated the Closing
Date, with respect to the incorporation of the Company, the validity of the
Offered Securities, the Registration Statement, the Prospectus and other
related matters as the Representatives may require, and the Company shall
have furnished to such counsel such documents as they request for the
purpose of enabling them to pass upon such matters. In rendering such
opinion, Winston & Strawn may rely as to the incorporation of the Company
upon the opinion of Sachnoff & Weaver Ltd. referred to above.
16
<PAGE>
(g) The Representatives shall have received a certificate, dated the
Closing Date, of the President or any Vice President and a principal
financial or accounting officer of the Company in which such officers, to
the best of their knowledge after reasonable investigation, shall state
that the representations and warranties of the Company in this Agreement
are true and correct, that the Company has complied with all agreements and
satisfied all conditions on its part to be performed or satisfied hereunder
at or prior to the Closing Date, that no stop order suspending the
effectiveness of the Registration Statement or of any part thereof has been
issued and no proceedings for that purpose have been instituted or are
contemplated by the Commission and that, subsequent to the date of the most
recent financial statements in the Prospectus, there has been no material
adverse change, nor any development or event involving a prospective
material adverse change, in the condition (financial or other), business,
properties or results of operations of the Company and its subsidiaries
taken as a whole except as set forth in or contemplated by the Prospectus
or as described in such certificate.
(h) The Representatives shall have received a letter, dated the
Closing Date, of Arthur Andersen LLP which meets the requirements of
subsection (a) of this Section, except that the specified date referred to
in such subsection will be a date not more than three days prior to the
Closing Date for the purposes of this subsection.
The Company will furnish the Representatives with such conformed copies of such
opinions, certificates, letters and documents as the Representatives reasonably
request. The Lead Underwriter may in its sole discretion waive on behalf of the
Underwriters compliance with any conditions to the obligations of the
Underwriters under this Agreement and the Terms Agreement.
6. Indemnification and Contribution. (a) The Company and each Guarantor,
jointly and severally, will indemnify and hold harmless each Underwriter, its
partners, directors and officers and each person, if any, who controls such
Underwriter within the meaning of Section 15 of the Act, against any losses,
claims, damages or liabilities, joint or several, to which such Underwriter may
become subject, under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon any untrue statement or alleged untrue statement of any material fact
contained in the Registration Statement, the Prospectus, or any amendment or
supplement thereto, or any related preliminary prospectus or preliminary
prospectus supplement, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and will reimburse each
Underwriter for any legal or other expenses reasonably incurred by such
Underwriter in connection with investigating or defending any such loss, claim,
damage, liability or action as such expenses are incurred; provided, however,
that the Company will not be liable in any such case to the extent that any such
loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement in or omission or alleged omission from
any of such documents in reliance upon and in conformity with written
information furnished to the Company by any Underwriter through the
Representatives, if any, specifically for use therein, it being understood and
agreed that the only such information furnished by any Underwriter consists of
the information described as such in the Terms Agreement.
(b) Each Underwriter will severally and not jointly indemnify and hold
harmless the Company and each Guarantor, their directors and officers and each
person, if any, who controls the Company or any Guarantor within the meaning of
Section 15 of the Act, against any losses, claims, damages or liabilities to
which the Company may become subject, under the Act or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged
17
<PAGE>
untrue statement of any material fact contained in the Registration Statement,
the Prospectus, or any amendment or supplement thereto, or any related
preliminary prospectus or preliminary prospectus supplement, or arise out of or
are based upon the omission or the alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein
not misleading, in each case to the extent, but only to the extent, that such
untrue statement or alleged untrue statement or omission or alleged omission was
made in reliance upon and in conformity with written information furnished to
the Company by such Underwriter through the Representatives, if any,
specifically for use therein, and will reimburse any legal or other expenses
reasonably incurred by the Company in connection with investigating or defending
any such loss, claim, damage, liability or action as such expenses are incurred,
it being understood and agreed that the only such information furnished by any
Underwriter consists of the information described as such in the Terms
Agreement.
(c) Promptly after receipt by an indemnified party under this Section of
notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under
subsection (a) or (b) above, notify the indemnifying party of the commencement
thereof; but the omission so to notify the indemnifying party will not relieve
it from any liability which it may have to any indemnified party otherwise than
under subsection (a) or (b) above. In case any such action is brought against
any indemnified party and it notifies the indemnifying party of the commencement
thereof, the indemnifying party will be entitled to participate therein and, to
the extent that it may wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel satisfactory to such
indemnified party (who shall not, except with the consent of the indemnified
party, be counsel to the indemnifying party), and after notice from the
indemnifying party to such indemnified party of its election so to assume the
defense thereof, the indemnifying party will not be liable to such indemnified
party under this Section for any legal or other expenses subsequently incurred
by such indemnified party in connection with the defense thereof other than
reasonable costs of investigation. No indemnifying party shall, without the
prior written consent of the indemnified party, effect any settlement of any
pending or threatened action in respect of which any indemnified party is or
could have been a party and indemnity could have been sought hereunder by such
indemnified party unless such settlement (i) includes an unconditional release
of such indemnified party from all liability on any claims that are the subject
matter of such action and (ii) does not include a statement as to, or an
admission of, fault, culpability or a failure to act by or behalf of an
indemnified party.
(d) If the indemnification provided for in this Section is unavailable or
insufficient to hold harmless an indemnified party under subsection (a) or (b)
above, then each indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of the losses, claims, damages or
liabilities referred to in subsection (a) or (b) above (i) in such proportion as
is appropriate to reflect the relative benefits received by the Company and the
Guarantors on the one hand and the Underwriters on the other from the offering
of the Offered Securities or (ii) if the allocation provided by clause (i) above
is not permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause (i) above but also
the relative fault of the Company and the Guarantors on the one hand and the
Underwriters on the other in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities as well as any other
relevant equitable considerations. The relative benefits received by the Company
and the Guarantors on the one hand and the Underwriters on the other shall be
deemed to be in the same proportion as the total net proceeds from the offering
(before deducting expenses) received by the Company bear to the total
underwriting discounts and commissions received by the Underwriters. The
relative fault shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by the
Company or the Underwriters and the parties' relative intent, knowledge, access
to information and opportunity to correct or prevent such untrue statement or
omission. The amount paid by an indemnified party
18
<PAGE>
as a result of the losses, claims, damages or liabilities referred to in the
first sentence of this subsection (d) shall be deemed to include any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any action or claim which is the subject of this
subsection (d). Notwithstanding the provisions of this subsection (d), no
Underwriter shall be required to contribute any amount in excess of the amount
by which the total price at which the Offered Securities underwritten by it and
distributed to the public were offered to the public exceeds the amount of any
damages which such Underwriter has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The Underwriters' obligations in
this subsection (d) to contribute are several in proportion to their respective
underwriting obligations and not joint.
(e) The obligations of the Company and the Guarantors under this Section
shall be in addition to any liability which the Company or any Guarantor may
otherwise have and shall extend, upon the same terms and conditions, to each
person, if any, who controls any Underwriter within the meaning of the Act; and
the obligations of the Underwriters under this Section shall be in addition to
any liability which the respective Underwriters may otherwise have and shall
extend, upon the same terms and conditions, to each director of the Company and
each Guarantor, to each officer of the Company and each Guarantor who has signed
the Registration Statement and to each person, if any, who controls the Company
or any Guarantor within the meaning of the Act.
7. Default of Underwriters. If any Underwriter or Underwriters default in
their obligations to purchase Offered Securities under the Terms Agreement and
the aggregate principal amount of Offered Securities that such defaulting
Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of
the total principal amount of Offered Securities, the Lead Underwriter may make
arrangements satisfactory to the Company for the purchase of such Offered
Securities by other persons, including any of the Underwriters, but if no such
arrangements are made by the Closing Date, the non-defaulting Underwriters shall
be obligated severally, in proportion to their respective commitments under the
Terms Agreement (including the provisions of this Agreement), to purchase the
Offered Securities that such defaulting Underwriters agreed but failed to
purchase. If any Underwriter or Underwriters so default and the aggregate
principal amount of Offered Securities with respect to which such default or
defaults occur exceeds 10% of the total principal amount of Offered Securities
and arrangements satisfactory to the Lead Underwriter and the Company for the
purchase of such Offered Securities by other persons are not made within 36
hours after such default, the Terms Agreement will terminate without liability
on the part of any non-defaulting Underwriter or the Company, except as provided
in Section 8. As used in this Agreement, the term "Underwriter" includes any
person substituted for an Underwriter under this Section. Nothing herein will
relieve a defaulting Underwriter from liability for its default. The respective
commitments of the several Underwriters for the purposes of this Section shall
be determined without regard to reduction in the respective Underwriters'
obligations to purchase the principal amounts of the Offered Securities set
forth opposite their names in the Terms Agreement as a result of Delayed
Delivery Contracts entered into by the Company and the Guarantors.
8. Survival of Certain Representations and Obligations. The respective
indemnities, agreements, representations, warranties and other statements of the
Company and the Guarantors or their respective officers and of the several
Underwriters set forth in or made pursuant to the Terms Agreement (including the
provisions of this Agreement) will remain in full force and effect, regardless
of any investigation, or statement as to the results thereof, made by or on
behalf of any Underwriter, the Company, any Guarantor or any of their respective
representatives, officers or directors or any controlling person, and will
survive delivery of and payment for the Offered Securities. If the Terms
Agreement is terminated pursuant to Section 7 or if for any reason the purchase
19
<PAGE>
of the Offered Securities by the Underwriters is not consummated, the Company
and the Guarantors, jointly and severally, shall remain responsible for the
expenses to be paid or reimbursed by it pursuant to Section 4 and the respective
obligations of the Company, the Guarantors and the Underwriters pursuant to
Section 6 shall remain in effect. If the purchase of the Offered Securities by
the Underwriters is not consummated for any reason other than solely because of
the termination of the Terms Agreement pursuant to Section 7 or the occurrence
of any event specified in clause (iii), (iv) or (v) of Section 5(c), the Company
and the Guarantors, jointly and severally, will reimburse the Underwriters for
all out-of-pocket expenses (including fees and disbursements of counsel)
reasonably incurred by them in connection with the offering of the Offered
Securities.
9. Notices. All communications hereunder will be in writing and, if sent
to the Underwriters, will be mailed, delivered or telegraphed and confirmed to
them at their address furnished to the Company in writing for the purpose of
communications hereunder or, if sent to the Company or the Guarantors, will be
mailed, delivered or telegraphed and confirmed at 9700 Higgins Road, Suite 570,
Rosemont, Illinois 60018, Attention: John Campbell Carruth.
10. Successors. The Terms Agreement (including the provisions of this
Agreement) will inure to the benefit of and be binding upon the Company, the
Guarantors and such Underwriters as are identified in the Terms Agreement and
their respective successors and the officers and directors and controlling
persons referred to in Section 6, and no other person will have any right or
obligation hereunder.
11. Representation of Underwriters. Any Representatives will act for the
several Underwriters in connection with the financing described in the Terms
Agreement, and any action under such Terms Agreement (including the provisions
of this Agreement) taken by the Representatives jointly or by the Lead
Underwriter will be binding upon all the Underwriters.
12. Counterparts. The Terms Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same Agreement.
13. Applicable Law. This Agreement and the Terms Agreement shall be
governed by, and construed in accordance with, the laws of the State of New
York, without regard to principles of conflicts of laws.
The Company and each Guarantor hereby submits to the non-exclusive
jurisdiction of the Federal and state courts in the Borough of Manhattan in The
City of New York in any suit or proceeding arising out of or relating to the
Terms Agreement (including the provisions of this Agreement) or the transactions
contemplated thereby.
20
<PAGE>
ANNEX I
(Three copies of this Delayed Delivery Contract should be signed and returned
to the address shown below so as to arrive not later than 9:00 A.M.,
New York time, on ........................ ............, 2000)
DELAYED DELIVERY CONTRACT
-------------------------
[Insert date of initial public offering]
USFREIGHTWAYS CORPORATION
c/o [Name and address of representative]
Attention: Investment Banking Department - Transactions Advisory Group
Gentlemen:
The undersigned hereby agrees to purchase from USFreightways Corporation, a
Delaware corporation ("Company"), and the Company agrees to sell to the
undersigned, as of the date hereof, for delivery on , 2000 ("Delivery
Date"),
$..............
principal amount of the Company's [Insert title of securities] ("Securities"),
offered by the Company's Prospectus dated , 2000 and a Prospectus
Supplement dated , 2000 relating thereto, receipt of copies of which
is hereby acknowledged, at % of the principal amount thereof plus accrued
interest, if any, and on the further terms and conditions set forth in this
Delayed Delivery Contract ("Contract").
Payment for the Securities that the undersigned has agreed to purchase for
delivery on the Delivery Date shall be made to the Company or its order in
Federal (same day) funds by certified or official bank check or wire transfer to
an account designated by the Company at a bank acceptable to the Lead
Underwriter, at the office of at A.M. on the Delivery Date upon
delivery to the undersigned of the Securities to be
1
<PAGE>
purchased by the undersigned in definitive fully registered form and in such
denominations and registered in such names as the undersigned may designate by
written or telegraphic communication addressed to the Company not less than five
full business days prior to the Delivery Date.
It is expressly agreed that the provisions for delayed delivery and payment
are for the sole convenience of the undersigned; that the purchase hereunder of
Securities is to be regarded in all respects as a purchase as of the date of
this Contract; that the obligation of the Company to make delivery of and
accept payment for, and the obligation of the undersigned to take delivery of
and make payment for, Securities on the Delivery Date shall be subject only to
the conditions that (1) investment in the Securities shall not at the Delivery
Date be prohibited under the laws of any jurisdiction in the United States to
which the undersigned is subject and (2) the Company shall have sold to the
Underwriters the total principal amount of the Securities less the principal
amount thereof covered by this and other similar Contracts. The undersigned
represents that its investment in the Securities is not, as of the date hereof,
prohibited under the laws of any jurisdiction to which the undersigned is
subject and which governs such investment.
Promptly after completion of the sale to the Underwriters the Company will
mail or deliver to the undersigned at its address set forth below notice to such
effect, accompanied by a copy of the opinions of counsel for the Company
delivered to the Underwriters in connection therewith.
This Contract will inure to the benefit of and be binding upon the parties
hereto and their respective successors, but will not be assignable by either
party hereto without the written consent of the other.
[signature page follows]
2
<PAGE>
It is understood that the acceptance of any such Contract is in the
Company's sole discretion and, without limiting the foregoing, need not be on a
first-come, first-served basis. If this Contract is acceptable to the Company,
it is requested that the Company sign the form of acceptance below and mail or
deliver one of the counterparts hereof to the undersigned at its address set
forth below. This will become a binding contract between the Company and the
undersigned when such counterpart is so mailed or delivered.
Yours very truly,
..............................
(Name of Purchaser)
By ..........................
..........................
(Title of Signatory)
..........................
..........................
(Address of Purchaser)
Accepted, as of the above date.
USFREIGHTWAYS CORPORATION
on behalf of itself and the Guarantors
By ....................
[Insert Title]
1
<PAGE>
USFREIGHTWAYS CORPORATION
("Company")
Debt Securities
TERMS AGREEMENT
---------------
, 2000
To: The Representatives of the Underwriters identified herein
Dear Sirs:
The undersigned agrees to sell to the several Underwriters named in Schedule A
hereto for their respective accounts, on and subject to the terms and conditions
of the Underwriting Agreement filed as an exhibit to the Company's registration
statement on Form S-3 (No. 333- ) ("Underwriting Agreement"), the following
securities ("Offered Securities") on the following terms:
Title: [ %] [Floating Rate][Notes][Debentures][Bonds] Due .
Principal Amount: $ .
Interest: [ % per annum, from , 2000, payable semiannually on
and , commencing , 2000, to holders of record on the
preceding or , as the case may be.] [Zero coupon.]
Maturity: , 2000.
Optional Redemption:
Sinking Fund:
Listing: [None.] [ Stock Exchange.] [The Nasdaq Stock Market Inc.'s
National Market.]
1
<PAGE>
Delayed Delivery Contracts: [None.] [Delivery Date shall be
, 2000. Underwriters' fee is % of the principal amount of the Contract
Securities.]
Purchase Price: % of principal amount, plus , 2000.
Expected Reoffering Price: % of principal amount, subject to change by
the [Representative[s] [Underwriters].
Closing: A.M. on , 19 , at , in Federal (same day)
funds.
Settlement and Trading: [Physical certificated form.] [Book-Entry Only via
DTC.]
Blackout: Until days after the Closing Date.
[Name[s] and Address[es] of [Representative[s]] [Underwriter[s]]:]
The respective principal amounts of the Offered Securities to be purchased
by each of the Underwriters are set forth opposite their names in Schedule A
hereto.
The Offered Securities will be fully and unconditionally guaranteed by the
persons listed on Schedule B hereto (collectively, the "Guarantors") on a
senior basis pursuant to the terms of an indenture, dated as of May 5, 1999,
among the Company, the Guarantors, and Bank One, Michigan, as the
successor-in-interest to NBD Bank and as trustee.
The provisions of the Underwriting Agreement are incorporated herein by
reference.
The Offered Securities will be made available for checking and packaging at
the office of at least 24 hours prior to the Closing Date.
For purposes of Section 6 of the Underwriting Agreement, the only
information furnished to the Company by any Underwriter for use in the
Prospectus consists of [(i)] the following information in the Prospectus
furnished on behalf of each Underwriter: the last paragraph at the bottom of
the prospectus supplement cover page concerning the terms of the offering by
the Underwriters, the legend concerning over-allotments [and][,] stabilizing
[and passive market making] on the inside front cover page of the prospectus
supplement--and--, --the concession and reallowance figures appearing in the
paragraph under the caption "Underwriting" in the prospectus supplement [and
the information contained in the paragraph under the caption
"Underwriting" in the prospectus supplement] [; and (ii) the following
information in the prospectus supplement furnished on behalf of :
].
[signature page follows]
2
<PAGE>
If the foregoing is in accordance with your understanding of our agreement,
kindly sign and return to the Company one of the counterparts hereof,
whereupon it will become a binding agreement between the Company and the
several Underwriters in accordance with its terms.
Very truly yours,
USFREIGHTWAYS CORPORATION
on behalf of itself and the Guarantors
By ......................
[Insert title]
The foregoing Terms Agreement is hereby confirmed
and accepted as of the date first above written.
...............................
...............................,
Acting on behalf of themselves and as the
Representatives of the several Underwriters.
By
By ............................
[Insert title]
3
<PAGE>
SCHEDULE A
Principal
Underwriter Amount
----------- ------
................ $
-------
Total.......................... $
=======
<PAGE>
SCHEDULE B
<PAGE>
EXHIBIT 4.5
USFREIGHTWAYS CORPORATION
FIRST SUPPLEMENTAL INDENTURE
This FIRST SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), is
dated as of January 31, 2000, by The Cuxhaven Group, Inc., a Maryland
corporation, Imua Handling Corporation, a Hawaii corporation, Tri-Star
Transportation, Inc., a Tennessee corporation, USF Distribution Services of
Texas Inc., a Texas corporation and USF Worldwide (Puerto Rico) Inc., a Puerto
Rico corporation (each, a "New Guarantor Subsidiary"), each a subsidiary of
USFreightways Corporation (or its successor), a Delaware corporation (the
"Company"), on behalf of itself and the Guarantors (the "Existing Guarantor
Subsidiaries") under the indenture referred to below, and Bank One, Michigan (as
the successor-in-interest to NBD Bank), a bank duly organized and existing under
the laws of the State of Michigan, as trustee under the indenture referred to
below (the "Trustee").
W I T N E S S E T H:
WHEREAS, the Company and the Existing Guarantor Subsidiaries have
heretofore executed and delivered to the Trustee an indenture (the "Indenture"),
dated as of May 5, 1999, providing for the issuance from time to time of the
Company's debentures, notes or other evidences of indebtedness (herein called
the "Securities"), to be issued in one or more series as provided in the
Indenture; and
WHEREAS, Section 1011 of the Indenture provides that the Company is
required to cause each new Subsidiary (as defined in the Indenture) to execute
and deliver to the Trustee a supplemental indenture pursuant to which such
Subsidiary shall become a Guarantor (as defined in the Indenture); and
WHEREAS, pursuant to Section 901(10) of the Indenture, the Trustee,
the Company and Existing Guarantor Subsidiaries are authorized to execute and
deliver this Supplemental Indenture;
NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt of which is hereby acknowledged, each
New Guarantor Subsidiary, the Company, the Existing Guarantor Subsidiaries and
the Trustee mutually covenant and agree for the equal and ratable benefit of the
holders of the Securities as follows:
1. Definitions.
-----------
(a) Capitalized terms used herein without definition shall have
the meanings assigned to them in the Indenture.
(b) For all purposes of this Supplemental Indenture, except as
otherwise herein expressly provided or unless the context otherwise requires:
(i) the terms and expressions used herein shall have the same meanings as
corresponding terms and expressions used in the Indenture; and (ii) the words
"herein," "thereof" and "hereby" and other words of similar import
<PAGE>
used in this Supplemental Indenture refer to this Supplemental Indenture as a
whole and not to any particular section hereof.
2. Agreement to Guarantee. Each New Guarantor Subsidiary hereby
----------------------
agrees, jointly and severally with all other Existing Guarantor Subsidiaries, to
guarantee the Company's obligations under the Securities on the terms subject to
the conditions set forth in Section 1401 of the Indenture and to be bound by all
other applicable provisions of the Indenture. Except as expressly amended
hereby, the Indenture is in all respects ratified and confirmed and all the
terms, conditions and provisions thereof shall remain in full force and effect.
This Supplemental Indenture shall form a part of the Indenture for all purposes,
and every holder of Securities heretofore or hereafter authenticated and
delivered shall be bound hereby.
3. Governing Law. This Supplemental Indenture shall be governed by,
-------------
and construed in accordance with, the laws of the State of New York but without
giving effect to applicable principles of conflicts of law to the extent that
the application of the laws of another jurisdiction would be required thereby.
4. Trustee Makes No Representation. The Trustee makes no
-------------------------------
representation as to the validity or sufficiency of this Supplemental Indenture.
5. Counterparts. The parties may sign any number of copies of this
------------
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.
6. Effect of Headings. The section headings herein are for
------------------
convenience only and shall not affect the construction thereof.
2
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the date first above written.
THE CUXHAVEN GROUP, INC.
By: /s/ Christopher L. Ellis
____________________________________
Name: Christopher L. Ellis
Title: Vice President
IMUA HANDLING CORPORATION
By: /s/ Christopher L. Ellis
____________________________________
Name: Christopher L. Ellis
Title: Vice President
TRI-STAR TRANSPORTATION, INC.
By: /s/ Christopher L. Ellis
____________________________________
Name: Christopher L. Ellis
Title: Vice President
USF DISTRIBUTION SERVICES OF TEXAS INC.
By: /s/ Christopher L. Ellis
____________________________________
Name: Christopher L. Ellis
Title: Vice President
USF WORLDWIDE (PUERTO RICO) INC.
By: /s/ Christopher L. Ellis
____________________________________
Name: Christopher L. Ellis
Title: Vice President
3
<PAGE>
USFREIGHTWAYS CORPORATION,
on behalf of itself and the Existing
Guarantor Subsidiaries
By: /s/ Christopher L. Ellis
____________________________________
Name: Christopher L. Ellis
Title: Senior Vice President, Finance
and Chief Financial Officer
BANK ONE, MICHIGAN
(as the successor-in-interest to NBD Bank),
as Trustee
By: /s/ Kelly Low
____________________________________
Name: Kelly Low
Title: Authorized Officer
4
<PAGE>
Exhibit 5.1
SACHNOFF & WEAVER, LTD.
30 South Wacker Drive, 29th Floor
Chicago, Illinois 60606
January 31, 2000
USFreightways Corporation
9700 Higgins Road, Suite 570
Rosemont, Illinois 60018
Dear Ladies and Gentlemen:
We have acted as counsel to USFreightways Corporation, a Delaware
corporation (the "Company"), in connection with the Registration Statement on
Form S-3 (the "Registration Statement"), filed by the Company under the
Securities Act of 1933, as amended (the "Act"), with the Securities and Exchange
Commission (the "Commission"), relating to the proposed sale of up to
$400,000,000 principal amount of debt securities (the "Debt Securities") of the
Company. We have examined the Registration Statement, and we have reviewed such
other documents and have made such further investigations as we have deemed
necessary to enable us to express the opinion hereinafter set forth.
We hereby advise you that in our opinion, when the Registration Statement
becomes effective under the Act, the indenture relating to the Debt Securities
(the "Indenture") has been duly authorized, executed and delivered and the Debt
Securities have been duly executed and authenticated in accordance with the
Indenture and issued and sold as contemplated in the Registration Statement, the
Debt Securities will constitute valid and legally binding obligations of the
Company, subject to bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium or other similar laws relating to or affecting
creditors' rights and to general equity principles.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the caption "Legal
Opinions" in the Registration Statement. In giving this consent, we do not
hereby admit that we are in the category of persons whose consent is required
under Section 7 of the Act or the rules and regulations of the Commission.
Very truly yours,
/s/ Sachnoff & Weaver, Ltd.
----------------------------
SACHNOFF & WEAVER, LTD.
<PAGE>
Exhibit 12.1
USFREIGHTWAYS CORPORATION
RATIO OF EARNINGS TO FIXED CHARGES(1)
(Dollars in Thousands)
<TABLE>
<CAPTION>
Years Ended December 31, Nine Months Ended
--------------------------------------------------------- ------------------------
Oct. 3, Oct. 2,
1994 1995 1996 1997 1998 1998 1999
------- ------- ------- -------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Earnings before taxes/(2)/ 59,238 58,488 58,979 97,495 121,494 87,311 123,945
Plus interest expense 9,081 8,884 12,144 8,461 8,784 6,243 10,001
Less capitalized interest 0 0 0 0 0 0 0
Less undistributed income 0 0 0 0 0 0 0
------- ------- ------- -------- ------- ------- -------
Adjusted earnings income
before taxes 68,319 67,372 71,123 105,956 130,278 93,554 133,946
Fixed charges:
Interest expense 9,081 8,884 12,144 8,461 8,784 6,243 10,001
Capitalized interest expense 0 0 0 0 0 0 0
Rental expense 6,900 6,601 6,799 7,288 7,532 5,588 7,236
Total fixed charges 15,981 15,485 18,943 15,749 16,316 11,831 17,237
------- --------- ------- -------- ------- ------- -------
Ratio of earnings to
fixed charges 4.3 4.4 3.8 6.7 8.0 7.9 7.8
</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 report dated January 19, 1999
included in USFreightways Corporation's Form 10-K for the year ended December
31, 1998 and to all references to our Firm included in this registration
statement.
/s/ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
January 31, 2000
<PAGE>
Exhibit 23.2
CONSENT OF KPMG LLP
The Board of Directors
USFreightways Corporation
We consent to the use of our report incorporated by reference in this
Registration Statement on Form S-3 of USFreightways Corporation and to the
reference of our firm under the heading "Experts" in the prospectus.
KPMG LLP
Chicago, Illinois
January 27, 2000
