USFREIGHTWAYS CORP
8-K, 2000-02-09
TRUCKING (NO LOCAL)
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington D. C. 20549

                                    Form 8-K

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

                       The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) February 8, 2000




                            USFREIGHTWAYS CORPORATION

      Delaware                     0-19791                 36-3790696

(State of Incorporation)        (Commission               (IRS Employer

                                 File Number)           Identification No.)



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


                          Registrant's telephone number

                       including area code: (847) 696-0200

                                 Not applicable

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







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


<PAGE>




Item 5.  Other Events.

                  On  February  8,  2000,  USFreightways  Corporation  (USF) and
                  Transport  Corporation of America,  Inc. (Transport) announced
                  that by mutual  agreement  of the boards of directors of their
                  respective  companies  the  Agreement and Plan of Merger dated
                  January  17,  2000  between  USF  and   Transport  to  acquire
                  Transport has been terminated.

Item 7.  Exhibits.

                  Exhibit 99 News Release, dated February 8, 2000.


<PAGE>





                                   SIGNATURES

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

                            USFREIGHTWAYS CORPORATION

                           By: /s/Christopher L. Ellis

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

Date:  February 9, 2000



<PAGE>


                                 EXHIBIT 99

                                 News Release

[GRAPHIC OMITTED]

FOR IMMEDIATE RELEASE                          FOR FURTHER INFORMATION CONTACT:
Tuesday, February 8, 2000                           CHRIS ELLIS  847.692.0205


        USFreightways Corporation And Transport Corporation Of America, Inc.

                       Agree To Terminate Merger Agreement

Rosemont, IL and Eagan, MN... J. Campbell Carruth,  Chairman and Chief Executive
Officer of USFreightways  Corporation ("USF") and William Slattery,  Chairman of
Transport  Corporation of America,  Inc.  ("Transport")  announced today that by
mutual  agreement of the boards of directors of their  respective  companies the
agreement  and Plan of Merger dated  January 17, 2000 between USF and  Transport
has been terminated.

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

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


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