<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
[X] Definitive Proxy Statement Rule 14a-6(E)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
U.S. XPRESS ENTERPRISES, INC.
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(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[_] No Filing Fee Required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
LOGO
U.S. XPRESS ENTERPRISES, INC.
2931 South Market Street
Chattanooga, Tennessee 37410
March 30,1998
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of U.S.
Xpress Enterprises, Inc. to be held at 2:00 p.m. Eastern Daylight Time, Tuesday,
May 12, 1998, at the Tennessee Aquarium, One Broad Street, Chattanooga,
Tennessee. The matters to be acted upon at the meeting are described in detail
in the attached Notice of Annual Meeting and Proxy Statement.
Your vote is very important, regardless of the number of shares you own.
Whether or not you plan to attend the meeting in person, we urge you to sign,
date and mail the enclosed proxy card promptly in the accompanying postage
prepaid envelope. If you attend the meeting, you may vote your shares in
person, even though you have previously signed and returned your proxy.
Sincerely,
/s/ Patrick E. Quinn
Patrick E. Quinn
Co-Chairman of the Board of Directors
/s/ Max L. Fuller
Max L. Fuller
Co-Chairman of the Board of Directors
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<PAGE>
U.S. XPRESS ENTERPRISES, INC.
2931 South Market Street
Chattanooga, Tennessee 37410
----------------------------
Notice Of Annual Meeting Of Stockholders
To Be Held May 12, 1998
----------------------------
March 30, 1998
To the Stockholders of U.S. Xpress Enterprises, Inc.:
The Annual Meeting of Stockholders of U.S. Xpress Enterprises, Inc. (the
"Company") will be held at 2:00 p.m. Eastern Daylight Time, Tuesday, May
12, 1998 at the Tennessee Aquarium, One Broad Street, Chattanooga,
Tennessee, for the following purposes:
1. Elect nine Directors for the coming year;
2. Ratify the appointment of Arthur Andersen LLP as independent public
accountants for 1998; and
3. Transact such other business that may properly come before the meeting
or any adjournment thereof.
The close of business on March 13, 1998 has been fixed as the record date
for the determination of stockholders entitled to notice of and to vote at
the meeting and any adjournment thereof.
A copy of the U.S. Xpress Enterprises, Inc. Annual Report for the nine
months ended December 31, 1997 is being mailed to stockholders with this
Notice and Proxy Statement.
Whether or not you plan to attend the meeting, please mark, date and sign
the accompanying proxy and promptly return it in the enclosed envelope. If
you attend the meeting, you may vote your shares in person, even though you
have previously signed and returned your proxy.
By Order of the Board of Directors,
/s/ Max L. Fuller
Max L. Fuller
Secretary
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<PAGE>
U.S. XPRESS ENTERPRISES, INC.
2931 South Market Street
Chattanooga, Tennessee 37410
----------------------------
Proxy Statement
----------------------------
This proxy statement is being mailed to stockholders of U.S. Xpress Enterprises,
Inc., a Nevada corporation (the "Company"), on or about March 30, 1998 in
connection with the solicitation of proxies by the Board of Directors of the
Company for use at the Annual Meeting of Stockholders (the "Annual Meeting") of
the Company to be held at 2:00 p.m. EDT, Tuesday, May 12, 1998, at the Tennessee
Aquarium, One Broad Street, Chattanooga, Tennessee.
Solicitation of Proxies
The Company will bear the cost of solicitation of proxies and will reimburse
brokers, custodians, nominees and fiduciaries for their reasonable expenses in
sending solicitation material to the beneficial owners of the Company's shares.
In addition to soliciting proxies through the mail, proxies may also be
solicited by officers and employees of the Company by telephone or otherwise.
Granting a proxy does not preclude the right of the person giving the proxy to
vote in person, and a person may revoke his or her proxy at any time before it
has been exercised, by giving written notice to the Secretary of the Company, by
delivering a later dated proxy or by voting in person at the Annual Meeting.
The presence, in person or by proxy, of the holders of a majority of the
outstanding shares of the Company's Class A Common Stock, $.01 par value (the
"Class A Common Stock") and Class B Common Stock, $.01 par value (the "Class B
Common Stock"), is necessary to constitute a quorum at the Annual Meeting. If a
quorum is not present or represented at the Annual Meeting, the stockholders
entitled to vote, whether present in person or represented by proxy, have the
power to adjourn the Annual Meeting from time to time, without notice other than
announcement at the Annual Meeting, until a quorum is present or represented.
At any such adjourned Annual Meeting at which a quorum is present or
represented, any business may be transacted that might have been transacted at
the Annual Meeting as originally noticed.
On all matters submitted to a vote of the stockholders at the Annual Meeting or
any adjournment(s) thereof, each stockholder of Class A Common Stock will be
entitled to one vote for each share of Class A Common Stock owned and each
stockholder of Class B Common Stock will be entitled to two votes for each share
of Class B Common Stock owned of record at the close of business on March 13,
1998. The Class A Common Stock and Class B Common Stock vote together as a
single class.
Proxies in the accompanying form that are properly executed and returned will be
voted at the Annual Meeting and any adjournment(s) thereof in accordance with
the directions on such proxies. If no directions are specified, such proxies
will be voted according to the recommendations of the Board of Directors as
stated on the proxy.
Management knows of no other matters or business to be presented for
consideration at the Annual Meeting. If, however, any other matters properly
come before the Annual Meeting or any adjournment(s) thereof, it is the
intention of the persons named in the enclosed proxy to vote such proxy in
accordance with their best judgment on any such matters. The persons named in
the enclosed proxy may also, if they deem it advisable, vote such proxy to
adjourn the Annual Meeting from time to time.
Voting Securities And Principal Holders Thereof
On March 13, 1998, the record date for determining stockholders entitled to
notice of and to vote at the Annual Meeting, the Company had issued and
outstanding and entitled to vote 12,006,440 shares of Class A Common Stock and
3,040,262 shares of Class B Common Stock. The following table sets forth
information regarding beneficial ownership of the Company's Class A and Class B
Common Stock as of March 13, 1998, except as otherwise noted, with respect to
(i) each person known by the Company to own beneficially more than five percent
of the outstanding shares of either class of common stock, (ii) each director
and nominee, (iii) the Co-Chairmen of the Board and the four other most highly
compensated executive officers who earned in excess of $100,000 during 1997, and
(iv) all directors and executive officers as a group:
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<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Amount and Nature of
Beneficial Ownership
--------------------------------
Class A/(1)/ Class B Percent/(1)(2)(3)/
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Max L. Fuller/(6)/ 2,350,018/(4)/ 1,520,131 25.7
Patrick E. Quinn/(6)/ 2,269,455/(5)/ 1,520,131 25.2
J.&W. Seligman and Co., Incorporated/(7)/ 681,197 -- 4.5
William K. Farris 66,359 -- *
E. William Lusk, Jr. 61,359 -- *
Steven J. Cleary 16,313 -- *
Ray M. Harlin 10,000 -- *
James B. Baker 6,541/(8)/ -- *
A. Alexander Taylor, II 5,041 -- *
All Executive Officers and Directors as a Group (Eleven Persons) 4,786,022 3,040,262 52.0
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</TABLE>
* Less than 1% of the Class A and Class B Common Stock.
(1) Share amounts include shares issuable pursuant to stock options that are
exercisable within 60 days of March 13, 1998 held by the following
individuals: Mr. Farris - 29,679 shares, Mr. Lusk - 21,679 shares, Mr.
Cleary - 7,097 shares, Mr. Baker - 1,200 shares and Mr. Taylor - 1,200
shares.
(2) Percentage reflects the aggregate number of shares of both Class A and Class
B Common Stock.
(3) For the purpose of computing the percentage of outstanding shares owned by
each beneficial owner, the shares issuable pursuant to presently exercisable
stock options held by such beneficial owner are deemed to be outstanding.
Such options are not deemed to be outstanding for the purpose of computing
the percentage owned by any other person.
(4) Does not include 444,916 shares of Class A Common Stock held by the Fuller
Family Partnership, as to which shares Mr. Fuller disclaims beneficial
ownership.
(5) Does not include 400,000 shares of Class A Common Stock held by the Quinn
Family Partnership, as to which shares Mr. Quinn disclaims beneficial
ownership.
(6) The principal business address for Messrs. Quinn and Fuller is 2931 South
Market Street, Chattanooga, Tennessee 37410.
(7) The principal business address of J. & W. Seligman and Co., Incorporated is
100 Park Avenue, New York, New York 10017. The reported information is
based upon the Schedule 13G filed by J. & W. Seligman and Co., Incorporated
with the Securities and Exchange Commission on February 12, 1998.
(8) Does not include 500 shares of Class A Common Stock held by Mr. Baker's son,
as to which shares Mr. Baker disclaims beneficial ownership.
Proposal 1: Election of Directors
The Board of Directors currently consists of seven members, but will expand to
nine members upon election of the nominees. All directors are elected for one-
year terms by the Company's stockholders and hold office until their successors
are elected and duly qualified. Executive officers of the Company are appointed
annually by the Board of Directors and serve at the Board's discretion.
If any nominee for election as a director is unable to serve, which the Board of
Directors does not anticipate, the persons named in the proxy may vote for
another person in accordance with their judgment. All of the nominees, except
for Mr. Corker and Mr. Sudderth, have previously served as directors of the
Company. The names and ages of the nominees, their principal occupations or
employment during the past five years and other data regarding them, based upon
information received from them, are as follows:
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<PAGE>
Nominees for Directorships
[PHOTO APPEARS HERE]
Patrick E. Quinn, 51, has served as Co-Chairman of the Board of the Company
since 1994 and President and Treasurer of the Company since 1985. Director
of the Company since 1985.
[PHOTO APPEARS HERE]
Max. L. Fuller, 45, has served as Co-Chairman of the Board of the Company since
1994 and Vice President and Secretary of the Company since 1985. Director of
the Company since 1985.
[PHOTO APPEARS HERE]
William K. Farris, 45, has served as Executive Vice President of Operations of
the Company and President of U.S. Xpress, Inc. since 1996. Previously, Mr.
Farris was Vice President of Operations from 1993-1996 and Vice President of
Operations for Southwest Motor Freight, Inc., a former Company subsidiary, from
1991 to 1993. Director of the Company since 1994.
[PHOTO APPEARS HERE]
Ray M. Harlin, 48, joined the Company as Chief Financial Officer in 1997. Prior
to joining the Company, Mr. Harlin served for 25 years in auditing and
managerial positions, and as a partner, with Arthur Andersen LLP. Director of
the Company since 1997.
[PHOTO APPEARS HERE]
E. William Lusk, Jr., 42, has served as Executive Vice President of Marketing
since 1996. Previously, Mr. Lusk was Vice President of Marketing of the Company
from 1991-1996 and Executive Vice President of U.S. Xpress, Inc., the Company's
largest operating subsidiary, from 1987 to 1994. Director of the Company since
1994.
[PHOTO APPEARS HERE]
James B. Baker, 52, has been a partner in River Associates, LLC since 1993.
Mr. Baker also is a director of Wellman, Inc., a chemical company. Director of
the Company since 1994.
[PHOTO APPEARS HERE]
Robert P. Corker, Jr., 45, has served as President of Corker Group, Inc., a
commercial real estate developer, since 1982. From 1995 to 1996, Mr. Corker
served as Commissioner of Finance and Administration for the State of Tennessee.
Mr. Corker also is a director of JDN Realty, Inc., a real estate investment
trust.
[PHOTO APPEARS HERE]
Robert J. Sudderth, Jr., 55, has served as Chairman and Chief Executive Officer
of SunTrust Bank, Chattanooga, N.A. since 1989. Mr. Sudderth also is a director
of SunTrust Service Corporation and Dixie Group, Inc., a textile company.
[PHOTO APPEARS HERE]
A. Alexander Taylor, II, 44, was named President and Chief Operating Officer of
Chattem, Inc., a consumer products company, in January 1998. Prior to joining
Chattem, Mr. Taylor was a partner with the law firm of Miller & Martin LLP
since 1983. Mr. Taylor also is a director of Chattem, Inc. Director of the
Company since 1994.
- 5 -
<PAGE>
Directors' Meetings
The Board of Directors held four meetings during the nine months ended December
31, 1997. Each director attended in person or by telephone all of the meetings
of the Board.
Committees of the Board of Directors
The Board of Directors has established an Audit Committee and a Compensation
Committee. The functions of the Audit Committee are to meet with the
independent public accountants of the Company, to review the audit plan for the
Company, to review the annual audit of the Company with the accountants,
together with any other reports or recommendations made by the accountants, to
recommend whether the auditors should be continued as auditors of the Company
and, if other auditors are to be selected, to recommend the auditors to be
selected. The Audit Committee is also to review with the auditors for the
Company the adequacy of the Company's internal controls and to perform such
other duties as shall be delegated to the Committee by the Board of Directors.
Messrs. Baker, Quinn and Taylor serve as the members of the Audit Committee,
with Mr. Taylor serving as Chairman.
The functions of the Compensation Committee are to recommend to the Board of
Directors policies and plans concerning the salaries, bonuses and other
compensation of the senior executives of the Company, including reviewing the
salaries of the senior executives; recommending bonuses, stock options and other
forms of additional compensation for them; establishing and reviewing policies
regarding management perquisites and performing such other duties as shall be
delegated to the Committee by the Board. Messrs. Baker, Fuller and Taylor serve
as the members of the Compensation Committee, with Mr. Baker serving as
Chairman.
The Audit Committee met one time and the Compensation Committee met one time
during the nine months ended December 31, 1997.
Director Compensation
Directors who receive no other compensation from the Company receive a $5,000
annual retainer, $1,000 for each Board meeting attended, and $1,000 for each
committee meeting that is not held in conjunction with a Board of Directors
meeting. In accordance with the terms of the 1995 Non-Employee Directors Stock
Award and Option Plan, each of the current non-employee directors has currently
elected to receive shares of the Company's Class A Common Stock in lieu of cash
compensation for their service on the Board. In addition, each non-employee
director is granted options to purchase 1,200 shares of Class A Common Stock on
the date he or she is elected. Options are assigned an exercise price equal to
the fair market value of the Company's Class A Common Stock as of the grant
date, and vest over a three-year period.
Certain Transactions
The information set forth herein briefly describes certain transactions between
the Company and certain affiliated parties. The Company believes that the terms
of these transactions, which were entered into prior to the establishment of the
Audit Committee of the Company's Board of Directors, are comparable to the terms
that could be obtained from unaffiliated parties. Future transactions, if any,
with affiliated parties will be approved by the Audit Committee and will be on
terms no less favorable to the Company than those that could be obtained from
unaffiliated parties.
Messrs. Quinn and Fuller together own 100% of Paragon Leasing, LLC ("Paragon").
Paragon purchases, sells and leases used tractors and trailers. In the nine
months ended December 31, 1997, the Company paid Paragon $1,276,537 in rent for
leased trailers.
Messrs. Quinn and Fuller, together with the Quinn Family Partnership and the
Fuller Family Partnership, own approximately 43% of Transcommunications, Inc.
("Transcom"). Transcom operates a debit card system that is marketed to, among
others, truck drivers through which long distance phone calls and Internet e-
mail access can be debited to the customer's account. The Company purchases 30
minutes per month of telephone time per tractor for its drivers through
Transcom, in lieu of reimbursing drivers for telephone expenses. Total payments
by the Company to Transcom in the nine months ended December 31, 1997 were
$112,164.
Six terminals used by the Company during 1997 are owned by Q&F Realty, LLC and
California Q&F Realty, LLC, of which Messrs. Quinn and Fuller own 100% of the
membership interests, and leased to the Company at, in management's opinion,
fair market rent. In the aggregate, rental payments to these entities from the
Company and its subsidiaries in the nine months ended December 31, 1997 were
$1,145,337.
Substantially all of Messrs. Quinn and Fuller's business time is spent on the
Company's business and affairs. In the
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<PAGE>
case of each of the other companies in which Messrs. Quinn and Fuller own an
interest, that company has other active, full-time management personnel who
operate that company's business.
During the nine months ended December 31, 1997, the Company incurred fees for
legal services to the law firm of Miller & Martin LLP, during which time, A.
Alexander Taylor, II, a director of the Company, was a partner of such law firm.
The Company maintains a banking relationship with SunTrust Bank, Chattanooga,
N.A. Robert J. Sudderth, Jr., a nominee for director, is Chairman and Chief
Executive Officer of such bank. At December 31, 1997, the Company owed SunTrust
Bank, Chattanooga, N.A. $6,130,140 in outstanding loans.
Compliance with Reporting Requirements
Under the federal securities laws, the Company's directors, officers and persons
holding more than 10% of the Company's common stock are required to report,
within specified monthly and annual due dates, their initial ownership of common
stock and all subsequent acquisitions, dispositions or other transfers of
beneficial interest therein, if and to the extent reportable events occur which
require reporting by such due dates. The Company is required to describe in
this proxy statement whether, to its knowledge, any person required to file such
a report may have failed to do so in a timely manner. In this regard, the
Company is aware that William K. Farris, Executive Vice President - Operations
and President, U.S. Xpress, Inc., and E. William Lusk, Jr., Executive Vice
President - Marketing, did not timely file a Form 4 to disclose their grants of
10,000 incentive stock options in September, 1997. Mr. Farris and Mr. Lusk
each filed a Form 4 dated November 30, 1997 to report these transactions.
Executive Compensation And Other Information
The following table sets forth information concerning compensation paid or
accrued to the Co-Chairmen of the Board and the four other most highly
compensated executive officers of the Company for the nine months ended December
31, 1997 and for the fiscal years ended March 31, 1997 and 1996. The
compensation reported for the nine months ended December 31, 1997 reflect a
nine-month period and have not been annualized for comparative purposes:
Summary Compensation Table
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
Annual Compensation Long-Term Compensation
--------------------------- --------------------------------
Awards Payouts
--------------------- -------
Restricted
Stock LTIP All Other
Name and Salary Bonus Awards Options/ Payouts Compensation
Principal Position Year ($) ($)/(1)/ (#)/(2)/ SARs(#) ($) ($)/(3)/
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Patrick E. Quinn 12/31/97 384,615 15,262 -- -- -- 950
Co-Chairman, President 3/31/97 500,000 2,500 -- -- -- 2,463
and Treasurer 3/31/96 500,000 2,500 -- -- -- 1,124
Max L. Fuller 12/31/97 384,615 15,262 -- -- -- 1,317
Co-Chairman, 3/31/97 500,000 2,500 -- -- -- 2,058
Vice President and Secretary 3/31/96 500,000 2,500 -- -- -- 1,811
William K. Farris 12/31/97 115,769 3,197 -- 10,000 106,800 6,300
Executive Vice President - 3/31/97 135,962 -- -- 10,000 -- 8,400
Operations and President - 3/31/96 123,077 -- -- -- -- 5,600
U.S. Xpress, Inc.
E. William Lusk, Jr. 12/31/97 115,800 7,072 -- 10,000 108,175 6,300
Executive Vice President - 3/31/97 135,962 3,090 -- 10,000 41,712 8,400
Marketing 3/31/96 123,077 3,090 -- -- -- 6,114
Ray M. Harlin/(4)/ 12/31/97 116,827 683 10,000 50,000 -- 4,200
Executive Vice President -
Finance and Chief Financial
Officer
Steven J. Cleary 12/31/97 96,126 7,904 -- -- 22,875 5,400
President - CSI/Crown, Inc. 3/31/97 89,578 -- -- -- -- --
3/31/96 80,132 -- -- -- -- --
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Amounts in the nine month transition period ended 12/31/97 represent the
Company's contribution pursuant to the
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<PAGE>
Company's profit sharing plan of $13,339, $13,339, $3,197, $2,905, $683 and
$5,049 for each of Messrs. Quinn, Fuller, Farris, Lusk, Harlin and Cleary,
respectively, and the Company's contribution pursuant to the Company's
401(k) Plan of $1,923, $1,923, $4,167 and $2,855 for each of Messrs. Quinn,
Fuller, Lusk and Cleary, respectively. Amounts for the fiscal year ended
3/31/97 represent the Company's contribution pursuant to the Company's
401(k) Plan of $2,500, $2,500, $3,090, and $4,032 for each of Messrs.
Quinn, Fuller, Lusk and Cleary, respectively. Amounts for the fiscal year
ended 3/31/97 represent the Company's contribution pursuant to the
Company's 401(k) Plan of $2,500, $2,500, $3,090 and $1,290 for each of
Messrs. Quinn, Fuller, Lusk and Cleary, respectively.
(2) Messrs. Farris and Lusk were each issued 55,021 shares, and Mr. Cleary was
issued 9,195 shares, of Class A restricted stock on November 30, 1993 at a
price of $4.72 per share. The restrictions on these shares lapse on one-
third of the shares at each of the third, fourth and fifth anniversary
dates of issuance, except that the Board of Directors approved the removal
of restrictions on the first group of restricted shares scheduled to vest
in 1996 in order that such shares could be sold in the Company's initial
public offering. Mr. Harlin was granted 10,000 shares of restricted stock
on July 3, 1997. The restrictions on these shares lapse on one-fifth of
the shares at each of the first, second, third, fourth and fifth
anniversary dates of issuance. All restricted shares are entitled to
voting rights and to receive dividends, if any, as and when declared.
(3) Amounts in the nine months ended 12/31/97 represent compensation for auto
expenses of $950, $1,317, $6,300, $6,300, $5,400 and $4,200 for each of
Messrs. Quinn, Fuller, Farris, Lusk, Cleary and Harlin, respectively, and
life insurance premiums of $1,094 and $464 paid by the Company for Messrs.
Quinn and Fuller, respectively. Amounts in the fiscal year ended 3/31/97
represent compensation for auto expenses of $1,458, $1,594, $8,400, and
$8,400 for each of Messrs. Quinn, Fuller, Farris and Lusk, respectively,
and life insurance premiums of $1,005 and $464 paid by the Company for
Messrs. Quinn and Fuller, respectively. Amounts in 1996 represent
compensation for auto expenses of $260, $1,463, $5,600, and $6,114 for each
of Messrs. Quinn, Fuller, Farris and Lusk, respectively, and life insurance
premiums of $864 and $348 paid by the Company for Messrs. Quinn and Fuller,
respectively.
(4) Mr. Harlin was appointed Executive Vice President - Finance of the Company
in June, 1997.
Option Exercises and Holdings
The following table sets forth information with respect to the named executives
concerning the exercise of options during the nine months ended December 31,
1997 and unexercised options held as of December 31, 1997:
Aggregated Exercises in Last Fiscal Year and Fiscal Year-End Option Values
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
Shares Number of Unexercised Options Value of Unexercised Options
Acquired Value at 12/31/97 at 12/31/97
on Exercise Realized Exercisable / Unexercisable Exercisable / Unexercisable
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Patrick E. Quinn -- -- -- -- -- --
Max L. Fuller -- -- -- -- -- --
William K. Farris 10,000 $106,800 29,679 / 35,342 $227,982 / $353,863
E. William Lusk, Jr. 10,000 $108,175 24,679 / 35,342 $181,582 / $353,863
Steven J. Cleary 2,500 $ 22,875 -- / 5,000 -- / $ 76,225
Ray M. Harlin -- -- -- / 50,000 -- / $168,750
- ------------------------------------------------------------------------------------------------------------
</TABLE>
The following table shows information concerning the individual grants of stock
options made during the nine months ended December 31, 1997 to each of the named
executive officers of the Company and the potential realizable values of the
grants assuming annually compounded stock price appreciation rates of 5% and 10%
per annum over the option term. The 5% and 10% rates of appreciation are set by
the rules of the Securities and Exchange Commission and are not intended to
forecast possible future appreciation, if any.
- 8 -
<PAGE>
Option/SAR Grants In Last Fiscal Year
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
Potential Realizable
Value at Assumed
Annual Rates
of Stock Price
Appreciation
Individual Grants for Option Term
---------------------------------------------------------- ----------------------
Number of Percent of Total
Securities Options/SARs
Underlying Granted to Exercise or
Options/SARs Employees in Base Price Expiration
Name Granted (#) Fiscal Year ($/Share) Date 5% ($) 10% ($)
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Patrick E. Quinn -- -- -- -- -- --
Max L. Fuller -- -- -- -- -- --
William K. Farris 10,000 8.5 % $19.125 9/8/2007 $120,276 $ 304,803
E. Willliam Lusk, Jr. 10,000 8.5 % $19.125 9/8/2007 $120,276 $ 304,803
Steven J. Cleary -- -- -- -- -- --
Ray M. Harlin 50,000 42.5 % $ 18.75 7/3/2007 $589,589 $1,494,134
- ------------------------------------------------------------------------------------------------------------
</TABLE>
Salary Continuation Agreement
Messrs. Quinn and Fuller have each entered into an agreement with the Company
pursuant to which the Company is obligated, in the event of either of their
deaths, to continue paying 50% of their current salary for a period of six
months and, in the event of either of their disabilities, to continue paying
their current salary in full for a period of 12 months and 50% of their current
salary for an additional 12 months thereafter. The agreements also provide that
Messrs. Quinn and Fuller will receive payments on account of personal guarantees
of Company indebtedness at the current rate if either of them or their estates
personally guarantee any Company indebtedness.
Report Of The Compensation Committee Of The Board Of Directors
The Compensation Committee of the Board of Directors is responsible for
establishing and recommending to the Board of Directors the Company's general
compensation policies. The Compensation Committee also administers the
Company's incentive stock plan and Xpre$$avings 401(k) Plan. The Compensation
Committee is composed of three members, two of whom are independent, non-
employee directors.
The Compensation Committee seeks to provide fixed and incentive compensation of
the Company's executive officers that reflects each individual's performance and
the Company's overall performance. Fixed compensation is designed to: (a)
attract, motivate and retain executives committed to maximizing return to
stockholders; and (b) be competitive with the compensation levels of executives
holding comparable positions and having similar qualifications in comparable
transportation companies and in companies of similar size. Incentive
compensation is designed to: (a) provide rewards that are closely linked to the
Company and individual performance; and (b) align the interests of the Company's
employees with those of its stockholders. Incentive compensation is provided
through the Company's employee profit-sharing plan, incentive stock plan,
employee stock purchase plan and through existing stock options held by certain
executive officers.
During the nine months ended December 31, 1997, the fixed compensation levels of
the Co-Chairmen were reviewed by the Committee and no increase was recommended.
The Committee seeks to maintain strong incentives for the Co-Chairmen to
maximize financial performance. As holders of over 50% of the Company's common
stock, Messrs. Quinn and Fuller have substantial incentives to maximize value to
stockholders. As an added incentive to maximize stockholder value during the
nine months ended December 31, 1997, the Committee awarded stock options under
the Company's long-term incentive stock plan to certain other officers and
managers of the Company.
Submitted by the Compensation Committee of the Company's Board of Directors,
James B. Baker, Chairman
Max L. Fuller, Member
A. Alexander Taylor, II, Member
- 9 -
<PAGE>
Company Performance
The following graph shows a comparison of cumulative total returns to
stockholders of the Company, assuming reinvestment of dividends, for the period
commencing on October 5, 1994, the date of the Company's initial public
offering, including the last trading day of each succeeding quarter, and ending
on the last trading day of 1997, with the return from: (i) the NASDAQ U.S.
Index and (ii) an Index for NASDAQ stocks in the Trucking and Transportation
Standard Industrial Classification.
[CHART APPEARS HERE]
COMPARISON OF FOUR YEAR CUMULATIVE RETURNS AMONG
U.S. EXPRESS ENTERPRISES, NASDAQ TRUCKING & TRANS. & NASDAQ U.S.
<TABLE>
<CAPTION>
Measurement period Measurement PT-
(Fiscal Year Covered) 10/05/94 FYE 12/30/94 FYE 3/31/95 FYE 6/30/95 FYE 9/30/95 FYE 12/31/95 FYE 3/29/96
- --------------------- ----------- ------------ ----------- ----------- ------------ ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
U.S. XPRESS ENTERPRISE $ 100.00 $ 82.14 $ 65.18 $ 60.71 $ 63.43 $ 51.79 $ 52.68
NASDAQ TRUCKING
AND TRANSPORTATION $ 100.00 $ 97.36 $ 101.94 $ 111.10 $ 114.07 $ 113.53 $ 124.28
NASDAQ U.S. $ 100.00 $ 126.61 $ 138.03 $ 157.88 $ 176.89 $ 179.08 $ 187.42
Measurement period Measurement PT -
(Fiscal Year Covered) 06/28/96 FYE 09/30/96 FYE 12/31/96 FYE 3/31/97 FYE 6/30/97 FYE 09/30/97 FYE 12/31/97
- --------------------- ----------- ------------ ------------ ----------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
U.S. XPRESS ENTERPRISE $ 53.57 $ 65.18 $ 113.39 $ 100.00 $ 141.07 $ 142.86 $ 158.04
NASDAQ TRUCKING
AND TRANSPORTATION $ 123.15 $ 117.89 $ 125.40 $ 123.78 $ 141.95 $ 167.00 $ 161.33
NASDAQ U.S. $ 202.73 $ 209.94 $ 220.24 $ 208.50 $ 246.61 $ 288.33 $ 270.41
</TABLE>
Proposal 2: Ratification Of Appointment Of Auditors
Upon the recommendation of the Audit Committee, the Board of Directors appointed
Arthur Andersen LLP, independent public accountants, to serve as the Company's
auditors for the fiscal year ending December 31, 1998. Although stockholder
ratification is not required by the Company's articles of incorporation or by-
laws, or under applicable law, the Board of Directors requests stockholder
ratification.
A representative of Arthur Andersen LLP will be present at the Annual Meeting
and will be given an opportunity to make a statement, if he desires, and to
respond to appropriate questions.
Stockholder Proposals
Proposals of stockholders intended to be presented at the 1999 Annual Meeting
must be received by the Company not later than November 30, 1998, for inclusion
in its Proxy Statement and form of proxy relating to that meeting. Any such
proposals, as well as any questions relating thereto, should be directed to Max
L. Fuller, Secretary, U.S. Xpress Enterprises, Inc., 2931 South Market Street,
Chattanooga, Tennessee 37410.
March 30, 1998
- 10 -
<PAGE>
PROXY
U.S. XPRESS ENTERPRISES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of U.S. XPRESS ENTERPRISES, INC. appoints
Max L. Fuller and Patrick E. Quinn and each of them as proxies, with full power
of substitution, to vote all of the shares of Class A and Class B Common Stock
outstanding in the name of the undersigned at the Annual Meeting of Stockholders
of U.S. Xpress Enterprises, Inc. to be held at the Tennessee Aquarium, One Broad
Street, Chattanooga, Tennessee at 2:00 p.m., EDT, Tuesday, May 12, 1998 and any
adjournment or adjournments thereof, on all matters that may properly come
before the Annual Meeting.
- ----------------- -----------------
SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
- ----------------- -----------------
<PAGE>
[X] PLEASE MARK
VOTES AS IN
THIS EXAMPLE.
YOU ARE URGED TO CAST YOUR VOTE BY MARKING THE APPROPRIATE BOXES. PLEASE
NOTE THAT UNLESS A CONTRARY DISPOSITION IS INDICATED, THIS PROXY WILL BE
VOTED FOR ITEMS 1 AND 2.
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
<S> <C>
1. The election of nine Directors for the ensuing 2. Ratification of the [ ] [ ] [ ]
year. appointment of Arthur
NOMINEES: James B. Baker, Robert J. Sudderth, Andersen LLP as
Jr., William K. Farris, Max L. Fuller, independent public
Ray M. Harlin, E. William Lusk, Jr., accountants for 1998.
Patrick E. Quinn, A. Alexander Taylor, II.
FOR WITHHELD 3. In their discretion, the proxies are authorized to vote
[ ] ALL [ ] FROM ALL upon such other business as may properly come before the
NOMINEES NOMINEES meeting or any adjournments thereof.
[ ]
-------------------------------------
For all nominees except as note above
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
IMPORTANT: Please sign your name or names exactly as shown hereon and
date your proxy in the blank space provided hereon. For joint accounts,
each joint owner must sign. When signing as attorney, executor,
administrator, trustee, or guardian, please give your full title as
such. If the signer is a corporation, please sign full corporate name by
duly authorized officer.
Signature: Date: Signature: Date:
-------------------------------- ------------------ --------------------------------- ----------------
</TABLE>
