<PAGE>
===============================================================================
--------------------------------
\ OMB APPROVAL \
\------------------------------\
\ OMB Number: 3235-0059 \
\ Expires: January 31, 2002 \
\ Estimated average burden \
\ hours per response....13.12 \
--------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
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
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
U.S. Xpress Enterprises, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
U.S. Xpress Enterprises, Inc.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No 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:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(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):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] 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:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
-------------------------------------------------------------------------
Notes:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
<PAGE>
U.S. XPRESS ENTERPRISES, INC.
-----------------------------
4080 Jenkins Road
Chattanooga, Tennessee 37421
April 3, 2000
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of U.S.
Xpress Enterprises, Inc. to be held at 10:00 a.m., Eastern Daylight Time,
Thursday, May 4, 2000, at the Company's Corporate Offices, 4080 Jenkins Road,
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
1
<PAGE>
U.S. XPRESS ENTERPRISES, INC.
-----------------------------
4080 Jenkins Road
Chattanooga, Tennessee 37421
------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 4, 2000
------------------
April 3, 2000
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 10:00 a.m., Eastern Daylight Time, Thursday, May 4,
2000, at the Company's Corporate Offices at 4080 Jenkins Road, Chattanooga,
Tennessee, for the following purposes:
1. Election of seven Directors for the coming year;
2. Ratification of the appointment of Arthur Andersen LLP as independent
public accountants for 2000; and
3. Transaction of such other business that may properly come before the Annual
Meeting of Stockholders or any adjournment thereof.
The close of business on March 15, 2000 has been fixed as the record date for
the determination of stockholders entitled to notice of and to vote at the
Annual Meeting of Stockholders and any adjournment thereof.
A copy of the U.S. Xpress Enterprises, Inc. Annual Report for the year ended
December 31, 1999 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
Co-Chairman of the Board and Secretary
2
<PAGE>
U.S. XPRESS ENTERPRISES, INC.
-----------------------------
4080 Jenkins Road
Chattanooga, Tennessee 37421
____________________
Proxy Statement
____________________
This proxy statement is being mailed to stockholders of U.S. Xpress Enterprises,
Inc., a Nevada corporation (the "Company"), on or about April 3, 2000, 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 10:00 a.m., Eastern Daylight Time, Thursday, May 4,
2000, at the Company's Corporate Offices at 4080 Jenkins Road, 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 15,
2000. The Class A Common Stock and Class B Common Stock vote together as a
single class. The affirmative vote of a majority of the stockholders entitled to
vote and represented in person or by Proxy at the Annual Meeting is required to
elect the Board of Directors' nominees.
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. Shares covered by abstentions and broker non-votes, while
counted for purposes of determining the presence of a quorum at the Annual
Meeting, are not considered affirmative votes.
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.
-3-
<PAGE>
Voting Securities And Principal Holders Thereof
On March 15, 2000, 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 13,119,130 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 15, 2000, 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 three other most highly
compensated executive officers who earned in excess of $100,000 during 1999, and
(iv) all directors and executive officers as a group:
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------
Amount and Nature of
Beneficial Ownership
------------------------------
Name of Beneficial Owner Class A/(1)/ Class B Percent/(1)(2)(3)/
-------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Patrick E. Quinn/(4)/ 2,315,855/(5)/ 1,520,131 23.7
Max L. Fuller/(4)/ 2,623,934/(6)/ 1,520,131 25.6
Capital Group International, Inc./(7)/ 1,177,500 --- 7.3
Dimensional Fund Advisors, Inc./(8)/ 619,222 --- 3.8
William K. Farris 94,700 --- *
E. William Lusk, Jr. 89,909 --- *
Ray M. Harlin 38,022 --- *
A. Alexander Taylor, II 10,934 --- *
Robert J. Sudderth, Jr. 3,734 --- *
All Executive Officers and Directors as a Group (7 persons) 5,177,088 3,040,262 50.8
-------------------------------------------------------------------------------------------------------------------------------
</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 15, 2000 held by the following
individuals: Mr. Farris - 58,020 shares, Mr. Lusk - 53,020 shares, Mr.
Harlin - 22,000 shares, Mr. Sudderth - 1,200 shares and Mr. Taylor - 4,400
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) The principal business address for Messrs. Quinn and Fuller is 4080 Jenkins
Road, Chattanooga, Tennessee 37421.
(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) 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.
(7) The principal business address of Capital Group International, Inc. is
11100 Santa Monica Boulevard, Los Angeles, CA 90025. The reported
information is based upon the Schedule 13G filed by Capital Group
International, Inc. with the Securities and Exchange Commission on February
10, 2000.
(8) The principal business address of Dimensional Fund advisors, Inc. is 1299
Ocean Avenue, 11th Floor, Santa Monica, CA 90401. The reported information
is based upon the Schedule 13G filed by Dimensional Fund Advisors, Inc. on
February 11, 2000.
-4-
<PAGE>
Proposal 1: Election Of Directors
The Board of Directors consists of seven members. All directors are elected for
one-year terms by the Company's stockholders and hold office until their
successors are selected 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 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:
Nominees for Directorships
[PICTURE Patrick E. Quinn, 53, has served as Co-Chairman of the Board of the
APPEARS Company since 1994 and President and Treasurer of the Company since
HERE] 1985. Director of the company since 1985.
[PICTURE William K. Farris, 47, has served as Executive Vice President of
APPEARS Operations of the Company and President of U.S. Xpress, Inc. since
HERE] 1996. Previously, Mr. Farris was Vice President of Operations from
1993 to 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.
[PICTURE E. William Lusk, Jr., 44, has served as Executive Vice President of
APPEARS Marketing of the Company since 1996. Previously, Mr. Lusk was Vice
HERE] President of Marketing of the Company from 1991 to 1996 and Executive
Vice President of U.S. Xpress, Inc., from 1987 to 1994. Director of
the Company since 1994.
[PICTURE A. Alexander Taylor, II, 46, has served as President and Chief
APPEARS Operating Officer of Chattem, Inc., a consumer products company, since
HERE] 1998. Previously, Mr. Taylor was a partner with the law firm of Miller
& Martin LLP since 1983. Mr. Taylor is a director of Chattem, Inc. and
The Krystal Company, a quick-service restaurant company. Director of
the Company since 1994.
[PICTURE Max L. Fuller, 47, has served as Co-Chairman of the Board of the
APPEARS Company since 1994 and Vice President and Secretary of the Company
HERE] since 1985. Mr. Fuller is a director of SunTrust Bank, Chattanooga,
N.A. Director of the Company since 1985.
[PICTURE Ray M. Harlin, 50, has served as Executive Vice President of Finance
APPEARS and Chief Financial Officer of the Company since 1997. Previously, Mr.
HERE] Harlin served for 25 years in auditing and managerial positions, and
as a partner, with Arthur Andersen LLP. Director of the Company since
1997.
[PICTURE Robert J. Sudderth, Jr., 57, has served as Chairman and Chief
APPEARS Executive Officer of SunTrust Bank, Chattanooga, N.A. since 1989. Mr.
HERE] Sudderth also is a director of SunTrust Service Corporation and The
Dixie Group, Inc., a textile company. Director of the Company since
1998.
-5-
<PAGE>
Directors' Meetings
The Board of Directors held four meetings during the year ended December 31,
1999.
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. Sudderth 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; to recommend bonuses, stock options and other
forms of additional compensation for them; to establish and review policies
regarding management prerequisites and to perform such other duties as shall be
delegated to the Compensation Committee by the Board. Messrs. Sudderth and
Taylor serve as the members of the Compensation Committee.
The Audit Committee met three times and the Compensation Committee met one time
during the year ended December 31, 1999.
Director Compensation
Directors who receive no other compensation from the Company receive a $10,000
annual retainer, $1,500 for each Board meeting attended, and $1,500 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 or re-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 are comparable to the terms that could be obtained from
unaffiliated parties.
Messrs. Quinn and Fuller, together with the Quinn Family Partnership and the
Fuller Family Partnership, own 100% of Paragon Leasing, a Tennessee general
partnership ("Paragon"). Paragon purchases, sells and leases used tractors and
trailers. In the year ended December 31, 1999, the Company paid Paragon $587,697
in rent for leased trailers.
Messrs. Quinn and Fuller, together with the Quinn Family Partnership and the
Fuller Family Partnership, own approximately 45% of Transcommunications, Inc.
("Transcom"). Beginning in 1999, the Company began utilizing Transcom charge
cards for over-the-road fuel purchases. The Company paid Transcom $1,572,268 for
these services in 1999. Transcom also 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 for these services in the year ended
December 31, 1999 were $440,528.
Four terminals used by the Company during 1999 are owned by 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
year ended December 31, 1999 were $868,439.
Substantially all of Messrs. Quinn and Fuller's business time is spent on the
Company's business and affairs. In the 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.
The Company maintains a banking relationship with SunTrust Bank, Chattanooga,
N.A. Robert J. Sudderth, Jr., director, is Chairman and Chief Executive Officer
of such bank.
-6-
<PAGE>
Compliance With Reporting Requirements
Section 16(a) of the Securities Exchange Act of 1934, and regulations of the
Securities and Exchange Commission ("SEC") thereunder, require the Company's
executive officers and directors and persons who beneficially own more than 10%
of the Company's Common Stock, as well as certain affiliates of such persons, to
file initial reports of such ownership and monthly transaction reports covering
any changes in such ownership with the SEC and the National Association of
Securities Dealers. Executive officers, directors and persons owning more than
10% of the Company's Common Stock are required by SEC regulations to furnish the
Company with all such reports they file. Based solely on its review of the
copies of such reports received by it and written representations that no other
reports were required for such persons, the Company believes that, during fiscal
year 1999, its executive officers, directors, and owners of more than 10% of the
Company's Common Stock complied with all such applicable filing requirements.
Executive Compensation And Other Information
The following table sets forth information concerning compensation paid or
accrued to the Co-Chairman of the Board and the three other most highly
compensated executive officers of the Company for the twelve months ended
December 31, 1999, the twelve months ended December 31, 1998, and the nine
months ended December 31, 1997.
Summary Compensation Table
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Long-Term Compensation
Annual ---------------------------
Compensation Awards Payouts
------------------ --------------------------- -------
Restricted
Stock LTIP All Other
Name and Period Salary Bonus Awards Options/ Payouts Compensation
Principal Position Ending ($) ($)/(1)/ (#)/(2)/ SARs(#) ($) ($)/(3)/
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Patrick E. Quinn 12/31/99 500,000 37,500 --- --- --- 2,905
Co-Chairman, President 12/31/98 500,000 2,500 --- --- --- 2,425
and Treasurer 12/31/97 384,615 15,262 --- --- --- 2,044
Max L. Fuller 12/31/99 500,000 37,500 --- --- --- 2,082
Co-Chairman, Vice President 12/31/98 500,000 2,500 --- --- --- 1,957
and Secretary 12/31/97 384,615 15,262 --- --- --- 1,781
Ray M. Harlin/(4)/ 12/31/99 235,000 18,764 --- --- --- 8,400
Executive Vice President- 12/31/98 198,462 3,103 --- 8,000 --- 8,400
Finance and Chief Financial 12/31/97 116,827 683 10,000 50,000 --- 4,200
Officer
William K. Farris 12/31/99 210,000 12,438 --- --- --- 8,400
Executive Vice President- 12/31/98 179,231 --- --- 8,000 26,028 8,400
Operations and President- 12/31/97 115,769 3,197 --- 10,000 106,800 6,300
U.S. Xpress, Inc.
E. William Lusk, Jr. 12/31/99 210,000 17,438 --- --- --- 8,400
Executive Vice President- 12/31/98 179,231 4,929 --- 8,000 52,825 8,400
Marketing 12/31/97 115,800 7,072 --- 10,000 108,175 6,300
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Amounts in the twelve-month period ended 12/31/99 represent the Company's
contributions pursuant to the Company's incentive compensation plan
$35,000, $35,000, $13,764, $12,438, and $12,438 for each of Messrs. Quinn,
Fuller, Harlin, Farris and Lusk, respectively, and the Company's
contributions to the 401(k) Plan of $2,500, $2,500, $5,000, and $5,000 for
each of Messrs. Quinn, Fuller, Harlin, and Lusk, respectively. Amounts in
the twelve-month period ended 12/31/98 represent the Company's
contributions pursuant to the Company's 401(k) Plan of $2,500, $2,500,
$3,103, and $4,929 for each of Messrs. Quinn, Fuller, Harlin, and Lusk,
respectively. Amounts in the nine-month period ended 12/31/97 represent the
Company's contributions pursuant to the Company's profit sharing plan of
$13,339, $13,339, $683, $3,197 and $2,905 for each of Messrs. Quinn,
Fuller, Harlin, Farris and Lusk, respectively, and the Company's
contribution pursuant to the
-7-
<PAGE>
Company's 401(k) Plan of $1,923, $1,923, and $4,167 for each of Messrs.
Quinn, Fuller, and Lusk, respectively.
(2) Mr. Harlin was granted 10,000 shares of restricted stock on July 3, 1997.
The restrictions on one-fifth of these shares lapse 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 twelve-month period ended 12/31/99 represent compensation
for auto expenses of $1,365, $1,507, $8,400, $8,400 and $8,400 for each of
Messrs. Quinn, Fuller, Harlin, Farris and Lusk, respectively, and life
insurance premiums of $1,540 and $575 paid by the Company for Messrs. Quinn
and Fuller, respectively. Amounts in the twelve-month period ended 12/31/98
represent compensation for auto expenses of $1,365, $1,507, $8,400, $8,400,
and $8,400 for each of Messrs. Quinn, Fuller, Harlin, Farris and Lusk,
respectively. Amounts in the nine-month period ended 12/31/97 represent
compensation for auto expenses of $950, $1,317, $6,300, $6,300, and $5,400
for each of Messrs. Quinn, Fuller, Farris, Lusk, and Harlin, respectively,
and life insurance premiums of $1,094 and $464 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 twelve months ended December 31,
1999 and unexercised options held as of December 31, 1999:
Aggregated Exercises In Last Year And 1999 Year-End Option Values
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
Value Of Unrestricted
Shares Number Of Unrestricted Options In-The-Money Options
Acquired Value At 12/31/99 At 12/31/99
On Exercise Realized Exercisable / Unexercisable Exercisable / Unexercisable
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Patrick E. Quinn -- -- -- -- -- --
Max L. Fuller -- -- -- -- -- --
William K. Farris -- -- 58,020 / 12,001 $116,515 / $ 0
E. William Lusk, Jr -- -- 53,020 / 12,001 $103,240 / $ 0
Ray M. Harlin -- -- 22,000 / 36,000 $ 0 / $ 0
- -----------------------------------------------------------------------------------------------------------
</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 twelve months and 50% of their
current salary for an additional twelve months thereafter. The agreements also
provide that Messrs. Quinn and Fuller will receive payments on account of
personal guarantees of Company indebtedness 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 Xpress Savings 401(k) Plan. The Compensation
Committee is composed of four members, all 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 attract, motivate and retain executives committed to maximizing
return to stockholders and 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
-8-
<PAGE>
to provide rewards that are closely linked to the Company and individual
performance and align the interests of the Company's employees with those of its
stockholders. Incentive compensation is provided through the Company's incentive
compensation plan, incentive stock plan, employee stock purchase plan and
through existing stock options held by certain executive officers.
During the twelve months ended December 31, 1999, the fixed compensation level
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 approximately 50% of
the Company's common stock, Messrs. Quinn and Fuller have substantial incentives
to maximize value to stockholders of the Company.
Submitted by the Compensation Committee of the Company's Board of Directors,
James B. Baker, Chairman
Robert P. Corker, Jr., Member
Robert J. Sudderth, Jr., Member
A. Alexander Taylor, II, Member
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 1999, 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.
<TABLE>
[GRAPH APPEARS HERE]
<CAPTION>
Measurement Period U.S. NASDAQ NASDAQ
(Fiscal Year Covered) Xpress U.S. TRANSPORTATION
- --------------------- -------- -------- --------------
<S> <C> <C> <C>
Measurement Pt-
10/5/1994 $100 $100 $100
12/30/1994 $ 82.14 $ 98.88 $ 95.05
3/31/1995 $ 65.18 $107.73 $ 99.57
6/30/1995 $ 60.71 $123.22 $108.51
9/29/1995 $ 63.39 $138.07 $111.40
12/29/1995 $ 51.79 $139.75 $110.90
3/29/1996 $ 52.68 $146.29 $121.23
6/28/1996 $ 53.57 $158.21 $120.32
9/30/1996 $ 65.18 $163.85 $115.20
12/31/1996 $113.39 $171.94 $122.41
3/31/1997 $100.00 $162.62 $120.58
6/30/1997 $141.07 $192.41 $138.02
9/30/1997 $142.86 $224.97 $162.38
12/31/1997 $158.04 $210.68 $156.69
3/31/1998 $148.22 $246.57 $177.27
6/30/1998 $119.64 $253.34 $166.80
9/30/1998 $ 87.50 $228.78 $120.98
12/31/1998 $107.14 $296.88 $140.96
3/31/1999 $ 83.04 $332.09 $134.01
6/30/1999 $ 76.34 $363.34 $157.22
9/30/1999 $ 41.52 $371.63 $140.74
12/31/1999 $ 52.68 $536.34 $150.54
</TABLE>
-9-
<PAGE>
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 year ending December 31, 2000. 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 2001 Annual Meeting
must be received by the Company not later than December 5, 2000, 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., 4080 Jenkins Road,
Chattanooga, Tennessee 37421.
April 3, 2000
-10-
<PAGE>
U.S. XPRESS ENTERPRISES, INC.
c/o EquiServe
P.O. Box 9398
Boston, MA 02205-9398
DETACH HERE
Please mark
[x] 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.
1. The election of seven Directors for the ensuing year.
Nominees: (01) William K. Farris, (02) Max L. Fuller, (03) Ray M. Harlin,
(04) E. William Lusk, Jr., (05) Patrick E. Quinn, (06) Robert J. Sudderth,
Jr., (07) A. Alexander Taylor, II
FOR WITHHELD
ALL [_] [_] FROM ALL
NOMINEES NOMINEES
[_]
--------------------------------------
For all nominees except as noted above
2. Ratification of the appointment of Arthur Andersen LLP as independent
public accountants for 2001.
FOR AGAINST ABSTAIN
[_] [_] [_]
3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournments
thereof.
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:
----------------- ------ ----------------- ------
<PAGE>
DETACH HERE
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 Company's Corporate offices,
4080 Jenkins Road, Chattanooga, Tennessee at 10:00 a.m., Eastern Daylight Time,
Thursday, May 4, 2000 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]
