As filed with the Securities and Exchange Commission on September 2, 2005
Registration No. 333-95777
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to
Form S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
USF Corporation
(formerly USFreightways Corporation)
and other registrants
(see Table of Additional Registrants below)
(Exact name of registrant as specified in its charter)
| Delaware | 36-3790696 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
8550 W. Bryn Mawr Avenue, Suite 700
Chicago, Illinois 60631
(773) 824-1000
(Address, including zip code, and telephone number,including area code, of registrant’s principal executive offices)
Daniel J. Churay, Esq.
Yellow Roadway Corporation
Senior Vice President, General Counsel and Secretary
10990 Roe Avenue
Overland Park, Kansas 66211
(913) 696-6100
(Name, address, including zip code, and telephone number,including area code, of agent for service)
Copies to:
Charles L. Strauss
Fulbright & Jaworski L.L.P.
1301 McKinney, Suite 5100
Houston, Texas 77010
(713) 651-5151
Approximate date of commencement of proposed sale to the public: Not applicable. Deregistration of unsold securities.
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please 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. ¨
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 statement number of the earlier effective registration statement for the same offering. ¨
Table of Additional Registrants
Exact Name of Registrant as Specified in its Charter | State or Other Jurisdiction of Incorporation or Organization | I.R.S. Employer Identification No. | ||
The Cuxhaven Group, Inc.* | Maryland | 52-1388947 | ||
DDE Investors, LLC* | Pennsylvania | 25-1770726 | ||
G.M.T. Services, Inc.* | Pennsylvania | 25-1661017 | ||
Imua Handling Corporation | Hawaii | 36-4305355 | ||
Tri-Star Transportation, Inc.* | Tennessee | 62-1370420 | ||
USF Bestway Inc. | Arizona | 86-0104184 | ||
USF Bestway Leasing Inc. | Arizona | 62-1677658 | ||
USF Coast Consolidators Inc.* | California | 95-3646508 | ||
USF Distribution Services Inc. | Illinois | 36-3783345 | ||
USF Distribution Services of Texas Inc.* | Texas | 36-4303523 | ||
USF Dugan Inc. | Kansas | 48-0760565 | ||
USF Glen Moore Inc. | Pennsylvania | 23-2443760 | ||
USF Holland Inc. | Michigan | 38-0655940 | ||
USF Logistics Inc.* | Illinois | 36-4076831 | ||
USF Logistics (IMC) Inc.* | California | 95-4247356 | ||
USF Logistics (Tricor) Inc.* | California | 95-4247356 | ||
USF Logistics Services Inc. | Delaware | 22-2840397 | ||
USF Processors Inc.* | Texas | 75-2449803 | ||
USF Processors Trading Inc.* | Texas | 75-2725770 | ||
USF Properties New Jersey Inc.* | Delaware | 51-0328679 | ||
USF Reddaway Inc. | Oregon | 93-0262830 | ||
USF Red Star Inc. | New York | 15-0425100 | ||
USF Sales Corporation | Delaware | 36-3799036 | ||
USF Worldwide (Puerto Rico) Inc.* | Puerto Rico | 66-0450699 | ||
USF Worldwide Inc.* | Delaware | 13-3075047 |
For purposes of this registration statement, the address, including zip code, and telephone number, including area code, of each registrant’s principal executive offices is shown on the cover page of this Registration Statement on Form S-3.
| * | These entities were originally parties to the registration statement, but no longer exist or are no longer owned by USF Corporation or its direct or indirect subsidiaries. See the Explanatory Note under “Deregistration of Securities”. |
Deregistration of Securities
On January 1, 2000, USFreightways Corporation, a Delaware corporation now known as USF Corporation (the “Company”), and certain of the guarantors subsidiaries listed in the Table of Additional Registrants (the “Guarantor Subsidiaries” and, together with the Company, the “Registrants”) filed a registration statement on Form S-3, Reg. No. 333-95777 (as amended, the “Registration Statement”), with the Securities and Exchange Commission (the “Commission”), which was subsequently declared effective. The Registration Statement registered a total of up to $400,000,000 of debt securities (the “Debt Securities”) of the Company to be issued in one or more discrete offerings with a total initial public offering price or purchase price of $400,000,000, as well as related guarantees of such securities by the Subsidiary Guarantors (the “Guarantees”).
On April 25, 2000, the Company issued $150,000,000 of 8-1/2% Guaranteed Notes due April 15, 2010 and certain of the Subsidiary Guarantors issued related Guarantees, all pursuant to the Registration Statement. The Company has determined that the remaining excess amount of Debt Securities and related Guarantees that were registered under the Registration Statement can be removed from registration. Pursuant to the undertaking contained in the Registration Statement, the Company and the Subsidiary Guarantors (see “Explanatory Note” below) file this post-effective amendment to the Registration Statement to remove from registration the remaining $250,000,000 of Debt Securities and related Guarantees that exceed the $150,000,000 of Debt Securities and related Guarantees described above because such Debt Securities and related Guarantees were not, and will not be, issued pursuant to the Registration Statement.
Explanatory Note:Certain of the Guarantor Subsidiaries are no longer in existence or are no longer owned by the Company or its direct or indirect subsidiaries. This Post-Effective Amendment is being signed by the Company and the remaining Guarantor Subsidiaries on behalf of all Registrants.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Post-Effective Amendment No. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, Illinois, on the 31st day of August, 2005.
| YRC REGIONAL TRANSPORTATION, INC. |
(formerly known as USF CORPORATION) |
/s/ James D. Staley |
| James D. Staley |
| President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the registration statement has been signed by the following persons in the capacities indicated on the 31st day of August, 2005.
Signature | Title | |
/s/ James D. Staley James D. Staley | Director, President and Chief Executive Officer (principal executive officer) | |
/s/ John O’Sullivan John O’Sullivan | Director and Chief Financial Officer (principal financial officer and Principal accounting officer) | |
/s/ Jack E. Peak Jack E. Peak | Director | |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Post-Effective Amendment No. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, Illinois, on the 31st day of August, 2005.
| IMUA HANDLING CORPORATION |
/s/ James Ritchie |
| James Ritchie |
| President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the registration statement has been signed by the following persons in the capacities indicated on the 31st day of August, 2005.
Signature | Title | |
/s/ James Ritchie James Ritchie | Director, President and Chief Executive Officer (principal executive officer) | |
/s/ Eric Friedlander Eric Friedlander | Director, Senior Vice President – Finance and Administration, Chief Financial Officer (principal financial officer and Principal accounting officer) | |
/s/ James McMullen James McMullen | Director | |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Post-Effective Amendment No. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, Illinois, on the 31st day of August, 2005.
| USF BESTWAY INC. |
/s/ Douglas R. Waggoner |
| Douglas R. Waggoner |
| President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the registration statement has been signed by the following persons in the capacities indicated on the 31st day of August, 2005.
Signature | Title | |
/s/ Douglas R. Waggoner Douglas R. Waggoner | Director, President and Chief Executive Officer (principal executive officer) | |
/s/ Paul J. Sugarman Paul J. Sugarman | Director, Vice President – Finance, Chief Financial Officer(principal financial officer and principal accounting officer) | |
/s/ Jack E. Peak Jack E. Peak | Director | |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Post-Effective Amendment No. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, Illinois, on the 31st day of August, 2005.
| USF BESTWAY LEASING INC. |
/s/ Douglas R. Waggoner |
| Douglas R. Waggoner |
| President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the registration statement has been signed by the following persons in the capacities indicated on the 31st day of August, 2005.
Signature | Title | |
/s/ Douglas R. Waggoner Douglas R. Waggoner | Director, President and Chief Executive Officer (principal executive officer) | |
/s/ Paul J. Sugarman Paul J. Sugarman | Director, Chief Financial Officer and Treasurer (principal financial officer and principal accounting officer) | |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Post-Effective Amendment No. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, Illinois, on the 31st day of August, 2005.
| USF DISTRIBUTION SERVICES INC. |
/s/ James Ritchie |
| James Ritchie |
| President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the registration statement has been signed by the following persons in the capacities indicated on the 31st day of August, 2005.
Signature | Title | |
/s/ James Ritchie James Ritchie | Director, President and Chief Executive Officer (principal executive officer) | |
/s/ Eric Friedlander Eric Friedlander | Director, Senior Vice President – Finance and Administration, Chief Financial Officer (principal financial officer and Principal accounting officer) | |
/s/ James McMullen James McMullen | Director | |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Post-Effective Amendment No. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, Illinois, on the 31st day of August, 2005.
| USF DUGAN INC. |
/s/ Gary Pruden |
Gary Pruden President |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the registration statement has been signed by the following persons in the capacities indicated on the 31st day of August, 2005.
Signature | Title | |
/s/ Gary Pruden Gary Pruden | Director and President (principal executive officer) | |
/s/ John O’Sullivan John O’Sullivan | Director and Chief Financial Officer(principal financial officer andprincipal accounting officer) | |
/s/ Jack E. Peak Jack E. Peak | Director | |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Post-Effective Amendment No. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, Illinois, on the 31st day of August, 2005.
| USF GLEN MOORE INC. |
/s/ Matthew Stoll |
| Matthew Stoll |
| President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the registration statement has been signed by the following persons in the capacities indicated on the 31st day of August, 2005.
Signature | Title | |
/s/ Matthew Stoll Matthew Stoll | Director, President and Chief Executive Officer (principal executive officer) | |
/s/ Daniel Prime Daniel Prime | Executive Vice President – Finance and Administration(principal financial officer and principal accounting officer) | |
/s/ Jack E. Peak Jack E. Peak | Director | |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Post-Effective Amendment No. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, Illinois, on the 31st day of August, 2005.
| USF HOLLAND INC. |
/s/ Robert G. Zimmerman |
| Robert G. Zimmerman |
| President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the registration statement has been signed by the following persons in the capacities indicated on the 31st day of August, 2005.
Signature | Title | |
/s/ Robert G. Zimmerman Robert G. Zimmerman | Director, President and Chief Executive Officer (principal executive officer) | |
/s/ Christopher H. Reehl Christopher H. Reehl | Director, Vice President – Finance and Treasurer (principal financial officer andprincipal accounting officer) | |
/s/ Jack E. Peak Jack E. Peak | Director | |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Post-Effective Amendment No. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, Illinois, on the 31st day of August, 2005.
| USF LOGISTICS SERVICES INC. |
/s/ James Ritchie |
James Ritchie President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the registration statement has been signed by the following persons in the capacities indicated on the 31st day of August, 2005.
Signature | Title | |
/s/ James Ritchie James Ritchie | Director, President and Chief Executive Officer (principal executive officer) | |
/s/ Eric Friedlander Eric Friedlander | Director, Senior Vice President – Finance and Administration, Chief Financial Officer (principal financial officer and Principal accounting officer) | |
/s/ James McMullen James McMullen | Director | |
10
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Post-Effective Amendment No. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, Illinois, on the 31st day of August, 2005.
| USF REDDAWAY INC. |
/s/ Edward R. Fitzgerald |
| Edward R. Fitzgerald |
| President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the registration statement has been signed by the following persons in the capacities indicated on the 31st day of August, 2005.
Signature | Title | |
/s/ Edward R. Fitzgerald Edward R. Fitzgerald | Director, President and Chief Executive Officer (principal executive officer) | |
/s/ Fritz Gerding Fritz Gerding | Director, Vice President – Finance and Chief Financial Officer(principal financial officer and principal accounting officer) | |
/s/ Jack E. Peak Jack E. Peak | Director | |
11
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Post-Effective Amendment No. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, Illinois, on the 31st day of August, 2005.
| USF RED STAR INC. |
/s/ Jack E. Peak |
| Jack E. Peak |
| President and Secretary |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the registration statement has been signed by the following persons in the capacities indicated on the 31st day of August, 2005.
Signature | Title | |
/s/ Jack E. Peak Jack E. Peak | Director, President and Secretary(principal executive officer) | |
/s/ John O’Sullivan John O’Sullivan | Director and Chief Financial Officer(principal financial officer and principal accounting officer) | |
/s/ James D. Staley James D. Staley | Director | |
12
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Post-Effective Amendment No. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, Illinois, on the 31st day of August, 2005.
| USF SALES CORPORATION |
/s/ Jack E. Peak |
| Jack E. Peak |
| President and Secretary |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the registration statement has been signed by the following persons in the capacities indicated on the 31st day of August, 2005.
Signature | Title | |
/s/ Jack E. Peak Jack E. Peak | Director, President and Secretary(principal executive officer) | |
/s/ John O’Sullivan John O’Sullivan | Director and Chief Financial Officer(principal financial officer and principal accounting officer) | |
/s/ James D. Staley James D. Staley | Director | |
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