UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K/A
Amendment No. 1
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended December 31, 1999.
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from
____________________ to ____________________
Commission File Number 1-10006
FROZEN FOOD EXPRESS INDUSTRIES, INC.
Texas 75-1301831
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(State of Incorporation) (I.R.S. Employer Identification No.)
1145 Empire Central Place
Dallas, Texas 75247-4309
(2l4) 630-8090
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
[X] Yes [ ] No
At May 8, 2001, the latest practicable date, there were outstanding
16,357,000 shares of Common Stock, $1.50 par value.
Item 14 of the Form 10-K is amended by adding the information,
financial statements and exhibits required to be filed on Form 11-K for the
fiscal year ended December 31, 2000, with respect to the FFE Transportation
Services, Inc. Employee Stock Ownership Plan (the "FFE Plan"), the Conwell
Corporation Employee Stock Ownership Plan (the "Conwell Plan") and the Frozen
Food Express Industries, Inc. 401(k) Savings Plan (the "Savings Plan")
pursuant to Securities and Exchange Commission Rule 15d-21 promulgated under
the Securities Exchange Act of 1934, as amended. Because each of the plans
reported on herein are subject to the reporting requirement of the Employee
Retirement Income Security Act of 1974 ("ERISA"), the financial statements
and schedules included herein have been prepared in accordance with the
requirements of ERISA.
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) 1. & 2. FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES:
The financial statements listed in the index to financial
statements and financial statement schedules in Item 8 hereof
were filed as part of the Registrant's Annual Report on Form
10-K on March 27, 2001.
3. EXHIBITS:
3.l Articles of Incorporation of the Registrant and all
amendments to date (filed as Exhibit 3.1 to Registrant's
annual report on Form 10-K for the fiscal year ended
December, 31, 1993; SEC File Number 1-10006 and incorporated
herein by reference).
3.2 Bylaws of the Registrant (filed as Exhibit 3.2 to
Registrant's Annual Report on Form 10-K for the fiscal year
ended December, 31, 1998; SEC File Number 1-10006 and
incorporated herein by reference).
3.3 Amendment to Bylaws of the Registrant, dated June 14,2000
(filed as Exhibit 3.1 to Registrant's Report on Form 8-K
filed with the Commission on June 28, 2000 and incorporated
herein by reference).
4.1 Rights Agreement dated as of June 14, 2000, between the
Registrant and Fleet National Bank, which includes as
exhibits, the form of the Rights Certificate and the Summary
of Rights (filed as Exhibit 4.1 to Registrant's Form 8-A
Registration Statement filed on June 19, 2000 and
incorporated herein by reference).
10.1 Frozen Food Express Industries, Inc., 1995 Non-Employee
Director Stock Plan (filed as Exhibit 4.3 to Registrant's
Registration Statement #033-59645 as filed with the
Commission and incorporated herein by reference).
10.2 Second Amended and Restated Credit Agreement among Wells
Fargo Bank (Texas) National Association as agent for itself
and other banks and FFE Transportation Services, Inc. as
Borrower and certain of its affiliates (filed as Exhibit 10.2
to Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1999; SEC File Number 1-10006 and
incorporated herein by reference).
10.3 First Amendment to Second Amended and Restated Credit
Agreement (filed as Exhibit 10.1 to Registrant's report on
Form 8-K filed with the Commission on June 9, 2000 and
incorporated herein by reference).
10.4 Second Amendment to Second Amended and Restated Credit
Agreement (Filed as Exhibit 10.1 to Registrant's Quarterly
Report on Form 10-Q for the quarter ended March 31, 2001; SEC
File Number 1-10006 and incorporated herein by reference).
10.5 Amendment No. 1 to Frozen Food Express Industries, Inc. 1992
Incentive and Nonstatutory Stock Option Plan (filed as
Exhibit 4.4 to Registrant's Registration Statement #333-38133
and incorporated herein by reference).
10.6 Amendment No. 2 to Frozen Food Express Industries, Inc. 1992
Incentive Stock Option Plan (filed as Exhibit 4.5 to
Registrant's Registration #333-38133 and incorporated herein
by reference).
10.7 Amendment No. 3 to Frozen Food Express Industries, Inc. 1992
Incentive and Nonstatutory Stock Option Plan (filed as
Exhibit 4.6 to Registrant's Registration Statement #333-87913
and incorporated herein by reference).
10.8 FFE Transportation Services, Inc., 1994 Incentive Bonus Plan,
as amended (filed as Exhibit 10.6 to Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31,
1994; SEC File Number 1-10006 and incorporated herein by
reference).
10.9 FFE Transportation Services, Inc., 1999 Executive Bonus and
Phantom Stock Plan (filed as Exhibit 10.8 to Registrant's
Annual Report on Form 10-K for the fiscal year ended December
31, 1999; SEC File Number 1-10006 and incorporated herein by
reference).
10.10 Frozen Food Express Industries, Inc. 401(k) Savings Plan
(filed as Exhibit 10.9 to Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1999; SEC File
Number 1-10006 and incorporated herein by reference).
10.11 Frozen Food Express Industries, Inc. Employee Stock Option
Plan (filed as Exhibit 4.1 to Registrant's Registration #333-
21831 as filed with the Commission, and incorporated herein
by reference).
10.12 Amendment to the Frozen Food Express Industries, Inc.
Employee Stock Option Plan (filed as Exhibit 4.4 to
Registrant's Registration Statement #333-52701 and
incorporated herein by reference).
10.13 FFE Transportation Services, Inc. 401(k) Wrap Plan (filed as
Exhibit 4.4 to Registrant's Registration Statement #333-56248
and incorporated herein by reference).
10.14 Form of Change in Control Agreement (filed as Exhibit 10.1 to
Registrant's report on Form 8-K filed with the Commission on
June 28, 2000 and incorporated herein by reference).
10.15 Frozen Food Express Industries, Inc., 1992 Incentive and
Nonstatutory Stock Option Plan (filed as Exhibit 4.3 to
Registrant's Registration Statement #33-48494 as filed with
the Commission, and incorporated herein by reference).
11.1 Computation of basic and diluted net income per share of
common stock (incorporated by reference to Footnote 8 to the
financial statements appearing in the Annual Report to
Shareholders of the Registrant for the year ending December
31, 2000).
13.1 Annual Report to Shareholders of the Registrant for the year
ended December 31, 2000. Except for those portions of such
Annual Report to Shareholders expressly incorporated by
reference into this Report, such Annual Report to
Shareholders is furnished solely for the information of the
Securities and Exchange Commission and shall not be deemed a
"Filed" Document. (Filed as Exhibit 13.1 to Registrant's
Annual Report on Form 10-K for the fiscal year ended December
31, 2000; SEC File Number 1-10006 and incorporated herein by
reference).
21.1 Subsidiaries of Frozen Food Express Industries, Inc. (Filed
as Exhibit 21.1 to Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1994; SEC File Number
1-10006 and incorporated herein by reference).
99.1 FFE Transportation Services, Inc. Employee Stock Ownership
Plan Statements of Net Assets Available for Plan Benefits as
of December 31, 2000 and 1999 and Statements of Changes in
Net Assets Available for Plan Benefits for each of the three
years in the period ended December 31, 2000 with notes
thereto and Report of Independent Public Accountants thereon.
99.2 Conwell Corporation Employee Stock Ownership Plan Statements
of Net Assets Available for Plan Benefits as of December 31,
2000 and 1999 and Statements of Changes in Net Assets
Available for Plan Benefits for each of the three years in
the period ended December 31, 2000 with notes thereto and
Report of Independent Public Accountants thereon.
99.3 Frozen Food Express Industries, Inc. 401(k) Savings Plan
Statements of Net Assets Available for Plan Benefits as of
December 31, 2000 and 1999 and Statements of Changes in Net
Assets Available for Plan Benefits for each of the three
years in the period ended December 31, 2000 with notes
thereto and Report of Independent Public Accountants thereon.
(b) REPORTS ON FORM 8-K:
No reports on Form 8-K were filed by the company during the last
quarter of the period covered by this Report.
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has fully caused this report to be
signed on its behalf by the undersigned, hereunto duly authorized.
FROZEN FOOD EXPRESS INDUSTRIES, INC.
July 13, 2001 By: /s/ Stoney M. Stubbs, Jr.
-----------------------------------
Stoney M. Stubbs, Jr., Chairman of
the Board of Directors and
President
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:
July 13, 2001 By: /s/ Stoney M. Stubbs, Jr.
-----------------------------------
Stoney M. Stubbs, Jr., Chairman of
the Board of Directors and
President
(Principal Executive Officer)
July 13, 2001 By: /s/ Charles G. Robertson *
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Charles G. Robertson, Executive
Vice President and Director
July 13, 2001 By: /s/ F. Dixon Mc Elwee*
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F. Dixon McElwee, Senior Vice
President and Chief Financial
Officer
July 13, 2001 By: /s/ Edgar O. Weller *
----------------------------------
Edgar O. Weller, Vice Chairman
of the Board of Directors
July 13, 2001 By: /s/ W. Mike Baggett*
----------------------------------
W. Mike Baggett, Director
July 13, 2001 By: /s/ Brian R. Blackmarr *
----------------------------------
Brian R. Blackmarr, Director
July 13, 2001 By: /s/ Leroy Hallman *
----------------------------------
Leroy Hallman, Director
July 13, 2001 By: /s/ T. Michael O'Connor *
----------------------------------
T. Michael O'Connor, Director
* By: /s/ Stoney M. Stubbs, Jr.
--------------------------
Stoney M. Stubbs, Jr.
Attorney-in-Fact
EXHIBIT INDEX
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Sequentially
Exhibit Description Numbered Page
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23.1 Consent of Independent Public Accountants 8
99.1 FFE Transportation Services, Inc. Employee
Stock Ownership Plan Statements of Net Assets
Available for Plan Benefits as of December 31,
2000 and 1999 and Statements of Changes in Net
Assets Available for Plan Benefits for each of
the three years in the period ended December
31, 2000 with notes thereto and Report of
Independent Public Accountants thereon. 9
99.2 Conwell Corporation Employee Stock Ownership
Plan Statements of Net Assets Available for
Plan Benefits as of December 31, 2000 and 1999
and Statements of Changes in Net Assets
Available for Plan Benefits for each of the
three years in the period ended December 31,
2000 with notes thereto and Report of
Independent Public Accountants thereon. 20
99.3 Frozen Food Express Industries, Inc. 401(k)
Savings Plan Statements of Net Assets Available
for Plan Benefits as of December 31, 2000 and
1999 and Statements of Changes in Net Assets
Available for Plan Benefits for each of the
three years in the period ended December 31,
2000 with notes thereto and Report of
Independent Public Accountants thereon. 31