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, 2001.
[ ] 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
(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.
[ ] Yes [ X ] No
At June 26, 2002, the latest practicable date, there were 16,698,327
outstanding shares of Common Stock, $1.50 par value.
Item 14 of the Form 10-K is amended by adding as Exhibit 99.2 the
information, financial statements and exhibits required to be filed on Form
11-K for the fiscal year ended December 31, 2001, with respect to 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
the plan 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 April 9, 2002.
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).
3.4 Amendment to Bylaws of the Registrant, dated April 3,
2002, (filed as Exhibit 3.4 to Registrant's Annual Report
on Form 10-K for the fiscal year ended December 31, 2001;
SEC File Number 1-10006 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 Third Amendment to Second Amended and Restated Credit
Agreement(filed as Exhibit 10.5 to Registrant's Annual
Report on Form 10-K for the fiscal year ended December
31, 2001; SEC File Number 1-10006 and incorporated herein
by reference).
10.6 Fourth Amendment to Second Amended and Restated Credit
Agreement and Waiver (filed as Exhibit 10.6 to
Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 2001; SEC File Number 1-10006 and
incorporated herein by reference).
10.7 Frozen Food Express Industries, Inc., 1992 Incentive and
Nonstatutory Stock Option Plan (filed as Exhibits 4.3 to
Registrant's Registration Statement #33-48494 as filed
with the Commission, and incorporated herein by
reference).
10.8 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).
10.9 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).
10.10 Amendment No. 3 to Frozen Food Express Industries, Inc.
1992 Incentive Stock Option Plan (filed as Exhibit 4.6 to
Registrant's Registration Statement #333-87913 and
incorporated herein by reference).
10.11 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).
10.12 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).
10.13 Frozen Food Express Industries, Inc. 401(k) Savings
Plan(filed as Exhibit 10.13 to Registrant's Annual Report
on Form 10-K for the fiscal year ended December 31, 2001;
SEC File Number 1-10006 and incorporated herein by
reference).
10.14 First Amendment to the Frozen Food Express Industries,
Inc. 401(k) Savings Plan (filed as Exhibit 10.14 to
Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 2001; SEC File Number 1-10006 and
incorporated herein by reference).
10.15 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).
10.16 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).
10.17 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).
10.18 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).
10.19 Asset Purchase Agreement between W&B Refrigeration
Service Company and W&B Newco, LP (filed as Exhibit 10.19
to Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 2001; SEC File Number 1-10006 and
incorporated herein by reference).
11.1 Computation of basic and diluted net income per share of
common stock (incorporated by reference to Footnote 9 to
the financial statements appearing in the Annual Report
to Shareholders of the Registrant for the year ending
December 31, 2001).
13.1 Annual Report to Shareholders of the Registrant for the
year ended December 31, 2001. 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.
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, 2001;
SEC File Number 1-10006 and incorporated herein by
reference).
23.1 Consent of Independent Public Accountants.
25.1 A Power of Attorney is found on page 13 of this
Report(filed as Exhibit 25.1 to Registrant's Annual
Report on Form 10-K for the fiscal year ended December
31, 2001; SEC File Number 1-10006 and incorporated herein
by reference).
99.1 Confirmation of receipt of assurance from Arthur
Andersen, LLP(filed as Exhibit 99.1 to Registrant's
Annual Report on Form 10-K for the fiscal year ended
December 31, 2001; SEC File Number 1-10006 and
incorporated herein by reference).
99.2 Frozen Food Express Industries, Inc. 401(k) Savings Plan
Statements of Net Assets Available for Plan Benefits as
of December 31, 2001 and 2000 and Statements of Changes
in Net Assets Available for Plan Benefits for each of the
three years in the period ended December 31, 2001 with
notes thereto and Report of Independent Public
Accountants thereon.
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:
June 21, 2002 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:
June 21, 2002 By: /s/ Stoney M. Stubbs, Jr.
-----------------------------------
Stoney M. Stubbs, Jr., Chairman of
the Board of Directors and
President
(Principal Executive Officer)
June 21, 2002 By: /s/ Charles G. Robertson *
-----------------------------------
Charles G. Robertson, Executive
Vice President and Director
June 21, 2002 By: /s/ F. Dixon McElwee*
----------------------------------
F. Dixon McElwee, Senior Vice
President and Chief Financial
Officer
June 21, 2002 By: /s/ Edgar O. Weller *
----------------------------------
Edgar O. Weller, Vice Chairman
of the Board of Directors
June 21, 2002 By: /s/ W. Mike Baggett*
----------------------------------
W. Mike Baggett, Director
June 21, 2002 By: /s/ Brian R. Blackmarr *
----------------------------------
Brian R. Blackmarr, Director
June 21, 2002 By: /s/ Leroy Hallman *
----------------------------------
Leroy Hallman, Director
June 21, 2002 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
Sequentially
Exhibit Description Numbered Page
- ------- ------------- -------------
23.1 Consent of Independent Public Accountants 8
99.2 Frozen Food Express Industries, Inc. 401(k) 9
Savings Plan Statements of Net Assets Available
for Plan Benefits as of December 31, 2001 and
2000 and Statements of Changes in Net Assets
Available for Plan Benefits for each of the
three years in the period ended December 31,
2001 with notes thereto and Report of
Independent Public Accountants thereon.