UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1996
[ ] 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.
(Exact name of registrant as specified in its charter)
Texas 75-1301831
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1145 Empire Central Place, Dallas, Texas 75247-4309
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (214) 630-8090
Indicate by check mark whether the registrant (l) 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 [ ]
As of March 19, 1997, 16,701,063 shares of the registrant's common stock,
$l.50 par value, were outstanding.
Item 8 of the Form 10-K is amended by adding the financial statement and
supplementary data required to be filed on Form 10-K for the fiscal year ended
December 31, 1996.
On March 31, 1997, it came to the Registrant's attention that the
Registrant's Form 10-K which was filed with the Commission on March 27, 1997
omitted the information contained in Exhibit 13.1 filed herewith. Said
Exhibit is incorporated by reference into Registrant's Form 10-K filed with the
Commission on March 27, 1997, SEC File Number 1-10006.
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PART IV
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 on page 7
hereof are filed as part of this Annual Report.
Financial statement schedules are omitted since the required
information is not present or is not present in amounts
sufficient to require submission of the schedule, or because the
information required is included in the financial statements and
notes thereto.
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, as amended (filed as Exhibit 3.2 to
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1991; SEC File Number 1-10006 and
incorporated herein by reference).
10.1 Frozen Food Express Industries, Inc., 1987 Non-Employee Director
Stock Plan (filed as Exhibit 10.2 to Registrant's Annual Report
on Form 10-K for the fiscal year ended December 31, 1991; SEC
File Number 1-10006 and incorporated herein by reference).
10.2 Amended and Restated Credit Agreement, dated December 30, 1992,
among the registrant and its subsidiaries and Wells Fargo Bank
(formerly First Interstate Bank of Texas, N.A.), as agent; Texas
Commerce Bank, National Association; and The First National Bank
of Boston (filed as Exhibit 10.5 to Registrant's Annual Report
on Form 10-K for the fiscal year ended December 31, 1992; SEC
File Number 1-10006 and incorporated herein by reference).
10.3 First Amendment to amended and restated credit agreement
described at Exhibit 10.5 (filed as Exhibit 10.6 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).
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10.4 Form of Master Lease Agreement by and between Stoney M. Stubbs,
Jr., and Charles G. Robertson and Conwell Corporation. (Filed
as Exhibit 10.12 to Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1991; SEC File Number 1-10006
and incorporated herein by reference).
10.5 Frozen Food Express Industries, Inc., 1992 Incentive and
Nonstatutory Stock Option Plan (filed as Exhibit 4.3 to
Registrant's Registration #33-48494 as filed with the
Commission, and incorporated herein by reference).
10.6 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).
10.7 FFE Transportation Services, Inc., Executive Bonus and Phantom
Stock Plan, as amended (filed as Exhibit 10.7 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).
10.8 FFE Transportation Services, Inc., Employee Stock Ownership Plan
(filed as Exhibit 10.8 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 Savings Plan for Employees of Frozen Food Express Industries,
Inc. (filed as Exhibit 10.9 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).
10.10 Conwell Corporation Employee Stock Ownership Plan (filed as
Exhibit 10.10 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).
10.11 Amendment to Frozen Food Express Industries, Inc., 1992
Incentive and Nonstatutory Stock Option Plan (filed as Exhibit
10.11 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).
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10.12 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).
10.13 FFE Transportation Services, Inc. 401(k) Wrap Plan (filed as
Exhibit 10.13 to Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996; SEC File Number 1-10006 and
incorporated herein by reference).
10.14 First through Sixth Amendments to Savings Plan for Employees of
Frozen Food Express Industries, Inc. (filed as Exhibit 10.14 to
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996; SEC File Number 1-10006 and
incorporated herein by reference).
11.1 Computation of net income per share of common stock, assuming
full dilution (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,
1996).
13.1 Annual Report to Shareholders of the Registrant for the year
ended December 31, 1996. (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, 1996; SEC File Number 1-10006 and
incorporated herein by reference).
25.1 A Power of Attorney is found on page 14 of this Report (filed as
Exhibit 25.1 to Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996; SEC File Number 1-10006 and
incorporated herein by reference).
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27 Financial Data Schedule (filed as Exhibit 27 to Registrant's
Annual Report on Form 10-K for the fiscal year ended December
31, 1996; SEC File Number 1-10006 and incorporated herein by
reference).
(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.
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INDEX TO FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULES
COVERED BY REPORT OF INDEPENDENT
PUBLIC ACCOUNTANTS
Annual Report
to Shareholders
Consolidated Statements of Income -- Years ended December 31, 21
1996, 1995 and 1994
Consolidated Balance Sheets -- December 31, 1996 and 1995 22
Consolidated Statements of Cash Flows -- Years ended December 31, 23
1996, 1995 and 1994
Consolidated Statements of Shareholders' Equity -- Years ended 24
December 31, 1996, 1995 and 1994
Notes to Consolidated Financial Statements 25
Report of Arthur Andersen LLP, Independent Public Accountants 28
Supplementary Information -- Quarterly financial data (unaudited) 28
Financial statement schedules are omitted since the required information
is not present or is not present in amounts sufficient to require submission of
the schedule, or because the information required is included in the financial
statements and notes thereto.
The financial statements listed in the above index, which are included
in the Annual Report to Shareholders of Frozen Food Express Industries, Inc.,
for the year ended December 31, 1996, are hereby incorporated by reference,
and are filed herewith as Exhibit 13.1.
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Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
FROZEN FOOD EXPRESS INDUSTRIES, INC.
Date: March 31, 1997 By /s/ Burl G. Cott
-------------- ------------------------------------------------
Burl G. Cott
Senior Vice President
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.
Date: March 31, 1997 By /s/ Stoney M. Stubbs, Jr. *
-------------- ------------------------------------------------
Stoney M. Stubbs, Jr.,
Chairman of the Board of Directors and President
(Principal Executive Officer)
Date: March 31, 1997 /s/ Charles G. Robertson *
-------------- ------------------------------------------------
Charles G. Robertson
Executive Vice President and Director
Date: March 31, 1997 /s/ Edgar O. Weller *
-------------- ------------------------------------------------
Edgar O. Weller
Vice Chairman of the Board of Directors
Date: March 31, 1997 /s/ Brian R. Blackmarr *
-------------- ------------------------------------------------
Brian R. Blackmarr, Director
Date: March 31, 1997 /s/ Leroy Hallman *
-------------- ------------------------------------------------
Leroy Hallman, Director
Date: March 31, 1997 /s/ W. Grogan Lord *
-------------- ------------------------------------------------
W. Grogan Lord, Director
Date: March 31, 1997 /s/ T. Michael O'Connor *
-------------- ------------------------------------------------
T. Michael O'Connor, Director
* By: /s/Burl G. Cott
---------------
Burl G. Cott
Attorney-in-Fact
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