SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
_________________
AMENDMENT TO APPLICATION OR REPORT
Filed pursuant to Section 12,13, or 15(d) of the
THE SECURITIES EXCHANGE ACT OF 1934
USFREIGHTWAYS CORPORATION
COMMISSION NUMBER 0-19791
AMENDMENT NO. 1
The undersigned registrant hereby amends its Annual Report on Form 10-K for
the fiscal year ended December 31, 2000 by adding the Annual Report of the USF
Employees' 401K Retirement Plan on Form 11-K for the year ended December 31,
2000.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
USFREIGHTWAYS CORPORATION
By: /s/ Christopher L. Ellis
Christopher L. Ellis
Chief Financial Officer and Senior
Vice President, Finance
June 27, 2001
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE,
SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
[X]ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 for the fiscal year ended December 31, 2000 [FEE REQUIRED]
[ ]TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 for the transition period from _________ to _________ [NO
FEE REQUIRED]
COMMISSION NUMBER 0-19791
USF EMPLOYEES' 401K RETIREMENT PLAN
USFREIGHTWAYS CORPORATION
8550 W. Bryn Mawr Avenue, Suite 700
Chicago, Illinois 60631
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the Plan Committee of the USF Employees' 401K Retirement Plan have duly
caused this Annual Report to be signed on its behalf by the undersigned hereunto
duly authorized.
USF EMPLOYEES' 401K RETIREMENT PLAN
By Members of the Plan Committee administering
the USF Employees' 401K Retirement Plan
/s/ Christopher L. Ellis
Christopher L. Ellis
/s/ Gerard M. Klaisle
Gerard M. Klaisle
/s/ Stephen G. Dill
Stephen G. Dill
Date: June 27, 2001
USF EMPLOYEES' 401K RETIREMENT PLAN
FORM 11-K
FOR THE YEAR ENDED DECEMBER 31, 2000
FINANCIAL STATEMENTS AND SCHEDULES
December 31, 2000 and 1999
The following financial statements, supplementary schedules and exhibits
are filed as part of this Annual Report on Form 11-K of the USF Employees' 401K
Retirement Plan.
TABLE OF CONTENTS
FINANCIAL STATEMENTS
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
FINANCIAL STATEMENTS:
- -Statements of Net Assets Available for Benefits as of December 31, 2000
and 1999
- -Statements of Changes in Net Assets Available for Benefits for the Years Ended
December 31, 2000 and 1999
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
SCHEDULE SUPPORTING FINANCIAL STATEMENTS:
- -Schedule of Assets Held for Investment Purposes at the end of the year as of
December 31, 2000
All schedules, except as set forth above, are omitted as not applicable or
not required, or the required information is included in the financial
statements or notes thereto.
EXHIBITS
Exhibit 23-Consent of Independent Auditors
The following documents, filed with the Securities and Exchange Commission,
are incorporated by reference herein:
Form S-8 Registration Statement No. 33-57634 filed January 28, 1993 and
Prospectus dated January 28, 1993 covering 315,000 shares of Common Stock of
USFreightways Corporation pursuant to the USF Employees' 401K Retirement Plan.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Plan Administrative Committee of
USF Employees' 401K Retirement Plan:
We have audited the accompanying statements of net assets available for
benefits of the USF EMPLOYEES' 401K RETIREMENT PLAN as of December 31, 2000 and
1999, and the related statements of changes in net assets available for benefits
for the years then ended. These financial statements are the responsibility of
the Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for benefits of the USF
Employees' 401K Retirement Plan as of December 31, 2000 and 1999, and the
changes in net assets available for benefits for the years then ended, in
conformity with accounting principles generally accepted in the United States.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedule of assets held for
investment purposes at the end of year is presented for the purpose of
additional analysis and is not a required part of the basic financial statements
but is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The schedule is the responsibility of the Plan's
management. The supplemental schedule has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
Chicago, Illinois
June 22, 2001
USF EMPLOYEES' 401K RETIREMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
As of December 31, 2000 and 1999
2000 1999
ASSETS:
Investments at fair value (Note 3)-
Fidelity Managed Income Portfolio $8,410,469 7,912,711
Fidelity Retirement Money Market Portfolio 31,149,660 28,568,565
Fidelity Blue Chip Fund 46,457,583 49,389,466
Fidelity Growth Company Fund 91,343,933 88,764,629
Fidelity Intermediate Bond Fund 16,492,443 15,450,700
USFreightways Corp. Common Stock 7,421,544 10,109,876
Fidelity Magellan Fund 57,651,110 63,299,359
Aetna Real Estate Fund 893,389 1,590,895
Fidelity Asset Manager 5,052,862 4,104,071
Fidelity Equity Income Fund 8,851,319 8,128,569
Participant loans 9,383,792 8,010,053
---------- --------------
Total investments 283,108,104 285,328,894
----------- -------------
Receivables-
Participant contributions 599,272 801,689
Company contributions 2,226,677 1,847,582
----------- -------------
Total contributions receivable 2,825,949 2,649,271
----------- -------------
NET ASSETS AVAILABLE FOR BENEFITS $285,934,053 $287,978,165
============ ============
The accompanying notes are an integral part of these statements.
USF EMPLOYEES' 401K RETIREMENT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
For the Years Ended December 31, 2000 and 1999
2000 1999
INVESTMENT INCOME:
Dividend and interest income $ 18,087,875 $ 17,398,960
Net (depreciation) appreciation in fair
value of investments (Note 3) (35,606,894) 50,505,768
-------------- ------------
Total investment (loss) income (17,519,019) 67,904,728
-------------- ------------
CONTRIBUTIONS:
Participants 21,618,266 20,474,455
Company 10,319,755 10,360,343
------------- -------------
Total contributions 31,938,021 30,834,798
------------- -------------
OTHER DEDUCTIONS:
Benefits paid to participants (16,679,028) (17,122,686)
Administrative expenses (49,790) (42,652)
------------- -------------
Total deductions (16,728,818) (17,165,338)
------------- -------------
Transfers into the Plan (Note 1) 265,704 2,642,858
------------- -------------
Net change (2,044,112) 84,217,046
------------- -------------
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 287,978,165 203,761,119
------------ --------------
End of year $285,934,053 $287,978,165
============ =============
The accompanying notes are an integral part of these statements.
USF EMPLOYEES' 401K RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS AND SCHEDULE
December 31, 2000 and 1999
1.PLAN DESCRIPTION
The following description of the USF Employees' 401K Retirement Plan (the
"Plan") is provided for general information purposes only. More complete
information regarding the Plan provisions may be found in the Plan document.
General
The Plan is a defined contribution plan established by USFreightways
Corporation, the principal sponsor of the Plan, under provisions of Section
401(a) of the Internal Revenue Code ("IRC"). The Plan covers certain employees
of USFreightways Corporation, as well as certain employees of the following
adopting sponsors of the Plan, all of which are wholly owned subsidiaries of
USFreightways Corporation: USF Bestway Inc., USF Logistics Inc., USF Logistics
Services Inc., USF Distribution Services Inc., USF Dugan Inc., USF Sales
Corporation, USF Holland Inc., USF Reddaway Inc., USF Red Star Inc., USF Coast
Consolidators Inc., USF Caribbean Services, Inc., USF Worldwide, Inc., USF
Logistics (IMC) Inc., USF Glen Moore Inc., and World Trade Transport of Virginia
Inc.
In December 1999 USF Seko Worldwide Inc. merged into USF Worldwide Inc.
(formerly named Daher America Inc.). During 2000, USF Caribbean Services Inc.,
USF Coast Consolidators Inc. and Golden Eagle Group Inc. merged into USF
Worldwide Inc. and USF Logistics (TRICOR) Inc. merged into USF Logistics (IMC)
Inc.
During 2000, USF Distribution Services of Texas, Inc. adopted the Plan, and
as a result, transferred all of the trust assets of its predecessor plan of
$265,704 into the Plan.
During 1999, certain subsidiaries of Golden Eagle Group Inc. (Daher America
Inc. and World Trade Transport of Virginia Inc.) and USF Glen Moore Transport
Inc. adopted the Plan, and as a result, transferred all of the trust assets of
their respective predecessor plans of $2,642,858 into the Plan.
Hereafter, the principal and adopting sponsors of the Plan are referred to
collectively as "the Company" or individually as "each Company." All employees
of these subsidiaries are eligible to participate in the Plan after completing
one qualifying year of service, as defined. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"), as
amended. Unionized employees are excluded from participating in the Plan if they
have separately bargained for retirement benefits.
Plan Administration
The Plan is administered by the USF Plan Administrative Committee, which is
appointed by the Board of Directors of the Company. Plan assets were held by
Fidelity Institutional Retirement Services Company ("Fidelity") as Trustee for
the years ended December 31, 2000 and 1999.
Eligibility
Participants become eligible to enter the plan on January 1, April 1, July
1, or October 1, following the date the participant completes a qualifying year
of service.
Contributions
Eligible employees can contribute an amount up to 15% of their cash
compensation, as defined by the Plan, subject to certain limitations under the
IRC. Each Company may provide a matching contribution and/or nonelective
contribution subject to group discrimination limitations. The Company may also
contribute a discretionary amount. The Company made no discretionary
contributions during 2000 and 1999.
Vesting
Participants are fully vested at all times in their contributions, the
Company's matching and/or nonelective contribution, and plan earnings thereon.
Benefits
Upon termination of service due to death, disability, retirement, or
financial hardship, the participant or their beneficiary is entitled to
distribution of his or her account through an elected distribution method made
by the participant in accordance with the Plan's provisions.
Participant Accounts
Each participant's account is credited with the participant's contribution,
each Company's matching contribution (if applicable), each Company's nonelective
contribution (if applicable), the Company's discretionary contribution (if
applicable), and the Plan's earnings allocation. The allocation of plan earnings
is based on participant account balances, as defined. The benefit to which a
participant is entitled is the benefit that can be provided from the
participant's account.
Loans to Participants
Subject to such rules and limitations as may be established from time to
time, participants are allowed to borrow from employee deferral contributions,
rollover accounts, or any after-tax deferrals in their account subject to a
limit of the lesser of 50% of their vested account balance, or $50,000. The
interest rate on loans is the prime rate reported in The Wall Street Journal in
effect on the last day of the month preceding the loan request. Loan repayments
are normally made by payroll deductions, generally over a period not to exceed
five years at the election of the participant, with the exception of principal
residence loans, which may be extended over a longer period.
2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The accompanying financial statements are prepared on the accrual basis of
accounting.
The preparation of the financial statements in conformity with accounting
principles generally accepted in the United States requires the Plan's
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and changes therein, and disclosure of contingent assets
and liabilities. Actual results could differ from those estimates.
Income Recognition
Interest income is recorded as earned on the accrual basis. Dividend income
is recorded on the ex dividend date.
Investment Valuation
Cash equivalents are stated at cost, which approximates market value.
Marketable securities are stated at fair value. Securities traded on a national
securities exchange are valued at the last reported sales price on the last
business day of the year; investments traded in the over-the-counter market and
listed securities for which no sale was reported on the last day of the Plan
year are valued at the last reported bid price.
Net Appreciation in Fair Value of Investments
Net realized and unrealized appreciation (depreciation) is recorded in the
accompanying statements of changes in net assets available for benefits as net
appreciation in fair value of investments.
Administrative Expenses
The Company pays all administrative expenses of the Plan, except for
administrative fees related to servicing participant loans, broker fees and the
Real Estate Limited Partnership fees. The investment income of the trust is net
of any investment advisory fees charged by the managers.
Benefit Payments
Benefits are recorded when paid.
3.INVESTMENTS
The following presents investments that represent 5% or more of the Plan's
net assets:
December 31
2000 1999
Fidelity Retirement Money Market Portfolio $31,149,660 $28,568,565
Fidelity Blue Chip Growth Fund 46,457,583 49,389,466
Fidelity Growth Company Fund 91,343,933 88,764,629
Fidelity Intermediate Bond Fund 16,492,443 15,450,700
Fidelity Magellan Fund 57,651,110 63,299,359
=========== =========
During 2000 and 1999, the Plan's investments appreciated (depreciated)
(including gains and losses on investments bought and sold, as well as held
during the year) in value as follows:
2000 1999
Mutual funds $(32,032,160) $46,666,521
Common stock (3,574,734) 3,839,247
------------- ----------
Total $(35,606,894) $50,505,768
============ ===========
The Plan provides for investments in mutual funds, common stock that, in
general, are exposed to various risks, such as interest rate, credit and overall
market volatility risks. Due to the level of risk associated with certain
investment securities, it is reasonably possible that changes in the values of
investment securities will occur in the near term and that such changes could
materially affect the amounts reported in the statements of net assets available
for benefits.
4.TAX STATUS
The Plan has received a favorable determination letter from the Internal
Revenue Service dated March 10, 1995, stating that the Plan is qualified under
Section 401(a) of the Internal Revenue Code ("IRC") and, therefore, the related
trust is exempt from tax under Section 501(a) of the IRC. Once qualified, the
Plan is required to operate in conformity with the IRC to maintain its
qualification. The Plan has been amended since receiving the determination
letter. The plan administrator believes that the Plan is currently designed and
is being operated in compliance with the applicable requirements of the IRC.
5.PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA.
6.RECONCILIATION TO FORM 5500
The following is a reconciliation of net assets available for benefits per
the financial statements to the Form 5500:
December 31
2000 1999
Net assets available for benefits per the
financial statements $285,934,053 $287,978,165
Amounts allocated to withdrawing participants - (336,669)
------------ ------------
Net assets available for benefits
per the Form 5500 $285,934,053 $287,641,496
============ ============
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
Year Ended
Dec.31,2000
Benefits paid to participants per the
financial statements $(16,679,028)
Add- Amounts allocated to withdrawing
participants at December 31, 2000 -
Less- Amounts allocated to withdrawing
participants at December 31, 1999 (336,669)
------------
Benefits paid to participants per the Form 5500 $(16,342,359)
===========
7.SUBSEQUENT EVENTS
Effective January 1, 2001, employees will be eligible to participate in the
Plan after completing 90 days of service from date of hire and having worked at
least 250 hours within that period. Furthermore, the maximum employee
contribution percentage is increased from 15% to 20%.
USF EMPLOYEES' 401K RETIREMENT PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT
PURPOSES AT END OF YEAR
As of December 31, 2000
(Employer Identification Number 36-3790696, Plan Number 002)
Current
Identity of Issuer Description of Investment Value
*Fidelity Institutional
Retirement Services Fidelity Managed Income Portfolio $ 8,410,469
*Fidelity Institutional
Retirement Services Fidelity Retirement Money Market Portfolio 31,149,660
*Fidelity Institutional
Retirement Services Fidelity Blue Chip Fund 46,457,583
*Fidelity Institutional
Retirement Services Fidelity Growth Company Fund 91,343,933
*Fidelity Institutional
Retirement Services Fidelity Intermediate Bond Fund 16,492,443
*USFreightways Corp. USFreightways Corp. Common Stock 7,421,544
*Fidelity Institutional
Retirement Services Fidelity Magellan Fund 57,651,110
*Fidelity Institutional
Retirement Services Aetna Real Estate Fund 893,389
*Fidelity Institutional
Retirement Services Fidelity Asset Manager 5,052,862
*Fidelity Institutional
Retirement Services Fidelity Equity Income Fund 8,851,319
*Fidelity Institutional
Retirement Services Participant loans (interest rate
varies between 6.00% and 10.50%) 9,383,792
------------
$283,108,104
============
*Party in interest.
The accompanying notes are an integral part of this schedule.
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
of our report dated June 22, 2001, included in this Form 11-K, into the USF
Employees' 401K Retirement Plan's previously filed Registration Statement File
No. 33-57634 dated January 28, 1993.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
Chicago, Illinois
June 22, 2001