As filed with the Securities and Exchange Commission on May 21, 1997
Registration No. 333-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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USFreightways Corporation
(Exact Name of Registrant as Specified in its Charter)
Delaware 4213
(State or Other Jurisdiction of (Primary Standard Industrial
Incorporation or Organization) Classification Code Number)
36-3790696
(I.R.S. Employer Identification No.)
9700 Higgins Road, Suite 570
Rosemont, Illinois 60018
(847) 696-0200
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
John Campbell Carruth
9700 Higgins Road, Suite 570
Rosemont, Illinois 60018
(847) 696-0200
(Name, Address, Including Zip Code, and Telephone
Number, Including Area Code, of Agent for Service)
Copy to:
Richard C. Pagano
Vice President, General Counsel & Secretary
9700 Higgins Road, Suite 570
Rosemont, Illinois 60018
Telephone: (847) 692-0286
------------------------
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, 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 number of the earlier effective registration statement for the same
offering:
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box:
CALCULATION OF REGISTRATION FEE
- ------------------------------------------ --------------------- ----------------------- ---------------------- ==================
Proposed Maximum Proposed Maximum
Title of Each Class of Amount to be Offering Price Per Aggregate Offering Amount of
Securities to be Registered Registered Share(1) Price Registration Fee
- ------------------------------------------ --------------------- ----------------------- ---------------------- ==================
Common Stock, par value $.01 per share 15,564 shares $ 27.625 $429,955.50 $130.28
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(1) Calculated in accordance with Rule 457(c) based upon the last sales price
of the Common Stock on May 20, 1997.
The Registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
SUBJECT TO COMPLETION, DATED MAY 21, 1997
15,564 Shares
USFreightways Corporation
Common Stock
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This Prospectus covers 15,564 shares (the "Shares") of common
stock, par value $.01 per share (the "Common Stock"), of USFreightways
Corporation (the "Company") which may be offered and sold from time to time by
the Selling Stockholders named herein. See "Selling Stockholders." The Company
will not receive any of the proceeds from the sale of any of the Shares.
The Shares may be offered and sold from time to time by the Selling
Stockholders, or by pledgees, donees, transferees or other successors in
interest to the Selling Stockholders, directly or through broker-dealers or
underwriters who may act solely as agents, or who may acquire the Shares as
principals. The distribution of the Shares may be effected in one or more
transactions that may take place through the Nasdaq National Market, including
block trades or ordinary broker's transactions, or through privately negotiated
transactions, or through underwritten public offerings, or through a combination
of any such methods of sale, at market prices prevailing at the time of sale, at
prices related to such prevailing market prices or at negotiated prices. Usual
and customary or specially negotiated brokerage fees or commissions may be paid
by the Selling Stockholders in connection with such sales. See "Plan of
Distribution."
To the extent required, the specific number of Shares to be sold, the
names of the Selling Stockholders, purchase price, public offering price, the
names of any agent, dealer or underwriter, and any applicable commission or
discount with respect to a particular offering will be set forth in an
accompanying Prospectus Supplement. The aggregate proceeds to the Selling
Stockholders from the sale of the Shares will be the aggregate amount paid by
the purchasers less the aggregate agents' commissions and underwriters'
discounts, if any, and other expenses not borne by the Company. The Company has
agreed to bear certain expenses relating to the registration of the Shares under
applicable federal and state securities laws (currently estimated at $6,930) and
to any offering and sale hereunder not including certain expenses such as
commissions, discounts and fees of underwriters, dealers or agents attributable
to the sale of the Shares.
The Common Stock is traded on the Nasdaq National Market under the
symbol "USFC." On May 20, 1997, the last sale price of the Common Stock was
$ 27.625 per share.
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No person has been authorized to give any information or to make any
representation not contained in this Prospectus and, if given or made, such
information or representation should not be relied upon as having been
authorized by the Company or the Selling Stockholders. This Prospectus does not
constitute an offer of any securities other than the registered securities to
which it relates or an offer to any person in any jurisdiction where such offer
would be unlawful. The delivery of this Prospectus at any time does not imply
that information set forth herein is correct as of any time subsequent to its
date.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE. The date of this Prospectus is ___________, 1997.
AVAILABLE INFORMATION
The Company has filed a Registration Statement on Form S-3 under the
Securities Act of 1933, as amended (the "Securities Act"), with the Securities
and Exchange Commission (the "Commission") with respect to the shares offered by
this Prospectus. This Prospectus does not contain all of the information set
forth in the Registration Statement and the exhibits and schedules thereto which
the Company has filed with the Commission under the Securities Act. Statements
contained herein concerning the provisions of any documents are not necessarily
complete and, in each instance, reference is made to the copy of such documents
filed as an exhibit to the Registration Statement, and each such statement shall
be deemed qualified in its entirety by such reference.
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "1934 Act"), and in accordance
therewith files reports, proxy statements and other information with the
Commission. Such reports, proxy statements and other information filed by the
Company with the Commission may be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the following Regional Offices of the Commission: Northeast
Regional Office, 7 World Trade Center, Suite 1300, New York, New York 10048; and
Midwest Regional Office, Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies of such material can also be obtained from the
Public Reference Section of the Commission, at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. The Company is subject to the
electronic filing requirements of the Commission. Accordingly, pursuant to the
rules and regulations of the Commission, certain documents, including annual and
quarterly reports and proxy statements, filed by the Company with the Commission
have been or will be filed electronically. The Commission maintains a World Wide
Web site that contains reports, proxy and information statements and other
information regarding registrants that file electronically with the Commission
at http://www.sec.gov. The Company's Common Stock is listed on the Nasdaq
National Market under the symbol USFC, and such reports, proxy statements and
other information can also be inspected at the offices of the Nasdaq National
Market, Reports Section, 1735 Street, N.W., Washington, D.C. 20006.
INFORMATION INCORPORATED BY REFERENCE
The Company's Annual Report on Form 10-K for the fiscal year ended
December 28, 1996, the Company's Quarterly Report on Form 10-Q for the quarter
ended March 29, 1997, the description of the Company's Common Stock contained in
the Company's Registration Statement on Form 8-A declared effective February 12,
1992 and the Company's Current Report on Form 8-K dated as of January 7, 1997,
each of which has been filed with the Commission, are incorporated by reference
in this Prospectus.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act subsequent to the date of
this Prospectus and prior to the termination of the offering of the Common Stock
registered hereby shall be deemed to be incorporated by reference into this
Prospectus and to be a part hereof from the respective dates of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
and superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon written or oral request of such person, a copy of
any and all of the information that has been incorporated by reference in this
Prospectus, excluding exhibits. Such requests should be directed to
USFreightways Corporation, 9700 Higgins Road, Suite 570, Rosemont, Illinois
60018, Attention: Senior Vice President, Finance.
Telephone: (847) 696-0200.
THE COMPANY
USFreightways Corporation (the "Company") is a leader in the regional
less than truckload ("LTL") general transportation business. The Company owns a
group of five regional, general commodities motor carriers, which focuses on
overnight and second-day freight delivery and provides service throughout the
continental United States, Hawaii, Alaska, and to certain points in Canada. Over
70% of the Company's regional shipments are delivered within one day and over
95% within two days. The Company's logistics subsidiaries provide specialized
and dedicated services in management and distribution.
Typically, LTL carriers transport freight along scheduled routes from
multiple shippers to multiple consignees utilizing a network of terminals,
together with fleets of line-haul and pick-up and delivery tractors and
trailers. Freight is picked up from customers by local drivers and consolidated
for shipment. The freight is then loaded into intercity trailers and transferred
by line-haul drivers to the terminal servicing the delivery area. There, the
freight is transferred to local trailers and delivered to its destination by
local drivers.
LTL operators are generally categorized as regional, interregional or
long-haul carriers, depending on the distance freight travels from pick-up to
final delivery. Regional carriers usually have average lengths of haul of 500
miles or less and tend to provide either overnight or second-day service.
Regional LTL carriers usually are able to load freight for direct transport to a
destination terminal, thereby avoiding the costly and time-consuming use of
breakbulk terminals (where freight is rehandled and reloaded to its ultimate
destination). In contrast, long-haul LTL carriers (average lengths of haul in
excess of 1,000 miles) operate networks of breakbulk and satellite terminals
(hub and spoke systems) and rely heavily on interim handling of freight.
Interregional carriers (500 to 1,000 miles per average haul) also rely on
breakbulk terminals but to a lesser degree than long-haul carriers.
The Company's executive offices are located at 9700 Higgins Road, Suite
570, Rosemont, Illinois 60018. The Company's telephone number is (847) 696-0200.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of any
of the Shares by the Selling Stockholders named herein.
SELLING STOCKHOLDERS
The Company issued 15,564 shares of its Common Stock on May 21, 1997
pursuant to a certain Stock Purchase Agreement dated as of December 28, 1993
among the Company, Coast Consolidators, Inc., a California corporation ("Coast
Consolidators") and the Selling Stockholders as additional consideration for the
outstanding common stock of Coast Consolidators, which was privately owned by
the Selling Stockholders. Prior to December 28, 1993, the Selling Stockholders
had no material relationship with the Company or any of its predecessors or
affiliates within the prior three years. The following table sets forth for each
Selling Stockholder the number of Shares beneficially owned by such Selling
Stockholder prior to this offering, the maximum number of Shares to be offered
and sold from time to time by such Selling Stockholder and the number of Shares
beneficially owned by such Selling Stockholder after this offering. In each
case, the percentage of outstanding Shares held by each Selling Stockholder
prior to and after this offering represents less than one percent of the
outstanding Shares.
Number of Shares Maximum Number of Number of Shares
Beneficially Owned Shares Offered Beneficially Owned
Selling Stockholders Prior to Offering After Offering
-------------------- ------------------- ----------------- -------------------
Edward L. Provost 7,782 7,782 0
Todd Provost 7,782 7,782 0
PLAN OF DISTRIBUTION
The Company will not receive any proceeds from the sale of the Shares.
Each of the Selling Stockholders may sell his Shares directly or through
broker-dealers or underwriters who may act solely as agents, or who may acquire
shares as principals. The Shares may be sold from time to time by the Selling
Stockholders, or by pledgees, donees, transferees or other successors in
interest to the Selling Stockholders. The distribution of the Shares may be
effected in one or more transactions that may take place through the Nasdaq
National Market, including block trades or ordinary broker's transactions, or
through privately negotiated transactions, or through an underwritten public
offering, or through a combination of any such methods of sale, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. Usual and customary or specifically negotiated
brokerage fees or commissions may be paid by the Selling Stockholders in
connection with such sales.
The aggregate proceeds to the Selling Stockholders from the sale of the
Shares will be the aggregate amounts paid by purchasers of the Shares pursuant
to the offering less the aggregate agents' commissions and underwriters'
discounts, if any, and other expenses of issuance and distribution not borne by
the Company. The Selling Stockholders and any dealers or agents that participate
in the distribution of the Shares may be deemed to be "underwriters" within the
meaning of the Securities Act, and any profit on the sale of the Shares by them
and any commissions received by any such dealers or agents might be deemed to be
underwriting discounts and commissions under the Securities Act.
The Selling Stockholders may effect transactions by selling the Shares
directly or through broker-dealers acting either as principal or as agent, and
such broker-dealers may receive compensation in the form of usual and customary
or specifically negotiated underwriting discounts, concessions or commissions
from the Selling Stockholders.
To the extent required, the specific number of Shares to be sold, the
names of the Selling Stockholders, purchase price, public offering price, the
names of any agent, dealer or underwriter, and any applicable commission or
discount with respect to a particular offering will be set forth in an
accompanying Prospectus Supplement.
Under the Stock Purchase Agreement, the Company has agreed to bear
certain expenses relating to the registration of the Shares under applicable
federal and state securities laws (currently estimated to be $6,930) and to any
offering and sale hereunder not including certain expenses such as commissions,
discounts and fees of underwriters, dealers or agents attributable to the sale
of the Shares.
EXPERTS
The financial statements of the Company as of December 28, 1996 and
December 30, 1995, and for each of the years in the three-year period ended
December 28, 1996, have been incorporated by reference herein in reliance upon
the report of KPMG Peat Marwick LLP, independent certified public accountants,
also incorporated by reference herein, and given upon the authority of said firm
as experts in accounting and auditing.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby has been
passed upon for the Company by Sachnoff & Weaver, Ltd., Chicago, Illinois.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following are the estimated expenses in connection with the
distribution of the securities being registered:
SEC registration fee............................................130
Nasdaq National Market Listing fee............................2,000
Accounting fees and expenses..................................1,500
Attorneys' fees and expenses..................................2,500
Miscellaneous...................................................800
Total...................................................$6,930
Item 15. Indemnification of Directors and Officers
Article Six of the Registrant's Certificate of Incorporation ("Article
Six") is consistent with Section 102(b)(7) of the Delaware General Corporation
Law, which generally permits a company to include a provision limiting the
personal liability of a director in the Company's certificate of incorporation.
With limitations, Article Six eliminates the personal liability of the
Registrant's directors to the Registrant or its stockholders for monetary
damages for breach of fiduciary duty as a director. However, Article Six does
not eliminate director liability: (1) for breaches of the duty of loyalty to the
Registrant and its stockholders; (2) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; (3) for
transactions from which a director derives improper personal benefit; or (4)
under Section 174 of the Delaware General Corporation Law ("Section 174").
Section 174 makes directors personally liable for unlawful dividends and stock
repurchases or redemptions and expressly sets forth a negligence standard with
respect to such liability. While Article Six protects the directors from awards
for monetary damages for breaches of their duty of care, it does not eliminate
their duty of care. The limitations in Article Six have no effect on claims
arising under the federal securities laws.
With certain limitations, Section 13.1 of Article Thirteen of the
Registrant's By-laws ("Section 13.1") provides for indemnification of any of the
Registrant's past, present and future officers and directors against liabilities
and reasonable expenses incurred in any criminal or civil action by reason of
such person's being or having been an officer or director of the Registrant or
of any other corporation which such person serves as such at the request of the
Registrant. Indemnification under Section 13.1 is limited to officers and
directors who have acted in good faith and in a manner they reasonably believed
to be in the best interests of the Registrant. Any questions regarding whether
the officer or director has met the required standards of conduct are to be
answered by (1) the majority of disinterested directors, (2) a written opinion
of a reputable disinterested legal counsel selected by the Board, or (3) the
stockholders. Indemnification rights under Section 13.1 are non-exclusive. In
the event of an officer's or director's death, such person's indemnification
rights shall extend to his or her heirs and legal representatives. Rights under
Section 13.1 are severable, and if any part of that section is determined to be
invalid for any reason, all other parts remain in effect.
Under Section 145 of the Delaware General Corporation Law, directors
and officers, as well as other employees and individuals, may be indemnified
against expenses (including attorneys' fees), judgments, fines, amounts paid in
settlement in connection with specified actions, suits or proceedings, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation - a "derivative action") if they acted in good
faith and in a manner they reasonably believed to be in, or not opposed to, the
best interests of the corporation, and, with respect to criminal actions or
proceedings, had no reasonable cause to believe their conduct was unlawful. A
similar standard of care is applicable in the case of derivative actions, except
that indemnification only extends to expenses (including attorneys' fees)
incurred in connection with the defense or settlement of such an action, and the
Delaware General Corporation Law requires court approval before there can be any
indemnification where the person seeking indemnification has been found liable
to the corporation.
Item 16. Exhibits
A list of the exhibits included as part of this Registration Statement
is set forth in the Exhibit Index which immediately precedes such exhibits and
which is incorporated herein by reference.
Item 17. Undertakings
(a)....................... The undersigned Registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement;
(i).... To include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration Statement
(notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective Registration Statement); and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement.
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) or the Securities
and Exchange Act of 1934 that are incorporated by reference in the Registration
Statement.
2. That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
3. To remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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 Registration
Statement, or amendment thereto, to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Chicago and State of Illinois on the
21st day of May, 1997.
USFREIGHTWAYS CORPORATION
By:/s/ Christopher L. Ellis
Senior Vice President, Finance and
Chief Financial Officer
POWER OF ATTORNEY
The undersigned hereby authorizes and appoints, Christopher L. Ellis,
Robert S. Owen and Richard C. Pagano, and each of them, with full power of
substitution and full power to act without the other, as my true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for me and in my name, place and stead, and to execute and file in my name and
on my behalf, individually and in all capacities as an officer or director of
USFreightways Corporation, Registration Statements on Form S-3 and any and all
amendments to, with the Securities and Exchange Commission.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
May 21, 1997
/s/ John Campbell Carruth *
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John Campbell Carruth President, Chief Executive Officer
and Director (Principal Executive
Officer)
May 21, 1997
/s/ Christopher L. Ellis
- --------------------------
Christopher L. Ellis Senior Vice President, Finance and
Chief Financial Officer (Principal
Financial Officer
May 21, 1997
/s/ Robert S. Owen
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Robert S. Owen Vice President and Controller
(Principal Accounting Officer)
/s/ Morley Koffman * May 21, 1997
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Morley Koffman Chairman of the Board and Director
/s/ Robert V. Delaney * May 21, 1997
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Robert V. Delaney Director
/s/ Robert P. Neuschel * May 21, 1997
- -------------------------
Robert P. Neuschel Director
/s/ John W. Puth * May 21, 1997
- -------------------------
John W. Puth Director
/s/ Neil A. Springer * May 21, 1997
- -------------------------
Neil A. Springer Director
/s/ William N. Weaver * May 21, 1997
- -------------------------
William N. Weaver Director
*By: /s/ Christopher L. Ellis
- -----------------------------
Christopher L. Ellis,
Attorney-in-Fact
EXHIBIT INDEX
Exhibit Number Description of Exhibit
4.1 Specimen Common Stock Certificate *
5 Opinion of Sachnoff & Weaver, Ltd.
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Sachnoff & Weaver, Ltd. (included in Exhibit 5)
________________________
* Incorporated herein by reference to the Registration Statement on Form S-1
(33-44384) as filed with the SEC on December 6, 1991.