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, 1998.
[_] 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.
[X] Yes [_] No
At June 28, 1999, the latest practicable date, there were outstanding 16,306,240
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, 1998, 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 Savings Plan for Employees of
Frozen Food Express Industries, Inc. (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:
Filed as Items 14(a) 1 and 2 to Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1998 and
incorporated herein by reference.
3. Exhibits:
3.1 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 no. 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, 1998; SEC File Number 1-1006 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 1-1006 and incorporated herein by reference).
10.2 Amended and Restated Credit Agreement, dated December 30, 1992
among the registrant and its subsidiaries and First Interstate
Bank of Texas, N.A.: Texas Commerce Bank, National Association;
and First City, Texas - Dallas, as agent (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).
10.4 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).
10.5 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 and
incorporated herein by reference).
10.6 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 and incorporated herein by reference).
10.7 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 and incorporated
herein by reference).
10.8 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 and incorporated
herein by reference).
10.9 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 and incorporated herein by
reference).
10.10 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 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 FFE Transportation Services, Inc. 401(k) Wrap Plan (filed as
Exhibit 10.13 to Registrant's Annual Report on Form 10-K for the
year ended December 31, 1996 and incorporated herein by
reference).
10.13 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 year ended
December 31, 1998 and incorporated herein by reference).
10.14 Amendment to Frozen Food Express Industries, Inc. 1992 Incentive
and Nonstatutory Stock Option Plan (filed as Exhibit 10.15 to
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997 and incorporated herein by reference).
10.15 Amendment Number 2 to Frozen Food Express Industries, Inc. 1992
Incentive Stock Option Plan. (filed as Exhibit 10.16 to
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997 and incorporated herein by reference).
10.16 Frozen Food Express Industries, Inc., 401 (k) Savings Plan.
11.1 Computation of net income per share of common stock, assuming
full dilution (incorporation by reference to Footnote 7 to the
financial statements appearing in the Annual Report to
Shareholders of the Registrant for the year ending December 31,
1996 and incorporated herein by reference).
13.1 Annual Report to Shareholders of the Registrant for the year
ended December 31, 1998. 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 First Amendment on Form 10-K/A to
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998 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, 1998 and incorporated herein by
reference).
23.1 Consent of Independent Public Accountants
25.1 A Power of Attorney was filed on page 15 of the Annual Report on
Form 10-K for the fiscal year ended December 31, 1998 and is
incorporated herein by reference.
27.1 Financial Data Schedule (filed as Exhibit 27 to Registrant's
Annual Report on Form-10K for the fiscal year ended December 31,
1998 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, 1998 and 1997 and Statements of Changes in Net
Assets Available for Plan Benefits for each of the three years in
the period ended December 31, 1998 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, 1998
and 1997 and Statements of Changes in Net Assets Available for
Plan Benefits for each of the three years in the period ended
December 31, 1998 with notes thereto and Report of Independent
Public Accountants thereon.
99.3 Savings Plan for Employees of Frozen Food Express Industries,
Inc. Statements of Net Assets Available for Plan Benefits as of
December 31, 1998 and 1997 and Statements of Changes in Net
Assets Available for Plan Benefits for each of the three years in
the period ended December 31, 1998 with notes thereto and Report
of Independent Public Accountants thereon.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed by the undersigned hereunto
duly authorized.
CONWELL CORPORATION
EMPLOYEE STOCK OWNERSHIP PLAN
June 28, 1999 By: /s/ Stoney M. Stubbs, Jr.
-------------------------------------
Stoney M. Stubbs, Jr.
Member of the Administrative Committee
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed by the undersigned hereunto
duly authorized.
FFE TRANSPORTATION SERVICES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
June 28, 1999 By: /s/ Stoney M. Stubbs, Jr.
-------------------------------------
Stoney M. Stubbs, Jr.
Member of the Administrative Committee
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed by the undersigned hereunto
duly authorized.
SAVINGS PLAN FOR EMPLOYEES OF
FROZEN FOOD EXPRESS INDUSTRIES, INC.
June 28, 1999 By: /s/ Stoney M. Stubbs, Jr.
-------------------------------------
Stoney M. Stubbs, Jr.
Member of the Administrative Committee
6
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.
June 28, 1999 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 28, 1999 By: /s/ Stoney M. Stubbs, Jr. *
-------------------------------------
Stoney M. Stubbs, Jr., Chairman of the
Board of Directors and President
(Principal Executive Officer)
June 28, 1999 By: /s/ Charles G. Robertson *
-------------------------------------
Charles G. Robertson, Executive
Vice President and Director
June 28, 1999 By: /s/ F. Dixon McElwee *
-------------------------------------
F. Dixon McElwee, Senior Vice
President and Chief Financial Officer
June 28, 1999 By: /s/ Edgar O. Weller *
-------------------------------------
Edgar O. Weller, Vice Chairman
of the Board of Directors
June 28, 1999 By: /s/ W. Mike Baggett *
-------------------------------------
W. Mike Baggett, Director
June 28, 1999 By: /s/ Brian R. Blackmarr *
-------------------------------------
Brian R. Blackmarr, Director
June 28, 1999 By: /s/ Leroy Hallman *
-------------------------------------
Leroy Hallman, Director
June 28, 1999 By: /s/ Grogan Lord *
-------------------------------------
W. Grogan Lord, Director
June 28, 1999 By: /s/ T. Michael O'Connor *
-------------------------------------
T. Michael O'Connor, Director
* By: /s/ Stoney M. Stubbs, Jr.
-------------------------
Stoney M. Stubbs, Jr.
Attorney-in-Fact
7
EXHIBIT INDEX
-------------
Sequentially
Exhibit Description Numbered Page
------- ----------- -------------
10.16 Frozen Food Express Industries, Inc., 401 (k) Savings Plan.
23.1 Consent of Independent Public Accountants
99.1 FFE Transportation Services, Inc. Employee Stock Ownership
Plan Statements of Net Assets Available for Plan Benefits
as of December 31, 1998 and 1997 and Statements of Changes
in Net Assets Available for Plan Benefits for each of the
three years in the period ended December 31, 1997 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, 1998 and 1997 and Statements of Changes in
Net Assets Available for Plan Benefits for each of the
three years in the period ended December 31, 1998 with
notes thereto and Report of Independent Public Accountants
thereon.
99.3 Savings Plan for Employees of Frozen Food Express
Industries, Inc. Statements of Net Assets Available for
Plan Benefits as of December 31, 1998 and 1997 and
Statements of Changes in Net Assets Available for Plan
Benefits for each of the three years in the period ended
December 31, 1998 with notes thereto and Report of
Independent Public Accountants thereon.