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SECURITIES AND EXCHANGE COMMISSION
FORM 10-K
Washington, D.C. 20549
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (FEE REQUIRED)
For the Fiscal Year Ended December 31, 1995
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from ___________________ to ___________________
Commission File No. 34-0-17570
AMERICAN FREIGHTWAYS CORPORATION
(Exact name of registrant as specified in its charter)
Arkansas 74-2391754
(State or other jurisdiction (I.R.S. Employer Identification Number)
of incorporation or organization)
2200 Forward Drive 72601
Harrison, Arkansas (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including Area Code: (501) 741-9000
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
(Title of class)
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 Act of 1934 during
the preceding 12 months (or 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
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
Aggregate market value of voting stock held by nonaffiliates of the
registrant at January 30, 1996: $320,961,840.30.
Number of shares of common stock outstanding at January 30, 1996:
30,936,081.
The Registrant's Annual Report to Shareholders for the fiscal year ended
December 31, 1995 is incorporated by reference into Parts II and IV.
The Proxy Statement for Registrant's March 14, 1996 Annual Meeting is
incorporated by reference into Parts III and IV.
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TABLE OF CONTENTS
ITEM PAGE
- ---- ----
PART I
1. and 2. Business and Properties 1
3. Legal Proceedings 5
4. Submission of Matters to a Vote of Security Holders 5
PART II
5. Market for Registrant's Common Equity
and Related Stockholder Matters 6
6. Selected Financial Data 7
7. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9
8. Financial Statements and Supplementary Data 9
9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure 9
PART III
10. Directors and Executive Officers of the Registrant 10
11. Executive Compensation 10
12. Security Ownership of Certain Beneficial
Owners and Management 10
13. Certain Relationships and Related Transactions 10
PART IV
14. Exhibits, Financial Statement Schedules and
Current Reports on Form 8-K 11
Signatures 14
Financial Statements and Financial Statement Schedules 15
PART I
ITEMS 1 AND 2. BUSINESS AND PROPERTIES
THE COMPANY
American Freightways is a scheduled common and contract carrier transporting
primarily less-than-truckload (LTL) shipments of general commodities. As of
January 1, 1996, the Company serves all points in Alabama, Arkansas, Colorado,
Delaware, Florida, Georgia, Illinois, Indiana, Iowa, Kansas, Kentucky,
Louisiana, Maryland, Mississippi, Missouri, Nebraska, North Carolina, Ohio,
Oklahoma, South Carolina, Tennessee, Texas, Virginia, West Virginia, Wisconsin
and a portion of Minnesota and provides service to the ten provinces of Canada
through an exclusive alliance with Day & Ross, a Canadian less-than-truckload
carrier headquartered in Hartland, New Brunswick, Canada.
THE LTL INDUSTRY
LTL carriers generally handle shipments from multiple shippers to multiple
consignees on a scheduled basis. Carriers are classified as regional,
interregional or national depending on their average length of haul. Regional
carriers typically have an average length of haul of under 500 miles,
interregional have an average length of haul of between 500 and 1,000 miles and
national carriers, have coverage from coast to coast, with an average length of
haul over 1,000 miles. American Freightways, with an average length of haul of
588 miles for 1995, and all points coverage in 25 states effective January 1,
1996, is an interregional carrier targeting shipments within several regions to
increase density within its network. American Freightways competes against each
class of LTL carrier and to a lesser extent, truckload carriers, railroads and
overnight package carriers.
In general, the more business an LTL carrier has within a given geographical
area, the lower its incremental operating costs. This is particularly true with
respect to its pickup and delivery operation where there is less distance
between stops and more shipments per stop. Similarly, the more business a
carrier experiences in a given traffic lane (or route), resulting in greater
linehaul density, the lower its incremental costs. Other areas such as computer
operations, sales, collections, purchases of equipment, fuel, tires, parts,
insurance, supplies and corporate management also lend themselves to economies
of scale. More LTL freight moves short distances than long distances.
Typically, national carriers are less effective from an operational, service or
cost standpoint in short-haul markets. Thus, due to greater activity in a given
region, a regional or interregional carrier may achieve greater economies in
such regions or markets than a national carrier.
The industry experienced significant overcapacity in 1995 as a result of
carriers expanding fleets based on a very strong 1994 coupled with an economic
slowdown in the second half of 1995. This overcapacity resulted in aggressive,
discounted pricing in the LTL industry during 1995, particularly during the
second half of the year.
Congress passed legislation in 1994 deregulating intrastate traffic, freight
moving within the borders of a given state, effective January 1, 1995. Prior to
the deregulation, the Company had intrastate operating authority in Arkansas,
Louisiana and Kansas. The Company provides intrastate service to all the states
in which it operates.
The Interstate Commerce Commission (ICC), the agency exercising regulatory
authority over the transportation industry, was closed effective December 31,
1995, and its remaining responsibilities
1
transferred to the Department of Transportation (DOT). The Company does not
anticipate any adverse impact as a result of this action.
EXPANSION
The history of American Freightways has been growth. Thirteen years ago, the
Company began serving all points in one state, Arkansas. Today the Company's
all-points service coverage extends to 25 states. Perhaps the most
distinguishing feature of the Company's operations is this all-points coverage.
Management knows of no other LTL carrier that duplicates this coverage.
The Company began operations by opening 20 terminals on October 25, 1982.
From 1983 through 1985, 11 terminals were added to the system, including
Chicago, Illinois; Oklahoma City and Tulsa, Oklahoma; and Houston, Texas.
Thirteen terminals were added in 1986, 20 terminals in 1987, 12 terminals in
1988, nine terminals in 1989, 15 terminals in 1990, 11 terminals in 1991 and ten
terminals in 1992. During 1993, the opening of seven new terminals in the state
of Georgia and nine new terminals in the state of Kentucky brought all-points
coverage to these two states as well as the southern portions of the states of
Indiana and Ohio. During 1994, the Company opened 14 new terminals in Indiana
and Ohio.
The Company's most aggressive expansion to date was in 1995. On January 1,
1995, the Company opened 13 terminals and extended its all-points coverage to
North Carolina and South Carolina. On April 17, 1995, terminals were opened at
Colorado Springs, Denver, Fort Collins and Pueblo, Colorado; Des Moines, Iowa;
Madison and Milwaukee, Wisconsin; Minneapolis/St. Paul, Minnesota; and Omaha,
Nebraska. On July 10, twelve additional terminals were opened extending the
Company's all-points coverage to Colorado, Iowa, Nebraska and Wisconsin. On
August 14, 1995, the Company opened seven terminals in Florida to provide all-
points coverage to the state. On January 1, 1996, the Company opened 12
terminals to provide all-points coverage to Delaware, Maryland, Virginia and
West Virginia. Also, on January 1, 1996, the Company extended its coverage to
all 10 Canadian provinces through an exclusive partnership with Day & Ross, one
of Canada's leading less-than-truckload carriers. Day & Ross, Inc. is part of
the Day & Ross transportation group, Canada's largest truck transportation
conglomerate and is a wholly-owned subsidiary of Canadian-based McCain Food
Company. The aggressive expansions of service territory initiated by the
Company during 1995 contributed to an increase in salaries, wages and benefits
as a percentage of operating revenue. Salaries, wages and benefits were
disproportionately high in relation to operating revenue as new associates were
added to establish an operating base within the expansion territories and to
maintain service standards. Plans for expansions of service territory during
1996 are less aggressive than those initiated during 1995.
SERVICE FEATURES
The principal service features of American Freightways are its all-points
coverage, scheduled LTL service, clean and efficient fleet, total information
services, its customer satisfaction and cargo care programs, and its total
quality and people development processes.
All-Points Coverage. To differentiate itself from its competitors, the
Company offers all-points coverage to entire states. This feature fulfills
shippers' needs by simplifying how freight is routed and assuring that the
Company's service standards will apply from pickup through delivery.
Scheduled LTL Service. The Company publishes very compressed service
standards between the points in its system. It maintains scheduled runs between
the terminals each night to ensure that these standards are met. The Company's
consistent achievement of these standards results in a high rate of customer
retention which, together with the Company's vigorous pursuit of new customers,
has resulted in sustained growth.
2
Clean and Efficient Fleet. The Company's policy is to purchase equipment
having uniform specifications that are, to the greatest possible extent,
compatible with design improvements and resale values. This standardization
enables the Company to simplify mechanic and driver training, to control the
cost of spare parts and tire inventory, and in general to provide for a more
efficient vehicle maintenance program. American Freightways utilizes twin
trailers for movement of almost 100% of the freight among its terminals to gain
greater flexibility. The use of twin trailers (which can be operated singly or
in tandem) provides more options for the achievement of the Company's service
standards. At December 31, 1995, the Company utilized 11,173 van trailers,
9,787 of which were twin trailers, and 4,521 tractors. The average ages of the
tractors and trailers were 2.7 and 3.3 years, respectively, at December 31,
1995.
Total Information Services. An important aspect of customer service is the
instantaneous access by shippers to information concerning their shipments and
the Company's performance. The Company is committed to providing accurate and
timely information to the relevant person as needed. Accordingly, American
Freightways provides its customers the ability to customize information they
need and how and when they receive it.
Customer Satisfaction. The Company recognizes that it is in the customer
satisfaction business as well as the transportation business. In recognition of
its commitment to customer satisfaction, American Freightways maintains a
Customer Satisfaction Department and a Cargo Care Department. Access to each is
provided through the use of nationwide toll-free telephone lines. Management
believes American Freightways was the first LTL carrier to create a department
to deal exclusively with customer satisfaction. The Customer Satisfaction
Department is an integral part of an effort to make American Freightways
accessible and accountable to its customers, providing special attention to
customers' needs such as tracing freight, expediting shipments, and meeting
unusual delivery requirements. The Cargo Care Department educates Company
personnel on the correct care of shipments, such as proper loading to avoid loss
and damage. This department also assists customers with proper packaging of
shipments and settles cargo claims with customers.
Total Quality Process. The Company has for over six years utilized a "Total
Quality Process" to improve the quality and efficiency of its services. The
quality process involves management, education and training techniques, some of
which are developed by associates. These techniques are designed to, among
other things, identify and complete job responsibilities, including
identification of customer needs. The process measures improvement in associate
performance, enhances communication among management and associates and provides
a common Company language. Implementation of this process is accomplished with
customer satisfaction surveys, performance benchmarking and educating of
personnel. The total quality initiative is ongoing. The Company has committed
additional resources in 1996 to the process to further integrate the process
into operations and expand associate education.
People Development Process. The building blocks for American Freightways have
always been its people and its business principles. To continue its growth, the
Company must continue to attract, retain and educate quality people who can and
will grow with the Company. To facilitate this process, the Company initiated,
in 1993, a "People Development Process" in which Company personnel at all levels
and in all functions receive training on Company principles, job
responsibilities and skills critical to performance of their responsibilities.
The Company's people follow six business principles:
. Take care of our customers
. Take care of our people
. Honor our commitments
3
. Work hard, work smart and safely and work together
. Make the most of resources
. Have fun!
At December 31, 1995, the Company employed 8,867 people, including 4,494
drivers, 2,293 dock workers and 227 mechanics and other maintenance personnel.
All drivers utilized by American Freightways are selected in accordance with
specific Company guidelines relating primarily to safety records and driving
experience. Drivers, as well as dockmen and mechanics, are required to pass
drug tests upon employment, randomly and for cause. State and federal
regulations require drug testing of drivers and require drivers to comply with
commercial driver's licensing requirements. Management believes that the
Company is substantially in compliance with these regulations.
The Company has not experienced a shortage of qualified drivers in the past,
and management does not expect a significant shortage in the near future.
None of the Company's personnel is currently represented by a collective
bargaining unit. From time to time, associates of a particular terminal or
facility may vote on representation by a collective bargaining unit. Management
of the Company cannot predict the outcome of future elections. However, it
believes any outcome will not have a material adverse affect on the Company's
competitive position, operations or financial condition. In the opinion of
management, the Company's relationship with its drivers, other associates and
independent contractors is excellent. The Company's policy is to share its
success with its associates through increased wages and benefits.
MARKETING
The Company's marketing strategy emphasizes to the customer the value of the
Company's reliable performance and innovative services. This has resulted in a
high level of repeat business from existing customers, which is used as a
springboard for business in the areas to which the Company expands. American
Freightways also aggressively seeks new customers as it expands its service
territory.
The Company established a national advertising program in 1984, utilizing
full-page, four-color ads in national transportation and distribution magazines.
American Freightways also utilizes direct mail advertising and surveys its
customers to solicit suggestions for improvements in its services.
The Company has designed and implemented its own 48-state class rate tariff
and rules tariff with simplified formats.
TECHNOLOGY
American Freightways is a leader in the use of advanced technology to increase
the value of service to its customers and to lower the cost of providing this
service. The Company uses computer and electronic technology to compress time
in the performance of operating and other processes and to compress the number
of levels within the organization necessary to complete tasks. From the
customer's call for a pickup through the capture of a signature verifying
delivery of the freight, the Company's information technology captures
information on the status of each shipment. In most cases the recovery of the
data is achieved automatically as the freight is moved. See also "Service
Features - Total Information Services."
TERMINALS
The Company owns its general office located in Harrison, Arkansas and 68
terminal facilities in 16 states. At December 31, 1995, 118 of the Company's
terminals were leased. The terms of the leases on the
4
facilities range from month-to-month to ten years. The Company prefers to lease
when suitable facilities are available; however, it may be necessary to
construct or acquire additional facilities when facilities of sufficient size
are not available for lease.
One of the principal features distinguishing American Freightways from its
competitors is its extensive terminal network, placing terminals nearer to the
customer. During 1995, the Company added terminal capacity through the purchase
of existing facilities, the construction of new terminals or additions to
existing terminals in several strategic locations such as Anniston, Alabama; Des
Moines, Iowa; Indianapolis, Indiana; Wichita, Kansas; Louisville, Kentucky; Lake
Charles and Shreveport, Louisiana; Columbia, Joplin, Kansas City and
Springfield, Missouri; Columbus and Toledo, Ohio; Lewisburg, Tennessee; and
Bryan, San Antonio, Victoria and Waco, Texas. In addition, the Company added
twelve terminals to provide service to Delaware, Maryland, Virginia and West
Virginia on January 1, 1996. The Company presently has under construction a 230
door facility in Atlanta, Georgia, which will be completed during the second
half of 1996, and has plans to purchase or construct seven additional terminals
in 1996.
At December 31, 1995, the Company's terminal network consisted of 186
terminals. Of these terminals, 176 were managed by Company associates and 10
were operated and managed by 7 independent contractors. Company-operated
terminals involve relatively fixed costs (such as operating taxes, salaries and
wages and depreciation), whereas costs of independent contractor-operated
terminals generally are variable as a flat percentage of revenue. It is
American Freightways' intent to primarily utilize Company-operated terminals in
future expansions.
ITEM 3. LEGAL PROCEEDINGS
The Company is a party to routine litigation incidental to its business,
primarily involving claims for personal injuries and property damage incurred in
the transportation of freight. The Company believes adverse results in one or
more of these cases would not have a material adverse effect on its competitive
position, financial position or its results of operations. The Company
maintains insurance in an amount which Management believes is currently
sufficient to cover its risks.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
5
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
American Freightways Corporation's Common Stock is traded under the symbol
"AFWY" on the National Market System of the National Association of Securities
Dealers Automated Quotation System (NASDAQ). The following table sets forth,
for the periods indicated, the range of high and low prices for the Company's
Common Stock as reported by NASDAQ through January 30, 1996. The latest price
for the Company's Common Stock on January 30, 1996, as reported by the NASDAQ
was $10.38 per share. At January 30, 1996, there were approximately 2,784
holders of record of the Company's Common Stock.
PERIOD HIGH LOW
----------------------------------------------------------
FISCAL YEAR 1994:
First Quarter 20-3/4 15-1/2
Second Quarter 21-3/4 18-1/4
Third Quarter 24-7/8 20-3/4
Fourth Quarter 24-3/8 17-3/4
FISCAL YEAR 1995:
First Quarter 24-1/8 18-5/8
Second Quarter 24-1/4 18-3/8
Third Quarter 24 13-3/4
Fourth Quarter 15-1/8 9-7/8
FISCAL YEAR 1996:
First Quarter (through January 30, 1996) 12-5/8 10-1/8
The Company has not paid cash dividends in the past and does not intend to
pay cash dividends in the foreseeable future. Under certain of the Company's
loan agreements, the Company is subject to certain restrictions on its
ability to pay dividends. See Note 3 to the Consolidated Financial
Statements incorporated by reference herein.
6
ITEM 6. SELECTED FINANCIAL DATA
The following selected financial data is derived from consolidated financial
statements of the Company. The data should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the Consolidated Financial Statements, related notes and other
financial information included elsewhere herein.
YEARS ENDED DECEMBER 31
(Dollars in thousands, except per share data) 1991 1992 1993 1994 1995
-----------------------------------------------------
INCOME STATEMENT DATA:
Operating revenue.............................. $198,258 $262,011 $328,464 $465,588 $572,100
Operating expenses and costs:
Salaries, wages and benefits.................. 94,312 125,152 168,770 247,049 335,167
Operating supplies and
expenses..................................... 12,084 17,169 22,099 30,710 38,667
Operating taxes and licenses.................. 7,218 9,647 12,340 19,251 24,434
Insurance..................................... 7,011 8,705 7,891 15,360 21,595
Communications and utilities.................. 3,484 4,357 6,907 9,117 11,040
Depreciation and amortization................. 14,541 17,059 21,519 27,888 37,560
Rents and purchased
transportation............................... 31,877 39,683 42,250 45,633 46,405
Other......................................... 11,848 13,895 15,782 20,880 26,469
-----------------------------------------------------
Total operating expenses..................... 182,375 235,667 297,558 415,888 541,337
-----------------------------------------------------
Operating income............................... 15,883 26,344 30,906 49,700 30,763
Interest expense............................... (3,642) (4,844) (4,246) (6,832) (10,198)
Other income, net.............................. 312 453 329 442 415
Gain (loss) on disposal of
assets......................................... (3) 9 1 292 329
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Income before income taxes, extraordinary
charge and cumulative effect of
accounting change.............................. 12,550 21,962 26,990 43,602 21,309
Income taxes................................... 4,518 8,016 10,238 16,571 8,226
-----------------------------------------------------
Income before extraordinary charge and
cumulative effect of accounting change......... 8,032 13,946 16,752 27,031 13,083
Extraordinary charge for early retirement
of debt, net of tax benefit of $205............ - - - (335) -
Cumulative effect of accounting change......... - (383) - - -
-----------------------------------------------------
Net income..................................... $ 8,032 $ 13,563 $ 16,752 $ 26,696 $ 13,083
=====================================================
Per share:
Income before extraordinary charge and
cumulative effect of accounting change....... $ 0.30 $ 0.50 $ 0.59 $ 0.89 $ 0.42
Extraordinary charge.......................... - - - (0.01) -
Cumulative effect of
accounting change............................ - (0.02) - - -
-----------------------------------------------------
Net income.................................... $ 0.30 $ 0.48 $ 0.59 $ 0.88 $ 0.42
=====================================================
Average shares outstanding (000's)............. 26,644 28,132 28,581 30,357 31,334
Proforma Data (1):
Net income..................................... $ 7,807 $ 13,946 $ 16,752 $ 26,696 $ 13,083
Net income per share........................... $ 0.29 $ 0.50 $ 0.59 $ 0.88 $ 0.42
7
YEARS ENDED DECEMBER 31
1991 1992 1993 1994 1995
--------- --------- --------- --------- ---------
BALANCE SHEET DATA:
(Dollars in thousands)
Current assets...................... $ 58,129 $ 34,729 $ 37,660 $ 54,247 $ 77,213
Current liabilities................. 18,218 19,348 35,083 44,378 52,514
Total assets........................ 168,131 175,531 251,130 355,348 477,762
Long-term debt (including
current portion).................... 70,896 55,304 97,537 111,181 197,631
Shareholders' equity................ 74,636 89,709 109,460 177,180 195,434
Working capital..................... $ 39,911 $ 15,381 $ 2,577 $ 9,869 $ 24,699
Debt to equity ratio................ 0.95 0.62 0.89 0.63 1.01
Return on shareholders' equity...... 14.5% 16.5% 16.8% 18.6% 7.0%
KEY OPERATING STATISTICS:
Operating ratio..................... 92.0% 89.9% 90.6% 89.3% 94.6%
Total tractors...................... 1,634 1,955 2,453 3,344 4,521
Terminals........................... 111 116 132 144 186
Number of employees................. 3,058 3,655 4,964 6,506 8,867
Gross tonnage hauled (000's)........ 1,238 1,615 2,051 2,759 3,380
Shipments (000's)................... 2,179 2,654 3,237 4,267 5,486
Average length of haul.............. 454 525 550 567 588
Linehaul load factor (tons)......... 9.96 10.79 10.90 10.96 10.91
Revenue per hundred weight.......... $ 8.01 $ 8.11 $ 8.01 $ 8.46 $ 8.48
(1) Assumes the change in accounting method for recognition of revenue as
required by EITF 91-9 occurred January 1, 1991.
8
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
This Item is incorporated by this reference to Registrant's Annual Report to
Shareholders for the fiscal year ended December 31, 1995, pages 20 through 26.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The report of independent auditors and consolidated financial statements
included on pages 27 through 35 of the Annual Report to Shareholders for the
year ended December 31, 1995, are incorporated herein by reference.
Quarterly Results of Operations on page 34 of the Annual Report to
Shareholders for the year ended December 31, 1995, is incorporated herein by
reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
9
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT
The executive officers and directors of American Freightways as of January 30,
1996, are as follows:
NAME AGE POSITION
---- --- --------
F. S. (Sheridan) Garrison 61 Chairman of the Board of Directors, President
and Chief Executive Officer
Tom Garrison 35 Vice President; Secretary/Treasurer;
Director
Frank Conner 46 Executive Vice President-Accounting & Finance;
Chief Financial Officer; Director
Tony R. Balisle 57 Executive Vice President-Operations; Director
Ben A. Garrison 64 Director
T. J. Jones 59 Director
Ken Reeves 48 Director
Will Garrison 32 Vice President; Director
Daniel Garrison 41 Account Executive
Joe Dobbs 49 Vice President-Properties
James Hearn 61 Vice President-Maintenance
The remainder of this Item 10, Directors and Executive Officers of the
Registrant, is incorporated by this reference to Registrant's Notice and Proxy
Statement for its Annual Meeting of Shareholders to be held on Thursday,
March 14, 1996.
ITEM 11. EXECUTIVE COMPENSATION
This Item is incorporated by this reference to applicable portions of the
Registrant's Notice and Proxy Statement for its 1996 Annual Meeting of
Shareholders to be held on Thursday, March 14, 1996.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
This Item is incorporated by this reference to applicable portions of the
Registrant's Notice and Proxy Statement for its 1996 Annual Meeting of
Shareholders to be held on Thursday, March 14, 1996.
ITEM 13. CERTAIN RELATIONSHIPS AND TRANSACTIONS
This Item is incorporated by this reference to applicable portions of the
Registrant's Notice and Proxy Statement for its 1996 Annual Meeting of
Shareholders to be held on Thursday, March 14, 1996.
10
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) (l) and (2) The response to this portion of Item 14 is submitted as a
separate section of this report.
(3) The exhibits as listed in the Exhibit Index, are submitted as a
separate section of this report.
(b) Current Reports on Form 8-K:
None.
(c) See Item 14(a)(3) above.
(d) The response to this portion of Item 14 is submitted as a separate section
of this report.
11
INDEX TO EXHIBITS
3(a) Amended and Restated Articles of Incorporation incorporated by reference
to Registrant's Form 10-Q for the quarterly period ending March 31, 1995.
3(b) Amended and Restated Bylaws of American Freightways Corporation
incorporated by reference to Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1992.
10(a) Note Agreement among Prudential Capital Corporation, the Registrant and
certain subsidiaries dated December 5, 1991 incorporated by reference to
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1991.
10(b) Credit Agreement among NationsBank of Texas, N. A., as Agent, the
Registrant and certain subsidiaries dated April 14, 1992 incorporated by
reference to Registrant's Form 10-Q for the quarterly period ended
March 31, 1992.
10(c) Amendment Number 1 to Note Agreement among Prudential Capital
Corporation, the Registrant and certain subsidiaries dated December 5,
1991 incorporated by reference to Registrant's Form 10-Q for the
quarterly period ended June 30, 1992.
10(d) Promissory Note among NationsBank of Texas, N.A., the Registrant and
certain subsidiaries dated August 15, 1992, incorporated by reference to
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1992.
10(e) First Amendment to Credit Agreement among NationsBank of Texas, N.A., as
Agent, the Registrant and certain subsidiaries dated December 30, 1992,
incorporated by reference to Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1992.
10(f) Amended and Restated 1993 Chairman Stock Option Plan.
10(g) Amended and Restated 1993 Non-Employee Director Stock Option Plan as
amended January 23, 1996.
10(h) Amended and Restated 1993 Stock Option Plan for Key Employees as amended
January 23, 1996.
10(i) $50,000,000 Master Shelf Agreement ($10,000,000 note attached) with The
Prudential Insurance Company of America dated September 3, 1993,
incorporated by reference to Registrant's Form 10-Q for the quarterly
period ended September 30, 1993.
10(j) Second Amendment to Credit Agreement among NationsBank of Texas, N.A., as
Agent, the Registrant and certain subsidiaries dated February 1, 1994,
incorporated by reference to Registrant's Form 10-K for the fiscal year
ended December 31, 1993.
10(k) $10,000,000 Note dated February 2, 1994, issued under the $50,000,000
Master Shelf Agreement with The Prudential Insurance Company of America
dated September 3, 1993, incorporated by reference to Registrant's Form
10-K for the fiscal year ended December 31, 1993.
10(l) Amended and Restated American Freightways Corporation Excess Benefit Plan
as amended January 23, 1996.
12
10(m) Amended and Restated Stock Purchase Plan for Certain employees of
Registrant and subsidiaries as amended January 23, 1996.
10(n) $10,000,000 Note dated April 13, 1994, issued under the $50,000,000
Master Shelf Agreement with The Prudential Insurance Company of America
dated September 3, 1993, incorporated by reference to Registrant's Form
10-Q for the quarterly period ended June 30, 1994.
10(o) Amended and Restated Credit Agreement among NationsBank of Texas, N.A.,
as Agent, the Registrant and certain subsidiaries dated October 20, 1994,
incorporated by reference to Registrant's Form 10-K for the fiscal year
ended December 31, 1994.
10(p) Letter Amendment No. 3 to Note Agreement with The Prudential Insurance
Company of America dated October 19, 1994 incorporated by reference to
Registrant's Form 10-K for the fiscal year ended December 31, 1994.
10(q) Letter Amendment No. 1 to Master Shelf Agreement with The Prudential
Insurance Company of America dated October 19, 1994, incorporated by
reference to Registrant's Form 10-K for the fiscal year ended December
31, 1994.
10(r) Letter Amendment No. 2 to Master Shelf Agreement with The Prudential
Insurance Company of America dated December 14, 1994, incorporated by
reference to Registrant's Form 10-K for the fiscal year ended December
31, 1994.
10(s) $15,000,000 note dated January 30, 1995, issued under the $90,000,000
Master Shelf Agreement with the Prudential Insurance Company of America
dated September 3, 1993, incorporated by reference to Registrant's Form
10-Q for the quarterly period ended March 31, 1995.
10(t) First Amendment to Amended and Restated Credit Agreement among
NationsBank of Texas, N.A., as agent, the Registrant and its Subsidiary
dated May 31, 1995, incorporated by reference to Registrant's Form 10-Q
for the quarterly period ended June 30, 1995.
10(u) $20,000,000 noted dated June 15, 1995, issued under the $90,000,000
Master Shelf Agreement with the Prudential Insurance Company of America
dated September 3, 1993, incorporated by reference to Registrant's Form
10-Q for the quarterly period ended June 30, 1995.
10(v) Lease Agreement among VT Finance, Inc., the Registrant and its Subsidiary
dated January 5, 1996.
13 Annual Report to Stockholders for the fiscal year ended December 31,
1995.
21 Subsidiary of Registrant
23 Consent of Ernst & Young LLP
24 Power of Attorney
27 Financial Data Schedule
13
SIGNATURES
Pursuant to the requirements of Section 13 or 15 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. Dated this 1st day of
February, 1996.
American Freightways Corporation
By: /s/Frank Conner
---------------
Frank Conner
Chief Financial Officer; Director
(Principal Accounting 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.
/s/F. S. Garrison February 1, 1996
- ------------------------------------- ------------------
F. S. Garrison Date
Chairman of the Board of Directors,
Chief Executive Officer
(Principal Executive Officer)
/s/Frank Conner February 1, 1996
- ------------------------------------- ------------------
Frank Conner Date
Chief Financial Officer; Director
(Principal Accounting Officer)
/s/Tom Garrison February 1, 1996
- ------------------------------------- ------------------
Tom Garrison Date
Director
/s/T. J. Jones February 1, 1996
- ------------------------------------- ------------------
T. J. Jones Date
Director
/s/Ben A. Garrison February 1, 1996 *
- ------------------------------------- ------------------
Ben A. Garrison Date
Director
/s/Ken Reeves February 1, 1996
- ------------------------------------- ------------------
Ken Reeves Date
Director
/s/Tony Balisle February 1, 1996
- ------------------------------------- ------------------
Tony Balisle Date
Director
/s/Will Garrison February 1, 1996
- ------------------------------------- ------------------
Will Garrison Date
Director
* Signed by Frank Conner under Power of Attorney dated January 18, 1996.
14
ANNUAL REPORT ON FORM 10-K--ITEM 8, ITEM 14(A)(1) AND (2), (C) AND (D)
AMERICAN FREIGHTWAYS CORPORATION AND SUBSIDIARY
LIST OF FINANCIAL STATEMENTS AND
FINANCIAL STATEMENT SCHEDULES
The following consolidated financial statements of American Freightways
Corporation and subsidiary included in the Registrant's Annual Report to
Shareholders for the fiscal year ended December 31, 1995 are incorporated by
reference in Item 8:
Consolidated Balance Sheets as of December 31, 1995 and 1994.
Consolidated Statements of Income for the years ended December 31, 1995, 1994
and 1993.
Consolidated Statements of Stockholders' Equity for the years ended December 31,
1995, 1994 and 1993.
Consolidated Statements of Cash Flows for the years ended December 31, 1995,
1994 and 1993.
Notes to Consolidated Financial Statements--December 31, 1995.
The following consolidated financial statement schedule of American
Freightways Corporation and subsidiary is included in Item 14(d):
AMERICAN FREIGHTWAYS CORPORATION AND SUBSIDIARY
Consolidated Financial Statement Schedule:
Schedule II Valuation and Qualifying Accounts
All other schedules for which provision is made in the applicable accounting
regulations of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable, and therefore have been omitted.
15
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
AMERICAN FREIGHTWAYS CORPORATION
Column A Column B Column C Column D Column E
- -------------------------------------------------------------------------------------------------------------
Additions
-------------------------
Balance at Charged to Charged to Balance
Beginning Costs and Other Account Deductions at End
Description of Period Expenses -Describe -Describe of Period
- -------------------------------------------------------------------------------------------------------------
Year ended December 31, 1993:
Allowance for Doubtful Accounts $800,000 $ 513,464 $430,379 (1) $1,250,804 (2) $493,039
======== ========== ======== === ========== === ========
Year ended December 31, 1994:
Allowance for Doubtful Accounts $493,039 $1,125,840 $423,029 (1) $1,403,102 (2) $638,806
======== ========== ======== === ========== === ========
Year ended December 31, 1995:
Allowance for Doubtful Accounts $638,806 $ 928,974 $264,867 (1) $ 988,116 (2) $844,531
======== ========== ======== === ========== === ========
Note 1 - Recoveries of amounts previously written off.
Note 2 - Uncollectible accounts written off.