Commission File Number 33-91238
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 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 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [No fee required]
For the transition period from _______________ to ____________________
COMMISSION FILE NUMBER 33-91238
--------
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
U.S. XPRESS ENTERPRISES, INC. XPRE$$AVINGS 401(K) PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
U.S. XPRESS ENTERPRISES, INC.
2931 SOUTH MARKET STREET
CHATTANOOGA, TENNESSEE 37410
REQUIRED INFORMATION
The U.S. Xpress Enterprises, Inc. XPRE$$AVINGS 401(K) PLAN (the "Plan") is
subject to the Employee Retirement Income Security Act of 1974 ("ERISA").
Therefore, in lieu of the requirements of Items 1-3 of Form 11-K, the financial
statements and schedules of the Plan for the two fiscal years ended December 31,
1995 and 1994, which have been prepared in accordance with the financial
reporting requirements of ERISA, are attached hereto as Appendix 1 and
incorporated herein by this reference.
The consent of Arthur Andersen, LLP is included in Appendix 1 to this annual
report.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this annual report to be signed on its behalf by the undersigned hereunto
duly authorized.
U.S. XPRESS ENTERPRISES, INC.
XPRE$$AVINGS 401(K) PLAN
By: /s/ James. B. Baker
-------------------------------------------
Member of U.S. Xpress Enterprises, Inc.
Pension Committee
Date: June 28, 1996
XPRE$$AVINGS 401(k) PLAN
FINANCIAL STATEMENTS AND SCHEDULES
AS OF DECEMBER 31, 1995 AND 1994
TOGETHER WITH
AUDITORS' REPORT
XPRE$$AVINGS 401(K) PLAN
FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1995 AND 1994
TABLE OF CONTENTS
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
FINANCIAL STATEMENTS
Statement of Net Assets Available for Benefits--December 31, 1995
Statement of Net Assets Available for Benefits--December 31, 1994
Statement of Changes in Net Assets Available for Benefits for the Year Ended
December 31, 1995
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
SUPPLEMENTAL SCHEDULES
Schedule I: Item 27a--Schedule of Assets Held for Investment
Purposes--December 31, 1995
Schedule II: Item 27d--Schedule of Reportable Transactions for the Year
Ended December 31, 1995
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Plan Administrator of the
Xpre$$avings 401(k) Plan:
We have audited the accompanying statements of net assets available for
benefits of the XPRE$$AVINGS 401(K) PLAN (the "Plan") as of December 31, 1995
and 1994, and the related statement of changes in net assets available for
benefits for the year ended December 31, 1995. These financial statements and
the schedules referred to below are the responsibility of the Plan's management.
Our responsibility is to express an opinion on these financial statements and
schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. 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 Plan as of
December 31, 1995 and 1994, and the changes in net assets available for
benefits for the year ended December 31, 1995, in conformity with generally
accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
held for investment purposes and reportable transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974. The fund information in the
statement of net assets available for benefits and the statement of changes in
net assets available for benefits is presented for purposes of additional
analysis rather than to present the net assets available for plan benefits and
changes in net assets available for plan benefits of each fund. The
supplemental schedules and fund information have been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, are fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
Chattanooga, Tennessee
June 25, 1996
XPRE$$AVINGS 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1995 AND 1994
1. PLAN DESCRIPTION
The following description of the Xpre$$avings 401(k) Plan (the "Plan") is
provided for general information purposes only. More complete information
regarding the Plan's provisions may be found in the plan document.
General
The Plan is a defined contribution plan established January 1, 1993, by U.S.
Xpress Enterprises, Inc. (the "Company") under the provisions of Section 401(a)
of the Internal Revenue Code ("IRC"), which includes a qualified deferred
arrangement as described in Section 401(k) of the IRC, for the benefit of
eligible employees of the Company. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974 ("ERISA").
As of April 1, 1994, SunTrust Bank became the trustee of the Plan, replacing
Shawmut Bank and the Plan's former investment manager, The Travelers Insurance
Company.
Employees are eligible to participate in the Plan when they have completed one
year of service, as defined in the plan document, and have attained age 21.
Contributions
Eligible employees can make before-tax contributions up to 6%, but not less than
1%, of compensation, as defined by the plan document, limited by requirements of
the IRC. Eligible employees can, in addition, make after-tax contributions up
to 10% of compensation, as defined in the plan document, limited by requirements
of the IRC. The Company provides a matching contribution of 50% of all before-
tax contributions. After-tax contributions are not matched by the Company.
Vesting
Participants are fully vested in their contributions and the earnings thereon.
Vesting in employer matching contributions and earnings thereon is based on
years of continuous service. A participant vests according to the following
schedule:
Less than two years of service 0%
Two but not three years of service 30%
Three but not four years of service 65%
Four or more years of service 100%
-2-
For vesting purposes, years of continuous service are counted from the later of
a participant's date of hire or the effective date of the Plan (January 1,
1993).
Participants automatically become 100% vested in employer contributions upon
attainment of retirement age, as defined in the plan document, or termination
due to death or total disability.
At December 31, 1995 and 1994, forfeited nonvested accounts totaled $81,264 and
$30,679, respectively. These accounts will be used to reduce future employer
contributions. No forfeitures were used to reduce employer contributions in
1995 or 1994.
Benefits
Upon termination of service, a participant may elect to receive an amount equal
to the value of the participant's vested interest in his or her account. The
form of payment is a lump-sum distribution, an annuity, or a combination
thereof.
Participant Accounts
Individual accounts are maintained for each of the Plan's participants to
reflect the participant's share of the Plan's income, expenses, the Company's
contribution, and the participant's contribution. Allocations of income and
administrative expenses are based on participant account balances, as defined in
the plan document.
-3-
Investment Options
Participants direct contributions, including employer matching contributions,
into the following investment options in 5% increments. Participants may change
their investment elections daily. A description of each investment option is
provided below:
. STI Classic Balanced Fund This fund seeks to provide capital
appreciation and current income by
investing primarily in common
stocks, preferred stocks, and
investment grade fixed income
securities.
. STI Classic Capital Growth Fund This fund invests primarily in a
diversified portfolio of common
stocks which, in the opinion of
the fund manager, have potential
for capital appreciation.
. SunTrust Employee Benefit Stable This fund is an actively managed
Asset Fund portfolio of insurance company
guaranteed investment contracts
and short-term money market
investments. The fund seeks to
maximize current income and
maintain a high degree of
liquidity.
. The Travelers GIC Fixed Income This fund invests primarily in
Fund investment contracts of insurance
companies. The objective of this
fund is to provide a fixed rate of
return on investments and
stability of principal. Effective
April 1, 1994, the Company
discontinued this investment
option. The investment contract
related to this fund expired
December 31, 1995.
. Twentieth Century Ultra Fund This fund invests primarily in
equities. The fund's primary
objective is capital growth over
time.
. U.S. Xpress Enterprises Stock This fund invests principally in
Fund U.S. Xpress Enterprises common
stock. This investment option was
introduced in August, 1995.
Participant Loans
Subject to approval, participants can secure a loan from the Plan against their
account balance up to a maximum of 50% of their vested account balance or
$50,000, whichever is less. Loans may generally be repaid over 1-5 years. The
minimum amount to be taken for a loan is $1,000. Loans must be repaid through
automatic payroll deductions unless otherwise provided by the plan
administrator. The interest rate is determined by the trustee based on
prevailing market conditions and is fixed over the life of the note.
-4-
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The accompanying financial statements have been prepared using the accrual basis
of accounting. The preparation of the financial statements in conformity with
generally accepted accounting principles requires the Plan's management to use
estimates and assumptions that affect the accompanying financial statements and
disclosures. Actual results could differ from these estimates.
Income Recognition
Interest income is recorded as earned on the accrual basis. Dividend income is
recorded on the ex-dividend date.
Investment Valuation
Investments of the Plan are stated at fair value. Securities traded in public
markets are valued at their quoted market prices. The Travelers GIC Fixed
Income Fund is at contract value, which approximates fair value. Purchases and
sales of securities are reflected on a trade-date basis. The difference between
cost and market value from one period to the next is recognized as net
depreciation in fair value of investments in the accompanying statement of
changes in net assets available for benefits.
Administrative Expenses
For the year ended December 31, 1995, the Plan paid loan processing fees and
transaction charges. The Company paid all other administrative expenses of the
Plan.
3. TAX STATUS
The Plan obtained its latest determination letter on September 27, 1995, in
which the Internal Revenue Service stated that the Plan, as amended August 30,
1994, was in compliance with the applicable requirements of the IRC. The plan
administrator believes that the Plan is currently designed and being operated
in compliance with the applicable requirements of the IRC. Therefore, management
believes that the Plan was qualified and the related trust was tax exempt as of
the financial statement date.
4. 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. In the event of plan termination,
participants will become fully vested in their accounts.
STATEMENT Of NET ASSETS AVAILABLE FOR BENEFITS
(WITH FUND INFORMATION)
DECEMBER 31, 1995
PARTICIPANT DIRECTED
--------------------------------------------------------------------------------------------------
TWENTIETH STI CLASSIC SUNTRUST EMPLOYEE U.S. XPRESS
CENTURY STI CLASSIC CAPITAL GROWTH BENEFIT STABLE ASSET ENTERPRISES STOCK
ULTRA FUND BALANCED FUND FUND FUND FUND
-------------- --------------- ------------------- -------------------- -----------------
ASSETS:
Cash $ 18,892 $ 0 $ 1,460 $ 0 $ 823
Investments, at fair value:
Mutual funds 638,917 329,231 470,958 0 0
Common trust fund 0 0 0 1,178,439 0
Funds held in The
Travelers general account 0 0 0 0 0
Company stock 0 0 0 0 20,441
Participant loans 0 0 0 0 0
Receivables:
Participant contributions 11,990 3,920 6,144 15,424 1,067
-------- -------- -------- ---------- --------
Total assets 669,799 333,151 478,562 1,193,863 22,331
-------- -------- -------- ---------- --------
NET ASSETS AVAILABLE FOR
BENEFITS $669,799 $333,151 $478,562 $1,193,863 $22,331
======== ======== ======== ========== ========
NON-PARTICIPANT DIRECTED
--------------------------------
THE TRAVELERS
GIC FUND PARTICIPANT
INCOME FUND LOANS TOTAL
--------------- ------------ ----------
ASSETS:
Cash $ 0 $ 0 $ 21,175
Investments, at fair value:
Mutual funds 0 0 1,439,106
Common trust fund 0 0 1,178,439
Funds held in The
Travelers general account 339,267 0 339,267
Company stock 0 0 20,441
Participant loans 0 72,529 72,529
Receivables:
Participant contributions 0 0 38,545
--------- -------- ----------
Total assets 339,267 72,529 3,109,502
--------- -------- ----------
NET ASSETS AVAILABLE FOR
BENEFITS $339,267 $72,529 $3,109,502
========= ======= ==========
The accompanying notes are an integral part of this statement.
XPRE$$AVINGS 401(K) PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
(WITH FUND INFORMATION)
DECEMBER 31, 1994
PARTICIPANT DIRECTED
------------------------------------------------------------------------
TWENTIETH STI CLASSIC SUNTRUST
CENTURY STI CLASSIC CAPITAL EMPLOYEE BENEFIT
ULTRA FUND BALANCED FUND GROWTH FUND STABLE ASSET FUND
--------------- -------------- --------------- -------------------
ASSETS:
Cash $ 18,760 $ 12,476 $ 14,555 $ 40,269
Investments, at fair value:
Mutual funds 229,521 185,250 244,098 0
Common trust fund 0 0 0 515,148
Funds held in The 0 0 0 0
Travelers general account
Participant loans 0 0 0 0
Receivables:
Participant contributions 3,687 1,918 2,065 7,080
--------- --------- --------- ---------
Total assets 251,968 199,644 260,718 562,497
--------- --------- --------- ---------
NET ASSETS AVAILABLE FOR
BENEFITS $251,968 $199,644 $260,718 $562,497
========= ======== ======== =========
NON-PARTICIPANT DIRECTED
----------------------------------
THE TRAVELERS
GIC FIXED
INCOME FUND PARTICIPANT LOANS TOTAL
--------------- ----------------- ------------
ASSETS:
Cash $ 0 $ 0 $ 86,060
Investments, at fair value:
Mutual funds 0 0 658,869
Common trust fund 0 0 515,148
Funds held in The
Travelers general account 398,496 0 398,496
Participant loans 0 10,715 10,715
Receivables:
Participant contributions 0 0 14,750
--------- --------- ----------
Total assets 398,496 10,715 1,684,038
--------- --------- ----------
NET ASSETS AVAILABLE FOR
BENEFITS $398,496 $10,715 $1,684,038
========= ========= ==========
The accompanying notes are an integral part of this statement.
XPRE$$AVINGS 401(K) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
(WITH FUND INFORMATION)
FOR THE YEAR ENDED DECEMBER 31, 1995
PARTICIPANT DIRECTED
------------------------------------------------------------------------------------------
TWENTIETH STI CLASSIC SUNTRUST EMPLOYEE U.S. XPRESS
CENTURY STI CLASSIC CAPITAL BENEFIT STABLE ASSET ENTERPRISES STOCK
ULTRA FUND BALANCED FUND GROWTH FUND FUND FUND
--------------- -------------- --------------- ------------------- -----------------
ADDITIONS TO NET ASSETS
ATTRIBUTABLE TO:
Participant contributions $233,605 $ 98,263 $132,310 $ 479,713 $ 7,295
Employer contributions 81,109 36,597 48,742 166,530 2,777
Net depreciation in fair
value of investments 0 0 0 0 (3,803)
Net investment
income-registered
investment companies 126,008 54,572 91,554 0 0
Net investment
income-common trusts 0 0 0 50,650 0
Net investment
income-pooled separate
accounts 0 0 0 0 0
--------- --------- --------- --------- ---------
Total additions 440,722 189,432 272,606 696,893 6,269
--------- --------- --------- --------- ---------
DEDUCTIONS FROM NET ASSETS
ATTRIBUTABLE TO:
Benefits paid to
participants 25,452 26,922 33,056 67,452 0
--------- --------- --------- --------- ---------
Total deductions 25,452 26,922 33,056 67,452 0
--------- --------- --------- --------- ---------
LOANS TO PARTICIPANTS (25,251) (11,093) (12,244) (38,229) (67)
--------- --------- --------- --------- ---------
LOAN PAYMENTS 9,761 5,749 4,261 14,904 9
--------- --------- --------- --------- ---------
INTERFUND TRANSFERS 18,051 (23,659) (13,723) 25,250 16,120
--------- --------- --------- --------- ---------
NET INCREASE (DECREASE) 417,831 133,507 217,844 631,366 22,331
NET ASSETS AVAILABLE FOR
BENEFITS:
Beginning of year 251,968 199,644 260,718 562,497 0
--------- --------- --------- --------- ---------
End of year $669,799 $333,151 $478,562 $1,193,863 $22,331
========= ========= ========= ========== =========
NON-PARTICIPANT DIRECTED
----------------------------------
THE TRAVELERS
GIC FIXED
INCOME FUND PARTICIPANT LOANS TOTAL
--------------- ----------------- ------------
ADDITIONS TO NET ASSETS
ATTRIBUTABLE TO:
Participant contributions $ 0 $ 0 $ 951,186
Employer contributions 0 0 335,755
Net depreciation in fair 0 0 (3,803)
value of investments
Net investment 0 0 272,134
income-registered
investment companies
Net investment 0 0 50,650
income-common trusts
Net investment 29,437 0 29,437
income-pooled separate
accounts
--------- --------- ----------
Total additions 29,437 0 1,635,359
--------- --------- ----------
DEDUCTIONS TO NET ASSETS
ATTRIBUTABLE TO:
Benefits paid to 57,013 0 209,895
participants
--------- --------- ----------
Total deductions 57,013 0 209,895
--------- --------- ----------
LOANS TO PARTICIPANTS (9,614) 96,498 0
--------- --------- ----------
LOAN PAYMENTS 0 (34,684) 0
--------- --------- ----------
INTERFUND TRANSFERS (22,039) 0 0
--------- --------- ----------
NET INCREASE (DECREASE) (59,229) 61,814 1,425,464
--------- --------- ----------
NET ASSETS AVAILABLE FOR
BENEFITS:
Beginning of year 398,496 10,715 1,684,038
--------- --------- ----------
End of year $339,267 $ 72,529 $3,109,502
========= ========= ==========
The accompanying notes are an integral part of this statement.
SCHEDULE I
XPRE$$AVINGS 401(k) PLAN
ITEM 27a--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1995
(Employer Identification Number 62-1378182, Plan Number 001)
Identity of Issuer, Borrower, DESCRIPTION OF INVESTMENT, INCLUDING MATURITY DATE, CURRENT
Lessor, or Similar Party RATE OF INTEREST, COLLATERAL, AND PAR OR MATURITY VALUE COST VALUE
- - ----------------------------------- --------------------------------------------------------------- ---------- -----------
* The Travelers The Travelers GIC Fixed Income Fund $ 339,267 $ 339,267
Twentieth Century Investors Twentieth Century Ultra Fund 553,090 638,917
* SunBank Capital Management, N.A. STI Classic Balanced Fund 296,746 329,231
* SunBank Capital Management, N.A. STI Classic Capital Growth Fund 425,490 470,958
* SunBank Capital Management, N.A. SunTrust Employee Benefit Stable Asset Fund 1,130,764 1,178,439
* U.S. Xpress Enterprises U.S. Xpress Enterprises Stock Fund 24,073 20,441
* The Plan Loans to participants, with interest rates from 7.85% to 11.7% 72,529 72,529
* Indicates a party in interest.
The accompanying notes are an integral part of this schedule.
SCHEDULE II
XPRE$$AVINGS 401(k) PLAN
ITEM 27d--SCHEDULE OF REPORTABLE TRANSACTIONS (a)
FOR THE YEAR ENDED DECEMBER 31, 1995
(Employer Identification Number 62-1378182, Plan Number 001)
PURCHASES SALES
----------------------- --------------------------------------
DESCRIPTION OF PURCHASE SELLING
INVESTMENTS, PRICE PRICE
INCLUDING MATURITY AND CURRENT AND CURRENT
DATE, RATE OF VALUE OF VALUE OF
INTEREST, COLLATERAL, NUMBER ASSET ON NUMBER ASSET ON
IDENTITY OF PARTY AND PAR OR MATURITY OF TRANSACTION OF TRANSACTION COST OF NET
INVOLVED VALUE TRANSACTIONS DATE TRANSACTIONS DATE ASSETS GAIN
- - -------------------- -------------------------- ------------ -------- ------------ ---- -------- ----
* SunBank Capital SunTrust Employee
Management, N.A. Benefit Stable Asset Fund 209 $815,993 122 $199,572 $193,201 $ 6,371
* SunBank Capital SunTrust Employee
Management, N.A. Benefit Stable Asset Fund 1 135,272 1 138,522 129,032 9,490
* SunBank Capital
Management, N.A. STI Classic Balanced Fund 181 171,600 83 77,614 71,606 6,008
* SunBank Capital STI Classic Capital
Management, N.A. Growth Fund 170 242,205 83 102,678 80,287 22,391
Twentieth Century Twentieth Century
Investors Ultra Fund 181 389,445 59 74,233 64,756 9,477
* The Travelers The Travelers GIC
Fixed Income Fund 0 0 38 90,050 90,050 0
* Indicates a party in interest.
(a) Represents a single transaction or a series of transactions
in the same security that exceeds 5% of the fair value of
plan assets at the beginning of the year.
The accompanying notes are an integral part of this schedule.
SIGNATURES
Pursuant to the requirements of Section 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, on the 28th day of June,
1996.
U.S. XPRESS ENTERPRISES, INC.
Date: June 28, 1996 By: /s/ Larry D. Bentley
---------------------- -------------------------------------------
Larry D. Bentley
Chief Financial 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 in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
- - --------- ----- ----
/s/ Patrick B. Quinn
- - --------------------------- Co-Chairman of the Board of Directors, June 28, 1996
Patrick B. Quinn President and Treasurer
/s/ Max L. Fuller
- - --------------------------- Co-Chairman of the Board of Directors, June 28, 1996
Max L. Fuller Vice President and Secretary
/s/ Larry D. Bentley
- - --------------------------- Director, Executive Vice President and June 28, 1996
Larry D. Bentley Chief Financial Officer (principal
financial and accounting officer)
/s/ E. William Lusk, Jr.
- - --------------------------- Director and Executive Vice President June 28, 1996
E. William Lusk, Jr. of Marketing
/s/ William K. Farris
- - --------------------------- Director and Executive Vice President June 28, 1996
William K. Farris of Operations
/s/ A. Alexander Taylor, II
- - --------------------------- Director June 28, 1996
A. Alexander Taylor, II
/s/ James B. Baker
- - --------------------------- Director June 28, 1996
James B. Baker