AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 13, 1997

REGISTRATION NO. 333-
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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JEVIC TRANSPORTATION, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

New Jersey 4213 22-2373402
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification No.)

P.O. Box 5157
Delanco, NJ 08075
(609) 461-7111
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

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Mr. Harry J. Muhlschlegel
Chief Executive Officer
and Chairman of the Board
Jevic Transportation, Inc.
P.O. Box 5157
Delanco, NJ 08075
(609) 461-7111
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

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COPIES TO:

Barry M. Abelson, Esquire Stephen A. Riddick, Esquire
Robert A. Friedel, Esquire Piper & Marbury L.L.P.
Pepper, Hamilton & Scheetz LLP 36 South Charles Street
3000 Two Logan Square Baltimore, MD 21201
Philadelphia, PA 19103 (410) 539-2530
(215) 981-4000

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.

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, 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 statement 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 AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED AGGREGATE OFFERING PRICE (1) REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------
Common Stock, no par value........................................ $61,180,000 $18,540
==================================================================================================================

(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(o). Includes amount to be sold pursuant to an over-allotment
option to be granted to the Underwriters.

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 THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================

SUBJECT TO COMPLETION
AUGUST 13, 1997

3,800,000 SHARES

[LOGO]

JEVIC TRANSPORTATION, INC.

COMMON STOCK

------------------

All of the 3,800,000 shares of Common Stock offered hereby are being sold
by Jevic Transportation, Inc. ("Jevic" or the "Company"). Prior to this
offering, there has been no public market for the Common Stock. It is currently
estimated that the initial public offering price will be between $12 and $14 per
share. See "Underwriting" for a discussion of the factors to be considered in
determining the initial public offering price. The Company has made application
for the Common Stock to be quoted on the Nasdaq National Market under the symbol
"JEVC." The Common Stock offered hereby is entitled to one vote per share, while
the Class A Common Stock is entitled to two votes per share and may be held only
by or for the benefit of its existing holders or their lineal descendants. The
rights of the holders of the Common Stock and the Class A Common Stock are
otherwise identical. See "Description of Capital Stock".

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SEE "RISK FACTORS" BEGINNING ON PAGE 7 FOR CERTAIN INFORMATION THAT SHOULD
BE CONSIDERED BY PROSPECTIVE INVESTORS.

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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL
OFFENSE.

===========================================================================================================
PRICE UNDERWRITING PROCEEDS
TO DISCOUNTS AND TO
PUBLIC COMMISSIONS COMPANY (1)
- ------------------------------------------------------------------------------------------------------------

Per Share.......................................... $ $ $
- ------------------------------------------------------------------------------------------------------------
Total (2).......................................... $ $ $
===========================================================================================================

(1) Before deducting expenses payable by the Company estimated at $600,000.

(2) Certain of the Company's shareholders (the "Option Shareholders") have
granted the Underwriters a 30-day option to purchase up to 570,000
additional shares of Common Stock solely to cover over-allotments, if any.
To the extent that the option is exercised, the Underwriters will offer the
additional shares to the public at the Price to Public shown above. If the
option is exercised in full, the Price to Public, Underwriting Discounts and
Commissions, Proceeds to Company and Proceeds to Option Shareholders will be
$ , $ , $ and $ , respectively. See "Underwriting."

------------------

The shares of Common Stock are offered by the several Underwriters, subject
to prior sale, when, as and if delivered to and accepted by them, and subject to
the right of the Underwriters to reject any order in whole or in part. It is
expected that delivery of the shares will be made at the offices of Alex. Brown
& Sons Incorporated, Baltimore, Maryland, on or about , 1997.

ALEX. BROWN & SONS
INCORPORATED
WILLIAM BLAIR & COMPANY

SCHRODER & CO. INC.

THE DATE OF THIS PROSPECTUS IS , 1997

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BY ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

The Company intends to furnish its shareholders with annual reports
containing audited financial statements and to make available quarterly reports
containing unaudited financial statements for the first three quarters of each
year.
------------------

CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK.
SPECIFICALLY, THE UNDERWRITERS MAY OVERALLOT IN CONNECTION WITH THIS OFFERING
AND MAY BID FOR AND PURCHASE SHARES OF COMMON STOCK IN THE OPEN MARKET TO COVER
SYNDICATE SHORT POSITIONS. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE
"UNDERWRITING."
------------------

Breakbulk-Free(Registered) is a trademark of the Company.
Freightliner(Registered) is a trademark of Freightliner Corp.,
Cummins(Registered) is a trademark of Cummins Engine Company, Inc.,
NCR(Registered) is a trademark of NCR Corporation, Novell(Registered) and
Novell/NT(Registered) are trademarks of Novell, Inc., Sequent(Registered) is a
trademark of Sequent Computer Systems, Inc., UNIX(Registered) is a trademark of
X/Open Co. and QUALCOMM(Registered) and OmniTRACS(Registered) are trademarks of
QUALCOMM, Inc.

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information and the Financial Statements, including the notes thereto, appearing
elsewhere in this Prospectus. Unless otherwise indicated, all information in
this Prospectus gives retroactive effect to (i) the reclassification of the
Company's capital stock into series designated "Common Stock" and "Class A
Common Stock" (collectively, the "Common Equity") and (ii) a 34,291-for-one
split of the shares of Common Stock and assumes no exercise of the Underwriters'
over-allotment option. In addition, all information concerning ownership of the
Common Equity and voting power reflects ownership of the Company's capital stock
as of August 1, 1997. References in this Prospectus to "Jevic" or the "Company"
refer to Jevic Transportation, Inc.

THE COMPANY

Jevic is a motor carrier that combines the high revenue yield
characteristics of a typical less-than-truckload ("LTL") carrier with the
operating flexibility and low fixed costs of a truckload carrier. Jevic utilizes
a simplified in-route delivery system in which over 70% of the Company's
shipments are delivered to their destinations directly from line-haul trailers,
eliminating the need for an expensive network of labor-intensive breakbulk
terminals, which most LTL carriers use to distribute shipments. Jevic's revenue
per terminal for 1996 was approximately $25.8 million, which the Company
believes is substantially higher than typical LTL carriers. The Company serves
shippers throughout the eastern half of the United States and in selected
markets in the remainder of the continental United States and Canada through its
origination facilities located in the metropolitan areas of Atlanta, Boston,
Charlotte, Chicago, Houston and Philadelphia. From 1992 to 1996, the Company's
operating revenues and operating income grew at compound annual rates of 26.6%
and 29.2%, respectively.

Jevic began operations as a motor carrier in 1983, soon after deregulation
of the trucking industry. Regulation had caused trucking industry participants
to develop as either truckload carriers or as terminal-based LTL carriers.
Following deregulation, most carriers continue to focus their operations and
price their services as either truckload carriers or LTL carriers. Traditional
truckload and LTL carriers can efficiently handle freight that is compatible
with their respective operating systems but typically do not have the
flexibility to accommodate a wide range of shipment size, length of haul and
delivery options. Jevic developed its Breakbulk-Free(Registered) operating
system to provide the capabilities of both truckload and LTL service without the
inherent infrastructure requirements and operational limitations of truckload
and LTL carriers.

Jevic's Breakbulk-Free system utilizes a simplified network of terminals,
which serve as regional origination points for initial consolidation of freight
on a trailer. The Company strategically combines smaller shipments (typically
handled by LTL carriers) with larger shipments (typically handled by truckload
carriers) in a sequence which permits direct unloading at each shipment's
destination, with no need to rehandle individual shipments at one or more
breakbulk terminals. Typical LTL carriers have to reload shipments into local
trucks for final delivery, whereas, in most cases, Jevic's operating system
avoids further rehandling at the destination facility. This generally results in
less damage to freight and faster transit times for less than full truckload
shipments. Jevic's flexible operating system minimizes rehandling of freight,
and provides a broader range of service than other trucking companies.

MARKETING STRATEGY

Jevic targets prospective customers whose logistics needs are not being
met, develops solutions for those needs and offers a broad range of
transportation services.

o Focus on Customer Selectivity. The Company targets customers based on
disciplined sales criteria designed to identify shippers whose service
requirements drive the carrier selection process. This approach has generated
significant incremental business in service-sensitive industries, such as the
chemical industry, which accounted for approximately 34% of the Company's
operating revenues in the first half of 1997.

OPERATING STRATEGY

Jevic seeks to maximize its results of operations by providing flexible and
timely service.

o Utilize Breakbulk-Free System. Jevic sequences multiple deliveries from a
single trailer, eliminating the need for a network of breakbulk terminals and,
in most cases, destination terminals, at which typical LTL carriers unload and
reload shipments for final delivery. As a result, the Company reduces transit
times and freight damage while avoiding the infrastructure and labor costs
associated with a large breakbulk terminal network.

o Increase Utilization of Owner-Operator Drivers. Jevic has recently expanded
its driver force to include owner-operators in order to reduce capital
expenditure requirements, improve return on equity, reduce direct exposure to
fuel price fluctuations and provide access to an additional pool of drivers.

o Maintain a Positive Workforce Environment. Through stringent driver selection
criteria, a favorable wage and benefit structure and a positive working
environment, the Company minimizes driver turnover, maintains a high level of
employee satisfaction and motivates employees to provide high quality service.
The Company's annual driver turnover rate was 20.1% in 1996. None of Jevic's
employees, including drivers, is represented by a collective bargaining unit.

GROWTH STRATEGY

The Company seeks sustainable growth by increasing the amount of business
generated by existing customers, acquiring new customers within existing regions
and expanding into new regions.

In response to customer demand, Jevic initiates service to a new region by
introducing high-yield inbound LTL service to its existing customer base,
delivering in-route from line-haul trailers, consistent with the Company's
operating strategy. Until a sufficient volume of inbound business is generated,
the Company avoids the up-front capital costs of building or purchasing a new
facility by soliciting lower-yielding truckload shipments for the backhaul to
return the equipment to one of the Company's existing facilities. This results
in increased asset utilization and reduced empty miles. Once the Company opens a
new facility, it serves as a consolidation point for a wide range of higher
yielding shipments originating in the region, replacing the lower yielding
truckload shipments. The Company most recently employed these techniques in
opening its Houston facility in June 1997.

By providing a broad range of services, Jevic has the ability to build
volume rapidly in targeted geographic areas. The Company's growth plans include
constructing new, substantially larger facilities in metropolitan Boston and
Chicago, adding selected regional facilities in new regions and adding new
points served in route when supported by customer demand. Jevic also intends to
selectively pursue acquisitions of companies that are complementary with the
Company's operations.

The Company was incorporated in New Jersey in 1981. Jevic's headquarters
are located at 600 Creek Road, P.O. Box 5157, Delanco, New Jersey 08075, and its
telephone number is (609) 461-7111.

THE OFFERING

Common Stock offered by the Company..................... 3,800,000 shares
Common Equity to be outstanding after this offering:
Common Stock.......................................... 3,800,000 shares (1)
Class A Common Stock.................................. 6,858,200 shares
Total.............................................. 10,658,200 shares (1)
Use of proceeds......................................... To reduce indebtedness, purchase and expand regional
facilities and fund a distribution to certain current
shareholders and for working capital and general
corporate purposes, including the purchase of revenue
equipment and possible future acquisitions. See "Use of
Proceeds."
Proposed Nasdaq National Market symbol.................. JEVC

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(1) Excludes approximately 1,285,820 shares of Common Stock issuable upon the
exercise of options which will be outstanding upon completion of this
offering and an aggregate of approximately 1,200,000 shares of Common Stock
reserved for issuance under the Company's employee benefit plans. See
"Management - Executive Incentive Plans" and Note 9 of "Notes to Financial
Statements."

SUMMARY FINANCIAL AND OPERATING DATA
(IN THOUSANDS, EXCEPT PER SHARE AND CERTAIN OPERATING DATA)

SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
----------------------------------------------------- ----------------------
1992 1993 1994 1995 1996 1996 1997
--------- --------- --------- --------- --------- --------- -----------

INCOME STATEMENT DATA:
Operating revenues.................... $ 60,296 $ 90,161 $ 119,299 $ 125,973 $ 154,799 $ 73,568 $ 90,417
Operating income...................... 3,370 4,024 11,737 6,050 9,390 2,166 6,109
Net income (1)........................ 2,104 2,833 10,412 4,239 6,195 748 4,355
Pro forma data (1):
Net income.......................... 3,849 481 2,647
Net income per share................ $ 0.49 $ 0.06 $ 0.34
Shares used in computing net income
per share......................... 7,839 7,839 7,839
Supplemental pro forma net income
per share (2)..................... $ 0.51 $ 0.08 $ 0.34
OPERATING DATA:
Total shipments (000s)................ 155 269 370 463 586 284 329
Total miles (000s).................... 38,842 57,924 65,855 65,599 75,795 36,288 42,873
Average operating revenue:
Per mile............................ $ 1.55 $ 1.56 $ 1.81 $ 1.92 $ 2.04 $ 2.03 $ 2.11
Per tractor per week................ $ 3,084 $ 3,085 $ 3,553 $ 3,539 $ 3,764 $ 3,705 $ 3,772
Number of tractors at end of period:
Company............................. 376 626 685 740 776 777 857
Owner-Operator...................... -- -- -- -- 63 15 105

JUNE 30, 1997
----------------------------------------
PRO FORMA
ACTUAL PRO FORMA (3) AS ADJUSTED (4)
--------- ------------- --------------

BALANCE SHEET DATA:
Working capital (deficit)................................................ $ (3,342) $ (13,727) $ 23,457
Property and equipment, net.............................................. 67,426 68,726 68,726
Total assets............................................................. 96,047 94,961 112,523
Long-term debt, less current maturities.................................. 36,910 36,910 28,752
Shareholders' equity..................................................... 27,228 8,529 53,871

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(1) For all periods presented, the Company was an S Corporation and,
accordingly, was not subject to corporate income taxes, except for certain
states during certain periods. Pro forma data assumes (a) the Company's
purchase of its Charlotte facility from certain of its current shareholders
(the "Charlotte Purchase") occurred on January 1, 1996 and (b) the Company
had been subject to corporate income taxes for all periods presented, based
on the tax laws in effect during the periods. Pro forma net income per share
includes that number of shares that would be required to be sold (at an
assumed initial public offering price of $13 per share, less underwriting
discounts and commissions and estimated offering expenses) to fund a
distribution of $10.0 million (the "Distribution") to shareholders as of
August 11, 1997 (the "Record Date") immediately prior to the offering. See
"Prior S Corporation Status" and Note 2 of "Notes to Financial Statements."

(2) Supplemental pro forma net income per share is calculated by dividing pro
forma net income (adjusted for the pro forma reduction in interest expense)
by the number of shares used in (1) above plus the estimated number of
shares that would be required to be sold (at an assumed initial public
offering price of $13 per share, less underwriting discounts and commissions
and estimated offering expenses) to (a) repay bank mortgage indebtedness of
$2.0 million to be assumed in connection with the Charlotte Purchase and (b)
repay approximately $19.8 million of other indebtedness. See "Use of
Proceeds" and "Certain Transactions."

(3) Adjusted to give pro forma effect to (a) the Charlotte Purchase, (b) bank
borrowings of $6.0 million incurred to fund a portion of the Distribution
and the payment of the Distribution and (c) the termination of the Company's
S Corporation status resulting in a non-cash charge estimated at $8.0
million in recognition of an increase in the Company's net deferred tax
liability, as if such termination had occurred on June 30, 1997.

(4) Adjusted to give effect to (a) the pro forma adjustments described in (3)
above, and (b) the sale by the Company of the 3,800,000 shares of Common
Stock offered hereby (at an assumed initial public offering price of $13 per
share) and the application of the estimated net proceeds therefrom as
described in "Use of Proceeds." See "Prior S Corporation Status" and
"Capitalization."

RISK FACTORS

In addition to the other information contained in this Prospectus, the
following factors should be considered carefully in evaluating an investment in
the Company's Common Stock.

Economic Factors. Fuel prices, insurance costs, liability claims, interest
rates, the availability of qualified drivers or owner-operators, fluctuations in
the resale value of revenue equipment and customers' business cycles and
shipping demands are economic factors over which the Company has little or no
control. Significant increases or rapid fluctuations in fuel prices, interest
rates or increases in insurance costs or liability claims, to the extent not
offset by increases in freight rates, would reduce the Company's profitability.
Difficulty in attracting or retaining qualified drivers or owner-operators or a
downturn in customers' business cycles or shipping demands also could have a
materially adverse effect on the profitability and growth of the Company.
Although owner-operators are responsible for purchasing their own equipment and
fuel and paying for other operating expenses, significant increases in these
expenses could cause them to seek higher compensation from the Company. If the
resale value of the Company's revenue equipment were to decline, the Company
could be forced to retain some of its equipment longer, with a resulting
increase in operating expenses for maintenance and repairs. As a significant
portion of the Company's business is concentrated in the Northeast region, a
general economic decline in that geographic market could have a materially
adverse effect on the growth and profitability of the Company. Approximately 34%
of the Company's revenues in the first half of 1997 was generated from customers
in the chemical industry, and this level has remained relatively consistent in
recent years. An economic downturn in the chemical industry could have a
materially adverse effect on the Company's operating results. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
"Business."

Availability of Employee Drivers and Owner-Operators. The Company utilizes
the services of both employee drivers and owner-operators. Competition for
employee drivers and owner-operators is intense within the transportation
industry and, from time to time, there have been industry-wide shortages of
qualified employee drivers and owner-operators. There can be no assurance that
the Company will not be affected by a shortage of qualified employee drivers or
owner-operators in the future, which could result in temporary underutilization
of revenue equipment, difficulty in meeting shipper demands and increased
compensation levels. Prolonged difficulty in attracting or retaining qualified
employee drivers or owner-operators could have a materially adverse effect on
the Company's operations and limit its growth. See "Business - Drivers" and " -
Owner-Operators."

Capital Requirements. The transportation industry is capital intensive.
Historically, the Company has depended on debt financing and operating and
capital leases to supplement its internally generated cash to maintain and
expand its fleet of revenue equipment. If the Company were unable in the future
to enter into acceptable lease or debt financing arrangements, sell additional
equity, generate sufficient cash flow from operations or borrow sufficient
funds, it would be forced to limit its growth and might be required to operate
its fleet for longer periods, which would likely adversely affect the Company's
operating results. See "Use of Proceeds" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations - Liquidity and
Capital Resources."

Competition. The trucking portion of the transportation industry is highly
competitive and fragmented. Jevic competes with regional, inter-regional and
national LTL and truckload carriers of varying sizes and, to a lesser extent,
with air freight carriers and railroads, a number of which have greater
financial resources, operate more revenue equipment and have larger freight
capacity than the Company. In certain regions, the Company also faces
competition from local carriers. The Company's strategy is to provide
high-quality service to meet the needs of customers whose operations demand
consistent, timely service. This strategy may place the Company at a competitive
disadvantage with respect to shippers who consider price the principal factor in
hiring carriers. See "Business - Competition."

Acquisition of Revenue Equipment. The Company's strategy for continued
growth is dependent on the acquisition and deployment of additional revenue
equipment. Delays in the availability of equipment could occur due to work
stoppages at the equipment supplier, equipment and supply shortages or other
factors beyond the Company's control. Any delay or interruption in the
availability of equipment in the future could impede the Company's growth and
could have an adverse effect on the Company's operations and profitability. See
"Business - Revenue Equipment and Maintenance."

Voting Control of the Company; Anti-Takeover Provisions. The voting rights
of the Common Stock are limited by the Company's Amended and Restated
Certificate of Incorporation ("Restated Certificate"). On all matters with
respect to which the Company's shareholders have a right to vote, including the
election of directors, each share of

Common Stock is entitled to one vote, while each share of Class A Common Stock
is entitled to two votes. The Common Stock and Class A Common Stock vote
together as a single class on virtually all matters. Class A Common Stock can be
converted into shares of Common Stock on a share-for-share basis at the election
of the holder and will be automatically converted to shares of Common Stock upon
transfer, except certain transfers among Harry J. Muhlschlegel, Karen
Muhlschlegel, their lineal descendents, or trusts for, custodial accounts for,
or entities owned by any of the foregoing (collectively, the "Muhlschlegel
Family"). See "Description of Capital Stock."

Upon completion of the offering, the Muhlschlegel Family will beneficially
own all of the outstanding shares of Class A Common Stock representing in the
aggregate 78.3% of the total voting power of both series of Common Equity (74.2%
if the Underwriters' over-allotment option is exercised in full). As long as the
Muhlschlegel Family controls a majority of the voting power of the Company, they
will be able, acting together, to elect the entire Board of Directors of the
Company (the "Board") and to amend the Restated Certificate and By-laws and,
subject to certain limitations, effect or preclude fundamental corporate
transactions involving the Company, including the acceptance or rejection of any
proposals relating to an acquisition of the Company or a going private
transaction. Although the Company has no present intention to issue additional
shares of Class A Common Stock, the Board will have the ability to issue such
shares of Class A Common Stock in the future, which would increase the voting
power of the Muhlschlegel Family. See "Principal Shareholders."

The Company's Restated Certificate authorizes the issuance of "blank check"
preferred stock with such designations, rights and preferences as may be
determined from time to time by the Board. Accordingly, the Board is empowered,
without shareholder approval, to issue preferred stock with dividend,
liquidation, conversion, voting or other rights which could materially adversely
affect the voting power or other rights of the holders of the Common Stock
(including those of the purchasers in the offering). Holders of the Common Stock
will have no preemptive rights to subscribe for a pro rata portion of any
capital stock which may be issued by the Company. In the event of issuance, such
preferred stock could be utilized, under certain circumstances, as the method of
discouraging, delaying or preventing a change in control of the Company.
Although the Company has no present intention to issue any shares of preferred
stock, there can be no assurance that the Company will not do so in the future.
See "Description of Capital Stock." Furthermore, the Company is subject to
provisions of the New Jersey Shareholders Protection Act and certain corporate
governance provisions that may inhibit changes in control of the Company. The
existence of these provisions would be expected to have an anti-takeover effect,
including possibly discouraging takeover attempts that might result in a premium
over the market price for the Common Stock. See "Description of Capital Stock"
and "New Jersey Shareholders Protection Act." Any of the above could deter or
delay unsolicited changes in control of the Company. See "Description of Capital
Stock."

Labor. None of the Company's employees are currently represented by a
collective bargaining unit, and management believes that relations with its
employees are good. However, there can be no assurance that the Company's
employees will not unionize in the future, which could increase the Company's
operating costs and force it to alter its operating methods, which in turn could
have a materially adverse effect on the Company's operating results. See
"Business - Drivers" and "- Employees."

Fuel. Fuel is one of the Company's largest operating expenses. Any
increase in fuel taxes or fuel prices or any change in federal or state
regulations which results in such an increase, to the extent not offset by
freight rate increases, or any interruption in the supply of fuel, could have a
materially adverse effect on the Company's operating results. In addition, to
the extent of the Company's commitment to purchase fuel under contracts at
guaranteed prices, the Company will not benefit from a reduction in the price of
fuel. See "Business - Fuel Availability and Cost."

Seasonality. In the trucking industry, revenues generally follow a
seasonal pattern as customers reduce shipments during and after the winter
holiday season. In addition, highway transportation can be adversely affected
depending upon the severity of the weather in various sections of the country
during the winter months. The Company's operating expenses have historically
been higher in winter months, due primarily to decreased fuel efficiency and
increased maintenance costs for revenue equipment in colder weather. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations - Seasonality."

Claims Exposure and Insurance Costs. Trucking companies, including the
Company, face multiple claims for personal injury and property damage relating
to accidents, cargo damage, and workers' compensation. The Company currently
maintains liability insurance for bodily injury and property damage with a
deductible of $20,000 and workers' compensation insurance with a deductible, in
states in which a deductible is allowed, of $250,000. The

Company also carries cargo and physical damage insurance with a deductible of
$5,000 per occurrence. To the extent that the Company experiences a material
increase in the frequency or severity of accidents or workers' compensation
claims, or unfavorable developments on existing claims, the Company's operating
results and financial condition could be materially adversely affected.
Significant increases in the Company's claims and insurance cost, to the extent
not offset by rate increases, would reduce the Company's profitability. See
"Business - Safety and Risk Management."

Growth of Business. The Company has experienced significant and rapid
growth in revenues and profits in the last five years. There is no assurance
that the Company's business will continue to grow in a similar fashion in the
future or that the Company can effectively adapt its administrative and
operational systems and accounting and financial controls to manage future
growth effectively. Further, there can be no assurance that the Company's
operations will not be adversely affected by future changes in and expansion of
the Company's business or by changes in economic conditions. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
"Business."

Regulation. Motor carriers are subject to regulation by various federal
and state agencies, including the United States Department of Transportation
("DOT"). These regulatory authorities exercise broad powers, generally governing
activities such as authorization to engage in motor carrier operations, rates
and charges, operations, safety, accounting systems, financial reporting and
certain mergers, consolidations and acquisitions. In the event the Company
should fail to comply with applicable regulations, the Company could be subject
to substantial fines or penalties and to civil or criminal liability. There is
no assurance that compliance with regulations promulgated from time to time by
the DOT or other regulatory bodies exercising jurisdiction over the Company will
not increase the Company's operating costs, which could adversely affect the
Company's results of operations. See "Business - Regulation."

Environmental Hazards. The Company's operations are subject to various
environmental laws and regulations dealing with the transportation, storage,
presence, use, disposal and handling of hazardous materials, discharge of
stormwater and underground fuel storage tanks. The Company's drivers are trained
in the handling and transportation of hazardous substances and are required to
have a hazardous materials endorsement on their drivers' licenses. If the
Company should be involved in a spill or other accident involving hazardous
substances, if any such substances were found on the Company's properties or if
the Company were found to be in violation of applicable laws and regulations,
the Company could be responsible for clean-up costs, property damage and fines
or other penalties, any one of which could have a materially adverse effect on
the Company. Approximately 34% of the Company's revenues in the first half of
1997 was generated from customers in the chemical industry. See "Business -
Regulation."

Dependence on Key Personnel. The success of the Company's business will
continue to be dependent upon the Company's Chief Executive Officer, Harry J.
Muhlschlegel, and its other senior executive officers. The loss of the services
of any of the Company's key personnel could materially adversely affect the
Company. The Company does not have employment contracts with, and does not
intend to maintain key man life insurance on, any of its executive officers. See
"Management."

No Prior Public Market for Common Stock; Determination of Offering
Price. Prior to this offering, there has been no public market for the Common
Stock, and there can be no assurance that an active trading market for the
Common Stock will develop after this offering or, if developed, that such market
will be sustained. The initial public offering price will be determined solely
through negotiation between the Company and the Representatives of the
Underwriters and may not be indicative of the market price for the Common Stock
after the offering. See "Underwriting" for a description of the factors to be
considered in determining the initial public offering price. From time to time,
the stock market experiences price and volume volatility, which may affect the
market price for the Common Stock for reasons unrelated to the Company's
performance.

Dilution. The current shareholders of the Company acquired their Common
Stock at a cost substantially below the public offering price of the Common
Stock offered hereby and, accordingly, purchasers of Common Stock in this
offering will experience immediate, substantial dilution of approximately $7.95
in net tangible book value per share. See "Dilution."

Dividend Policy; Distribution. Until immediately prior to the completion
of the offering, the Company will be treated as an S Corporation under the
Internal Revenue Code of 1986, as amended (the "Code"). Accordingly, the Company
has made and, prior to that time, will make periodic distributions to its
shareholders in amounts sufficient to enable the shareholders to pay income
taxes on account of the Company's income. Following consummation of the

offering, the Company does not anticipate declaring any further cash dividends
for the foreseeable future. Immediately prior to the completion of this
offering, the Company will convert from S Corporation to C Corporation status.
In connection with this conversion, the Company will make distributions to its
current shareholders for their remaining federal and state income tax
liabilities arising from the Company's S Corporation income in 1997 through the
termination date. In addition, as a result of the payment of the Distribution,
the Company's retained earnings and stockholders' equity will be significantly
reduced. In addition, the Company will record a one-time, non-cash charge
against earnings in the third quarter of 1997, resulting from an increase in its
net deferred tax liability in connection with the Company's conversion from S
Corporation to C Corporation status. Had the Company recorded this additional
liability on June 30, 1997, the amount of this charge would have been
approximately $8.0 million. See "Prior S Corporation Status" and
"Capitalization."

Shares Eligible for Future Sale. Sales of a substantial number of shares
of the Common Stock or their availability for sale in the public market
following this offering may have an adverse effect on prevailing market prices
for the Common Stock. Upon completion of this offering, 3,800,000 shares of
Common Stock will be outstanding. All of these shares (plus up to 570,000
additional shares if the Underwriters' over-allotment option is exercised) will
be freely tradeable without restriction or further registration (except by
affiliates of the Company or persons voting as underwriters) under the
Securities Act of 1933, as amended (the "Securities Act"). None of the 6,858,200
outstanding shares of Class A Common Stock (the "Restricted Shares") may be sold
until the expiration of the lock-up periods described below and thereafter
unless they are registered under the Securities Act or are sold pursuant to a
exemption for registration, such as the exemption provided by Rule 144
promulgated under the Securities Act. In general, Rule 144 allows a person who
has beneficially owned Restricted Shares for at least one year, including
persons who may be deemed affiliates of the Company, to sell Restricted Shares
commencing 90 days after completion of this offering, subject to certain volume
and manner of sale restrictions.

Upon completion of this offering there will be approximately 1,285,820
shares of Common Stock issuable upon exercise of outstanding options under the
Company's employee benefit plans and an additional approximately 1,200,000
shares of Common Stock reserved for issuance under such plans. The Company
intends to file registration statements on Form S-8, within one year of the date
of this Prospectus, covering all such shares. The shares registered under such
registration statement will be freely transferable in the open market upon the
exercise of options or other stock-based awards, subject, in the case of
affiliates, to the Rule 144 volume limitations.

The Company, its executive directors and officers and current shareholders
have agreed that, for a period of 180 days after the date of this Prospectus,
they will not, without the prior written consent of Alex. Brown & Sons
Incorporated, sell or otherwise dispose of, or agree to sell or otherwise
dispose of, any shares of Common Stock or Class A Common Stock. See "Shares
Eligible for Future Sale."

Disclosure Regarding Forward-Looking Statements. This Prospectus contains
forward-looking statements relating to future events or the future financial
performance of the Company. Such forward-looking statements are within the
meaning of that term in Section 27A of the Securities Act and Section 21E of the
Securities Exchange Act of 1934. Such statements may relate, but not be limited,
to projections of revenues, income or loss, capital expenditures, construction
or expansion of regional facilities, acquisitions, plans for growth and future
operations, financing needs or plans or intentions relating to acquisitions by
the Company, as well as assumptions relating to the foregoing. Forward-looking
statements are inherently subject to risks and uncertainties, some of which
cannot be predicted or quantified. Such risks include, but are not limited to,
the matters discussed in the foregoing paragraphs under "Risk Factors." Future
events and actual results could differ materially from those set forth in,
contemplated by or underlying the forward-looking statements.

USE OF PROCEEDS

The net proceeds to be received by the Company from the sale of the
3,800,000 shares offered hereby are estimated to be approximately $45.3 million,
assuming an initial public offering price of $13 per share, after deducting
underwriting discounts and commissions and estimated offering expenses.

The Company will use approximately $18.2 million of the net proceeds to
repay certain borrowings incurred to purchase revenue equipment. At June 30,
1997, these obligations had an aggregate principal balance of $19.8 million,
bore interest at a weighted average annual rate of 7.42% and provided for
maturity dates between October 1997 and May 2007. The Company plans to use
approximately $15.0 million of the net proceeds to purchase and expand regional
facilities. The Company will use a portion of the net proceeds to repay
borrowings (estimated at $6.0 million) under the Company's line of credit
incurred to fund a portion of the Distribution. The line of credit expires on
June 28, 1998. At June 30, 1997, the interest rate on the line of credit was
7.0% per annum and no amounts were outstanding thereunder. See "Prior S
Corporation Status."

The balance of the net proceeds will be used for working capital and
general corporate purposes, including the purchase of revenue equipment and
possible future business acquisitions. The Company currently does not have any
commitments or agreements for any business acquisition and is not in active
negotiations regarding any such acquisitions.

Pending their use by the Company as described above, the Company intends to
invest the net proceeds of the offering in short-term, investment-grade
instruments.

PRIOR S CORPORATION STATUS

Beginning in 1990 for Federal tax purposes, and subsequent to 1990 for
certain states, the Company elected to be treated under Subchapter S (an "S
Corporation") of the Internal Revenue Code of 1986. As a result, since such
elections were made, the Company's income has been taxed directly to the current
shareholders rather than to the Company. The Company has historically made
distributions to its current shareholders from its income, primarily to fund the
shareholders' income tax obligations on account of the Company's taxable income.
Aggregate net cash distributions made during the three years ended December 31,
1996 and during the six months ended June 30, 1997 were approximately $4.5
million and $1.2 million, respectively.

The Company's S Corporation status will terminate in connection with this
offering, after which the Company will be required to pay Federal and state
taxes on its taxable income. Subsequent to June 30, 1997, the Company will make
additional distributions to its current shareholders for their remaining federal
and state income tax liabilities arising from the Company's S Corporation income
in 1997 through the termination date (estimated at approximately $500,000). In
addition, immediately prior to the consummation of this offering, the Company
will effect the Distribution, the majority of which represents the sum of such
shareholders' stock basis and previously taxed, but undistributed income
(including such income arising during periods prior to the time the Company
became an S Corporation). A portion of the Distribution will be borrowed by the
Company under its line of credit (estimated at $6.0 million) and repaid from the
proceeds of this offering. Purchasers of shares in this offering will not
receive any portion of these distributions.

The Company has entered into a Tax Indemnity Agreement with its current
shareholders in order to ensure that all federal (and certain state) income
taxes payable on account of the income of the Company earned during the period
that it was an S Corporation are borne by the current shareholders and that all
such taxes on account of the income of the Company earned after such period are
borne by the Company. The agreement provides for payments to be made by the
shareholders to the Company or by the Company to the shareholders as necessary
in order to take into account any future adjustments which may take place in the
Company's income taxes attributable to prior periods.

DIVIDEND POLICY

Except as described above under "Prior S Corporation Status," the Company
has not declared or paid any cash dividends or distributions on its capital
stock. The Company currently intends to retain any future earnings to fund
operations and the continued development of its business and, therefore, does
not anticipate paying any cash dividends on its Common Equity in the foreseeable
future. The payment of dividends is restricted by the Company's bank financing
agreements. Future cash dividends, if any, will be determined by the Board of
Directors, and will be based upon the Company's earnings, capital requirements,
financial condition and other factors deemed relevant by the Board of Directors.
See "Management's Discussion and Analysis of Financial Condition and Results of
Operations - Liquidity and Capital Resources."

CAPITALIZATION

The following table sets forth the short-term obligations and
capitalization of the Company (i) at June 30, 1997, (ii) on a pro forma basis as
of June 30, 1997 giving effect to (a) additional indebtedness incurred in
connection with the Charlotte Purchase, (b) bank borrowings (estimated at $6.0
million) under the Company's line of credit incurred to fund a portion of the
Distribution and the payment of such Distribution and (c) an estimated $8.0
million increase in the Company's net deferred tax liability resulting from the
termination of its S Corporation status, as if such termination had occurred on
June 30, 1997; and (iii) pro forma as adjusted at June 30, 1997 to reflect the
pro forma adjustments described in (ii) and the sale of 3,800,000 shares of
Common Stock offered hereby at an assumed initial public offering price of $13
per share and the application of the estimated net proceeds therefrom as
described in "Use of Proceeds." The information set forth below should be read
in conjunction with the Financial Statements and notes thereto and "Management's
Discussion and Analysis of Financial Condition and Results of Operations."

JUNE 30, 1997
-----------------------------------
PRO FORMA
ACTUAL PRO FORMA AS ADJUSTED
--------- ----------- -----------
(IN THOUSANDS, EXCEPT SHARE DATA)

Current portion of long-term debt and capital lease obligations............... $ 13,493 $ 21,492 $ 1,870
========= ========= =========
Long-term debt, less current maturities....................................... $ 36,910 $ 36,910 $ 28,752
--------- --------- ---------
Shareholders' equity:
Preferred Stock, no par value, 10,000,000 shares authorized; none issued and
outstanding.............................................................. -- -- --
Common Stock, no par value, 40,000,000 shares authorized; no shares issued
and outstanding actual and pro forma; 3,800,000 shares issued and
outstanding pro forma as adjusted (1).................................... -- -- 45,342
Class A Common Stock, no par value, 10,000,000 shares authorized; 6,858,200
shares issued and outstanding............................................ 1,128 -- --
Retained earnings........................................................... 26,100 8,529 8,529
--------- --------- ---------
Total shareholders' equity.................................................. 27,228 8,529 53,871
--------- --------- ---------
Total capitalization..................................................... $ 64,138 $ 45,439 $ 82,623
========= ========= =========

- ------------------
(1) Excludes approximately 1,285,820 shares of Common Stock reserved for
issuance upon the exercise of options which will be outstanding upon
completion of this offering, which will have a weighted average exercise
price of $10.59 per share, and an aggregate of approximately 1,200,000
shares of Common Stock reserved for issuance under the Company's employee
benefit plans. See "Management - Executive Incentive Plans" and Note 9 of
"Notes to Financial Statements."

DILUTION

As of June 30, 1997, the Company's pro forma net tangible book value was
$8.5 million, or $1.24 per share of Common Equity. Pro forma net tangible book
value per share represents the amount of the Company's total tangible assets
minus its total liabilities after giving effect to (i) an estimated $8.0 million
non-cash charge relating to the termination of the Company's S Corporation tax
status, (ii) the Distribution and (iii) the Charlotte Purchase, divided by the
total number of shares of Common Equity outstanding.

After giving effect to the sale by the Company of 3,800,000 shares of
Common Stock in this offering at an assumed initial public offering price of $13
per share (and after deduction of underwriting discounts and commissions and
estimated offering expenses), the pro forma net tangible book value as of June
30, 1997 would have been approximately $53.9 million or $5.05 per share of
Common Equity. This represents an immediate increase in pro forma net tangible
book value of $3.81 per share to current shareholders and an immediate dilution
in net tangible book value of $7.95 per share to purchasers of Common Stock in
this offering, as illustrated in the following table:

Assumed initial public offering price per share............................... $13.00
Pro forma net tangible book value per share at June 30, 1997................ $1.24
Increase attributable to new investors...................................... 3.81
-----
Pro forma net tangible book value per share after this offering............... 5.05
------
Dilution per share to new investors........................................... $ 7.95
======

The following table sets forth, as of June 30, 1997, the number of shares
of Common Equity purchased from the Company, the total consideration paid to the
Company and the average price per share paid by current shareholders and by the
purchasers of Common Stock in this offering (before deduction of underwriting
discounts and commissions and estimated offering expenses).

SHARES PURCHASED
FROM THE COMPANY (1) TOTAL CONSIDERATION WEIGHTED
-------------------------- -------------------------- AVERAGE PRICE
NUMBER PERCENT AMOUNT PERCENT PER SHARE
------------- ----------- ------------- ----------- -------------

Current shareholders......................... 6,858,200 64.3 $ 1,128,000(2) 2.2% $ 0.16
New investors................................ 3,800,000 35.7 49,400,000 97.8 $13.00
---------- ----- ------------ -----
Total...................................... 10,658,200 100.0% $50,528,000 100.0%
========== ===== =========== =====

- ------------------
(1) The current shareholders hold Class A Common Stock, and the new investors
will hold Common Stock.
(2) After giving effect to the Distribution, the consideration paid by current
shareholders for their Common Equity will have been repaid to them.

Upon completion of this offering, the Company will have outstanding stock
options to purchase approximately 1,285,820 shares of Common Stock at a weighted
average exercise price of $10.59 per share. If these options are exercised,
further dilution to new investors will occur. The Company may also issue
additional shares to effect future potential business acquisitions or upon
exercise of future stock option grants or equity awards which could also result
in additional dilution to then existing shareholders. See "Management -
Executive Compensation."

If the over-allotment option is exercised in full, sales by the option
shareholders in the offering will reduce the number of shares held by current
shareholders to 6,288,200 or 59.0% of the Common Equity outstanding after the
offering, and will increase the number of shares held by new investors to
4,370,000 or 41.0% of the Common Equity outstanding after the offering.

SELECTED FINANCIAL AND OPERATING DATA

The selected income statement data for the years ended December 31, 1994,
1995 and 1996 and the selected balance sheet data as of December 31, 1995 and
1996 have been derived from the financial statements of the Company, audited by
Arthur Andersen LLP, independent public accountants, included elsewhere in this
Prospectus. The selected income statement data for the years ended December 31,
1992 and 1993 and the selected balance sheet data as of December 31, 1992, 1993
and 1994 have been derived from the Company's audited financial statements not
included herein. The selected financial data presented below as of June 30, 1996
and 1997 and for the six-month periods then ended have been derived from the
unaudited financial statements of the Company, which, in management's opinion,
include all adjustments necessary for a fair presentation of the information set
forth therein. The results of operations for the six months ended June 30, 1997
are not necessarily indicative of results to be expected for the entire year.
The information set forth below should be read in conjunction with the Company's
Financial Statements and notes thereto included elsewhere in this Prospectus and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."

SIX MONTHS
YEAR ENDED DECEMBER 31, ENDED JUNE 30,
----------------------------------------------------- --------------------
1992 1993 1994 1995 1996 1996 1997
--------- --------- --------- --------- --------- --------- ---------
(IN THOUSANDS, EXCEPT PER SHARE AND CERTAIN OPERATING DATA)

INCOME STATEMENT DATA:
Operating revenues.................... $ 60,296 $ 90,161 $ 119,299 $ 125,973 $ 154,799 $ 73,568 $ 90,417
--------- --------- --------- --------- --------- --------- ---------
Operating expenses:
Salaries, wages and benefits........ 30,442 46,429 58,276 67,541 81,215 39,659 46,583
Supplies and other expenses......... 15,032 25,065 30,553 30,290 32,824 16,231 17,371
Purchased transportation............ 3,003 2,480 4,019 5,608 10,761 5,518 8,595
Depreciation and amortization....... 2,714 3,249 4,395 6,445 8,732 4,031 5,382
Operating taxes and licenses........ 4,075 6,286 7,369 7,767 8,722 4,318 4,302
Insurance and claims................ 1,720 2,792 3,141 2,612 3,325 1,772 1,975
(Gain) loss on sale of equipment.... (60) (164) (191) (340) (170) (127) 100
--------- --------- --------- --------- --------- --------- ---------
56,926 86,137 107,562 119,923 145,409 71,402 84,308
--------- --------- --------- --------- --------- --------- ---------
Operating income.................. 3,370 4,024 11,737 6,050 9,390 2,166 6,109
Interest expense, net............... 720 1,012 (1,080) 1,773 2,966 1,386 1,629
Other income, net................... (117) (144) (106) (153) (200) (48) (55)
--------- --------- --------- --------- --------- --------- ---------
Income before income taxes and
cumulative effect adjustment...... 2,767 3,156 10,763 4,430 6,624 828 4,535
Income taxes (1).................... 250 323 351 191 429 80 180
--------- --------- --------- --------- --------- --------- ---------
Income before cumulative effect
adjustment(1)..................... 2,517 2,833 10,412 4,239 6,195 748 4,355
Cumulative effect of a change in
accounting principle(1)........... (413) -- -- -- -- -- --
--------- --------- --------- --------- --------- --------- ---------
Net income(1)....................... $ 2,104 $ 2,833 $ 10,412 $ 4,239 $ 6,195 $ 748 $ 4,355
========= ========= ========= ========= ========= ========= =========
Pro forma data:
Net income (1).................... $ 3,849 $ 481 $ 2,647
========= ========= =========
Net income per share (1).......... $ 0.49 $ 0.06 $ 0.34
========= ========= =========
Shares used in computing net
income per share(1)............. 7,839 7,839 7,839
========= ========= =========
Supplemental pro forma net income
per share(2).................... $ 0.51 $ 0.08 $ 0.34
========= ========= =========

OPERATING DATA:
Total shipments (000s)................ 155 269 370 463 586 284 329
Total miles (000s).................... 38,842 57,924 65,855 65,599 75,795 36,288 42,873
Average operating revenue:
Per mile............................ $ 1.55 $ 1.56 $ 1.81 $ 1.92 $ 2.04 $ 2.03 $ 2.11
Per tractor per week................ $ 3,084 $ 3,085 $ 3,553 $ 3,539 $ 3,764 $ 3,705 $ 3,772
Number of tractors at end of period:
Company............................. 376 626 685 740 776 777 853
Owner-operator...................... -- -- -- -- 63 15 105

DECEMBER 31, JUNE 30, 1997
----------------------------------------------------- --------------------
PRO
1992 1993 1994 1995 1996 ACTUAL FORMA(3)
--------- --------- --------- --------- --------- --------- ---------
(IN THOUSANDS)

BALANCE SHEET DATA:
Working capital (deficit)............. $ 190 $ (188) $ 1,336 $ (2,727) $ (5,917) $ (3,342) $ (13,727)
Property and equipment, net........... 13,781 20,541 31,204 46,958 58,967 67,426 68,726
Total assets.......................... 22,426 32,943 49,037 66,427 82,355 96,047 94,961
Long-term debt, less current
maturities.......................... 7,267 11,965 14,554 25,734 28,855 36,910 36,910
Shareholders' equity.................. 6,436 8,246 17,702 18,236 24,071 27,228 8,529

- ------------------
(1) For all periods presented, the Company was an S Corporation and,
accordingly, was not subject to corporate income taxes, except for certain
states during certain periods. Pro forma data assumes (a) the Charlotte
Purchase occurred on January 1, 1996 and (b) the Company was subject to
corporate income taxes for all periods presented, based on the tax laws in
effect during the periods. Pro forma net income per share includes that
number of shares that would be required to be sold (at an assumed initial
public offering price of $13 per share, less underwriting discounts and
commissions and estimated offering expenses) to fund the Distribution. See
"Prior S Corporation Status" and "Note 2 of Notes to Financial Statements."

(3) Adjusted to give pro forma effect to (a) the Charlotte Purchase, (b) bank
borrowings of $6.0 million incurred to fund a portion of the Distribution
and the payment of the Distribution and (c) the termination of the Company's
S Corporation status resulting in a non-cash charge estimated at $8.0
million, in recognition of an increase in the Company's net deferred tax
liability, as if such termination had occurred on June 30, 1997.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

Jevic was founded in 1981, after the deregulation of the trucking industry,
and has developed an operating system which combines the high revenue yield
characteristics of a typical LTL carrier with the operating flexibility and low
fixed costs of a truckload carrier. Most other motor carriers have continued to
specialize as either truckload, moving one shipment at a time, or as
less-than-truckload, moving multiple small shipments through networks of up to
500 terminals.

The Company's system uses a small number of regional facilities which serve
as origination points for consolidation of both small and large shipments. The
shipments are then loaded onto line-haul trailers in a sequence which permits
direct unloading at each shipment's destination, eliminating the need to
rehandle individual shipments at one or more breakbulk terminals. Management
focuses on adjusting freight mix to maximize asset utilization. The Company
maintains a high percentage of variable costs in order to minimize the impact of
short term swings in demand.

Because of the distinct nature of Jevic's operating system, the Company
believes that profitability measures and expense ratios traditionally used to
evaluate truckload or less-than-truckload carriers are not meaningful. Jevic's
results of operations for the last three years were impacted by several factors.
Jevic has been increasing the percentage of its shipments transported by
owner-operators, who supply their own tractor and bear all associated expenses
in return for a contracted rate. As a result, purchased transportation has
increased as a percentage of operating revenues, offset by a reduction, as a
percentage of operating revenues, of drivers' salaries, wages and benefits,
depreciation, fuel (and other supplies and operating expenses) and operating
taxes and licenses. A portion of the increase in owner-operator transportation
results from the Company replacing outside line-haul purchased transportation
with less costly owner-operators. Additionally, Jevic has shifted from a policy
of leasing tractors to purchasing them. As a result, depreciation and interest
expense has increased as a percentage of operating revenues while lease expense,
which is included in supplies and other expenses, has decreased. Finally,
results for 1994 were unusually impacted by the surge in freight that was
diverted to carriers, like Jevic, that did not have work forces represented by
the Teamsters during the trucking strike that took place in April and May.

RESULTS OF OPERATIONS

The following table sets forth for the periods indicated the percentage of
operating revenues represented by certain items in the Company's statements of
income:

SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
------------------------------- --------------------
DESCRIPTION 1994 1995 1996 1996 1997
----------- --------- --------- --------- --------- ---------

Operating revenues..................................................... 100.0% 100.0% 100.0% 100.0% 100.0%
---- ----- ----- ----- -----
Operating expenses:
Salaries, wages and benefits...................................... 48.8 53.6 52.5 53.9 51.5
Supplies and other expenses....................................... 25.6 24.0 21.2 22.1 19.2
Purchased transportation.......................................... 3.4 4.5 7.0 7.5 9.5
Depreciation and amortization..................................... 5.5 6.0 3.7 5.1 5.6
Operating taxes and licenses...................................... 6.2 6.2 5.6 5.9 4.8
Insurance and claims.............................................. 2.6 2.1 2.1 2.4 2.2
(Gain) loss on sale of equipment.................................. (0.2) (0.3) (0.1) (0.2) 0.1
---- ----- ----- ----- -----
90.1 95.2 93.9 97.1 93.3
---- ----- ----- ----- -----
Operating income....................................................... 9.9 4.8 6.1 2.9 6.7
Interest expense, net.................................................. 0.9 1.4 1.9 1.9 1.8
Other income, net...................................................... (0.1) (0.1) (0.1) (0.1) (0.1)
---- ----- ----- ----- -----
Income before income taxes............................................. 9.1% 3.5% 4.3% 1.1% 5.0%
==== ===== ===== ===== =====

SIX MONTHS ENDED JUNE 30, 1997 COMPARED TO SIX MONTHS ENDED JUNE 30, 1996

Operating Revenues

Operating revenues increased 22.8% for the six months ended June 30, 1997
to $90.4 million from $73.6 million for the comparable period of 1996. The
increase resulted primarily from a 15.8% increase in total shipments, due to
increased volume from existing customers and, to a lesser extent, the addition
of new customers. The Company's average tractor fleet grew 20.1% in the first
half of 1997 compared to the first half of 1996, and average revenues per
tractor per week increased slightly to $3,772 during the six months ended June
30, 1997 from $3,705 during the six months ended June 30, 1996.

Operating Expenses

Operating expenses as a percentage of operating revenues decreased to 93.3%
for the six months ended June 30, 1997 from 97.1% for the comparable period of
1996. This decrease was primarily due to a difficult freight market and adverse
weather conditions in early 1996, which caused lower tractor utilization during
the six months ended June 30, 1996. In addition, in 1997, driver wages,
equipment rent and outside line-haul and local transportation expense as a
percentage of operating revenues decreased due to the increased use of
owner-operators. Increased tractor utilization in 1997, due primarily to the
increased use of owner-operators, resulted in increased revenues per mile, and
led to overall operating efficiencies.

As a percentage of operating revenues, salaries, wages and benefits
decreased to 51.5% for the six months ended June 30, 1997 from 53.9% for the
comparable period of 1996. This decrease was primarily due to the Company's
increased use of owner-operators in 1997.

Supplies and other expenses, which primarily consist of operating leases,
fuel, tolls, tires and parts, decreased as a percentage of operating revenues to
19.2% for the six months ended June 30, 1997 from 22.1% for the comparable
period of 1996. This decrease was primarily due to the Company's continuing
shift toward the purchase of revenue equipment financed with debt rather than
leasing such equipment under operating leases, and, to a lesser extent, the
Company's increased use of owner-operators in 1997.

As a percentage of operating revenues, purchased transportation increased
to 9.5% for the six months ended June 30, 1997 from 7.5% for the comparable
period of 1996. This increase was primarily due to the increased use of
owner-operators to supplement the Company's fleet and to substitute for higher
cost, outside line-haul transportation. This increase was partially offset by a
decrease in the use of outside local cartage in the Midwest, as the Company
increased its local fleet in that region in 1997. As a percentage of total
purchased transportation expense, owner-operator expense increased to 59.0% for
the six months ended June 30, 1997 from 4.7% for the comparable period of 1996.

As a percentage of operating revenues, depreciation and amortization
expense increased to 6.0% for the six months ended June 30, 1997, from 5.5% for
the comparable period of 1996. This increase was primarily attributable to the
Company's continuing shift toward the purchase of additional and replacement
revenue equipment financed with debt rather than leasing such equipment under
operating leases.

As a percentage of operating revenues, operating taxes and licenses
decreased to 4.8% for the six months ended June 30, 1997 from 5.9% for the
comparable period of 1996. This decrease was primarily attributable to a
decrease in fuel taxes due to the Company's increased use of owner-operators,
who pay for their own taxes and licenses.

As a percentage of operating revenues, insurance and claims decreased to
2.2% for the six months ended June 30, 1997 from 2.4% for the comparable period
of 1996. This percentage decrease was primarily due to auto liability insurance
being based upon miles rather than revenues and the Company experiencing
efficiencies through the increase in revenues per mile during the first six
months of 1997.

Interest Expense

As a percentage of operating revenues, interest expense was relatively flat
between periods at 1.8% for the six months ended June 30, 1997 and 1.9% for the
comparable period of 1996. Increased debt levels in 1997, resulting from the
increase in owned rather than leased equipment, were offset by lower average
interest rates.

YEAR ENDED DECEMBER 31, 1996 COMPARED TO YEAR ENDED DECEMBER 31, 1995

Operating Revenues

Operating revenues increased 22.9% in 1996 to $154.8 million from $126.0
million in 1995. The increase resulted from a 29.5% growth in total shipments.
The Company's average tractor fleet grew 15.2% in 1996, and improved utilization
led to an increase in revenue per tractor per week of 6.7% in 1996 to $3,764
from $3,539 in 1995.

Operating Expenses

Operating expenses as a percentage of operating revenues decreased to 93.9%
in 1996 from 95.2% in 1995. This decrease was primarily the result of decreased
equipment rent in 1996, partially offset by increased purchased transportation
expense. Increased tractor utilization, which resulted in increased revenues per
mile, also contributed to the overall decrease in operating ratio in 1996
compared to 1995.

As a percentage of operating revenues, salaries, wages and benefits
decreased to 52.5% in 1996 from 53.6% in 1995. The decrease was primarily due to
a decrease in medical insurance expense resulting from decreased claims and
increased employee co-pay percentages. As a percentage of operating revenues,
non-driver wages increased due to the addition of new staff and management
positions in 1996. This increase was offset by a decrease in driver wages as a
percentage of operating revenues, resulting from the use of owner-operators,
which commenced in 1996.

As a percentage of operating revenues, supplies and other expenses
decreased to 21.2% in 1996 from 24.0% in 1995. This decrease was primarily due
to the Company's shift toward the purchase of revenue equipment financed with
debt rather than leasing such equipment under operating leases, and, to a lesser
extent, the Company's use of owner-operators in 1996.

As a percentage of operating revenues, purchased transportation increased
to 7.0% in 1996 from 4.5% in 1995. This increase was due to using more outside
line-haul transportation and more local cartage transportation for fleet support
in the Midwest. In addition, inefficiencies resulting from a difficult freight
market and adverse weather conditions in early 1996 were only partially offset
by the Company's decision to use owner-operators that year. As a percentage of
total purchased transportation expense, owner-operator expense was 21.5% in
1996.

As a percentage of operating revenues, depreciation and amortization
expense increased to 5.6% in 1996 from 5.1% in 1995. This increase was primarily
attributed to the Company's continuing shift toward the purchase of additional
and replacement revenue equipment with debt financing rather than leasing such
equipment under operating leases.

As a percentage of operating revenues, operating taxes and licenses
decreased to 5.6% in 1996 from 6.2% in 1995. This decrease was primarily
attributed to the use of owner-operators in 1996.

As a percentage of operating revenues, insurance and claims remained flat
at 2.1%. Higher cargo losses due to the adverse weather conditions in early 1996
were offset by decreased insurance premiums later in 1996 and the overall
efficiencies gained by the increase in revenues per mile.

Interest Expense

As a percentage of operating revenues, interest expense increased to 1.9%
in 1996 from 1.4% in 1995. The increase was due to increased debt levels in 1996
resulting primarily from revenue equipment purchases being financed with debt
rather than operating leases, partially offset by slightly lower average
interest rates in 1996.

YEAR ENDED DECEMBER 31, 1995 COMPARED TO YEAR ENDED DECEMBER 31, 1994

Operating Revenues

Operating revenues increased 5.6% in 1995 to $126.0 million from $119.3
million in 1994. The modest nature of the increase in operating revenues in 1995
was largely the result of an unusual revenue increase in early 1994, resulting
from a Teamsters strike that adversely impacted the Company's unionized
competitors. The Company's average tractor fleet grew 6.0% in 1995, while
revenue per tractor per week remained relatively constant at $3,539 in 1995 and
$3,553 in 1994.

Operating Expenses

Operating expenses as a percentage of operating revenues increased to 95.2%
in 1995 from 90.1% in 1994. This represented the return to a more normal expense
ratio from the unusually high profit margins experienced as a result of the 1994
Teamsters strike.

As a percentage of operating revenues, salaries, wages and benefits
increased to 53.6% in 1995 from 48.8% in 1994. This increase was primarily due
to the Company's decision to add personnel in sales, information technology and
administrative positions to support the Company's growth plans. The increase was
partially offset by a decrease in driver wages resulting from the Company's
increased use of purchased transportation in 1995.

As a percentage of operating revenues, supplies and other expenses
decreased to 24.0% in 1995 from 25.6% in 1994. This decrease was primarily due
to the Company's shift in 1995 toward the purchase of revenue equipment financed
with debt rather than leasing such equipment under operating leases.

As a percentage of operating revenues, purchased transportation increased
to 4.5% in 1995 from 3.4% in 1994. This increase was due to the Company's
decision to use outside carriers in 1995 to supplement the Company's existing
fleet, rather than acquiring revenue equipment during a period when slow
economic growth was being widely forecast.

As a percentage of operating revenues, depreciation and amortization
increased to 5.1% in 1995 from 3.7% in 1994. This increase was primarily
attributable to the Company's purchases of new revenue equipment to replace the
aging portion of its fleet.

As a percentage of operating revenues, operating taxes and licenses
remained flat at 6.2% as revenues per tractor per week was consistent between
years.

As a percentage of operating revenues, insurance and claims decreased to
2.1% in 1995 from 2.6% in 1994. This decrease was due to reductions in auto
liability insurance premiums as a result of favorable loss experience.

Interest Expense

As a percentage of operating revenues, interest expense increased to 1.4%
in 1995 from 0.9% in 1994. The increase was primarily due to increased debt
levels in 1995 resulting from replacement revenue equipment purchases being
financed principally with debt, in addition to higher average interest rates in
1995.

LIQUIDITY AND CAPITAL RESOURCES

The Company's primary sources of liquidity have been funds provided by
operations, capital and operating equipment leases and bank borrowings. Net cash
provided by operating activities was approximately $13.7 million, $11.8 million,
$15.5 million and $6.7 million in 1994, 1995 and 1996 and the six months ended
June 30, 1997, respectively. Net cash provided by operating activities is
primarily attributable to the Company's income before depreciation and
amortization expense. Operating cash flows during the six months ended June 30,
1996 and 1997 were lower than income before depreciation and amortization
expense for the periods due to the timing of certain payments, resulting in
increased prepaid expenses and decreased accounts payable.

Capital expenditures, net of trade-in allowances, totaled approximately
$14.6 million, $17.7 million, $20.7 million and $14.2 million during 1994, 1995
and 1996 and the six months ended June 30, 1997, respectively. The majority of
the Company's capital expenditures are financed with long-term debt or capital
leases. The Company has budgeted for total capital expenditures of $13.8 million
for the second half of 1997 and $26.2 million in 1998, which includes $3.6
million and $4.8 million to purchase new trailers in the second half of 1997 and
$5.3 million to purchase new tractors and $5.2 million to purchase new trailers
in 1998, with remaining funds expected to be used primarily for real estate
projects and technology equipment purchases.

The Company generally purchases new line-haul tractors and replaces them
after three years. Regional and local tractors are generally replaced after five
years, depending on levels of use. The Company generated cash proceeds from
sales of used tractors of $750,000, $742,000 $108,000 and $241,000, in 1994,
1995 and 1996 and the six months ended June 30, 1997, respectively. Most of the
Company's tractors are covered by agreements under which the Company has the
right to resell the tractors to the vendor at a defined price. There is no
assurance that the Company will be able to generate consistent cash proceeds on
sales of used tractors or obtain favorable trade-in terms in the future.

Net cash provided by financing activities was approximately $2.3 million,
$3.7 million, $6.3 million and $9.7 million in 1994, 1995 and 1996 and the six
months ended June 30, 1997, respectively. At June 30, 1997, total

borrowings under long-term debt totaled $49.5 million, maturing through 2007,
and obligations relating to operating leases totaled $8.3 million through 2001,
of which $1.2 million related to facility leases with the current shareholders.

Net distributions to current shareholders, primarily related to income
taxes on the Company's S Corporation income, were $956,000, $3.8 million and
$1.2 million in 1994 and 1995 and in the first six months of 1997, respectively.
In 1996, the shareholders made net contributions to the Company of $390,000,
primarily related to excess tax distributions made by the Company in 1995.
Subsequent to June 30, 1997, the Company will effect the Distribution and will
make a distribution to its current shareholders for their remaining 1997 Federal
and state S Corporation tax liabilities, estimated at $500,000 as of June 30,
1997. See "Use of Proceeds" and "Prior S Corporation Status."

Jevic is a party to a $25 million credit facility with CoreStates Bank,
N.A. The credit facility includes a $7 million working capital revolving line of
credit, with borrowings limited to 80% of the Company's eligible accounts
receivable, and an $18 million term loan facility used to purchase or refinance
revenue equipment. At June 30, 1997, there was $13.4 million outstanding under
the credit facility, of which $200,000 represented outstanding standby letters
of credit and the remainder of which was outstanding under the term loan
facility. The term loans are secured by a first priority, perfected security
interest in the revenue equipment purchased or refinanced. The rate of interest
on both the term loans and the revolving credit loans is, at the Company's
election, either the Bank's prime rate, a rate based on the London Interbank
offered rate (LIBOR) or a fixed rate quoted by the Bank to Jevic on the date of
a borrowing. The revolving line of credit expires in June 1998. Term loans
outstanding under the facility vary as to their maturity (from five to eight
years from the date of each loan) depending on the type of revenue equipment
financed. The maturities of the Company's term loans range from July 2000 to
November 2004. The credit facility contains covenants made by the Company which
restrict its ability to make business acquisitions and pay dividends on its
capital stock, including the Common Stock, among other things. The Company
intends to borrow an amount under the revolving line of credit (estimated at
$6.0 million) prior to the offering to fund a portion of the Distribution. See
"Use of Proceeds" and "Prior S Corporation Status."

The Company believes that the net proceeds from the offering, funds
generated from operations and available borrowings under its current or future
credit facilities will be sufficient to fund the Company's activities at least
through 1998. See "Use of Proceeds" and "Capitalization."

SEASONALITY

In the trucking industry, revenues generally follow a seasonal pattern as
customers reduce shipments during and after the winter holiday season. In
addition, highway transportation can be adversely affected depending upon the
severity of the weather in various sections of the country during the winter
months. The Company's operating expenses have historically been higher in winter
months, due primarily to decreased fuel efficiency and increased maintenance
costs for revenue equipment in colder weather.

INDUSTRY OVERVIEW

The trucking portion of the transportation industry is estimated at $350
billion, of which LTL and truckload carriers account for an estimated $80
billion. The trucking industry is highly fragmented and consists of over 360,000
carriers. Motor carriers historically have been classified as either truckload
or LTL based on the size of shipment and the manner in which they charge their
customers. Most carriers classified as truckload carriers specialize in handling
shipments weighing 20,000 lbs. or more and charge a flat rate per mile
regardless of how full the trailer is. Truckload carrier systems typically
utilize a driver and a trailer picking up a full load at the shipper's dock,
delivering the shipment to its destination and traveling to the next shipper to
pick up another load. Since truckload carriers are able to deliver freight from
point to point and do not operate with the hub and spoke systems used by typical
LTL carriers, they have lower fixed costs. The absence of a network of breakbulk
terminals, through which all freight is channeled, and destination terminals,
from which shipments are reloaded for final delivery to their destinations,
provides Jevic with greater operating flexibility than most LTL carriers.

Less-than-truckload carriers have traditionally handled large numbers of
small shipments, approximately 1,300 pounds on average, for multiple shippers
and multiple consignees on a scheduled basis through a series of hub and spoke
terminals. Although this method has historically been successful in keeping
trucks full, it has the drawback of requiring both multiple cargo rehandlings,
which are expensive, and a fixed network of pickup, breakbulk and destination
terminals, which is capital intensive, requires a large staff of freight
handlers and lacks operating flexibility. At each breakbulk terminal, freight is
unloaded and reloaded with other freight destined for locations in the same
general direction of another breakbulk terminal, where the truck is sent for
further unloading and loading, until the freight arrives at a destination
terminal located nearest the region of the consignee. At the destination
terminal, freight is then loaded onto a local truck for final delivery. In
addition to contributing to high fixed costs, the operation of a network of
breakbulk terminals increases transit times and the likelihood of cargo damage.
Although some LTL carriers have recently sought to reduce the number of their
breakbulk facilities, the Company believes that the use of the breakbulk system
will continue to be the standard operating method of most LTL carriers. LTL
carriers typically base their rates on the weight of the shipment and the
distance shipped. Because of the ability of LTL carriers to transport and charge
for multiple shipments in a single trailer, LTL carriers generally have a higher
revenue yield, measured in terms of revenue per ton, than truckload carriers.

In the early 1980s, federal regulations were eliminated or amended to
enable motor carriers to serve customers, transport shipments and set rate
structures without significant restriction. Since deregulation, carriers have
grappled with issues similar to those which other deregulated industries have
faced, including intense price competition, consolidation due to industry
over-capacity, lack of knowledge of costs, high fixed costs of inefficient
operations, and rigid work rules. Notwithstanding deregulation, most carriers
have continued to focus their business and price their services as either
truckload carriers or LTL carriers.

Traditional truckload and LTL carriers can efficiently handle freight that
is compatible with their respective operating systems but typically do not have
the flexibility to accommodate a wide range of shipment size, length of haul and
delivery options. As many businesses have focused on quality improvement,
reduced order cycle times, just-in-time inventory management, and regional
assembly and distribution methods, the need for high quality and flexible
service providers in the trucking portion of the transportation industry has
increased. Additionally, companies are streamlining administrative functions and
creating efficiencies by reducing the number of preferred motor carrier vendors
or "core carriers," which eliminates administrative duplication and helps create
strategic shipper advantages by working with a core carrier on solutions to
mutual problems. This trend toward the use of fewer carriers offers significant
growth opportunities for Jevic because of its ability to provide a full array of
services, its financial stability and its critical mass to support high
equipment utilization, commitment to quality service and technological
capabilities.

Jevic's Breakbulk-Free operating system combines the operating flexibility
of typical truckload carriers with the ability to service multiple smaller
shipments, previously the principal domain of the typical LTL carriers. The
benefits of avoiding breakbulks are a higher level of service to the shipper,
particularly improved speed of delivery and reduced cargo damage caused by
rehandling. Jevic's rates are based on a combination of the weight of the
shipment and the length of haul. The benefits to Jevic are the potential for
market share growth, the ability to generate a higher revenue yield as compared
to standard truckload carriers and reduced fixed costs as compared to standard
LTL carriers.

BUSINESS

OVERVIEW

Jevic is a motor carrier that combines the high revenue yield
characteristics of a typical LTL carrier with the operating flexibility and low
fixed costs of a truckload carrier. Jevic utilizes a simplified in-route
delivery system in which over 70% of the Company's shipments are delivered to
their destinations directly from line-haul trailers, eliminating the need for an
expensive network of labor-intensive breakbulk terminals, which most LTL
carriers use to distribute shipments. Jevic's revenue per terminal for 1996 was
approximately $25.8 million, which the Company believes is substantially higher
than typical LTL carriers. The Company serves shippers throughout the eastern
half of the United States and in selected markets in the remainder of the
continental United States and Canada through its origination facilities located
in the metropolitan areas of Atlanta, Boston, Charlotte, Chicago, Houston and
Philadelphia. From 1992 to 1996, the Company's operating revenues and operating
income grew at compound annual rates of 26.6% and 29.2%, respectively.

Jevic began operations as a motor carrier in 1983, soon after deregulation
of the trucking industry. Regulation had caused trucking industry participants
to develop as either truckload carriers or as terminal-based LTL carriers.
Following deregulation, most carriers continue to focus their operations and
price their services as either truckload carriers or LTL carriers. Traditional
truckload and LTL carriers can efficiently handle freight that is compatible
with their respective operating systems but typically do not have the
flexibility to accomodate a wide range of shipment size, length of haul and
delivery options. Jevic developed its Breakbulk-Free operating system to provide
the capabilities of both truckload and LTL service without the inherent
infrastructure requirements and operational limitations of truckload and LTL
carriers.

Jevic's Breakbulk-Free system utilizes a simplified network of terminals,
which serve as regional origination points for initial consolidation of freight
on a trailer. The Company strategically combines smaller shipments (typically
handled by LTL carriers) with larger shipments (typically handled by truckload
carriers) in a sequence which permits direct unloading at each shipment's
destination, with no need to rehandle individual shipments at one or more
breakbulk terminals. Typical LTL carriers have to reload shipments into local
trucks for final delivery, whereas, in most cases, Jevic's operating system
avoids further rehandling at the destination facility. This generally results in
less damage to freight and faster transit times for less than full truckload
shipments. Jevic's flexible operating system minimizes rehandling of freight and
provides a broader range of service than other trucking companies.

MARKETING STRATEGY

Jevic targets prospective customers whose logistics needs are not being
met, develops solutions for those needs and offers a broad range of
transportation services.

o Offer Logistics-Based Solutions. The Company utilizes a consultative
approach to develop customized logistics-based solutions to meet its
customers' transportation and distribution needs. These solutions are
designed to reduce the customer's transportation costs, inventory
carrying costs, handling costs, loss and damage claims and information
processing costs. The Company's customer-focused approach, in which Jevic
provides information and problem-solving as well as transportation, helps
expand its customer base and forge long-term customer relationships.

o Offer a Broad Range of Differentiated Services. By creating a
"one-stop-shop" and offering a broad range of transportation services,
the Company seeks to become its customers' core carrier. Jevic offers its
customers a wide range of shipment size, length of haul and delivery
options as well as heated service. By increasing the number of shipments
from existing customers, the Company achieves operating efficiencies
through higher pick-up and lane density, improved terminal utilization
and reduced administrative duplication. As examples, (i) Jevic offers
regional service with delivery not just overnight, but before noon so
that the shipment can be used in the manufacturing process on the day it
is delivered, and (ii) uses insulated trailers with fully integrated
heaters to provide heated service for freight that can be damaged by cold
weather. The Company offers other specialized services such as partial
truckload service, next day service for shipments transported up to 500
miles and interregional service along key lanes.

significant incremental business in service-sensitive industries, such as
the chemical industry, which accounted for approximately 34% of the
Company's operating revenues in the first half of 1997.

o Solicit Optimal Mix of Shipment Sizes. Jevic selectively solicits
business from its customers in order to load trailers strategically by
integrating larger shipments with smaller shipments and thereby optimizes
revenue yields and asset utilization. The Company also integrates
regional and interregional shipments in a single trailer in order to
increase freight density, which improves asset utilization.

OPERATING STRATEGY

Jevic seeks to maximize its results of operations by providing flexible and
timely service.

o Utilize Breakbulk-Free System. Jevic sequences multiple deliveries from
a single trailer, eliminating the need for a network of breakbulk
terminals and, in most cases, destination terminals, at which typical LTL
carriers unload and reload shipments for final delivery. As a result, the
Company reduces transit times and freight damage, while avoiding the
infrastructure and labor costs associated with a large breakbulk terminal
network.

o Utilize Technology to Improve Productivity and Customer Service. The
Company utilizes technology to improve its customer service and to
increase productivity. The Company's tractors are equipped with state-of-
the-art QUALCOMM OmniTRACS satellite tracking units to provide real-time
customer information and increase fleet utilization. Jevic uses its EDI
system to improve customer communications and reduce administrative
costs. In 1998, the Company plans to implement a new bar coding system
which is designed to enhance the Company's freight tracking capability,
reduce cargo claims and improve operational efficiency.

o Increase Utilization of Owner-Operator Drivers. Jevic has recently
expanded its driver force through the addition of owner-operators, who
supply their own tractor and bear all associated expenses in return for a
contracted rate. The Company intends to increase its utilization of
owner-operator drivers in order to reduce capital expenditure
requirements, improve return on equity, reduce direct exposure to fuel
price fluctuations and provide access to an additional pool of drivers.

o Maintain a Positive Workforce Environment. Through stringent driver
selection criteria, a favorable wage and benefit structure and a positive
working environment, the Company minimizes driver turnover, maintains a
high level of employee satisfaction and motivates employees to provide
high quality service. The Company's annual driver turnover rate was 20.1%
in 1996. Among drivers who have worked for Jevic for more than one year,
the annual turnover rate is 8%. None of Jevic's employees, including
drivers, is represented by a collective bargaining unit.

GROWTH STRATEGY

The Company seeks sustainable growth by increasing the amount of business
generated by existing customers, acquiring new customers within existing regions
and expanding into new regions.

SERVICE

Jevic seeks to customize its service offerings to meet its customers'
evolving requirements for greater speed and reliability. By regularly expanding
the services it provides, the Company increases the types of shipments it can
efficiently handle from existing customers and is able to attract and serve new
customers.

Faster Delivery Times. The Company provides next day and, in many cases,
next morning service along regional lanes of up to 500 miles. As an example,
while a typical regional LTL carrier may offer freight delivery from
metropolitan Philadelphia to metropolitan Boston by the end of the next business
day, Jevic offers delivery by noon on the next business day, at competitive
prices. Jevic believes that it generally provides transit times that are one to
two days faster along key interregional lanes than its principal national
competitors, primarily because of the Company's Breakbulk-Free strategy. For
example, whereas a typical interregional LTL carrier may offer freight delivery
from metropolitan Atlanta to New England in three or four days, Jevic offers
delivery by the morning of the second day after pickup, again at competitive
prices. Other interregional LTL carriers offer freight delivery from the
Northeast to metropolitan Chicago in three to four days, while Jevic offers
delivery in two days, also at competitive prices.

Wide Range of Shipment Sizes. Jevic provides its customers with the
flexibility to handle shipments of a range of sizes and weights not typically
provided by standard LTL or truckload carriers, which enhances the Company's
ability to become a core carrier to its customers. Many of the Company's
customers require transportation of multiple shipments ranging from as little as
50 pounds to over 40,000 pounds. While a standard LTL carrier would not handle
the customer's shipments weighing over 10,000 pounds and a standard truckload
carrier would charge the customer the full truckload rate for each shipment
weighing over 10,000 pounds even if it does not fill a trailer, the Company can
efficiently handle the customer's partial truckload shipments, charging the
customer less than a full truckload rate, and then integrate smaller shipments
from the same customer or other customers in the same region to fill the rest of
the trailer. This allows the customer to save money on the truckload portion of
the shipment and the Company to increase freight density and shipments per
pickup, thereby minimizing incremental costs and improving operating
efficiencies.

Specialized Services.

Heated Service. The Company offers a heated service for customers whose
freight must be protected from freezing during the winter months, principally
customers in the chemical industry. Jevic's heated trailers allow the Company to
provide significant flexibility to customers, such as pickups and deliveries of
heated service shipments on any day of the week. The Company's heated service
enables the Company to attract business from new customers and then expand the
services it provides for those customers to encompass their regular shipments as
well as their heated service shipments. In addition, by providing this heated
service, Jevic is able to enhance revenues from mid-October to mid-April, a
period in which freight volumes are typically lower than at other times during
the year. Jevic believes that there is no significant competition for its heated
service in the LTL market and that it purchases more integrated diesel trailer
heaters than any LTL carrier.

Expedited Service. Jevic offers expedited delivery service on a regional
and inter-regional basis by integrating these premium rated deliveries with
standard service deliveries, thereby increasing revenue per mile. Through its
Breakbulk-Free strategy, Jevic can achieve the same rapid delivery times
required for expedited deliveries and benefits from the premium rates for
expedited service without the inefficiencies and high operating costs of
competing carriers, and at rates which are typically equal to or lower than
competitors' expedited service rates.

BREAKBULK-FREE OPERATING MODEL

Jevic utilizes a simplified network of terminals, which serve as regional
origination points for initial consolidation of freight on a trailer. Shipments
of various sizes are typically picked up "same day" from customers and the
Company combines smaller shipments (typically handled by LTL carriers) with
larger shipments (typically handled by truckload carriers) onto a line-haul
trailer in a sequence which permits the direct unloading of each shipment at its
final destination. This simplifies the delivery process by reducing the number
of facilities needed to effect delivery. The Company's in-route delivery system
bypasses intermediate breakbulk terminals and, in most cases, destination
terminals.

LTL carriers typically rehandle freight at one or more breakbulk terminals
and reload the freight at a destination terminal into a local truck for delivery
to the final destination. Breakbulk-Free operations, in contrast, do not require
an extensive network of "hub and spoke" operating terminals. As a result, Jevic
avoids the fixed costs of operating and maintaining a large network of breakbulk
terminals and a large staff of freight handlers. Jevic's revenue per terminal
for 1996 was $25.8 million, which the Company believes is substantially higher
than typical LTL carriers.

Jevic's Breakbulk-Free system accommodates a wider range of shipment sizes,
as determined by weight, than most LTL carriers, and can provide more rapid
transit times in many cases. By minimizing rehandling, Jevic's system reduces
damage to shipments and associated costs. The Breakbulk-Free system also
enhances the Company's asset utilization. To further increase asset utilization
and shorten transit times, Jevic has integrated the use of twin 28-foot
trailers, or pups, into its existing fleet of 48 foot and 53 foot trailers. The
pups are separated without rehandling of freight, and deliveries are made from
the two pups to different destinations at the same time. Deliveries via pup
trailers can effectively double the number of deliveries per day compared to a
single 48 or 53 foot trailer.

MARKETING AND CUSTOMERS

Jevic's sales force utilizes a consultative approach to develop customized
logistics-based solutions to meet its customers' total transportation and
distribution needs. These solutions are designed to reduce the customer's total
transportation costs, inventory carrying costs, handling costs, loss and damage
claims and information processing costs. The Company's customer-focused
approach, in which Jevic provides information and problem-solving as well as
transportation, helps expand the Company's customer base and forge long-term
relationships with customers.

The Company targets prospective customers whose logistics needs are not
being met and develops solutions for those needs. Once a customer begins to use
Jevic for certain of its shipping needs, the Company offers the customer
additional transportation services to develop the account while increasing its
pickup, lane and delivery density.

Jevic develops new geographic markets in existing or new lanes and regions
and monitors existing lanes for lane balance in both directions. The Company
addresses unbalanced lanes by creating new sales territories in the specific
areas that require additional freight as an origination point. Sales territories
are designed to minimize the distance between pickups and increase fleet
utilization, and seasoned sales personnel are recruited and hired for each
territory. Potential customers within the new territory are identified through
telephone interviews and a final list of top potential accounts are selected as
a starting point for the sales process.

At June 30, 1997, the Company had a direct sales staff of 72 employees. The
sales force is comprised of experienced motor carrier representatives who have
been recruited for territories geographically located to maximize both pickup
and lane density. The Company's sales personnel have knowledge of the local
market in which they operate and receive specialized training in order to learn
the Jevic system, including the disciplined sales criteria used in the customer
selection process. Many sales personnel work from their homes, which are
typically located in the region of an existing or planned Company facility. The
sales force is divided among three regions covering the Northeast,
South/Southeast and Midwest. The Company's National Accounts Department
coordinates the marketing efforts for customers with multiple shipping locations
across the country.

At June 30, 1997, the Company's customer base included over 8,000 active
accounts. The Company transports general commodities, including chemical
commodities used in manufacturing, petroleum, non-durable goods, paper products,
rubber and plastics.

In 1996, Jevic's largest 20, 10 and five customers accounted for
approximately 24.0%, 18.1% and 12.3% of the Company's gross freight revenue,
respectively. During the same year, the Company's largest customer accounted for
approximately 4.5% of gross freight revenue. Because approximately 34% of the
Company's revenue from its top 200 customers in the first half of 1997 had
standard industrial classification codes in the chemicals industry, the Company
believes that a significant amount of its business is generated from
transporting chemicals, including various materials which are subject to
environmental and safety regulations.

REGIONAL FACILITY OPERATIONS

Jevic currently operates through six regional facilities. The Company's
principal regional facility and headquarters are located in metropolitan
Philadelphia, and its other facilities are located in metropolitan Atlanta,
Boston, Charlotte, Chicago and Houston. Jevic's regional facilities are
strategically located to permit the Company to

provide high quality service and minimize freight rehandling to reduce costs.
The Company uses its regional facilities as origination points for initial
consolidation of freight onto the trailer for delivery in-route to the customer.
Jevic does not use regional facilities as breakbulk terminals. Over 70% of the
Company's LTL tonnage is routed directly from the originating terminal to the
customer's destination. The remaining freight is unloaded at a Company terminal
for final local delivery to the destination, typically in a situation where a
specific piece of equipment, such as a liftgate, is required in the unloading
process but is not available on the trailer or where the customer requires a
specific delivery time.

Each regional facility is responsible for the pickup and delivery of
freight for its own service area. Primary responsibility for customer service
resides at the facility level. Facility employees trace freight movement between
facilities on the Company's automated tracing system and respond to customer
requests for delivery information. Jevic believes that its policy of maintaining
primary accountability to customers at the facility level fosters better
relationships, results in improved customer service and enhances its ability to
meet customers' needs.

Jevic's centralized Line-Haul Department is responsible for directing the
systemwide movement of revenue equipment from its origin to destination. The
Company continuously monitors the usage and location of its revenue equipment
and seeks to maximize utilization of all revenue equipment. Dispatchers are
responsible for tracking all drivers and revenue equipment until trailers are
emptied in order to assure timely delivery of shipments. Dispatchers then direct
the reloading of the trailers for deliveries either in the same region or to
another region serviced by the Company.

On a daily basis, the Company's senior executives and facility management
personnel review the prior day's freight shipment and activity reports to
monitor the Company's performance. The daily freight shipment report identifies
shippers, destinations, shipment size and shipment routing. The daily activity
report includes data such as regional bill counts, driver and tractor
availability, load counts, freight damage and loss and accidents. The Company
uses scheduled runs, and schedules additional runs as necessary, to meet its
delivery time schedules.

The Company's growth plans include construction of new, substantially
larger facilities in metropolitan Boston and Chicago and adding selected
regional facilities in new regions when supported by customer demand.

TECHNOLOGY

The Company believes that its use of proven technologies enhances the
Company's efficiency and provides competitive service advantages. Through this
technology, the Company provides better and more timely information to its
customers, improves its operating efficiency and controls and more effectively
leverages its resources.

Satellite Communications. In 1994, the Company installed the QUALCOMM
OmniTRACS satellite-based communications system ("OmniTRACS System") throughout
its fleet. Although more common to the truckload segment, satellite-based
communications systems are not used by most LTL carriers. Operating
continuously, the OmniTRACS System assists the Company's dispatchers in load
planning and enables them to monitor the movement of freight and simplifies the
location of equipment. The OmniTRACS System also permits timely and efficient
communication of critical operating data, such as shipment orders, loading
instructions, routing, safety, maintenance, billing, tracing and delivery
information. For example, dispatchers assign loads by entering the required
information into the system. Drivers then access the previously-planned pickup
from the system and acquire all the necessary customer, order and routing
information through their on-board OmniTRACS display unit, thus eliminating
waiting time and inefficient dependence on truckstop and roadside telephones.
Before installation of the OmniTRACS system, Jevic typically lost one hour or
more of productive time per driver per day while the driver stopped to wait for
and use a telephone.

Enterprise Wide Computing. The Company's NCR 3555 UNIX platform works in
conjunction with a Novell/NT network consisting of over a dozen file servers,
provides connectivity with all Company facilities and produces operational
reports for all end users at the Company's headquarters. In 1998, the Company
plans to add a Sequent NUMA-Q 2000 computer architecture in order to provide
increased enterprise computing and additional disaster recovery capabilities.
Relational database technology (RDBMS) is expected to be employed to provide
flexibility and consistency of data. The Company is developing enhancements to
its core transportation application with custom-designed software.

Document Imaging. The Company uses an optical imaging system to scan
documents such as bills of lading and delivery receipts onto compact disks.
Images are available across all networks to reduce clerical and management time
required to enter and retrieve information. This process enhances the
availability and increases the utilization of data, especially that which
pertains directly to customer service. The Company is currently adding
additional storage and system functionality which will increase image retention,
eliminate many manual duties and be expandable to meet future requirements.

Bar Coding. In 1998, the Company plans to install a comprehensive freight
locator and cross docking system. The bar coding system is designed to enhance
the Company's freight tracking capability and reduce cargo claims and also to
improve operational efficiency through the placement of a bar code on every
shipment which is readable by drivers and facility personnel using a hand-held
wireless scanner.

DRIVERS

A key element contributing to the Company's growth has been its driver
force. As a former driver, Harry Muhlschlegel, the Company's co-founder and
Chief Executive Officer, has continually emphasized the importance of a stable,
high quality driver force. The Company has implemented policies and programs to
maintain a high level of driver quality and job satisfaction. In 1996, the
average annual total wages paid to drivers who worked full time during the year
was over $56,000, not including health insurance and related benefits provided
by the Company. Jevic's line-haul drivers are typically able to return home once
a week and are provided with late model tractors with modern features to provide
driver comfort. See "--Revenue Equipment and Maintenance." Although the industry
experiences driver shortages from time to time, Jevic has been successful in
maintaining an adequate number of qualified drivers. The Company's annual driver
turnover rate was 20.1% in 1996. Among drivers who have worked for the Company
for more than one year, the annual turnover rate is 8.0%. As of June 30, 1997,
72% of the Company's drivers had worked for the Company for more than one year,
and 61% of them had worked for the Company for more than two years.

At June 30, 1997, Jevic employed 920 Company drivers. In addition, 105
owner-operator drivers provided services to the Company. The Company believes
that its proven ability to recruit and retain dedicated, skilled drivers is a
key factor in the Company's continued growth and success. The Company's
recruiting and selection methods are designed to attract the best drivers, which
contributes to customer satisfaction and reduced claims and insurance expense as
a percentage or revenues. Using this process, the Company has been able to more
effectively recruit, hire and retain a reliable, stable driver workforce.

Jevic's policy is to recruit drivers who reside along the Company's primary
lanes of traffic, which enables drivers to return home more often and reduces
the number of off-route miles. The Company hires drivers based upon driving
records and experience, and requires all drivers to be no less than 25 years of
age with at least three years of experience. New hires are required to undergo a
two-week orientation program designed to introduce them to Jevic's operating
strategy. The Company meets with new drivers within the first 90 days of
employment and periodically thereafter to carefully evaluate performance, assist
with compatibility with Jevic's operating structure and discuss any current
concerns.

The Company believes that its stringent selection criteria for drivers, and
its initial and regular refresher training courses for drivers, have been an
important factor in improving the Company's safety record. Drivers are eligible
for bonuses ranging from $500 to $2,500 annually for safe and courteous driving,
depending on seniority within the Company.

OWNER-OPERATORS

In 1996, the Company initiated an owner-operator program. At June 30, 1997,
the Company had contracts with 105 owner-operators which require the contractor
to furnish a tractor and a driver exclusively to transport, load and unload
goods carried by the Company. Owner-operators are subject to the same
recruitment criteria as employee drivers and undergo the same orientation and
training programs. The owner-operators are compensated at a contracted rate per
mile and per pickup and delivery made in-route. The owner-operator program
provides the Company with an alternative method of obtaining additional revenue
equipment with no capital investment, improving return on equity. It also
provides access to an additional pool of drivers in response to the intense
industry

competition for qualified drivers and, to a lesser degree, serves to reduce the
Company's direct exposure to fuel price fluctuations. The Company intends to
continue to increase its use of owner-operators.

REVENUE EQUIPMENT AND MAINTENANCE

At June 30, 1997, the Company operated 853 tractors. The Company's policy
is to use new road tractors for up to 500,000 miles, after which they are
generally traded in or sold. Based on current tractor mileage levels, this
translates to approximately three years for tractors used in interregional
operations and approximately five years for tractors used in regional or local
operations. The major operating systems of the Company's tractors are covered by
manufacturers' warranties for between 250,000 to 750,000 miles. Most of the
Company's tractors are covered by agreements under which the Company has the
right to resell the tractors to the vendor at a defined price. All owner-
operators' tractors are required to pass DOT inspection before use in the
Company's fleet.

At June 30, 1997, the Company operated a fleet of 1,480 trailers. Trailers
are generally traded after 10 years. However, in furtherance of its program to
add heated services capability to its trailer fleet on an accelerated schedule,
the Company intends to trade in certain non-heated trailers which are less than
10 years old by the end of 1997. At June 30, 1997, 53.9% of the Company's
trailers were equipped with integrated heating capability. The Company plans to
spend $3.6 million and $5.3 million to purchase new tractors and $4.8 million
and $5.2 million to purchase new trailers during the second half of 1997 and
during 1998, respectively.

The Company has rigid specifications for all tractor and engine components
and has selected, among others, Freightliner tractors and Cummins engines as its
standard equipment. The Cummins electronic diesel engines control speed and
decrease fuel consumption. All tractors have modern features designed to enhance
performance and provide driver comfort.

In order to enhance its Breakbulk-Free operating model, in 1994 Jevic
introduced the use of twin 28-foot trailers, or "pups," into its fleet. The
Company derives several advantages through the selective use of pup trailers.
The use of twin pups permits more freight to be hauled with one tractor than
could be hauled if one larger trailer were used. The pups are separated without
rehandling of freight, and deliveries are made from the two pups to different
destinations at the same time, providing a significant improvement in delivery
times. Deliveries via pup trailers can effectively double the number of
deliveries per day compared to a single 48 foot or 53 foot trailer. Jevic also
uses pups to effect deliveries in regions where the delivery density is high
enough to require it, but where pickup density has not developed to the point of
opening a new regional facility to originate shipments out of the region.

The Company believes that its heated service is better than that offered by
other motor carriers in several respects. The Company's trailers have a
permanently installed heating system integrated in an insulated trailer body. In
addition, the Company's trailers are designed so that the air is heated and
circulated inside the trailer by passing over a heat exchanger, with no exposure
to any sparks or flame. This provides increased safety for both the driver and
the cargo. In contrast, other companies which offer protective service
alternatively may preheat the cargo and/or cover it with a blanket or place a
portable heater in the trailer, which heats the cargo unevenly and ineffectively
and does not provide the same safety features of the Company's heated trailers.
In addition, competing carriers generally provide much more restrictive
protective services, refusing to transport shipments requiring protection from
freezing in extremely cold weather or over a weekend.

The following table reflects the model years of the Company's tractors and
trailers as of June 30, 1997:

TRACTORS
------------------------------------------------
MODEL YEAR ROAD REGIONAL LOCAL TOTAL
---------- ---- -------- ----- -----

1998........................................................................ 40 -- 10 50
1997........................................................................ 132 -- 60 192
1996........................................................................ 150 34 66 250
1995........................................................................ 210 -- -- 210
1994........................................................................ 4 23 -- 27
1993 and prior.............................................................. 31 4 89 124
---- ---- ---- ----
Total..................................................................... 567 61 225 853

TRAILERS
------------------------------------------------
28-FOOT
MODEL YEAR "PUPS" 48-FOOT 53-FOOT TOTAL
---------- ---------- ------- ------- -----

1997..................................................................... -- 160 110 270
1996..................................................................... 50 199 66 249
1995..................................................................... 70 -- -- 70
1994..................................................................... -- 100 -- 100
1993 and prior........................................................... 32 703 56 791
----- ----- ---- -----
Total.................................................................. 152 1,162 166 1,480(1)

- ------------------
(1) Includes 798 heated trailers.

The Company's primary maintenance facility is located near its New Jersey
headquarters and main regional facility. In addition, routine and preventative
maintenance checks and repairs on all revenue equipment are performed at all of
the Company's regional facilities. Through regular maintenance of its revenue
equipment, Jevic minimizes equipment downtime and enhances the equipment's
operating performance.

SAFETY AND RISK MANAGEMENT

The Company is committed to a high degree of safety in all of its
operations, and utilizes a self-directed, team approach to risk management,
building in loss control at the earliest stages. Employees are provided with the
equipment and training required to do their jobs safely and efficiently. Drivers
are retrained for risk management on a periodic basis and are provided with
cameras to film accident scenes as soon as an incident occurs.

In 1996, claims and insurance as a percentage of operating revenues were
2.1%, which the Company believes is low in comparison to the trucking industry
as a whole. This performance is the result of careful driver recruiting,
extensive driver training and the emphasis on a safety-conscious culture
throughout the Company.

The Company is self-insured for cargo claims up to $5,000 per occurrence.
The Company self-insures for bodily injury claims for up to $20,000 per
occurrence. Since 1993 the Company has self-insured for workers' compensation
claims of up to $250,000 per occurrence in order to capitalize on its favorable
claims history. During the past four years the Company received only nine claims
exceeding $50,000, of which only two exceeded $100,000. This led to an increase
in the Company's discount from standard insurance premium rates from 38% in 1992
to 81% in 1996.

EMPLOYEES

At June 30, 1997, the Company employed 1,758 persons in the following
categories:

CATEGORY NO. OF EMPLOYEES
-------- ----------------

Drivers.................................................. 920
Executive and Administrative............................. 503
Dockworkers.............................................. 162
Mechanics................................................ 101
Sales and Marketing...................................... 72

None of Jevic's employees is represented by a collective bargaining unit.
At June 30, 1997, the Company had 105 owner-operator drivers under contract in
addition to its employee drivers. Management believes that relations with its
employees and owner-operators are good.

PROPERTIES

The Company owns its headquarters and main regional facility located in
Delanco, New Jersey, near Philadelphia. The Company also owns its Houston
regional facility and leases regional facilities in Atlanta, Charlotte, Chicago
and New England.

Owned Facilities
- ----------------

SQUARE FOOTAGE
----------------------
TERMINAL
AND
LOCATION ACRES # OF DOORS OFFICE MAINTENANCE
-------- --------- ----------- --------- -----------

600 Creek Road, Delanco, NJ (Phila. Metro)............. 36.0 108 155,900 17,400
700 Creek Road, Delanco, NJ (Phila. Metro)(1).......... 19.5 -- 24,000 --
Houston................................................ 6.5 44 15,870 3,920

Leased Facilities
- -----------------

SQUARE FOOTAGE
------------------------
TERMINAL LEASE
LOCATION ACRES # OF DOORS AND OFFICE MAINTENANCE EXPIRATION
-------- ------- ---------- ---------- ----------- ----------

Atlanta................................................. 18.0 74 34,400 7,056 April 1999
Charlotte(2)............................................ 11.7 47 34,750 6,400 April 2000
Chicago................................................. 12.3 82 56,900 11,600 May 1999
New England-1........................................... 4.1 22 8,700 -- May 1998
New England-2........................................... -- 16 4,000 -- March 1998
Willingboro, NJ......................................... 5.5 -- -- 24,000 December 2013

- ------------------
(1) This facility is an office only.

(2) Prior to completion of this offering, the Company intends to purchase this
facility. See "Use of Proceeds" and "Certain Transactions."

FUEL AVAILABILITY AND COST

The motor carrier transportation industry is dependent upon the
availability of diesel fuel. Increases in fuel prices or fuel taxes, shortages
of fuel or rationing of petroleum products could have a material, adverse effect
on the operations and profitability of the Company. As a result of its
relationships with major fuel suppliers, the Company has not experienced
difficulties in maintaining a consistent and ample supply of fuel, but fuel is
one of the Company's most substantial operating expenses. In order to reduce the
Company's vulnerability to rapid increases in the price of fuel, the Company
enters into purchase contracts with fuel suppliers from time to time for a
portion of its estimated fuel requirements at guaranteed prices. The Company is
a party to an agreement with a fuel supplier to purchase approximately 40% of
its estimated fuel needs through March 1998 at a guaranteed price, which is
consistent with market prices on the date of this Prospectus. Although this
arrangement helps reduce the Company's vulnerability to rapid increases in the
price of fuel, the Company will not benefit from a decrease in the price of fuel
to the extent of its commitment to purchase fuel under these contracts.

COMPETITION

The trucking portion of the transportation industry is highly competitive
and fragmented. Jevic competes with regional, inter-regional and national LTL
carriers of varying sizes and, to a lesser extent, with truckload carriers, air
freight carriers and railroads, a number of which have greater financial
resources, operate more revenue equipment and have larger freight capacity than
the Company. In certain regions, the Company faces competition from local
carriers. See "Risk Factors-Competition."

The Company believes that the principal competitive factors in its business
are service, pricing and the availability and configuration of equipment that
meets a variety of customers' needs. The Company also competes with other motor
carriers for the services of drivers. The Company believes that it is able to
compete effectively in its markets by providing consistently high quality and
timely-service at competitive prices.

REGULATION

Interstate and intrastate motor carriage has been substantially deregulated
as a result of the enactment of the Motor Carrier Act of 1980, the Trucking
Industry Regulatory Reform Act of 1994, the Federal Aviation Administration
Authorization Act of 1994 and the ICC Termination Act of 1995. Carriers can now
readily enter the trucking industry and rates and services are largely free of
regulatory controls. However, interstate motor carriers remain subject to
certain regulatory controls imposed by agencies within the DOT, such as the
Federal Highway Administration and the Surface Transportation Board.

Interstate motor carrier operations are subject to safety requirements
prescribed by the United States Department of Transportation ("DOT"). Such
matters as weight and dimension of equipment are also subject to federal and
state regulations. Since 1989, DOT regulations have imposed mandatory drug
testing of drivers, and more recent DOT regulations have imposed certain tests
for alcohol levels in drivers and other safety personnel. To date, the DOT's
national commercial driver's license and drug testing and alcohol testing
requirements have not adversely affected the availability to the Company of
qualified drivers.

The Federal Aviation Administration Authorization Act of 1994, which became
effective on January 1, 1995, essentially deregulated intrastate transportation
by motor carriers. This Act prohibits individual states from regulating entry,
pricing or service levels. However, the states retained the right to continue to
require certification of carriers, but this certification is based only upon two
primary fitness criteria: safety and insurance.

The Company's operations are subject to various environmental laws and
regulations dealing with, among other things, the transportation, storage,
presence, use, disposal and handling of hazardous materials, discharge of
stormwater and underground fuel storage tanks. All of the Company's drivers are
trained in the handling and transportation of hazardous substances and are
required to have a hazardous materials endorsement on their drivers license. The
Company believes it is in compliance with applicable environmental laws and
regulations.

The transportation industry is subject to regulatory and legislative
changes that can affect the economics of the industry by requiring changes in
operating practices or influencing the demand for and the costs of providing
services to shippers. From time to time, various legislative proposals are
introduced to increase federal, state, or local taxes, including taxes on motor
fuels. The Company cannot predict whether, or in what form, any increase in such
taxes applicable to the Company will be enacted.

LEGAL PROCEEDINGS

The Company is routinely a party to litigation incidental to its business,
primarily involving claims for workers' compensation or for personal injury and
property damage incurred in the transportation of freight. Management believes
that the outcome of such actions will not have a material adverse effect on the
Company's financial position or results of operations. The Company maintains
insurance which covers liability amounts in excess of retained liabilities from
personal injury and property damage claims.

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The following table and biographies set forth information concerning the
individuals who serve as directors and executive officers of the Company:

NAME AGE POSITION
---- --- --------

Harry J. Muhlschlegel........................ 50 Chairman of the Board and Chief Executive Officer
Karen B. Muhlschlegel........................ 50 Vice President, Secretary and Director
Paul J. Karvois.............................. 42 President, Chief Operating Officer and Director
Brian J. Fitzpatrick......................... 37 Senior Vice President - Finance and Chief Financial Officer
William F. English........................... 45 Senior Vice President - Operations
Joseph A. Librizzi........................... 48 Senior Vice President - Marketing and Sales

Harry J. Muhlschlegel. Mr. Muhlschlegel has over 28 years of experience in
the trucking industry. He co-founded Jevic along with his wife, Karen
Muhlschlegel, in 1981 and has served as its Chairman of the Board and Chief
Executive Officer since its inception. Until March 1997, he also served as the
Company's President.

Karen B. Muhlschlegel. Ms. Muhlschlegel has over 28 years of experience in
the trucking industry. She co-founded Jevic along with her husband, Harry
Muhlschlegel, in 1981 and has served as a Vice President and Secretary of the
Company since its inception.

Paul J. Karvois. Mr. Karvois became Jevic's President and Chief Operating
Officer in March 1997. He joined the Company in January 1992 as Director of
Insurance. Later in 1992, he created the Company's risk management group and
became Director of Risk Management. Mr. Karvois was promoted to the position of
Senior Vice President - Marketing and Sales in December 1993. Prior to joining
the Company, Mr. Karvois had 21 years of marketing, sales and operations
experience in the trucking industry, serving in a variety of positions with
truckload and LTL carriers.

Brian J. Fitzpatrick. Mr. Fitzpatrick joined Jevic in September 1993 as
Senior Vice President - Finance, and was elected to the office of Chief
Financial Officer in February 1995. Prior to joining the Company, Mr.
Fitzpatrick served for seven years with United Jersey Bank/South (now Summit
Bank), most recently as a Vice President, responsible for southern New Jersey
middle market development. Prior to joining the Company, Mr. Fitzpatrick had
twelve years of commercial banking experience.

William F. English. Mr. English joined Jevic in August 1988 as Senior Vice
President - Operations. Prior to joining the Company, Mr. English had 17 years
of operations, financial and marketing experience in the transportation
industry, including positions with national LTL and truckload carriers.

Joseph A. Librizzi. Mr. Librizzi joined Jevic in April 1997 as Senior Vice
President - Marketing and Sales. Prior to joining the Company, Mr. Librizzi had
more than 26 years of experience in the transportation industry. From 1992 until
he joined the Company, he served as President of Carretta LTR, an affiliate of
Carretta Trucking, where he served as Vice President of LTL Sales from 1990 to
1992.

In September 1997, the Company intends to add two non-employee directors
("outside directors") to its Board of Directors, at which time the Board of
Directors will be divided into three classes serving for the terms noted below
and thereafter for staggered three-year terms. Mr. Muhlschlegel will be a Class
I director with an initial term expiring at the annual meeting of shareholders
in 2000; Ms. Muhlschlegel and Mr. Karvois will be Class II directors with an
initial term expiring at the annual meeting of shareholders in 1999; and the two
outside directors will be Class III directors with an initial term expiring at
the annual meeting of shareholders in 1998. The Amended Certificate does not
provide for cumulative voting in the election of directors. The Company's
executive officers are elected annually by the Board of Directors and serve at
the discretion of the Board.

Board Committees. Following completion of this offering, the Board of
Directors will have an Audit Committee, composed of the two outside directors,
and a Compensation Committee, composed of Mr. Muhlschlegel, and the two outside
directors. The principal functions of the Audit Committee will include

making recommendations to the Board regarding the selection of independent
public accountants to audit annually the books and records of the Company
reviewing the proposed scope of each audit and reviewing the recommendations of
the independent public accountants as a result of their audit of the Company.
The Audit Committee will also periodically review the activities of the
Company's accounting staff and the adequacy of the Company's internal controls.
The Compensation Committee will be responsible for establishing the salaries of
the executive officers of the Company, incentives and other forms of
compensation and benefit plans and administering the Company's employee benefit
plans.

Compensation Committee Interlocks and Insider Participation in Compensation
Decisions. In 1996, decisions concerning compensation of executive officers
were made by the Company's Board of Directors, consisting, at that time, of
Harry and Karen Muhlschlegel. See "Certain Transactions."

Compensation of Directors. Prior to this offering, directors of the
Company were not compensated for their services as such. Following completion of
this offering, the Company will pay each non-employee director $500 for each
meeting of the Board of Directors and Board Committee attended. The Company will
also reimburse such directors for their expenses incurred in connection with
their activities as directors. The Company also has an incentive plan which
provides for the automatic grant of stock options to outside directors. See
"Executive Compensation - Executive Incentive Plans - 1997 Incentive Plan."

EXECUTIVE COMPENSATION

Summary Compensation. The following table sets forth, with respect to
services rendered during 1996, the total compensation paid to or for the account
of the Company's Chief Executive Officer and its three other executive officers
whose total annual salary and bonus exceeded $100,000 during 1996 (the "named
executive officers").

SUMMARY COMPENSATION TABLE

ANNUAL COMPENSATION
-------------------
SALARY ALL OTHER
NAME AND PRINCIPAL POSITION YEAR ($) BONUS ($) COMPENSATION(1)
- --------------------------- ---- ------ --------- ---------------

Harry J. Muhlschlegel.............................................. 1996 $505,000 $ -- $31,824
Chief Executive Officer and Chairman of the Board (2)
Paul J. Karvois.................................................... 1996 $123,077 $25,000 $ 8,492
President and Chief Operating Officer (2)
Brian J. Fitzpatrick............................................... 1996 $158,703 $25,000 $ 8,901
Senior Vice President and Chief Financial Officer
William F. English................................................. 1996 $140,400 $25,000 $ 7,449
Senior Vice President - Operations

- ------------------
(1) These amounts include matching contributions made by the Company under the
401(k) Plan on behalf of the executives in the following amounts: Mr.
Muhlschlegel - $950; Mr. Karvois - $1,218 and Mr. Fitzpatrick - $950. The
Company is a party to "split dollar" life insurance agreements with Messrs.
Muhlschlegel, Karvois, Fitzpatrick and English under which the Company
advances all or a portion of the premiums on permanent life insurance
policies insuring the lives of the executives and owned by the executives.
Upon termination of the executives' employment or the executives' death (or
upon the second to die of Mr. and Ms. Muhlschlegel in the case of Mr.
Muhlschlegel's agreement), all premiums previously advanced by the Company
under the policies are required to be repaid by the executive. The Company
retains an interest in the policies' cash values and excess death benefits
to secure the executives' repayment obligations. The amounts set forth in
the table also include the following amounts representing the value of the
premium payments by the Company in 1996 projected on an actuarial basis
assuming that each executive retires at age 65 and the agreements are then
terminated: Mr. Muhlschlegel - $30,874, Mr. Karvois - $7,274, Mr.
Fitzpatrick - $7,951 and Mr. English - $7,448.

(2) In March 1997, Mr. Muhlschlegel resigned from the office of President,
retaining his position as Chief Executive Officer and Chairman of the Board.
At that time, Mr. Karvois was promoted from Senior Vice President -
Marketing and Sales to President and Chief Operating Officer, at an annual
salary of $250,000.

Option Holdings. The following table sets forth certain information
regarding the number and exercise price of options to purchase Common Stock held
by the named executive officers at December 31, 1996. No options were exercised
by or granted to the named executive officers in 1996.

YEAR-END OPTION VALUES

NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT YEAR-END(#) AT YEAR-END($)(1)
------------------------- -------------------------
NAME EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ---- ------------------------- -------------------------

Harry J. Muhlschlegel.................................... -- --
Paul J. Karvois.......................................... 0/137,164 $ 0/$618,610
Brian J. Fitzpatrick..................................... 0/137,164 $ 0/$618,610
William F. English....................................... 0/137,164 $ 0/$618,610

- ------------------

(1) Value equals an assumed per share initial public offering price of $13 per
share less the per share exercise price.

EXECUTIVE INCENTIVE PLANS

1997 Incentive Plan

The Company's 1997 Incentive Plan (the "Incentive Plan") authorizes the
issuance of up to 1,500,000 shares of its Common Stock to its employees,
directors, consultants and other individuals who perform services for the
Company pursuant to stock options and other stock-based awards granted under the
Incentive Plan.

The Compensation Committee of the Board of Directors administers the
Incentive Plan. Under the terms of the Incentive Plan, the Compensation
Committee is required to be composed of two or more directors. The Compensation
Committee has the authority to interpret the Incentive Plan and to determine and
designate the persons to whom options or awards shall be made and the terms,
conditions and restrictions applicable to each option or award (including, but
not limited to, the price, any restriction or limitation, any vesting schedule
or acceleration thereof, and any forfeiture restrictions).

Pursuant to the Incentive Plan, on the date of this Prospectus,
non-qualified options to purchase 12,500 shares of Common Stock at the initial
public offering price set forth on the cover page of this Prospectus will be
granted to each of the outside directors and options to purchase an aggregate of
approximately 575,000 shares will be granted to Jevic employees (including an
aggregate of 95,000 options to the named executive officers, other than Mr.
Muhlschlegel). Of these options, 40% will vest on the second anniversary of the
date of grant and 20% will vest on each of the three succeeding anniversaries.
Upon the initial election of any outside director to the Board after the date of
this Prospectus, a non-qualified option to purchase 12,500 shares of Common
Stock will be granted to such outside director at an exercise price equal to the
fair market price on the date of grant. In addition, upon each election of any
outside director to the Board by the shareholders after the third anniversary of
such director's initial election to the Board, a non-qualified option to
purchase an additional 5,000 shares of Common Stock will be made to such outside
director at an exercise price equal to the fair market price on the date of
grant, with same vesting provisions as noted above.

The Incentive Plan contains provisions for granting various stock-based
awards, including incentive stock options as defined in Section 422 of the Code,
nonqualified stock options, restricted stock, performance shares and performance
units (as further described below). The term of the Incentive Plan is ten years,
subject to earlier termination or amendment.

Except with respect to stock option grants to outside directors, as
described above, the Compensation Committee has the power to select award
recipients and their allotments and to determine the price, terms and vesting
schedule for awards granted. While there are no predetermined performance
formulas or measures or other specific criteria used to determine recipients of
awards under the Incentive Plan, awards are based generally upon consideration
of the grantee's position and responsibilities, the nature of services provided
and accomplishments, the value of the services to the Company, the present and
potential contribution of the grantee to the success of the Company, the
anticipated number of years of service remaining and other factors the Board or
the Compensation Committee may deem relevant.

Stock Options. The Incentive Plan provides for the grant of "incentive
stock options," as defined in Section 422 of the Code, to employees of the
Company. The Incentive Plan also provides for the grant of stock options that do
not qualify as incentive stock options under the Code ("nonqualified stock
options") to employees of the Company, directors of the Company, and consultants
and other individuals who perform services for the Company but are not employed
by the Company. The exercise price of any incentive stock option granted under
the Incentive

Plan may not be less than 100% of the fair market value of the Company's Common
Stock on the date of grant. Options granted under the Incentive Plan may be
exercised for cash or in exchange for shares of Common Stock owned by the option
holder having a fair market value on the date of exercise equal to the option
exercise price. The aggregate fair market value, determined on the date of
grant, of the shares with respect to which incentive stock options are
exercisable for the first time by an employee during any calendar year may not
exceed $100,000.

Under the Incentive Plan, each option is exercisable for the full amount or
for any part thereof at such intervals or in such installments as the
Compensation Committee shall determine at the time it grants an option. However,
no award shall be exercisable with respect to any shares of Common Stock later
than ten years after the date of the grant of such options. Unless otherwise
specified by the Compensation Committee with respect to a particular option, all
options are non-transferable, except upon death, by the optionee. The shares
subject to expired options or terminated options which remain unexercised become
available for future grants.

If an optionee ceases to be employed by, or to render services to, the
Company for any reason other than death, disability or termination for cause,
unless otherwise specified by the Compensation Committee with respect to a
particular option, any option exercisable on the date of such termination
generally may be exercised for a period of one month from the date of such
termination or until the expiration of the stated term of the option, whichever
period is shorter. In the event of termination of employment or service by
reason of death or disability, unless otherwise specified by the Compensation
Committee with respect to a particular option, any option exercisable at the
date of such termination generally may be exercised for a period of one year
from the date of termination or until the expiration of the stated term of the
option, whichever period is shorter. If a participant's employment or service is
terminated for cause, unless otherwise specified by the Compensation Committee
with respect to a particular option, any option not exercised prior to the date
of such termination shall be forfeited. In the event of a change of control of
the Company, the Compensation Committee may cause all outstanding options to
become immediately exercisable and may provide for the cancellation of options
and a cash payment to the holders of such canceled options.

Restricted Stock. "Restricted Stock" are shares of the Company's Common
Stock granted to an employee for no cash consideration, which will be forfeited
to the Company if the grantee ceases to be an employee of the Company during a
restriction period specified by the Compensation Committee at the time it grants
the Restricted Stock. In the event of death or disability, the restrictions will
lapse with respect to that percentage of Restricted Stock held by the grantee
that is equal to the percentage of the restriction period that had elapsed as of
the date of death or commencement of disability. In the event of a change of
control of the Company, the Compensation Committee may cause all restrictions on
shares of Restricted Stock to lapse. Shares of Restricted Stock that are
forfeited become available for future grants.

Performance Shares. A "Performance Share" is an award of the right to
receive stock or cash, at the election of the recipient, at the end of a
specified period upon the attainment of performance goals specified by the
Compensation Committee at the time of grant. Performance Shares generally will
be forfeited if the grantee ceases to be an employee of the Company during the
performance period for any reason other than death or disability. In the event
of death or disability, the participant or his or her estate will be entitled to
receive, at the expiration of the performance period, a percentage of his or her
Performance Shares equal to the percentage of the performance period that had
elapsed at the time of death or commencement of disability, provided that the
Compensation Committee determines that the applicable performance goals have
been met. In the event of a change of control of the Company, the Compensation
Committee may cause all conditions applicable to the Performance Shares to
terminate and cash in the amount of the fair market value of the full number of
shares of Common Stock subject to the Performance Share award to be issued to
the grantee. Performance Shares that are forfeited or not delivered to the
grantee become available for future grants.

Performance Units. A "Performance Unit" is an award of the right to
receive cash at the end of a specified period upon the attainment of performance
goals specified by the Compensation Committee at the time of the grant. The
amount payable under a Performance Unit is equal to the increase in value of a
Unit from the date of award to the date of attainment of the performance goals.
Performance Units generally will be forfeited if the grantee ceases to be an
employee of the Company during the performance period for any reason other than
death or disability. In the event of death or disability, the grantee or his or
her estate will be entitled to receive, at the expiration of the performance
period, a percentage of his or her Performance Units equal to the percentage of
the performance period that elapsed at the time of death or commencement of
disability, provided that the Compensation Committee determines that the
applicable performance goals have been met. In the event of a change of control
of the Company,

the Compensation Committee may cause all conditions applicable to the
Performance Units to terminate and a cash payment for the full amount of the
Performance Units to be made to the grantee.

1994 Stock Option Plan

The Company's 1994 Stock Option Plan (the "Option Plan") provides for the
grant of options to purchase up to 685,820 shares of the Common Stock of the
Company to employees, not including directors who are not also employees. The
options granted under the Option Plan are intended to constitute either
incentive stock options within the meaning of Section 422 of the Code, or
non-qualified stock options, as determined by the Board of Directors or
Compensation Committee, as the case may be, at the time of grant. On December
31, 1994, the Board of Directors granted non-qualified options to purchase all
685,820 shares of Common Stock available for issuance under the Option Plan to
executive officers and key employees of the Company at an exercise price of
$8.49 per share, which was determined by the Board to be the fair market value
of the shares on the date of grant. Of this amount, an option to purchase
137,164 shares was granted to each of Messrs. Karvois, Fitzpatrick and English.
No additional option grants will be made under the Option Plan.

The Option Plan has been administered by the Board of Directors of the
Company but, following the formation thereof, shall be administered by the
Compensation Committee of the Board of Directors. The Compensation Committee has
the authority to interpret the Option Plan and to determine and designate the
persons to whom options shall be granted and the terms, conditions and
restrictions applicable to each option (including, but not limited to, the
exercise price and the amendment of any option to, for example, accelerate the
exercise date or change the termination date of any option).

Stock options may be exercised within 60 days after the optionee's
termination of employment, to the extent exercisable prior to such termination
(180 days after the optionee's death or Disability (as defined in the Stock
Option Plan)). Options granted under the Option Plan will vest on the 10th
anniversary of the date of grant. In the event the Company completes a Public
Offering (defined in the Option Plan), options granted under the Option Plan
vest ratably over a five-year period commencing on the first anniversary of the
offering. The offering of shares hereunder will constitute a Public Offering
pursuant to the terms of the Option Plan and will initiate the vesting of the
options granted thereunder. The Option Plan provides for the automatic
acceleration of the exercisability of all outstanding options upon the
occurrence of a Sale of the Company (as defined in the Option Plan); provided
that options accelerated in this manner must be exercised at or in connection
with such Sale of the Company. The Compensation Committee may generally amend,
alter or discontinue the Option Plan at any time, but no amendment, alteration
or discontinuation will be made which would impair the rights of an optionee
with respect to an outstanding stock option.

Employee Stock Purchase Plan

The Company has adopted an Employee Stock Purchase Plan (the "Purchase
Plan"), effective upon completion of this offering, which will allow all full
time employees of the Company, subject to certain limitations, to purchase
shares of the Company's Common Stock at a discount from the prevailing market
price at the time of purchase. Such shares may either be issued by the Company
from its authorized and unissued Common Stock or purchased by the Company on the
open market. Any employee owning five percent or more of the voting power or
value of the Company is not eligible to participate in the Purchase Plan. A
maximum of 300,000 shares of the Company's Common Stock will be available for
purchase under the Purchase Plan.

An eligible employee will be able to specify, before the commencement of
each semi-annual period, an amount to be withheld from his or her paycheck and
credited to an account established for him or her (the "Participation Account").
Amounts in the Participation Account will be applied to the purchase of shares
of the Company's Common Stock on the last day of each semi-annual period. The
price of such shares will be equal to 90% of the average of the high and low
sales prices per share of the Company's Common Stock on the principal national
securities exchange on which the Common Stock is listed or admitted to trading
or, if not listed or traded on any such exchange, on the Nasdaq National Market.
Only whole shares of Common Stock may be purchased. Amounts withheld from an
employee's paycheck and not applied to the purchase of whole shares of Common
Stock will, at the election of the employee, either remain credited to the
employee's Participation Account or be returned to the employee.

Upon termination of an employee's employment for any reason other than
death or a leave of absence beyond 90 days, all amounts credited to such
employee's Participation Account shall be returned to him or her. Upon

termination of an employee's employment because of death, his or her
successor-in-interest shall have the right to elect before the earlier of the
end of that calendar quarter or the 60th day following the employee's date of
death either to withdraw the amount credited to his or her Participation Account
or to apply such amounts to the purchase of Common Stock.

The Purchase Plan will be administered by the Compensation Committee of the
Board of Directors. The Board of Directors may amend or terminate the Purchase
Plan. The Purchase Plan is intended to comply with the requirements of Section
423 of the Code.

401(k) Plan

The Company maintains a 401(k) Profit-Sharing Plan ("401(k) Plan") for the
benefit of its eligible employees which consists of a 401(k) component and a
profit-sharing component. The 401(k) Plan, which is intended to be qualified
under the Code, is a cash or deferred profit-sharing plan covering all of the
employees of the Company who have completed at least six consecutive months of
service and have attained the age of 20 1/2.

Under the 401(k) component, participants may elect to defer between 1% and
15% of their compensation up to a maximum of $9,500 per year, as adjusted for
inflation and to deposit such amount in the 401(k) Plan Fund. The Company is
also currently matching 25% of all amounts contributed by a participant, up to a
deferral contribution of 4% of a participant's compensation. Moreover, each
participant may make a voluntary after-tax contribution to the Plan. These
contributions are not matched by the Company and the amount could be limited
under certain nondiscrimination guidelines. Under the profit-sharing provisions
of the 401(k) Plan, the Company may make contributions in amounts to be
determined by the Company in its sole discretion. Any such Company
profit-sharing contributions will be allocated among all participants of the
401(k) Plan who are employed on the last day of the plan year and who completed
more than 500 hours of service during the plan year, in proportion to each
participant's compensation from the Company as integrated with social security.
The Company's matching contributions and profit-sharing contributions allocated
to each participant vest over seven years, or earlier upon attainment of the
appropriate retirement age, upon retirement for disability, upon death and upon
termination of the 401(k) Plan.

All contributions under the Plan are currently invested, subject to
participant-directed elections, in mutual funds managed by Fidelity Investments.
Following the offering, the Company intends to amend the Plan to adopt a Company
stock investment fund ("Stock Fund"). Plan participants will be entitled to
direct the investment of all or a portion of their account balances into the
Stock Fund. Shares of Common Stock of the Company will be purchased by the
trustee of the Plan either on the open market or from the Company's authorized
but unissued shares to provide the required shares to the Stock Fund. Upon a
distribution event, participants with account balances invested in the Stock
Fund will receive a cash distribution equal to the value of their investment in
the Stock Fund.

Payment of Plan benefits are generally made in a single lump sum.
Distribution of a participant's vested interest in his account generally occurs
on the earlier of his termination of employment for any reason (including
retirement, death or disability) or by the April 1 following the calendar year
the participant reaches age 70 1/2 if he is still employed.

Supplemental Executive Retirement Plan

Prior to the completion of the offering, the Company intends to adopt a
nonqualified deferred compensation plan known as a supplemental executive
retirement plan ("SERP"). Only those executives selected by the Board of
Directors will be entitled to participate in the SERP. Pursuant to the SERP,
participants will be entitled to elect, in advance, to reduce salary or bonus
income and have that reduction credited to an account under the SERP. To the
extent all or a portion of the participant's deferral relates to amounts that
could have been contributed to the 401(k) Plan, but for the application of
certain nondiscrimination guidelines, the Company will credit a matching
contribution amount equal to what would have been contributed to the 401(k)
Plan, in the absence of the guidelines.

CERTAIN TRANSACTIONS

The Company purchased its principal office and regional facility located in
Delanco, New Jersey from Harry and Karen Muhlschlegel in March 1995 for $5.5
million, which reflects an independent appraised value of $7.5 million less the
cost of improvements made to the site by the Company in the amount of $2.0
million. The purchase price was paid by the issuance of a promissory note to the
Muhlschlegels in the principal amount of $1.1 million due in March 2000, bearing
interest at 8%, and through the assumption of a mortgage loan of approximately
$4.4 million. The mortgage loan, which bore interest at 8% per annum and was to
mature in December 1998, was refinanced by the Company in November 1995. The
$1.1 million note payable to the Muhlschlegels was paid in full in 1996. The
Company paid the Muhlschlegels $45,743 in interest on this note in 1995 and
$93,761 in 1996. Prior to the purchase, the Company leased the facility from the
Muhlschlegels. The aggregate rent paid on the property by the Company to the
Muhlschlegels in 1994 and 1995 was $571,200.

The Company has leased its regional facility in metropolitan Charlotte,
North Carolina from Harry and Karen Muhlschlegel since 1995. Rent expense on the
property was $196,065 and $261,420 during 1995 and 1996, respectively, and was
$130,710 for the six months ended June 30, 1997. The Company plans to purchase
this facility from the Muhlschlegels prior to completion of the offering, for a
purchase price equal to the independent appraised value of the property less the
amount of leasehold improvements paid for by the Company. The purchase price
will be paid by the assumption of an outstanding bank mortgage loan in the
principal amount of $2.0 million. The mortgage loan matures in April 2000, bears
interest of 9% per annum and requires regular monthly installment payments of
principal and interest of $21,875. The mortgage loan will be repaid with a
portion of the proceeds of this offering. See "Use of Proceeds."

The Company currently leases its primary maintenance facility in
Willingboro, New Jersey from Harry and Karen Muhlschlegel. Rent expense on the
property was $114,240 for each of 1994, 1995 and 1996, respectively, and was
$57,120 for the six months ended June 30, 1997. The Company's lease expires in
2013 and requires aggregate rental payments of $114,240 in each of 1997 and
1998.

In April 1997, grantor annuity trusts for Harry and Karen Muhlschlegel
borrowed a total of $438,065 from the Company. The loans are collateralized by
the shares of Class A Common Stock held by the trusts, are due in October 1998
and bear interest at the short-term applicable federal rate of interest.
Interest owed through June 30, 1997 approximated $5,400.

Jevic Transportation Services, Inc. ("JTS"), a freight brokerage company
owned by the Muhlschlegels, is expected to be merged into the Company after the
offering. JTS had gross revenues of approximately $1.0 million for the fiscal
year ended December 31, 1996. The Muhlschlegels will receive $125,000 from the
Company in exchange for their JTS stock in the merger, which is equal to their
capital investment in JTS. In 1996 and the first six months of 1997, the Company
recorded sales of $105,000 and $111,000 to JTS and incurred purchased
transportation expenses to JTS of $46,000 and $346,000. The Company entered into
a one-year agreement with JTS in August 1997, under which the Company provides
certain administrative services to JTS in consideration of the reimbursement by
JTS of the Company's costs of providing such services.

The Company considers the terms of its transactions with the Muhlschlegels
to be at arms length, reasonably equivalent to terms it could obtain through
negotiations with an unaffiliated third party during similar economic
conditions.

In the future, the Company will not enter into any transactions with
officers, directors or other affiliates unless the terms are as favorable to the
Company as those generally available from unaffiliated third parties and the
transactions are approved by a majority of disinterested directors.

PRINCIPAL SHAREHOLDERS

The table below sets forth as of August 1, 1997 certain information
regarding the beneficial ownership of the Company's Common Equity by each of the
Company's directors, each of the named executive officers, each person owning
beneficially more than 5% of the Common Equity and all directors and executive
officers of the Company as a group both before and after giving effect to this
offering. Except as otherwise indicated, the persons named in the table have
sole voting and investment power with respect to all Common Stock shown as
beneficially owned by them.

PERCENT OF BENEFICIAL
OWNERSHIP
---------------------
NAME AND ADDRESS NUMBER PRIOR TO AFTER
OF BENEFICIAL OWNER OF SHARES OFFERING OFFERING
------------------- --------- -------- --------

Harry J. Muhlschlegel (1).............................................. 3,326,227(2) 48.5% 31.2%(3)
Karen B. Muhlschlegel (1).............................................. 3,326,227(4) 48.5% 31.2%(3)
Paul J. Karvois........................................................ -- -- --
Brian J. Fitzpatrick................................................... -- -- --
William F. English..................................................... -- -- --

All directors and executive
officers as a group (6 persons)...................................... 6,652,454 97.0% 62.4%

- ------------------
(1) Shares of Class A Common Stock are convertible into shares of Common Stock
on a 1-for-1 basis. The Class A Common Stock is entitled to two votes per
share, while the Common Stock is entitled to one vote per share. The above
table reflects the ownership of Class A Common Stock by Mr. and Ms.
Muhlschlegel on an as-converted basis. The address of each of the
Muhlschlegels is P.O. Box 5157, Delanco, New Jersey 08075. See "Description
of Capital Stock."

(2) Of these shares, 514,365 are held by Harry J. Muhlschlegel as trustee of a
trust under which the Muhlschlegels' children are beneficiaries.

(3) If the Underwriters' over-allotment option is exercised in full, Mr. and Ms.
Muhlschlegel will each beneficially own 3,041,227 shares following the
offering, constituting 28.5% of the Common Stock outstanding after the
offering, assuming conversion of their Class A Common Stock.

(4) Of these shares, 514,365 are held by Karen B. Muhlschlegel as trustee of a
trust under which the Muhlschlegels' children are beneficiaries.

DESCRIPTION OF CAPITAL STOCK

GENERAL

As of the date of this Prospectus, the Company's authorized capital stock
consists of 50,000,000 shares of Common Equity, no par value and 10,000,000
shares of preferred stock, no par value. The Common Equity is divided into two
series, consisting of 40,000,000 shares of Common Stock, no par value and
10,000,000 shares of Class A Common Stock, no par value. As of August 1, 1997,
6,858,200 shares of Class A Common Stock were issued and outstanding and no
shares of Common Stock were outstanding. No shares of preferred stock have ever
been issued. Upon completion of the offering, there will be 3,800,000 shares of
Common Stock outstanding and 2,485,820 shares of Common Stock will be reserved
for issuance under the Company's employee benefit plans, including 1,285,820
shares issuable upon exercise of options which will be outstanding upon the
completion of the offering.

COMMON EQUITY (COMMON STOCK AND CLASS A COMMON STOCK)

Voting. Holders of Common Stock are entitled to one vote per share.
Holders of Class A Common Stock are entitled to two votes per share. All actions
submitted to a vote of shareholders are voted on by holders of Common Stock and
Class A Common Stock voting together as a single class, except as otherwise set
forth below or provided by law.

Conversion. The Common Stock has no conversion rights. Class A Common
Stock may be converted into Common Stock, in whole or in part, at any time and
from time to time on the basis of one share of Common Stock for each share of
Class A Common Stock. If at any time any shares of Class A Common Stock are
beneficially owned by any person other than the Muhlschlegel Family (or any
trust or custodial account for the benefit of any of them or any entity
wholly-owned by any of them), such shares shall automatically be converted into
an equal number of shares of Common Stock.

Dividends. Holders of Common Stock are entitled to receive cash dividends
on the same basis as Class A Common Stock if and when such dividends are
declared by the Board of Directors of the Company from funds legally available
therefor. In the case of any dividend paid in stock, holders of Common Stock are
entitled to receive the same percentage dividend (payable in shares of Common
Stock) as the holders of Class A Common Stock receive (payable in shares of
Class A Common Stock).

Liquidation. Holders of Common Stock and Class A Common Stock share with
each other on a ratable basis as a single class in the net assets of the Company
available for distribution in respect of Common Stock and Class A Common Stock
in the event of liquidation.

Other Terms. Neither the Common Stock nor the Class A Common Stock may be
subdivided, consolidated, reclassified or otherwise changed unless
contemporaneously therewith the other class of shares is subdivided,
consolidated, reclassified or otherwise changed in the same proportion and in
the same manner. In any distribution of stock of any other corporation or any
merger, consolidation or business combination involving the Company, the
consideration to be received per share by holders of either Common Stock or
Class A Common Stock must be identical to that received by holders of the other
class of Common Equity; provided that if, after such business combination, the
Muhlschlegel Family (or any trust or custodial account for the benefit of any of
them or any entity wholly-owned by any of them) jointly owns more than one-third
(1/3) of the surviving entity, any securities received by them may differ as to
voting rights only to the extent that voting rights now differ between Common
Stock and Class A Common Stock.

The rights, preferences and privileges of holders of both classes of Common
Equity are subject to, and may be adversely affected by, the rights of the
holders of shares of any series of preferred stock which the Company may
designate and issue in the future.

The Company has no present plans to issue any shares of Class A Common
Stock.

PREFERRED STOCK

The Board of Directors of the Company is authorized, without further action
of the shareholders of the Company, to issue up to 10,000,000 shares of
preferred stock in classes or series and to fix the voting powers, designations,
preferences or other rights of the shares of each such class or series and the
qualifications, limitations and

restrictions thereon. Such preferred stock may rank prior to the Common Stock as
to dividend rights, liquidation preferences or both, may have full or limited
voting rights, may be redeemable and may be convertible into shares of either
class of the Company's Common Equity.

The purpose of authorizing the Board of Directors to issue preferred stock
is, in part, to eliminate delays associated with a shareholder vote in specific
instances. The issuance of preferred stock, for example in connection with a
shareholder rights plan, could have the effect of making it more difficult for a
third party to acquire, or of discouraging a third party from acquiring, a
majority of the outstanding existing stock of the Company.

The Company has no present plans to issue any shares of preferred stock.

LIMITATION OF DIRECTORS' LIABILITY

The Company's Restated Certificate of Incorporation provides that no
director shall be liable to the Company or its shareholders for monetary damages
for breach of fiduciary duty as a director, except for liability for breach of
the director's duty of loyalty to the Company or its shareholders, for acts or
omissions not in good faith or which involve a knowing violation of law, or for
any act or omission which results in receipt by the director of an improper
personal benefit. The Company believes that this provision will assist it in
securing and maintaining the services of qualified directors who are not
employees of the Company.

NEW JERSEY SHAREHOLDERS PROTECTION ACT

The New Jersey Shareholders Protection Act, NJSA 14:10A-1 et seq. (the "New
Jersey Act"), prohibits certain New Jersey corporations, such as the Company
following this Offering, from entering into certain "business combinations" with
an "interested stockholder" (any person who is the beneficial owner of 10% or
more of such corporation's outstanding voting securities) for five years after
such person became an interested stockholder, unless the business combination or
the interested stockholder's acquisition of stock was approved by the
corporation's board of directors prior to such interested stockholder's stock
acquisition date. After the five-year waiting period has elapsed, a business
combination between such corporation and an interested stockholder will be
prohibited unless the business combination is approved by the holders of at
least two-thirds of the voting stock not beneficially owned by the interested
stockholder, or unless the business combination satisfies the New Jersey Act's
fair price provision intended to provide that all stockholders (other than the
interested stockholders) receive a fair price for their shares.

The New Jersey Act defines "business combination" to include, among other
things, (1) a merger or consolidation between certain corporations and an
interested stockholder or such interested stockholder's affiliates; (2) any
sale, lease, exchange, mortgage, pledge, transfer or other disposition to or
with the interested stockholder, which has an aggregate market value equal to
10% or more of the aggregate market value of all of the assets, outstanding
stock or income of the corporation or its subsidiaries; (3) the issuance or
transfer to the interested stockholder of any stock of the corporation having an
aggregate market value equal to or greater than 5% of the corporation's
outstanding stock; (4) the adoption of a plan or proposal for the liquidation or
dissolution of the corporation proposed by the interested stockholder; (5) any
reclassification of securities proposed by the interested stockholder, that has
the effect, directly or indirectly, of increasing any class or series of stock
that is owned by the interested stockholder; and (6) the receipt by the
interested stockholder of any loans or other financial assistance from the
corporation.

The New Jersey Act does not apply to certain business combinations,
including those with persons who acquired 10% or more of the voting power of the
corporation prior to the time the corporation was required to file periodic
reports pursuant to the Securities Exchange Act of 1934 or prior to the time the
corporation's securities began to trade on a national securities exchange.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Company's Common Stock is First
Union National Bank, N.A., Charlotte, North Carolina.

SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of this offering, the Company will have outstanding
3,800,000 shares of Common Stock. All of these shares (plus up to 570,000
additional shares if the Underwriters exercise their over-allotment option) will
be freely tradeable without restriction or further registration (except by
affiliates of the Company or persons acting as underwriters) under the
Securities Act. None of the 6,858,200 shares of Class A Common Stock (the
"Restricted Shares") may be sold until the expiration of the lock-up periods
discussed below or thereafter unless they are registered under the Securities
Act or are sold pursuant to an exemption from registration, such as the
exemption provided by Rule 144 promulgated under the Securities Act. Market
sales of a substantial number of shares of Common Stock, or the availability of
such shares for sale in the public market, could adversely affect prevailing
market prices of the Common Stock.

In general, commencing 90 days after the completion of this offering, Rule
144 allows a person who has beneficially owned Restricted Shares for at least
one year, including persons who may be deemed affiliates of the Company, to
sell, within any three-month period, up to the number of Restricted Shares that
does not exceed the greater of (i) one percent of the then outstanding Common
Stock (or Common Equity in the case of a sale of Class A Common Stock), and (ii)
the average weekly trading volume during the four calendar weeks preceding the
date on which notice of the sale is filed with the Securities and Exchange
Commission. Shares of Class A Common Stock automatically convert into shares of
Common Stock on a share-for-share basis upon disposition to persons outside the
Muhlschlegel Family, and Rule 144 would apply to such sales as if they were
sales of Common Stock. A person who is not deemed to have been an affiliate of
the Company at any time during the 90 days preceding a sale and who has
beneficially owned his or her Restricted Shares for at least two years would be
entitled to sell such Restricted Shares under Rule 144(k) without regard to the
volume limitations described above and the other conditions of Rule 144.

Rule 144A under the Securities Act provides a nonexclusive safe harbor
exemption from the registration requirements of the Securities Act for specified
resales of restricted securities to certain institutional investors. In general,
Rule 144A allows unregistered resales of restricted securities to a "qualified
institutional buyer," which generally includes an entity, acting for its own
account or for the account of other qualified institutional buyers, that in the
aggregate owns or invests at least $100 million in securities of unaffiliated
issuers. Rule 144A does not extend an exemption to the offer or sale of
securities which, when issued, were of the same class as securities listed on a
national securities exchange or quoted on Nasdaq. The Common Stock and Class A
Common Stock outstanding as of the date of this Prospectus would be eligible for
resale under Rule 144A because such shares, when issued, were not of the same
class as any listed or quoted securities.

The Company, its directors and executive officers and current shareholders
have agreed not to directly or indirectly sell, grant any option for the sale of
or otherwise dispose of or agree to dispose of any Common Stock or Class A
Common Stock or any other securities or rights convertible into or exchangeable
or exercisable for Common Stock (except for the shares offered pursuant to this
offering or directly by the Company pursuant to any employee benefit plan or as
consideration for future acquisitions) without the prior written consent of
Alex. Brown & Sons Incorporated on behalf of the Underwriters for a period of
180 days after the date of this Prospectus. Shares may be sold by such
directors, officers and shareholders after expiration of such period subject to
the volume limitations of Rule 144 noted above. The Company intends to file a
registration statement on Form S-8 to register 2,458,820 shares of Common Stock
subject to its stock-based employee benefit plans following the date of this
Prospectus.

UNDERWRITING

Subject to the terms and conditions of the Underwriting Agreement, the
Underwriters named below (the "Underwriters"), through their Representatives,
Alex. Brown & Sons Incorporated, William Blair & Company, L.L.C., and Schroder &
Co. Inc. (collectively, the "Representatives"), have severally agreed to
purchase from the Company the following respective number of shares of Common
Stock at the initial public offering price less the underwriting discounts and
commissions set forth on the cover page of this Prospectus.

NUMBER OF
UNDERWRITER SHARES
----------- ---------

Alex. Brown & Sons Incorporated..................................
William Blair & Company, L.L.C...................................
Schroder & Co. Inc...............................................

----------
Total....................................................... 3,800,000
==========

The Underwriting Agreement provides that the obligations of the
Underwriters are subject to certain conditions precedent and that the
Underwriters will purchase all of the shares of Common Stock offered hereby, if
any of such shares are purchased.

The Company has been advised by the Representatives that the Underwriters
propose to offer the shares of Common Stock to the public at the initial public
offering price set forth on the cover page of this Prospectus and to certain
dealers at such price less a concession not in excess of $ per share. The
Underwriters may allow, and such dealers may re-allow, a concession not in
excess of $ per share to certain other dealers. After commencement of the
initial public offering, the offering price and other selling terms may be
changed by the Representatives.

Certain of the Company's existing shareholders (the "Option Shareholders")
have granted the Underwriters an option, exercisable not later than 30 days
after the date of this Prospectus, to purchase up to 570,000 additional shares
of Common Stock at the initial public offering price less the underwriting
discounts and commissions set forth on the cover page of this Prospectus. To the
extent that the Underwriters exercise such option, each of the Underwriters will
have a firm commitment to purchase approximately the same percentage thereof
that the number of shares of Common Stock to be purchased by it shown in the
above table bears to the total number of shares offered by the Company
hereunder, and the Option Shareholders will be obligated, pursuant to the
option, to sell such shares to the Underwriters. The Underwriters may exercise
such option only to cover over-allotments made in connection with the sale of
the Common Stock offered hereby. If purchased, the Underwriters will offer such
additional shares on the same terms as those on which the 3,800,000 shares are
being offered.

To facilitate the offering of the Common Stock, the Underwriters may engage
in transactions that stabilize, maintain or otherwise affect the market price of
the Common Stock. Specifically, the Underwriters may over-allot shares of the
Common Stock in connection with this Offering, thereby creating a short position
in the Underwriters' syndicate account. Additionally, to cover such over-
allotments or to stabilize the market price of the Common Stock, the
Underwriters may bid for, and purchase, shares of the Common Stock in the open
market. Any of these activities may maintain the market price of the Common
Stock at a level above that which might otherwise prevail in the open market.
The Underwriters are not required to engage in these activities, and, if
commenced, any such activities may be discontinued at any time. The
Representatives, on behalf of the syndicate of Underwriters, also may reclaim
selling concessions allowed to an Underwriter or dealer, if the syndicate
repurchases shares distributed by that Underwriter or dealer.

The Company and the Option Shareholders have agreed to indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act.

The Company, its directors and executive officers and current shareholders
have agreed not to sell, contract to sell or otherwise dispose of any shares of
Common Stock for a period of 180 days after the date of this Prospectus, except
upon the exercise of currently outstanding stock options, without the prior
written consent of Alex. Brown & Sons Incorporated. See "Shares Eligible for
Future Sale."

The Representatives have advised the Company that the Underwriters do not
intend to confirm sales to any account over which they exercise discretionary
authority.

Prior to this offering, there has been no public market for the Common
Stock of the Company. Consequently, the initial public offering price for the
Common Stock will be determined by negotiations between the Company and the
Representatives. Among the factors to be considered in such negotiations are
prevailing market conditions, the results of operations of the Company in recent
periods, the market capitalizations and stages of development of other companies
which the Company and the Representatives believe to be comparable to the
Company, estimates of the business potential of the Company, the present state
of the Company's development and other factors deemed relevant.

LEGAL OPINIONS

The validity of the issuance of the shares offered hereby will be passed
upon for the Company by Pepper, Hamilton & Scheetz LLP, Philadelphia,
Pennsylvania. Certain legal matters will be passed upon for the Underwriters by
Piper & Marbury L.L.P., Baltimore, Maryland.

EXPERTS

The Financial Statements and Financial Statement Schedules of the Company
as of December 31, 1995 and 1996 and for each of the three years in the period
ended December 31, 1996 included in this Prospectus and elsewhere in the
Registration Statement have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their reports with respect thereto, and are
included herein in reliance upon the authority of said firm as experts in giving
said reports.

ADDITIONAL INFORMATION

The Company has filed a Registration Statement on Form S-1 under the
Securities Act with the Securities and Exchange Commission (the "Commission") in
Washington D.C. with respect to the shares offered hereby. This Prospectus,
which is part of the Registration Statement, does not contain all the
information set forth in the Registration Statement and the exhibits and
schedules thereto. For further information with respect to the Company and the
shares offered hereby, reference is hereby made to the Registration Statement
and such exhibits and schedules which may be inspected without charge at the
public reference facilities maintained by the Commission at Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549, and at the Regional Offices of the
Commission at Seven World Trade Center, New York, New York 10048 and
Northwestern Atrium Center, 400 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies of such materials may be obtained at prescribed rates
from the Public Reference Section of the Commission, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549. This information is also available from
the Commission's Internet web site at http://www.sec.gov. The Registration
Statement, including all exhibits thereto and amendments thereof, will be filed
with the Commission through EDGAR. Statements contained in this Prospectus as to
the contents of any contract or other document referred to herein are not
necessarily complete and in each instance reference is made to the copy of such
contract or document filed as an exhibit to the Registration Statement, each
such statement being qualified in all respects by such reference.

JEVIC TRANSPORTATION, INC

INDEX TO FINANCIAL STATEMENTS

PAGE
----

Report of Independent Public Accountants............................ F-2

Balance Sheets...................................................... F-3

Statements of Operations............................................ F-4

Statements of Shareholders' Equity.................................. F-5

Statements of Cash Flows............................................ F-6

Notes to Financial Statements....................................... F-7

F-1

After the recapitalization and reclassification discussed in Note 12 to the
financial statements is effected, we will be in a position to render the
following report.

ARTHUR ANDERSEN LLP

Philadelphia, Pa.
August 12, 1997

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Jevic Transportation, Inc.:

We have audited the accompanying balance sheets of Jevic Transportation, Inc. (a
New Jersey corporation) as of December 31, 1995 and 1996, and the related
statements of income, shareholders' equity and cash flows for each of the years
in the three-year period ended December 31, 1996. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements 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 financial position of Jevic Transportation, Inc. as
of December 31, 1995 and 1996, and the results of its operations and its cash
flows for each of the years in the three-year period ended December 31, 1996, in
conformity with generally accepted accounting principles.

Philadelphia, Pa.
February 19, 1997 (except with respect to
the matters discussed in Note 12, as to
which the date is_______________ 1997)

F-2

JEVIC TRANSPORTATION, INC.
BALANCE SHEETS
(IN THOUSANDS, EXCEPT FOR SHARE AMOUNTS)

DECEMBER 31, JUNE 30, 1997
-------------------- ----------------------
ASSETS 1995 1996 ACTUAL PRO FORMA
--------- --------- --------- -----------
(UNAUDITED)

CURRENT ASSETS:
Cash and cash equivalents.......................................... $ 1,146 $ 2,403 $ 4,842 $ 842
Accounts receivable, less allowance for doubtful accounts of $814,
$999 and $1,381................................................. 14,480 17,123 18,693 18,693
Prepaid expenses and other......................................... 3,330 2,335 3,421 3,421
Deferred income taxes.............................................. 94 174 209 1,823
--------- --------- ------- ---------
Total current assets........................................... 19,050 22,035 27,165 24,779
PROPERTY AND EQUIPMENT, net.......................................... 46,958 58,967 67,426 68,726
OTHER ASSETS......................................................... 419 1,353 1,456 1,456
--------- --------- --------- --------
$ 66,427 $ 82,355 $ 96,047 $ 94,961
========= ========= ========= =========

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
Current portion of long-term debt.................................. $ 6,893 $ 9,422 $ 12,613 $ 20,612
Current portion of capital lease obligations....................... 968 1,260 880 880
Accounts payable................................................... 6,644 7,365 4,015 4,015
Accrued salaries, wages and benefits............................... 1,465 2,226 4,167 4,167
Other accrued expenses............................................. 1,821 2,995 3,878 3,878
Claims and insurance reserves...................................... 2,766 3,385 3,431 3,431
State income taxes payable......................................... -- 54 114 114
Deferred freight revenues.......................................... 1,220 1,245 1,409 1,409
--------- --------- --------- ---------
Total current liabilities....................................... 21,777 27,952 30,507 38,506
--------- --------- --------- ---------
LONG-TERM DEBT....................................................... 24,484 28,855 36,910 36,910
--------- --------- --------- ---------
CAPITAL LEASE OBLIGATIONS............................................ 1,250 -- -- --
--------- --------- --------- ---------
DEFERRED INCOME TAXES................................................ 680 984 1,094 10,708
--------- --------- --------- ---------
OTHER LIABILITIES.................................................... -- 493 308 308
--------- --------- --------- ---------
COMMITMENTS AND CONTINGENCIES
(Notes 7 and 11)
SHAREHOLDERS' EQUITY:
Preferred stock, no par value, 10,000,000 shares authorized; none
issued and outstanding.......................................... -- -- -- --
Common stock, no par value, 40,000,000 shares authorized; none
issued and outstanding.......................................... -- -- -- --
Class A Common Stock, no par value, 10,000,000 shares authorized;
6,858,200 shares issued and outstanding......................... 1,014 1,128 1,128 --

Retained earnings.................................................. 17,222 22,943 26,100 8,529
--------- --------- --------- ---------
Total shareholders' equity...................................... 18,236 24,071 27,228 8,529
--------- --------- --------- ---------
$ 66,427 $ 82,355 $ 96,047 $ 94,961
========= ========= ========= =========

The accompanying notes are an integral part of these statements.

F-3

JEVIC TRANSPORTATION, INC.
STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE DATA)

SIX MONTHS
YEAR ENDED DECEMBER 31, ENDED JUNE 30,
---------------------------------- --------------------
1994 1995 1996 1996 1997
---------- ---------- ---------- --------- ---------
(UNAUDITED)

OPERATING REVENUES..................................... $ 119,299 $ 125,973 $ 154,799 $ 73,568 $ 90,417
---------- ---------- ---------- --------- ---------
OPERATING EXPENSES:
Salaries, wages and benefits......................... 58,276 67,541 81,215 39,659 46,583
Supplies and other expenses.......................... 30,553 30,290 32,824 16,231 17,371
Purchased transportation............................. 4,019 5,608 10,761 5,518 8,595
Depreciation and amortization........................ 4,395 6,445 8,732 4,031 5,382
Operating taxes and licenses......................... 7,369 7,767 8,722 4,318 4,302
Insurance and claims................................. 3,141 2,612 3,325 1,772 1,975
(Gain) loss on sales of equipment.................... (191) (340) (170) (127) 100
---------- ---------- ---------- --------- ---------
107,562 119,923 145,409 71,402 84,308
---------- ---------- ---------- --------- ---------
Operating income................................ 11,737 6,050 9,390 2,166 6,109
INTEREST EXPENSE, net.................................. 1,080 1,773 2,966 1,386 1,629
OTHER, net............................................. (106) (153) (200) (48) (55)
---------- ---------- ---------- --------- ---------
Income before state income taxes................ 10,763 4,430 6,624 828 4,535
STATE INCOME TAXES..................................... 351 191 429 80 180
---------- ---------- ---------- --------- ---------
NET INCOME............................................. $ 10,412 $ 4,239 $ 6,195 $ 748 $ 4,355
========== ========== ========== ========= =========
PRO FORMA DATA (UNAUDITED) (Note 2):
Income before income taxes........................... $ 6,624 $ 828 $ 4,535
Pro forma income taxes............................... 2,775 347 1,888
---------- ---------- ---------
Pro forma net income................................. $ 3,849 $ 481 $ 2,647
========== ========= =========
Pro forma net income per share....................... $ 0.49 $ 0.06 $ 0.34
========== ========= =========
Shares used in computing pro forma net income per
share............................................. 7,839 7,839 7,839
========== ========= =========

The accompanying notes are an integral part of these statements.

F-4

JEVIC TRANSPORTATION, INC.
STATEMENTS OF SHAREHOLDERS' EQUITY
(IN THOUSANDS, EXCEPT SHARE INFORMATION)

CLASS A
COMMON STOCK
--------------------- RETAINED
SHARES AMOUNT EARNINGS TOTAL
---------- --------- --------- ---------

Balance, December 31, 1993..................................... 6,858,200 $ 1,014 $ 7,232 $ 8,246
Net income................................................... -- -- 10,412 10,412
Net distributions to shareholders............................ -- -- (956) (956)
---------- --------- --------- ---------
Balance, December 31, 1994..................................... 6,858,200 1,014 16,688 17,702
Net income................................................... -- -- 4,239 4,239
Dividend to shareholders on purchase of facility............. -- -- (681) (681)
Net distributions to shareholders............................ -- -- (3,024) (3,024)
---------- --------- --------- ---------
Balance, December 31, 1995..................................... 6,858,200 1,014 17,222 18,236
Net income................................................... -- -- 6,195 6,195
Contribution of capital...................................... -- 114 -- 114
Net distributions to shareholders............................ -- -- (474) (474)
---------- --------- --------- ---------
Balance, December 31, 1996..................................... 6,858,200 1,128 22,943 24,071
Net income (unaudited)....................................... -- -- 4,355 4,355
Net distributions to shareholders (unaudited)................ -- -- (1,198) (1,198)
---------- --------- --------- ---------
Balance, June 30, 1997 (unaudited)............................. 6,858,200 $ 1,128 $ 26,100 $ 27,228
========== ========= ========= =========

The accompanying notes are an integral part of these statements.

F-5

JEVIC TRANSPORTATION, INC.
STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

SIX MONTHS
YEAR ENDED DECEMBER 31, ENDED JUNE 30,
------------------------------- --------------------
1994 1995 1996 1996 1997
--------- --------- --------- --------- ---------
(UNAUDITED)

OPERATING ACTIVITIES:
Net income............................................... $ 10,412 $ 4,239 $ 6,195 $ 748 $ 4,355
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization....................... 4,395 6,445 8,732 4,031 5,382
(Gain) loss on sales of equipment................... (191) (340) (170) (127) 100
Provision for doubtful accounts..................... 758 84 629 184 483
Deferred state income taxes......................... (112) 185 224 -- 75
Changes in operating assets and liabilities --
Increase in accounts receivable.................. (4,310) (1,735) (3,272) (2,931) (2,053)
(Increase) decrease in prepaid expenses and
other.......................................... (23) (454) 245 (549) (1,086)
(Increase) decrease in other assets.............. 191 (221) (934) (80) (103)
Increase (decrease) in accounts payable.......... 1,399 1,749 721 (970) (3,350)
Increase in accrued salaries, wages and
benefits....................................... 25 349 761 1,200 1,941
Increase (decrease) in other accrued expenses.... (57) 594 1,667 1,674 698
Increase in claims and insurance reserves........ 888 878 619 479 46
Increase (decrease) in state income taxes
payable........................................ 138 (138) 54 (21) 60
Increase in deferred freight revenues............ 150 180 25 152 163
--------- --------- --------- --------- ---------
Net cash provided by operating activities...... 13,663 11,815 15,496 3,790 6,711
--------- --------- --------- --------- ---------
INVESTING ACTIVITIES:
Proceeds from sales of revenue equipment................. 750 742 108 19 241
Purchases of property and equipment...................... (14,583) (17,740) (20,679) (11,413) (14,180)
--------- --------- --------- --------- ---------
Net cash used in investing activities.......... (13,833) (16,998) (20,571) (11,394) (13,939)
--------- --------- --------- --------- ---------
FINANCING ACTIVITIES:
Net repayments on line of credit......................... (1,250) -- -- -- --
Payments of long-term debt............................... (4,771) (6,430) (9,210) (3,363) (4,294)
Proceeds from issuance of long-term debt................. 9,889 14,687 16,110 11,675 15,539
Payments of capital lease obligations.................... (617) (753) (958) (403) (380)
Net contributions from (distributions to) shareholders... (956) (3,774) 390 839 (1,198)
--------- --------- --------- --------- ---------
Net cash provided by financing activities...... 2,295 3,730 6,332 8,748 9,667
--------- --------- --------- --------- ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS....... 2,125 (1,453) 1,257 1,143 2,439
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD............. 474 2,599 1,146 1,146 2,403
--------- --------- --------- --------- ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD................... $ 2,599 $ 1,146 $ 2,403 $ 2,289 $ 4,842
========= ========= ========= ========= =========

The accompanying notes are an integral part of these statements.

F-6

JEVIC TRANSPORTATION, INC.
NOTES TO FINANCIAL STATEMENTS
(INFORMATION AS OF JUNE 30, 1997, AND FOR THE SIX
MONTHS ENDED JUNE 30, 1996 AND 1997, IS UNAUDITED)

1. BACKGROUND AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BACKGROUND

Jevic Transportation, Inc. (the "Company") is a motor carrier engaged in
interregional and regional transportation of general commodity freight.

INTERIM FINANCIAL STATEMENTS

The financial statements as of and for the six months ended June 30, 1996
and 1997 are unaudited. In the opinion of management, this financial information
includes all adjustments, consisting of normal recurring adjustments, necessary
to fairly present the financial information set forth. The results of operations
for the six months ended June 30, 1997 are not necessarily indicative of the
results to be expected for the full year.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments purchased with an
original maturity of three months or less to be cash equivalents.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost. Major additions and improvements
are capitalized, while maintenance and repairs that do not improve or extend the
life of assets are charged to expense as incurred. Gain or loss on retirement or
disposal of assets is included in income. For like-kind exchanges, the excess of
the trade-in allowance over the net book value of the traded asset is reflected
in the basis of the new asset.

Depreciation and amortization are provided using the straight-line method
over the following estimated useful lives:

Revenue equipment 3 to 10 years (10% to 20% salvage value)
Furniture and fixtures and other equipment 5 to 10 years
Building 35 years
Leasehold improvements lease term

TIRES

The cost of original tires on revenue equipment is included in and
depreciated as part of the total revenue equipment cost. Replacement tires are
charged to expense when placed in service.

OTHER ASSETS

At December 31, 1995 and 1996 and June 30, 1997, other assets include
$350,000, $507,000 and $600,000, respectively, of cash surrender value related
primarily to a $3,000,000 life insurance policy on the Company's Chief Executive
Officer, net of loans of $121,000.

F-7

JEVIC TRANSPORTATION, INC.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION AS OF JUNE 30, 1997, AND FOR THE SIX
MONTHS ENDED JUNE 30, 1996 AND 1997, IS UNAUDITED)

1. BACKGROUND AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- CONTINUED

REVENUE RECOGNITION

The Company recognizes revenue in accordance with the Emerging Issues Task
Force of the Financial Accounting Standards Board Issue 91-9, "Revenue and
Expense Recognition in Freight Services in Process." Although the Company moves
freight under contractual arrangements with its shippers, revenue is recognized
on the delivery date rather than pick-up date. At December 31, 1995 and 1996 and
June 30, 1997, the Company had deferred freight revenues of $1,220,000,
$1,245,000 and $1,409,000, respectively.

CLAIMS AND INSURANCE RESERVES

Claims and insurance reserves reflect the estimated cost of claims for
cargo loss and damage, bodily injury and property damage, collision, workers'
compensation and group health that are less than the Company's insurance
deductibles (see Note 11). The related costs are charged to insurance and claims
expense except for workers' compensation and group health, which are charged to
salaries, wages and benefits.

INCOME TAXES

Effective January 1, 1990, the Company elected to be taxed pursuant to
Subchapter S of the Internal Revenue Code. Under those provisions, the income of
the Company is taxed at the shareholder level. The Company has also elected S
Corporation status in certain states. The Company does, however, record a
provision for state income taxes related to states that do not or only partially
recognize S corporations. The Company periodically makes distributions to its
shareholders to fund their personal tax liabilities resulting from the Company's
taxable income.

The Company accounts for certain income and expense items for financial
reporting purposes differently than for income tax purposes. The principal
differences relate to the use of accelerated tax depreciation for income tax
purposes and certain financial statement reserves that are not currently
deductible for income tax purposes. At June 30, 1997, net assets for financial
reporting purposes exceed those reflected for income tax purposes by
approximately $22,130,000.

Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those assets and
liabilities are expected to be recovered or settled.

Immediately preceding the Company's proposed initial public offering (see
Note 12), the Company will terminate its S Corporation status and will become
subject to federal and state income taxes. Upon terminating its S Corporation
status, the Company will record a tax provision for an increase in its net
deferred tax liability estimated at $8 million as of June 30, 1997 (see Note 2).

SUPPLEMENTAL CASH FLOW INFORMATION

For the years ended December 31, 1994, 1995 and 1996 and for the six months
ended June 30, 1996 and 1997, the Company paid interest of $1,183,000,
$1,886,000, $3,120,000, $1,363,000 and $1,722,000, respectively, and state
income taxes of $282,000, $425,000, $234,000, $168,000 and $140,000,
respectively.

The Company financed $1,034,000 of property and equipment purchases with
capital leases for the year ended December 31, 1994. In 1994, the Company
refinanced $563,000 of installment notes.

In March 1995, the Company purchased an operating facility from its
shareholders, and in December 1995, the Company recorded a receivable of
$750,000 from its shareholders related to income taxes, which was repaid in 1996
(see Note 10).

F-8

JEVIC TRANSPORTATION, INC.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION AS OF JUNE 30, 1997, AND FOR THE SIX
MONTHS ENDED JUNE 30, 1996 AND 1997, IS UNAUDITED)

1. BACKGROUND AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- CONTINUED

The Company accounts for equipment purchases that involve trade-ins as
like-kind exchanges. Accordingly, for the year ended December 31, 1996 and for
the six months ended June 30, 1997, purchases of property and equipment are
presented net of trade-in allowances of $7,188,000 and $3,638,000, respectively.

NEW ACCOUNTING PRONOUNCEMENTS

In 1996, the Company adopted Statement of Financial Accounting Standards
("SFAS") No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed Of," and SFAS No. 123, "Accounting for
Stock-Based Compensation." SFAS No. 121 established accounting standards for the
impairment of long-lived assets, certain identifiable intangibles and goodwill.
SFAS No. 123 established financial accounting and reporting standards for
stock-based employee compensation plans. SFAS No. 123 also applies to
transactions in which an entity issues its equity instruments to acquire goods
or services from nonemployees. The adoptions did not have an effect on the
Company's financial condition or results of operations.

In 1997, the Financial Accounting Standards Board issued SFAS No. 128,
"Earnings Per Share." This statement is effective for fiscal years ending after
December 15, 1997, and, when adopted, will require restatement of prior years'
earnings per share. The adoption of SFAS No. 128 will not have a material effect
on the pro forma net income per share reported in the accompanying financial
statements.

2. PRO FORMA DATA (UNAUDITED)

The pro forma balance sheet of the Company as of June 30, 1997 reflects (i)
$6 million of borrowings on the Company's line of credit to fund a $10 million
distribution to the current shareholders of the Company (ii) the Company's
purchase of its Charlotte facility from its current shareholders and (iii) an
increase in the Company's net deferred tax liability which will be recorded by
the Company as a result of terminating its S Corporation status shortly before
the effective date of the Offering (estimated at $8 million as of June 30,
1997). The net deferred income tax liability represents net tax assets and
liabilities as of the termination of the Company's S Corporation status, and
will be recorded as an income tax provision in the quarter in which the proposed
initial public offering is completed. The actual adjustment to the net deferred
tax liability will reflect the effect of the operations from July 1, 1997
through the termination of the S Corporation status.

The significant items comprising the Company's pro forma net deferred tax
liability as of June 30, 1997, are as follows:

Deferred Tax Assets (Liabilities):
Allowance for doubtful accounts................................. $ 552
Claims and insurance reserves................................... 1,442
Accrued expenses and other...................................... 114
Property and equipment.......................................... (10,708)
Prepaid licenses and permits.................................... (285)
---------
$ (8,885)
=========

PRO FORMA STATEMENT OF OPERATIONS DATA

Pro forma income before income taxes reflects the Company's purchase of its
Charlotte facility from its current shareholders, as if the purchase occurred on
January 1, 1996, resulting in increased depreciation and interest expense and
decreased rent expense for the year ended December 31, 1996, and the six months
ended June 30, 1996 and 1997.

Immediately preceding the proposed initial public offering, the Company
will terminate its status as an S Corporation and will be subject to federal and
state income taxes. Accordingly, pro forma income taxes for the year

F-9

JEVIC TRANSPORTATION, INC.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION AS OF JUNE 30, 1997, AND FOR THE SIX
MONTHS ENDED JUNE 30, 1996 AND 1997, IS UNAUDITED)

2. PRO FORMA DATA (UNAUDITED) -- CONTINUED

ended December 31, 1996 and the six months ended June 30, 1996 and 1997 reflect
the income taxes that would have been recorded had the Company been a C
Corporation, based on the tax laws in effect during the respective periods.

Pro forma income taxes do not include a one-time income tax provision
related to the recognition of an increase in the net deferred tax liability that
will be recorded by the Company upon terminating its S Corporation status
(estimated at $8 million as of June 30, 1997).

The difference between the federal statutory income tax rate and the pro
forma effective income tax rate for the year ended December 31, 1996, is as
follows:

Federal statutory rate................................................. 34.0%
State income taxes, net of federal benefit............................. 4.7
Non deductible expenses................................................ 3.2
----
41.9%
====

PRO FORMA NET INCOME PER SHARE

Pro forma net income per share is computed by dividing pro forma net income
by the weighted average number of shares outstanding for the respective periods,
adjusted for the effect of dilutive common stock options, and after giving
effect to the estimated number of shares that would be required to be sold
(assuming an initial public offering price of $13.00 per share) to fund a $10
million distribution to the current shareholders.

3. RISKS AND UNCERTAINTIES

The Company's future results of operations involve a number of risks and
uncertainties. Factors that could affect the Company's future operating results
and cause actual results to vary materially from expectations include, but are
not limited to, general economic factors, availability of employee drivers and
owner-operators, capital requirements, competition, acquisition of revenue
equipment, unionization, fuel, seasonality, claims exposure and insurance costs,
difficulty in managing growth, regulation, environmental hazards and dependence
on key personnel.

Financial instruments that potentially subject the Company to
concentrations of credit risk consist primarily of trade accounts receivable.
The Company does not require collateral or other securities to support customer
receivables. A significant portion of the Company's operating revenues is
derived from sales to customers in the chemical industry, and the majority of
the Company's operating revenues are derived from sales to customers located in
the Northeast. However, no single customer accounts for more than 10% of the
Company's operating revenues.

F-10

JEVIC TRANSPORTATION, INC.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION AS OF JUNE 30, 1997, AND FOR THE SIX
MONTHS ENDED JUNE 30, 1996 AND 1997, IS UNAUDITED)

4. PROPERTY AND EQUIPMENT

DECEMBER 31,
-------------------- JUNE 30,
1995 1996 1997
--------- --------- ---------
(IN THOUSANDS)

Revenue equipment..................................................... $ 43,196 $ 60,214 $ 68,938
Furniture and fixtures and other equipment............................ 8,121 9,689 10,831
Land and building..................................................... 7,685 9,001 9,583
Leasehold improvements................................................ 2,434 2,531 2,555
Construction in progress.............................................. 67 104 155
-------- -------- --------
61,503 81,539 92,062
Less - Accumulated depreciation and amortization...................... (14,545) (22,572) (24,636)
-------- -------- --------
$ 46,958 $ 58,967 $ 67,426
======== ======== ========

At December 31, 1995 and 1996 and June 30, 1997, total property and
equipment under capital leases was $4,122,000, with accumulated amortization of
$1,961,000, $2,639,000 and $3,242,000, respectively.

5. LINE OF CREDIT

The Company has a $7 million unsecured revolving line of credit with a
bank. Each draw on the line bears interest at a fixed rate, as defined, or at a
rate based on prime or LIBOR, as selected by the Company. Interest on the line
is payable monthly, and the line extends through June 1998. There were no
borrowings on the line during 1996. At June 30, 1997, $6.8 million was available
under the line as $200,000 in stand-by letters of credit were outstanding. In
addition, the Company has $575,000 of stand-by letters of credit outstanding
with another bank.

The line is cross-defaulted with certain long-term debt and the equipment
line (see Note 6). The corresponding loan agreement requires the Company to
maintain certain financial and nonfinancial covenants, as defined.

6. LONG-TERM DEBT

DECEMBER 31,
-------------------- JUNE 30,
1995 1996 1997
--------- --------- ---------
(IN THOUSANDS)

Various installment notes, monthly principal payments plus interest at rates
ranging from 5.6% to 9.0%, collateralized by revenue and other equipment, due
through September 2003......................................................... $21,667 $25,090 $ 30,863
Term notes with bank, monthly principal payments plus interest at rates ranging
from 5.9% to 8.4%, collateralized by revenue equipment, due through December
2001........................................................................... 3,111 7,685 13,194
Mortgage note, monthly payments of principal and interest of $45,000, final
balloon payment of $4,628,000 due October 2005, interest at 8.4%,
collateralized by the Delanco facility......................................... 5,573 5,502 5,466
Term note with shareholders, repaid in 1996...................................... 1,026 -- --
------- ------- --------
31,377 38,277 49,523
Less - Current portion........................................................... (6,893) (9,422) (12,613)
------- ------- --------
$24,484 $28,855 $ 36,910
======= ======= ========

F-11

JEVIC TRANSPORTATION, INC.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION AS OF JUNE 30, 1997, AND FOR THE SIX
MONTHS ENDED JUNE 30, 1996 AND 1997, IS UNAUDITED)

6. LONG-TERM DEBT -- CONTINUED

Aggregate maturities of long-term debt at December 31, 1996, are as
follows:

1997..................................................... $ 9,422
1998..................................................... 7,316
1999..................................................... 5,818
2000..................................................... 4,276
2001..................................................... 3,740
Thereafter............................................... 7,705
-------
$38,277
=======

The Company has an $18 million equipment line with a bank for purchases of
revenue equipment. Upon the funding of the equipment purchases, the related
borrowings under the line are converted to a term note bearing interest at a
fixed rate, as defined, or at a rate based on prime or LIBOR, as selected by the
Company. At June 30, 1997, $4,806,000 was available under the equipment line.

7. LEASE COMMITMENTS

The Company leases office space, maintenance facilities and certain revenue
equipment under capital and operating leases expiring on various dates through
2000. The Company leases two operating facilities from its shareholders (see
Note 10). The lease payments on these facilities are $9,520 per month through
December 1998, with three five-year renewal options, and $21,785 per month
through March 2000, with two five-year renewal options, respectively.

At June 30, 1997, the Company is liable under terms of noncancelable leases
for the following future minimum lease commitments:

CAPITAL OPERATING RELATED-PARTY
LEASES LEASES LEASES
------- --------- -------------
(IN THOUSANDS)

1997 $906 $1,936 $ 188
1998 -- 2,952 376
1999 -- 1,617 376
2000 -- 547 180
2001 -- -- 114
---- ------ ------
Total minimum lease payments.......................................... 906 $7,052 $1,234
====== ======
Less - Amount representing interest................................... (26)
----
Present value of future capital lease payments........................ $880
====

Rent expense for all operating leases was $8,735,000, $6,873,000,
$5,234,000, $3,021,000 and $2,182,000 for the years ended December 31, 1994,
1995 and 1996 and the six months ended June 30, 1996 and 1997, respectively, of
which $569,000, $425,000, $376,000, $188,000 and $188,000, respectively, were on
related-party leases.

8. EMPLOYEE BENEFIT PLAN

The Company maintains a defined contribution 401(k) profit-sharing plan for
all eligible employees. Employer contributions to the plan are based on matching
employee contributions and an annual discretionary contribution determined by
the shareholders. The Company's total contributions for the years ended December
31, 1994, 1995 and 1996, and for the six months ended June 30, 1997, were
$343,000, $443,000, $551,000 and $306,000, respectively.

F-12

JEVIC TRANSPORTATION, INC.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION AS OF JUNE 30, 1997, AND FOR THE SIX
MONTHS ENDED JUNE 30, 1996 AND 1997, IS UNAUDITED)

9. STOCK OPTION PLAN

In 1994, the Company adopted the 1994 Stock Option Plan (the "Option Plan")
that permits the grant of options to purchase shares of the Company's Common
Stock. The Option Plan allows the granting of incentive and nonqualified stock
options to employees, directors and consultants at exercise prices not less than
the fair market value of the Company's Common Stock on the date of grant. The
option grants and related vesting periods are determined by the Board of
Directors.

In December 1994, the Company granted options to purchase 685,820 shares of
Common Stock to key employees, under the Option Plan, at an exercise price of
$8.49 per share, representing fair market value on the grant date, as determined
by the Board of Directors. The options vest at the end of ten years or over a
five-year period if there is an initial public offering, as defined (see Note
12). In 1995, 1996 and for the six months ended June 30, 1997, no options were
granted, exercised or canceled. As of June 30, 1997, no options were exercisable
and no additional shares were available under the Option Plan.

In 1997, the Company adopted the 1997 Incentive Plan (the "Incentive Plan")
that permits the grant of options to purchase a total of 1,500,000 shares of the
Company's Common Stock. The Incentive Plan allows the granting of incentive and
nonqualified stock options to employees, directors and consultants at terms
determined by the Board of Directors. At June 30, 1997, no options were
outstanding under the Incentive Plan. However, in connection with its
proposed initial public offering (see Note 12), the Company plans to grant
options to purchase approximately 600,000 shares of Common Stock at $13 per
share.

10. RELATED-PARTY TRANSACTIONS

Through March 1995, the Company leased an operating facility from its
shareholders. The lease payment on this facility was $38,080 per month.
Effective March 31, 1995, the Company purchased this facility from its
shareholders for $5,542,000. The Company assumed the shareholders' mortgage debt
of $4,402,000 and issued a note to its shareholders for $1,140,000 in
consideration for the facility (see Note 6). As required by generally accepted
accounting principles, the Company recorded the purchased facility at the
shareholders' historical carrying value as of the purchase date, with the excess
consideration of $681,000 recorded as a dividend. The Company continues to lease
two facilities from its shareholders (see Note 7). Subsequent to June 30, 1997,
the Company intends to purchase one of these facilities from its shareholders in
consideration of assuming the related mortgage loan. The shareholders'
historical carrying value as of June 30, 1997 was $1,300,000, and the mortgage
loan was $1,999,000. The difference, as of the purchase date, will be recorded
as a dividend.

The Company periodically makes distributions to its shareholders to fund
their estimated personal tax liabilities. Due to overpayments in 1995, the
Company had a receivable from shareholders of $750,000 in prepaid expenses and
other at December 31, 1995. This amount was repaid by the shareholders in 1996.
In 1997, the Company loaned $438,000 to two trusts controlled by the Company's
shareholders in exchange for 5.83% notes due in October 1998. The notes are
collateralized by the Company common stock held by the trusts, and are included
in prepaid expenses and other in the accompanying balance sheet at June 30,
1997.

In February 1996, Jevic Transportation Services, Inc. ("JTS"), a freight
brokerage company owned by certain of the Company's shareholders, began
operations. During 1996 and for the six months ended June 30, 1997, the Company
recorded sales of $105,000 and $111,000, respectively, to JTS and incurred
purchased transportation expenses of $46,000 and $346,000, respectively, with
JTS. At December 31, 1996 and June 30, 1997, $43,000 and $71,000, respectively,
is included in accounts receivable and $19,000 and $32,000, respectively, is
included in accounts payable, related to transactions with JTS.

F-13

JEVIC TRANSPORTATION, INC.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION AS OF JUNE 30, 1997, AND FOR THE SIX
MONTHS ENDED JUNE 30, 1996 AND 1997, IS UNAUDITED)

11. CONTINGENCIES

The Company's risk retention amounts per occurrence are as follows:

Workers' compensation.............................................. $250,000
Liability - bodily injury and property damage...................... 20,000
Employee medical and hospitalization............................... 75,000
Cargo loss and damage.............................................. 5,000
Collision.......................................................... 25,000

The Company has excess primary coverage on a per-claim and aggregate basis
beyond the deductible levels and also maintains umbrella policies to supplement
the primary liability coverage.

The liabilities for self-insured retention are included in claims and
insurance reserves based on claims incurred, with liabilities for unsettled
claims and claims incurred but not yet reported being estimated based on
management's evaluation of the nature and severity of individual claims and the
Company's past claims experience. Actual results may vary from management's
estimates.

The Company has outstanding letters of credit at June 30, 1997 totaled
$775,000 to cover workers' compensation insurance claims.

The Company is involved in certain legal actions arising in the ordinary
course of business. Management believes that the outcome of such actions will
not have a material adverse effect on the Company's financial position or
results of operations.

From time to time the Company enters into agreements with fuel suppliers to
purchase a portion of its fuel needs for up to 18 months, at guaranteed prices.

12. RECAPITALIZATION AND RECLASSIFICATION

The Company is contemplating an initial public offering of 3,800,000 shares
of its Common Stock. In connection therewith, on August 12, 1997, the Company's
Certificate of Incorporation was amended to reclassify the Common Stock into two
series: Class A Common Stock, no par value, 300 shares authorized, and Common
Stock, no par value, 1,200 shares authorized. In addition, all outstanding
shares were reclassified as Class A Common Stock. Holders of the Class A Common
Stock are entitled to two votes per share and holders of Common Stock are
entitled to one vote per share.

On ________, 1997, the Company's Board of Directors and shareholders
approved an amendment to the Company's Certificate of Incorporation, authorizing
10,000,000 shares of no par value Preferred Stock, 10,000,000 shares of no par
value Class A Common Stock and 40,000,000 shares of no par value Common Stock.
In addition, the Company effected a 34,291-for-one split of its Common Stock.
The Common Stock reclassification, increases in authorized shares and stock
split have been retroactively reflected in the accompanying financial
statements.

F-14

================================================================================

NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE UNDERWRITERS.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN
OFFER TO BUY, TO ANY PERSON IN ANY JURISDICTION IN WHICH SUCH OFFER TO SELL OR
SOLICITATION IS NOT AUTHORIZED, OR IN WHICH THE PERSON MAKING SUCH OFFER OR
SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO ANY PERSON TO WHOM IT IS UNLAWFUL
TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO
THE DATE HEREOF.

-----------------

TABLE OF CONTENTS

PAGE
----

Prospectus Summary.................................................. 3
The Company......................................................... 3
Risk Factors........................................................ 7
Use of Proceeds..................................................... 11
Prior S Corporation Status.......................................... 12
Dividend Policy..................................................... 12
Capitalization...................................................... 13
Dilution............................................................ 14
Selected Financial Data............................................. 15
Management's Discussion and Analysis of
Financial Condition and Results of
Operations........................................................ 17
Industry Overview................................................... 22
Business............................................................ 23
Management.......................................................... 33
Certain Transactions................................................ 39
Principal Shareholders.............................................. 40
Description of Capital Stock........................................ 41
Shares Eligible for Future Sale..................................... 43
Underwriting........................................................ 44
Legal Opinions...................................................... 45
Experts............................................................. 45
Additional Information.............................................. 45
Index to Financial Statements....................................... F-1

------------------

UNTIL , 1997 (25 DAYS FROM THE DATE OF THIS PROSPECTUS), ALL
DEALERS EFFECTING TRANSACTIONS IN THE REGISTERED SECURITIES, WHETHER OR NOT
PARTICIPATING IN THE DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS
IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN ACTING
AS UNDERWRITERS AND WITH RESPECT TO THEIR ALLOTMENTS OR SUBSCRIPTIONS.

3,800,000 SHARES

JEVIC TRANSPORTATION, INC.

COMMON STOCK

----------
PROSPECTUS
----------

ALEX. BROWN & SONS
INCORPORATED

WILLIAM BLAIR & COMPANY

SCHRODER & CO. INC.

, 1997

================================================================================

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth an itemized statement of all estimated
expenses, all of which will be paid by the Company, in connection with the
issuance and distribution of the securities being registered:

NATURE OF EXPENSE AMOUNT
----------------- ------

SEC Registration Fee............................................... $ 18,540
NASD Fee........................................................... 6,618
Nasdaq Listing and Entry Fee....................................... 44,146
Printing and engraving fees........................................ 100,000
Registrant's counsel fees and expenses............................. 175,000
Accounting fees and expenses....................................... 150,000
Transfer agent and registrar fees.................................. 5,000
Directors' and officers' liability insurance....................... 100,000
Miscellaneous...................................................... 696
---------
TOTAL............................................................ $ 600,000
=========

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 14A:3-5 of the Corporation Law of the State of New Jersey ("NJCL")
permits each New Jersey business corporation to indemnify a "corporate agent"
against expenses and liability in connection with any proceeding involving the
corporate agent by reason of his being or having been such a corporate agent,
other than a proceeding by or in the right of the corporation (unless the
corporate agent shall have been adjudged not liable to the corporation or shall
have been adjudged liable, but in view of all the circumstances in the case, the
court in which such proceeding was brought shall determine that such corporate
agent is fairly and reasonably entitled to indemnity), if such actions were
taken in good faith and in a manner which he or she reasonably believed to be in
or not opposed to the best interests of the corporation, and with respect to any
criminal proceeding, if he or she had no reasonable cause to believe his or her
conduct was unlawful. Such indemnification may only be made by the corporation
as authorized in a specific case upon a determination (by the board of directors
of the corporation, a committee thereof, independent legal counsel via a written
opinion or by the shareholders (if the board so directs)) that indemnification
is proper because the corporate agent has met the applicable standard of
conduct. The NJCL defines a "corporate agent" as any person who is or was a
director, officer, employee or agent of the indemnifying corporation or of any
constituent corporation absorbed by the indemnifying corporation in a
consolidation or merger and any person who is or was a director, officer,
trustee, employee or agent of any other enterprise, serving as such at the
request of the indemnifying corporation, or of any such constituent corporation,
or the legal representative of any such director, officer, trustee, employee or
agent. Article VII of the Company's By-laws provides that the Company shall
indemnify any corporate agent to the full extent permitted by Section 14A:3-5 of
the NJCL. To the extent that a director, officer, employee or agent of the
Company has been successful on the merits or otherwise in defense of any action,
suit or proceeding referred to in NJCL Section 14A:3-5(2) or (3), or in defense
of any claim, issue or matter therein, he or she shall be indemnified by the
Company against expenses in connection therewith. Such expenses may be paid by
the Company in advance of the final disposition of the action, suit or
proceeding as authorized by the Board of Directors upon receipt of an
undertaking to repay the advance if it is ultimately determined that such person
is not entitled to indemnification.

Section 14A:3-5(9) permits, and Article VII of the Company's By-laws
provides, that any corporate agent may be insured by insurance purchased and
maintained by the Company against any expenses incurred in any proceeding and
any liabilities asserted against him or her in his or her capacity as a
corporate agent, whether or not the Company would have the power to indemnify
him or her against any such liability. In this regard, the Company maintains a
policy insuring it and its directors and officers against certain liabilities,
including liabilities under the Securities Act.

II-1

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

During the past three years, the Company has not sold any securities other
than the grant of options to purchase a total of 685,820 shares of Common Stock
as of December 31, 1994. The Company believes that such stock option grants were
exempt from registration under the Securities Act by virtue of the exemption
provided by Section 4(2) thereof for transactions not involving a public
offering, since such options were granted to a limited number of executive
officers of the Company who, in each case, had access to financial and other
relevant data concerning the Company, its financial condition, business and
assets. In addition, the Company believes that such stock option grants were
exempt from registration under the Securities Act by virtue of the exemption
provided by Rule 701 under said Act.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(A) EXHIBITS:

EXHIBIT
NO. DESCRIPTION
- ------- -----------

1.1 -- Form of Underwriting Agreement.*

3.1 -- Certificate of Incorporation of the Company, as amended through August 13, 1997.

3.2 -- By-laws of the Company.

4 -- Specimen Stock Certificate.*

5 -- Opinion of Pepper, Hamilton & Scheetz LLP.*

10.1 -- 1997 Incentive Plan.

10.2 -- 1994 Stock Option Plan.

10.3 -- Employee Stock Purchase Plan.

10.4 -- 401(k) Profit Sharing Plan.

10.5 -- Form of Supplemental Executive Retirement Plan.*

10.6 -- Contract for Sale of Real Estate, dated March 30, 1995, between Harry J. Muhlschlegel and Karen
Muhlschlegel and the Company.

10.7 -- Promissory Note, dated March 31, 1995, made by the Company in favor of Harry J. Muhlschlegel and
Karen Muhlschlegel, in the principal amount of $1,140,459.27.

10.8 -- Promissory Note, dated April 14, 1997, made by Karen S. Muhlschlegel, as Trustee of the Karen B.
Muhlschlegel 1996 Grantor Annuity Trust, in favor of the Company in the principal amount of $218,772.

10.9 -- Promissory Note, dated April 14, 1997, made by Harry J. Muhlschlegel, as Trustee of the Harry J.
Muhlschlegel 1996 Grantor Annuity Trust, in favor of the Company in the principal amount of $219,293.

10.10 -- Lease Agreement made and entered into as of April 12, 1995 between Harry J. Muhlschlegel and Karen
Muhlschlegel and the Company.

10.11 -- Business Lease, dated December 22, 1993, between Harry and Karen Muhlschlegel and the Company.

10.12 -- Lease Agreement between James F. Lomma, as Landlord, and the Company, as Tenant, dated June 1, 1995.

II-2

10.13 -- Commercial Lease Agreement made and effective March 1, 1997 by and between 864 Realty Trust and the
Company.

10.14 -- Lease Agreement made and entered into the 7th day of March, 1996 by and between Little Brownie
Properties Inc. and the Company.

10.15 -- Agreement of Lease made and entered into between Dongary Investments, Ltd. and the Company dated
March 31, 1994.

10.16 -- Credit Agreement, dated June 28, 1996, between the Company and CoreStates Bank, N.A.

10.17 -- Security Agreement, dated as of June 28, 1996, by and between the Company and Corestates Bank, N.A.

10.18 -- Promissory Note, dated October 31, 1995, made by the Company in favor of MetLife Capital Financial
Corporation.

10.19 -- Mortgage Security Agreement, Assignment of Leases and Rents and Fixture Filing, made as of October
31, 1995, by the Company in favor of MetLife Capital Financial Corporation.

10.20 -- Form of Tax Indemnity Agreement.*

10.21 -- Administrative Services Agreement, dated August 12, 1997 between the Company and Jevic Transportation
Systems, Inc.

23.1 -- Consent of Arthur Andersen LLP.

23.2 -- Consent of Pepper, Hamilton & Scheetz.*

24.1 -- Power of Attorney (included on page II-5 of this Registration Statement).

24.2 -- Certified Resolutions of the Board of Directors relating to Powers of Attorney for certain officers
of the Company.

27.1 -- Financial Data Schedule.

- ------------------
* To be filed by amendment.

(B) COMBINED FINANCIAL STATEMENT SCHEDULES:

Schedule No. Description
- ------------ -----------
II Valuation and Qualifying Accounts

All other schedules have been omitted because they are not applicable, not
required, or the required information is included in the Combined Financial
Statements or the notes thereto.

ITEM 17. UNDERTAKINGS.

The undersigned Registrant hereby undertakes to provide to the underwriters
at the closing specified in the underwriting agreements, certificates in such
denominations and registered in such names as required by the underwriters to
permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act
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 Securities 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

II-3

jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

The undersigned hereby undertakes to provide to the Underwriters, at the
closing specified in the Underwriting Agreement, certificates in such
denominations and registered in such names as required by the Underwriters to
permit prompt delivery to each purchaser.

The undersigned hereby undertakes that:

(1) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.

(2) For purposes of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus 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.

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Delanco, New Jersey, on the 12th day
of August, 1997.

JEVIC TRANSPORTATION, INC.
By: /s/ Harry J. Muhlschlegel
--------------------------------------
Harry J. Muhlschlegel, Chief Executive
Officer and Chairman of the Board

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Harry J. Muhlschlegel and Karen B.
Muhlschlegel, and each or either of them, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and any registration statement for the same
offering that is to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, or
their, his or her substitutes or substitute, may lawfully do or cause to be done
by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on August 12,
1997 in the capacities indicated:

SIGNATURE TITLE
--------- -----

/s/ Harry J. Muhlschlegel Chief Executive Officer and Chairman of
- ------------------------------------- the Board (principal executive officer)
Harry J. Muhlschlegel

/s/ Karen B. Muhlschlegel Vice President, Secretary and Director
- -------------------------------------
Karen B. Muhlschlegel

/s/ Paul J. Karvois President, Director and Chief Operating Officer
- -------------------------------------
Paul J. Karvois

/s/ Brian Fitzpatrick Senior Vice President - Finance and Chief
- ------------------------------------- Financial Officer (principal financial officer and
Brian Fitzpatrick principal accounting officer)

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After the recapitalization and reclassification discussed in Note 12 to the
Financial Statements is effected, we will be in a position to render the
following report.

ARTHUR ANDERSEN LLP

Philadelphia, Pa.
August 12, 1997

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Jevic Transportation, Inc.:

We have audited in accordance with generally accepted auditing standards,
the financial statements of Jevic Transportation, Inc. as of December 31, 1995
and 1996 and for each of the years in the three year period ended December 31,
1996 (except with respect to the matters discussed in Note 12 as to which the
date is ____________, 1997). Our audits were made for the purpose of forming an
opinion on the basic financial statements taken as a whole. The schedule of
valuation and qualifying accounts is presented for purposes of complying with
the Securities and Exchange Commission's rules and is not part of the basic
financial statements. This schedule has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, fairly states in all material respects the financial data required to
be set forth therein in relation to the basic financial statements taken as a
whole.

Philadelphia, Pa.,
February 19, 1997 (except with respect to
the matters discussed in Note 12, as
to which the date is ____________, 1997)

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JEVIC TRANSPORTATION, INC.
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(IN THOUSANDS)

Allowance for Doubtful Accounts
CHARGES DEDUCTIONS
BEGINNING TO FROM ENDING
BALANCE EXPENSE RESERVE BALANCE
--------- ------- ---------- -------

Balance, June 30, 1997 (unaudited)............................... $ 999 $483 $(101) $1,381

Balance, December 31, 1996....................................... 814 629 (444) 999

Balance, December 31, 1995....................................... 1,153 84 (423) 814

Balance, December 31, 1994....................................... 500 758 (105) 1,153

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