1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 13, 1997
REGISTRATION STATEMENT NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________
USFREIGHTWAYS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 36-3790696
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
9700 HIGGINS ROAD, SUITE 570, ROSEMONT, ILLINOIS 60018 (847) 696-0200
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
_________________
JOHN CAMPBELL CARRUTH
USFREIGHTWAYS CORPORATION
9700 HIGGINS ROAD, SUITE 570
ROSEMONT, ILLINOIS 60018
(847) 696-0200
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
_________________
Copies to:
WILLIAM N. WEAVER, JR. ROBERT F. WALL
MISTY S. GRUBER R. CABELL MORRIS, JR.
SACHNOFF & WEAVER, LTD. WINSTON & STRAWN
30 S. WACKER DRIVE, 29TH FLOOR 35 W. WACKER DRIVE, SUITE 4200
CHICAGO, ILLINOIS 60606-7484 CHICAGO, ILLINOIS 60601
TELEPHONE NO. (312) 207-1000 TELEPHONE NO. (312) 558-5600
_________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement.
_________________
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / / _______________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration 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. / /
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CALCULATION OF REGISTRATION FEE
=========================================================================================================
TITLE OF EACH CLASS OF PROPOSED PROPOSED MAXIMUM
SECURITIES AMOUNT TO BE MAXIMUM OFFERING AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED (1) PRICE PER UNIT(2) PRICE (2) REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------
Common Stock, par
value $.01 per share 3,105,000 shares $27.125 $84,223,125 $28,074
=========================================================================================================
(1) Includes 405,000 shares to cover over-allotments, if any.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (g).
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF
ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED JANUARY 13, 1997
2,700,000 SHARES
[LOGO] USFREIGHTWAYS CORPORATION
COMMON STOCK
($.01 PAR VALUE)
_________________
This Prospectus covers 2,700,000 shares of common stock, par value $.01
per share (the "Common Stock") of USFreightways Corporation (the "Company").
The Common Stock is traded on the Nasdaq National Market under the symbol
"USFC." On January 10, 1997, the last reported sale price of the Common Stock
on the Nasdaq National Market was $27 1/4 per share. See "Price Range of
Common Stock."
SEE "RISK FACTORS" BEGINNING ON PAGE ___ FOR A DISCUSSION OF CERTAIN
MATTERS THAT SHOULD BE CONSIDERED BY POTENTIAL INVESTORS.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
==================================================================
Price Proceeds
to Underwriting to
Public Discount (1) Company(2)
- ------------------------------------------------------------------
Per Share.................. $ $ $
- ------------------------------------------------------------------
Total(3) .................. $ $ $
==================================================================
(1) The Company has agreed to indemnify the several Underwriters against
certain liabilities under the Securities Act of 1933. See "Underwriting."
(2) Before deducting offering expenses payable by the Company estimated at
$__________.
(3) The Company has granted the Underwriters a 30-day option to purchase up to
405,000 additional shares of Common Stock solely to cover over-allotments, if
any. If the Underwriters exercise this option in full, the total Price to
Public, Underwriting Discount and Proceeds to Company will be $_______,
$_______, and $_______, respectively. See "Underwriting."
The shares of Common Stock are offered subject to receipt and acceptance
by the Underwriters, to prior sale and to the Underwriters' right to reject any
order in whole or in part and to withdraw, cancel or modify the offer without
notice. It is expected that delivery of share certificates will be made at the
offices of Merrill Lynch & Co., New York, New York on or about __________,
1997.
MERRILL LYNCH & CO. SCHRODER WERTHEIM & CO.
The date of this Prospectus is ________, 1997.
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- - INSIDE COVER
[Map of Regional Areas]
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AVAILABLE INFORMATION
The Company has filed a Registration Statement on Form S-3 under the
Securities Act of 1933, as amended (the "Securities Act"), with the Securities
and Exchange Commission (the "Commission") with respect to the shares offered
by this Prospectus. This Prospectus does not contain all of the information
set forth in the Registration Statement and the exhibits and schedules thereto.
Statements contained herein concerning the provisions of any documents are not
necessarily complete and, in each instance, reference is made to the copy of
such documents filed as an exhibit to the Registration Statement, and each such
statement shall be deemed qualified in its entirety by such reference.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), and in accordance therewith
files reports, proxy statements and other information with the Commission.
Such reports, proxy statements and other information filed by the Company with
the Commission may be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549,
and at the following Regional Offices of the Commission: Northeast Regional
Office, 7 World Trade Center, Suite 1300, New York, New York 10048; and Midwest
Regional Office, Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies of such material can also be obtained from the Public
Reference Section of the Commission, at 450 Fifth Street, N.W., Washington,
D.C. 20549, at prescribed rates. The Company is subject to the electronic
filing requirements of the Commission. Accordingly, pursuant to the rules and
regulations of the Commission, certain documents, including annual and
quarterly reports and proxy statements, filed by the Company with the
Commission have been or will be filed electronically. The Commission maintains
a World Wide Web site that contains reports, proxy and information statements
and other information regarding registrants that file electronically with the
Commission at http://www.sec.gov. The Company's Common Stock is listed on the
Nasdaq National Market under the symbol USFC, and such reports, proxy
statements and other information can also be inspected at the offices of the
Nasdaq National Market, Reports Section, 1735 Street, N.W., Washington, D.C.
20006. This Prospectus does not contain all the information set forth in the
Registration Statement and exhibits thereto which the Company has filed with
the Commission under the Securities Act.
INFORMATION INCORPORATED BY REFERENCE
The Company's Annual Report on Form 10-K for the fiscal year ended
December 30, 1995, the Company's Quarterly Reports on Form 10-Q for the
quarters ended March 30, 1996, June 29, 1996 and September 28, 1996, the
description of the Company's Common Stock contained in the Company's
Registration Statement on Form 8-A declared effective February 12, 1992, and
the Company's Current Report on Form 8-K dated as of January 7, 1997, each of
which has been filed with the Commission, are incorporated by reference in this
Prospectus.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act subsequent to the date of
this Prospectus and prior to the termination of the offering of the Common
Stock registered hereby shall be deemed to be incorporated by reference into
this Prospectus and to be a part hereof from the respective dates of filing of
such documents. Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified and superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon written or oral request of such person, a copy of
any and all of the information that has been incorporated by reference in this
Prospectus, excluding exhibits. Such requests should be directed to
USFreightways Corporation, 9700 Higgins Road, Suite 570, Rosemont, Illinois
60018, Attention: Senior Vice President, Finance. Telephone: (847) 696-0200.
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IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY ENGAGE IN PASSIVE
MARKET TRANSACTIONS IN THE COMMON STOCK OF THE COMPANY ON THE NASDAQ NATIONAL
MARKET IN ACCORDANCE WITH RULE 10B-6A UNDER THE EXCHANGE ACT. SEE
"UNDERWRITING."
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR
EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON
STOCK OF THE COMPANY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE
OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED IN THE NASDAQ NATIONAL MARKET,
IN THE OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING, IF COMMENCED,
MAY BE DISCONTINUED AT ANY TIME.
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more detailed
information (including the consolidated financial statements and the notes
thereto) included elsewhere in this Prospectus and incorporated by reference
herein. Potential investors should carefully consider the factors set forth in
the section entitled "Risk Factors" and are urged to read this Prospectus in
its entirety. Unless otherwise indicated, all information contained in this
Prospectus assumes (i) an offering price of $________ per share and (ii) no
exercise of the Underwriters' over-allotment option. See "Underwriting."
THE COMPANY
OVERVIEW
USFreightways Corporation (the "Company") is a leader in the regional less
than truckload ("LTL") general transportation business. The Company owns a
group of five regional, general commodities motor carriers, which focuses on
overnight and second-day freight delivery and provides service throughout the
continental United States, Hawaii, Alaska, and to certain points in Canada.
Over 70% of the Company's regional shipments are delivered within one day and
over 95% within two days. The Company's logistics subsidiaries provide
specialized and dedicated services in management and distribution. For the
fiscal year ended December 30, 1995, the Company generated $1.14 billion of
consolidated operating revenue and $67.5 million of income from operations.
During the four year period ended December 30, 1995, operating revenue and
income from operations grew at a compound annual rate of 15.2% and 25.3%,
respectively. Management believes that its growth to date and prospects reflect
a strategy that capitalizes on evolving trends in the transportation industry.
Typically, LTL carriers transport freight along scheduled routes from
multiple shippers to multiple consignees utilizing a network of terminals,
together with fleets of line-haul and pick-up and delivery tractors and
trailers. Freight is picked up from customers by local drivers and
consolidated for shipment. The freight is then loaded into intercity trailers
and transferred by line-haul drivers to the terminal servicing the delivery
area. There, the freight is transferred to local trailers and delivered to its
destination by local drivers. At December 28, 1996, the Company maintained 239
terminals. During the year ended December 28, 1996, the Company transported
10.2 million shipments through the use of approximately 18,500 pieces of
revenue equipment. With these capital assets, management believes the Company
is able to effectively compete in the $19 billion LTL market, as estimated by
Cass Information Systems.
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LTL operators are generally categorized as regional, interregional or
long-haul carriers, depending on the distance freight travels from pick-up to
final delivery. Regional carriers usually have average lengths of haul of 500
miles or less and tend to provide either overnight or second-day service.
Regional LTL carriers usually are able to load freight for direct transport to
a destination terminal, thereby avoiding the costly and time-consuming use of
breakbulk terminals (where freight is rehandled and reloaded to its ultimate
destination). In contrast, long-haul LTL carriers (average lengths of haul in
excess of 1,000 miles) operate networks of breakbulk and satellite terminals
(hub and spoke systems) and rely heavily on interim handling of freight.
Interregional carriers (500 to 1,000 miles per average haul) also rely on
breakbulk terminals but to a lesser degree than long-haul carriers.
Management believes that the regional LTL segment is the most attractive
segment of the LTL trucking industry both because customer distribution
strategies have shifted over time thereby increasing demand, and regional
carriers tend to be more cost competitive for this type of freight. Whereas in
the past shippers would send multiple shipments to multiple ultimate consignees
throughout the country via long-haul LTL carriers, they are increasingly
sending large quantities to a few distribution centers by truckload carriers
and then shipping to the ultimate consignees via regional LTL carriers. Also,
freight in general is moving over shorter distances. Approximately 70% of all
general freight today is shipped 500 miles or less. Furthermore, management
believes the regional LTL market has attractive growth prospects, as
significant barriers to entry exist, thereby reducing competition from new
entrants due to (i) the substantial capital requirements for terminals and
revenue equipment, and (ii) the need for a large, well-coordinated and skilled
work force.
The Company is one of the largest regional LTL operators, having developed
a network of regional carriers throughout the United States, while retaining
and enhancing overall profitability. Management remains firmly committed to
increasing operating profitability and enhancing shareholder value. The table
below details the operating performance of the Company's regional carriers and
logistics operations.
Revenue and Operating Ratios
Unaudited (Dollars in Thousands)
Operating Revenue Operating Ratio(a) Operating Revenue Operating Ratio(a)
-------------------- -------------------- -------------------- --------------------
Three Months Ended Nine Months Ended
------------------------------------------ ------------------------------------------
09/30/95 09/28/96 09/30/95 09/28/96 09/30/95 09/28/96 09/30/85 09/28/96
--------- --------- --------- --------- --------- --------- --------- ---------
Operating Company (Region)
- --------------------------
Holland (Midwest) $131,280 $153,725 91.9% 90.6% $397,250 $440,800 91.4% 91.4%
Red Star (Northeast) 50,778 48,571 102.2 101.6 149,580 147,961 100.0 102.8
Reddaway (West Coast,
Northwest) 43,395 46,383 90.6 92.2 121,666 132,506 92.6 94.6
Bestway (Southwest) 27,184 28,416 90.9 88.9 80,297 84,321 90.3 89.4
Dugan (Plains, South) (b) 19,304 38,543 93.6 96.1 57,099 111,755 92.5 97.8
Logistics Operations 16,798 22,969 94.8 94.7 46,852 62,073 95.4 97.3
Other 1,225 4,596 3,336 9,581
--------- --------- --------- ---------
Total Operating Revenue $289,964 $343,203 $856,080 $988,997
========= ========= ========= =========
Income from Operations $17,326 $22,528 $53,225 $50,171
========= ========= ========= =========
(a) Operating ratio is operating expenses as a percentage of operating revenue.
(b) Includes revenues resulting from the acquisition of the general
commodities business of Transus, Inc., effective as of January 1, 1996.
The Company believes that the increase in the demand for regional LTL
transportation services is a result of two market phenomena: (i) an increase
in shippers' desire to reduce costs in their supply chain; and (ii) an increase
in customers' material and inventory turnover. Shippers are increasingly using
regional distribution
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centers, consolidating or eliminating warehouses and adopting other just-in-time
or quick response distribution practices ("JIT/QR"). Industry sources estimate
that the percentage of goods moved in the United States using JIT/QR as a
percentage of the total is expected to be approximately 35% in 1997, a
three-fold increase from the 13% of goods moved using such practices in 1990.
The Company has addressed these changes in the patterns of distribution by
forming two operating entities, Comet Transport and Logix, to respond to
customers' evolving transportation needs. Comet Transport, an interregional
truckload carrier, ships freight between the Company's regions and provides
third party for-hire shipments. Logix, the Company's contract logistics
subsidiary, enables the Company to offer its customers a single source for
logistic management and dedicated carriage.
STRATEGY
Management's long-term operating and financial objectives include being the
leading regional LTL carrier, recognized for its premier service, and enhancing
its profitability. While significant accomplishments have been achieved since
the Company was established, management believes the Company is well positioned
to further these objectives. As a result, management has developed a growth
strategy based on evolving customer and industry trends.
Management believes these trends include:
* An increasing emphasis by shippers toward limiting the number of
individual carriers they use to provide transportation services. The
effect of this "core carrier" focus is to increase the customer's
leverage with and, at the same time, dependence on certain specific
suppliers of transportation services;
* Enhancing the quality and scope of the transportation services. This
trend relates to not only traditional qualitative service benchmarks
such as on-time service and claims-free delivery of goods, but also to
increasing the information/technology associated with issues such as
inventory management, billing and logistics;
* Continued strong competition in the marketplace thereby elevating the
importance of maintaining both a strong financial position and a unit
cost advantage over other LTL providers; and
* Further consolidation within the trucking industry as well as the
possible convergence among suppliers of various modes of
transportation services. Over the past several years, numerous
mergers, acquisitions and joint ventures have been formed within the
trucking arena. Management believes long-term benefits will accrue to
the larger operators that successfully integrate companies that
possess diverse operational, cultural and financial characteristics.
The trends highlighted above have been and continue to be evolving in the
trucking industry. Several years ago management embarked on a strategy to
capitalize on these trends. Management believes the Company is well positioned
to further exploit these opportunities. The Company's strategy, as described
below, illustrates its historical success and future plans in pursuing its
long-term financial and strategic objectives.
(i) Continue Geographic Expansion. After expanding operations to all 50
states in 1994, the Company began focusing on increasing the density
of coverage of its regional trucking companies, especially at USF
Holland, its largest operating subsidiary, with approximately 46% of
the Company's consolidated revenue in 1995. During 1995, the
Company's regional LTL companies increased the number of terminals
by 20 over a dozen states across the country.
During 1996, the Company increased its number of terminals by
seven, and began providing direct service into Ontario and Quebec,
Canada, as well as container service to Guam and the Caribbean.
Early in 1996, the Company dramatically increased density in the
Southeast by acquiring the general commodities business of Transus,
Inc. and merged this operation into USF
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Dugan. In February 1996, the Company merged two of the most
dominant carriers in their respective territories, United (covering
the Northwest and Rocky Mountain states) and USF Reddaway (covering
the West Coast). Management believes this consolidation has
enhanced productivity and customer service capabilities of the newly
consolidated USF Reddaway entity, which now has 55 terminals.
(ii) Broaden Service Offerings. The Company also has expanded into new
business activities through internal growth and acquisitions. Three
examples include logistics, interregional LTL carriage and
distribution. Logix, the Company's newly renamed contract logistics
business, provides complete supply chain management services, from
supplying raw materials to delivering products to customers. Logix
provides integrated logistics solutions throughout the logistics
pipeline, including dedicated carriage, contract warehousing,
inventory management, customer service, order fulfillment, and
freight management. Through client server platforms, Logix's
systems utilize communication links with satellites and computers to
manage transportation, dispatch and operations. In the initial
design of a customer's logistics needs, Logix uses decision support
software to provide solutions in such areas as transportation
optimization, routing carrier selection, load planning and order
optimization. In July, 1996, Logix acquired the Interamerican
Group, a third party logistics provider primarily in the contract
warehousing business, whose customers include Proctor & Gamble,
Kimberly-Clark, Microsoft, Xerox, Alberto-Culver, and Becton
Dickinson.
In 1995, the Company broadened its service capabilities with the
launch of Comet Transport, a premium, long-haul, expedited
truckload carrier. Management believes Comet Transport's
operations complement its regional LTL carriers by providing
expedited service on interregional freight, improve its ability to
meet demanding delivery schedules and make the Company more
valuable to its customers, since the Company now offers integrated
long-haul truckload and regional LTL service.
Thirdly, the Company is positioning its USF Distribution Services
business to meet new demands. The business collects and ships
components to manufacturers and receives, sorts and moves
merchandise from suppliers to retail stores. In 1996, USF
Distribution opened a fully automated freight handling facility
near Chicago. This facility integrates state-of-the-art bar-code
scanning, automated sortation, full case order picking, and
labeling systems to provide the customer speed, accuracy, and
flexibility in getting product to the market.
(iii) Develop Value-Added Technology. In an effort to continue to be a
leader in service quality, the Company has made significant
investments in value-added technology. Value-added is that which
differentiates the Company's products by reducing costs to both the
Company and its customers. The Company's strategy has been to
invest in technology where a reasonable return can be achieved. The
Company is continuing to upgrade its computer systems through
implementation of a common operating platform and communications
infrastructure across all operating companies. The Company now
utilizes imaging systems that provide instant access to shipping and
other customer related documents that can be retrieved and directly
faxed in response to customer inquiries. Management believes its
ability to integrate and leverage information technology will
continue to be a significant factor in differentiating the Company
from its competitors and that its ability to capture, consolidate
and provide access to timely and accurate data will be as important
to the Company's success as its ability to move freight. Management
believes yields are enhanced through its investment in technology.
(iv) Remain a Low-Cost Provider. As competition in the LTL industry
remains fierce, management has executed an operating strategy of
maintaining a low-cost structure to enhance profitability. In the
first nine months of 1996, regional operating ratios ranged from a
low of 89.4% (USF Bestway) to a high of 102.8% (USF Red Star).
Excluding USF Red Star's operations, all regions produced positive
operating margins. Management's success is best evidenced by the
profitability
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of its largest operation, USF Holland. USF Holland generated 45% of
total operating revenue in the first nine months of 1996 with an
operating ratio of 91.4%. This success is due in part to USF
Holland's strong brand recognition in the LTL marketplace and its
reputation for premier service quality.
The Company has been disappointed by USF Red Star's high operating
ratio. To restore profitability, management undertook a
restructuring of its USF Red Star subsidiary that included closing
terminals, implementing strict cost controls and increasing yields
per shipment. The Company anticipates that USF Red Star will
report a small operating profit for the fourth quarter of 1996.
(v) Seek Opportunistic Acquisitions. The fragmentation that has
historically characterized the trucking industry positions it for
further consolidation, and management has implemented a strategy to
capitalize on this trend. The recent acquisitions of Transus, Inc.
and Interamerican Group are examples of the implementation of this
strategy. Given the complexity associated with integrating
operations, fleets and cultures into the Company, the Company has
been very selective when evaluating opportunities. Management seeks
acquisitions which enhance the Company's brand, expand its service
base, afford a favorable return on capital and complement existing
operations. Moreover, as customer demand shifts, the Company may
determine to expand beyond its core LTL truck haulage services to
other modes of transportation.
(vi) Maintain Financial Flexibility. Management's strategy is to
maintain financial flexibility through a strong balance sheet and
access to the public capital markets. This flexibility allows the
Company to be opportunistic in making selective acquisitions,
purchasing equipment, investing in facilities or expanding its
business.
As of December 30, 1995, the Company had approximately 13,000 employees, of
which 58% were members of unions. Approximately 88% of these union workers were
employed by USF Holland and USF Red Star and belonged to the International
Brotherhood of Teamsters, Chauffeurs, Warehousemen and Helpers of America.
Management believes relationships with its employees are good. The Company's
executive offices are located at 9700 Higgins Road, Suite 570, Rosemont,
Illinois 60018. The Company's telephone number is (847) 696-0200.
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SUMMARY CONSOLIDATED FINANCIAL AND OPERATING INFORMATION
FISCAL YEAR ENDED
------------------------------------------------------------
52 WEEKS 53 WEEKS 52 WEEKS 52 WEEKS 52 WEEKS
DEC. 28 JAN. 2 JAN. 1 DEC. 31 DEC. 30
1991 1993 1994 1994 1995
---- ---- ---- ---- ----
(In thousands of dollars, except per share and operating statistics)
STATEMENT OF OPERATIONS DATA:
Operating Revenue $649,775 $774,678 $898,920 $1,016,464 $1,144,458
Income from operations 27,365 39,501 61,222 69,666 67,543
Interest expense, net (31) (1,632) (7,391) (8,417) (8,177)
Other non-operating expense (210) (1,067) (1,683) (2,011) (878)
-------- -------- -------- ---------- ----------
Net income from continuing
operations before income taxes 27,124 36,802 52,148 59,238 58,488
Net income from continuing
operations 14,814 20,804 28,545 33,356 33,338
Net income 14,872 6,902 27,348 32,065 33,338
Net income per share from
continuing operations $0.59 $0.78 $1.25 $1.51 $1.51
Net income per share $0.59 $0.26 $1.20 $1.45 $1.51
Average shares outstanding 25,200 26,882 22,853 22,142 22,123
OPERATING STATISTICS:
Total tons (000) 4,487 5,184 5,977 6,210 6,835
Total shipments (000) 7,015 7,934 8,762 9,045 10,187
Revenue equipment 11,087 12,877 14,479 16,171 18,481
Employees 8,811 9,721 11,089 12,184 13,187
NINE MONTHS ENDED
-------------------
SEPT. 30 SEPT. 28
1995 1996
---- ----
(In thousands of dollars, except per share and operating statistics)
STATEMENT OF OPERATIONS DATA:
Operating Revenue $856,080 $988,997
Income from operations 53,225 50,171
Interest expense, net (5,948) (8,584)
Other non-operating expense (537) (516)
-------- --------
Net income from continuing
operations before income taxes 46,740 41,071
Net income from continuing
operations 26,642 23,510
Net income 26,642 23,510
Net income per share from
continuing operations $1.20 $1.05
Net income per share $1.20 $1.05
Average shares outstanding 22,144 22,312
OPERATING STATISTICS:
Total tons (000) 5,052 5,761
Total shipments (000) 7,476 8,639
Revenue equipment 17,437 21,609
Employees 13,387 15,393
SEPTEMBER 28, 1996
-------------------------------------------
Actual As Adjusted
------ -----------
BALANCE SHEET DATA:
Working Capital $57,394
Total assets 698,359
Long-term obligations, excluding current portion 189,111
Stockholders' equity 262,362
RISK FACTORS
An investment in the Company's Common Stock involves a degree of risk. In
determining whether to make an investment in the Common Stock, potential
investors should consider carefully all of the information set forth and
incorporated into this Prospectus and, in particular, the following factors.
GENERAL ECONOMIC AND BUSINESS FACTORS
The Company's business is dependent upon a number of factors that may have
a material adverse effect on its results of operations, many of which are
beyond the Company's control. These factors include excess capacity in the
trucking industry, work stoppages by those Company employees who are members of
unions, significant increases or rapid fluctuations in fuel prices and interest
rates, to the extent not offset by increases in freight rates or
7
12
fuel surcharges. The Company's results of operations also are affected by
global and national economic cycles and in customers' business cycles. In
addition, the Company's results of operations are affected by seasonal factors
such as post-holiday reductions in shipments and increased operating costs and
higher fuel consumption in colder weather due to increased idle time.
COMPETITION
The trucking industry is extremely competitive and fragmented. The
Company competes with many other LTL carriers of varying sizes and, to a lesser
extent, with truckload carriers. Regional LTL carriers, including the
Company's trucking subsidiaries, principally compete against other regional LTL
carriers. To a lesser extent, they compete against interregional and long-haul
LTL carriers, and overnight package companies. Significant barriers to entry
into the regional LTL market exist as a result of the substantial capital
requirements for terminals and revenue equipment and the need for a large,
well-coordinated and skilled work force. In response to recent industry
over-capacity, many LTL carriers have adopted discounting programs for shipping
customers. Additionally, when new LTL competitors enter a geographic region,
they often offer discounted prices to lure customers away from the Company's
trucking subsidiaries. Such attempts to gain market share through rate
reduction programs exert downward pressure on the industry's price structure
and profit margins and have caused many LTL carriers to cease operations.
ACQUISITIONS
The growth of the Company has been, and may continue to be, dependent in
part upon the acquisition of small-to-medium sized trucking and logistics
companies throughout the United States. To date, the Company has been
successful in identifying companies to acquire and in integrating such
companies' operations into the Company's operations. The Company may face
competition from transportation companies or other third parties for
acquisition opportunities that become available. There can be no assurance
that the Company will identify further acquisition candidates that will result
in successful combinations in the future. Any future acquisitions by the
Company may result in the incurrence of additional debt and amortization of
expenses related to goodwill and other intangible assets, which could adversely
affect the Company's profitability, or could involve the potentially dilutive
issuance of additional equity securities. In addition, acquisitions involve
numerous risks, including difficulties in the assimilation of the acquired
company's operations, particularly in the period immediately following the
consummation of such transactions, the diversion of the attention of the
Company's management from other business concerns, the risk of entering into
markets in which the Company has had no or only limited direct experience, and
the potential loss of customers, key employees and drivers of the acquired
company, all of which could have a material adverse effect on the Company's
business and operating results. Although the Company does not have any
commitments with respect to any acquisitions as of the date of this Prospectus,
the Company continually evaluates acquisition opportunities as part of its
growth strategy.
REGULATION
The Company is regulated by the United States Department of Transportation
and by various state agencies. These regulatory authorities exercise broad
powers, generally governing activities such as authorization to engage in motor
carrier operations, operations, safety, financial reporting, and certain
mergers, consolidations and acquisitions. In addition, 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. If the Company suffers a spill or other accident involving hazardous
substances or if the Company were found to be in violation of applicable laws
or regulations, it could have a material adverse effect on the Company's
business and operating results.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This Prospectus, including all documents incorporated herein by reference
contains forward-looking statements. Additional written or oral
forward-looking statements may be made by the Company from time to time in
filings with the Securities and Exchange Commission or otherwise. The words
"believe," "expect," "anticipate,"
8
13
and "project" and similar expressions identify forward-looking statements,
which speak only as of the date the statement is made. Such forward-looking
statements are within the meaning of that term in Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended. Such statements may include, but are not limited to,
information regarding revenues, income or loss, capital expenditures,
acquisitions, plans for future operations, financing needs or plans, the impact
of inflation and plans relating to services of 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. Future events and actual results could differ
materially from those set forth in, contemplated by, or underlying the
forward-looking statements. Statements in this Prospectus, including those set
forth in "Risk Factors," and in "Business" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" in the Company's
Annual Report on Form 10-K for the year ended December 30, 1995, which is
incorporated by reference herein, describe factors, among others, that could
contribute to or cause such differences.
USE OF PROCEEDS
The net proceeds to be received by the Company from the sale of the
2,700,000 shares of Common Stock offered by the Company are estimated to be
approximately $_________ (approximately $___________ if the Underwriters'
over-allotment option is exercised in full), after deducting underwriting
discounts and estimated expenses of the offering. The Company intends to apply
the net proceeds of this offering to reduce its outstanding indebtedness under
its existing revolving credit facility. This credit facility, which had an
outstanding principal balance of $89.0 million at September 28, 1996, bears a
rate of interest based on LIBOR and expires on September 30, 1999. The
weighted average rate of interest on the outstanding balance at September 28,
1996 was 5.77%. The Company may in the future use amounts available under the
credit facility for general corporate and working capital purposes, including
investments in capital equipment and to fund acquisitions. Pending the use of
proceeds as described above, the net proceeds will be invested in short-term
interest bearing securities.
PRICE RANGE OF COMMON STOCK
The Company's Common Stock is traded on the Nasdaq National Market under
the trading symbol "USFC." The following table sets forth the quarterly high
and low sales prices of the Company's Common Stock as reported by the Nasdaq
National Market. The last sale price of the Common Stock on January 10, 1997
was $27.250 per share.
HIGH LOW
------- -------
1995
- ----
First Quarter ....................................... $28.688 $20.500
Second Quarter ...................................... $25.000 $18.125
Third Quarter ....................................... $24.375 $17.750
Fourth Quarter ...................................... $21.125 $16.250
HIGH LOW
------- -------
1996
- ----
First Quarter ....................................... $23.250 $18.250
Second Quarter ...................................... $24.250 $19.375
Third Quarter ....................................... $22.500 $16.750
Fourth Quarter ...................................... $28.250 $19.500
As of November 11, 1996, there were 22,545,210 shares of Common Stock
outstanding, which were held by approximately ____ stockholders of record.
9
14
DIVIDEND POLICY
Since July 2, 1992, the Company has paid a quarterly dividend of $0.093333
per share. Although it is the present intention of the Company to continue
paying quarterly dividends, the timing, amount and form of future dividends
will be determined by the board of directors and will depend, among other
things, on the Company's results of operations, financial condition, cash
requirements, certain legal requirements and other factors deemed relevant by
the board of directors.
SELECTED CONSOLIDATED FINANCIAL DATA
The following table sets forth the selected consolidated financial data
for the Company. The selected "Statement of Operations Data" and "Balance
Sheet Data" presented below for, and as of the end of, each of the years in the
five-year period ended December 30, 1995 are derived from consolidated
financial statements of the Company, which consolidated financial statements
have been audited by KPMG Peat Marwick LLP, independent certified public
accountants. The selected "Statement of Operations Data" and "Balance Sheet
Data" presented below for, and as of, the nine months ended September 30, 1995
and September 28, 1996 are derived from the unaudited interim consolidated
condensed financial statements of the Company which, in the opinion of
management, have been prepared on the same basis as the audited consolidated
financial statements and include all adjustments, consisting only of normal
recurring adjustments, which management considers necessary for a fair
presentation of the financial data shown. The results of operations for the
nine months ended September 28, 1996 are not necessarily indicative of the
results to be expected for the year ended December 30, 1996. This information
should be read in conjunction with the consolidated financial statements and
the notes thereto incorporated herein by reference and "Management's Discussion
and Analysis of Financial Condition and Results of Operations" included in the
Company's Annual Report on Form 10-K for the year ended December 30, 1995 and
in the Company's Quarterly Report on Form 10-Q for the quarter ended September
28, 1996, both of which are incorporated by reference herein.
----------------------------------------------------------- ------------------------
AS OF AND FOR AS OF AND FOR
FISCAL YEAR ENDED NINE MONTHS ENDED
(UNAUDITED)
----------------------------------------------------------- ------------------------
(IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE AMOUNTS)
52 WEEKS 53 WEEKS 52 WEEKS 52 WEEKS 52 WEEKS
DEC. 28 JAN. 2 JAN. 1 DEC. 31 DEC. 30 SEPT. 30 SEPT. 28
1991 1993 1994 1994 1995 1995 1996
-------- ---------- ---------- --------- ---------- ---------- ---------
STATEMENT OF OPERATIONS DATA:
Operating Revenue $649,775 $774,678 $898,920 $1,016,464 $1,144,458 $856,080 $988,997
Operating expenses:
Salaries, wages and benefits 419,062 497,375 568,891 633,197 733,441 546,207 630,513
Purchased transportation 18,194 26,829 31,526 42,427 43,763 33,163 35,863
Operating expenses and supplies 83,621 97,729 109,525 125,936 144,702 107,655 133,592
Operating taxes and licenses 25,024 29,808 35,682 42,101 48,585 36,234 41,932
Insurance claims 11,745 13,369 16,039 18,012 17,556 13,749 17,010
Communication and utilities 9,387 10,024 10,489 12,247 13,337 9,937 11,475
Depreciation and equipment leases 34,036 37,623 44,209 47,519 50,866 37,332 48,099
Building and office equipment
rents 9,021 10,690 11,361 13,485 13,283 9,962 11,554
Amortization of intangible assets 6,487 5,391 3,038 3,020 2,583 2,001 1,821
Other operating expenses 5,833 6,339 6,938 8,854 8,799 6,615 6,967
-------- ---------- --------- ------------ ---------- ---------- -----------
Total operating expenses 622,410 735,177 837,698 946,798 1,076,915 802,855 938,826
-------- ---------- --------- ------------ ---------- ---------- -----------
Income from operations 27,365 39,501 61,222 69,666 67,543 53,225 50,171
-------- ---------- --------- ------------ ---------- ---------- -----------
Non-operating income (expense):
Interest expense (2,546) (2,024) (7,621) (9,081) (8,884) (6,491) (9,072)
Interest income 2,515 392 230 664 707 543 488
10
15
-------------------------------------------------------- --------------------
AS OF AND FOR AS OF AND FOR
FISCAL YEAR ENDED NINE MONTHS ENDED
(UNAUDITED)
--------------------------------------------------------- --------------------
(IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE AMOUNTS)
52 WEEKS 53 WEEKS 52 WEEKS 52 WEEKS 52 WEEKS
DEC. 28 JAN. 2 JAN. 1 DEC. 31 DEC. 30 SEPT. 30 SEPT. 28
1991 1993 1994 1994 1995 1995 1996
-------- ---------- ---------- -------- --------- --------- --------
Other, net (210) (1,067) (1,683) (2,011) (878) (537) (516)
------- --------- ------- -------- ------- ------- -------
Total non-operating expenses (241) (2,699) (9,074) (10,428) (9,055) (6,485) (9,100)
------- --------- ------- -------- ------- ------- -------
Net income from continuing
operations before income taxes 27,124 36,802 52,148 59,238 58,488 46,740 41,071
Income tax expense (12,310) (15,998) (23,603) (25,882) 25,150) (20,098) (17,561)
------- --------- ------- -------- ------- ------- -------
Net income from continuing
operations 14,814 20,804 28,545 33,356 33,338 26,642 23,510
Discontinued operations, net 58 288 (1,197) -- -- -- --
Extraordinary item, net -- -- -- (1,291) -- -- --
Cumulative effect of accounting change
for income taxes -- (14,190) -- -- -- -- --
------- --------- ------- -------- ------- ------- -------
Net income $14,872 $6,902 $27,348 $32,065 $33,338 $26,642 $23,510
======= ========= ======= ======== ======= ======= =======
Net income per share from
continuing operations $0.59 $0.78 $1.25 $1.51 $1.51 $1.20 $1.05
Net income per share $0.59 $0.26 $1.20 $1.45 $1.51 $1.20 $1.05
Average shares outstanding 25,200 26,882 22,853 22,142 22,123 22,144 22,312
BALANCE SHEET DATA:
Working capital $23,442 $23,680 $25,140 $26,168 $30,127 $30,215 $57,394
Total assets 388,447 406,837 460,780 501,002 578,194 569,604 698,359
Long-term obligations, less current
portion 12,691 47,024 124,085 105,667 137,333 126,417 189,111
Stockholders' equity 205,780 229,779 180,509 208,094 233,152 227,935 262,362
11
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MANAGEMENT
The following table sets forth information with respect to the directors
and executive officers of the Company:
NAME AGE POSITION
- ---------------------- --- ----------------------------------
Morley Koffman 66 Chairman of the Board of Directors
John Campbell Carruth 66 Chief Executive Officer,
President and Director
William N. Weaver, Jr. 62 Director
Robert P. Neuschel 78 Director
Neil A. Springer 58 Director
Robert V. Delaney 61 Director
John W. Puth 68 Director
Christopher L. Ellis 52 Senior Vice President, Finance
and Chief Financial Officer
MORLEY KOFFMAN, has been a director of the Company since December 1991. He was
elected Chairman of the Board in January of 1992. Mr. Koffman was a member of
the law firm of Freeman & Company of Vancouver, British Columbia until March
31, 1993. Effective April 1, 1993, he became a member of Koffman Birnie &
Kalef. Mr. Koffman is a director of Ainsworth Lumber Co. Ltd. and Westar Group
Ltd.
JOHN CAMPBELL CARRUTH, was appointed as the Company's Chief Executive Officer
and President in June 1991 and has been a director of the Company since
December 1991. Mr. Carruth was Chief Executive Officer and President of TNT
Transport Group Inc., a subsidiary of TNT Limited, the Company's former parent
corporation, from 1985 to 1992.
WILLIAM N. WEAVER, JR., has been a director of the Company and the Company's
Assistant Secretary since March 1992. Mr. Weaver is a member of the law firm
of Sachnoff & Weaver, Ltd., an Illinois professional corporation, which is
outside counsel to the Company. Mr. Weaver has practiced law in the State of
Illinois since 1964 and serves as a director of System Software Associates,
Inc. as well as several privately-held corporations. He holds an A.B. degree
from Oberlin College and a J.D. from John Marshall Law School.
ROBERT P. NEUSCHEL, has been a director of the Company since December 1991.
Since 1978, Professor Neuschel has been Professor of Management at the J. L.
Kellogg Graduate School of Management, where he is currently Professor of
Corporate Governance and Associate Dean for Advisory Board Relations. From
1978 to December 1991, he was Managing Director of the Transportation Center at
Northwestern University.
NEIL A. SPRINGER, has been a director of the Company since December 1991. He
has been Managing Director of Springer Souder & Associates since June 1994. He
was Senior Vice President of Slayton International Inc. From September 1992 to
May 1994. He was President-Central Region of Alexander Proudfoot Company from
August 1991 to August 1992. Mr. Springer is a director of Idex Corporation and
Dorsey Trailers, Inc.
ROBERT V. DELANEY, has been a director of the Company since December 1991. Mr.
Delaney has been an Executive Vice President of Cass Information Systems since
January 1990.
12
17
JOHN W. PUTH, has been a director of the Company since January 1992. Mr. Puth
has been President of J. W. Puth Associates since December 1987, Chairman of
American Lantern since December 1987, and Chairman of the Executive Committee
of Sullivan Graphics since June 1992. Mr. Puth is a director of A.M. Castle &
Co., Allied Products Co., Brockway Standard Holdings Corporation, L. B. Foster
Inc., Lindberg Corporation, System Software Associates, Inc. and several
private manufacturing companies.
CHRISTOPHER L. ELLIS, has been Senior Vice President, Finance and Chief
Financial Officer of the Company since June 1991. Previously, he served as
Vice President, Finance for the predecessor corporation of the Company.
UNDERWRITING
Subject to the terms and conditions set forth in an underwriting agreement
among the Company and the Underwriters (the "Underwriting Agreement"), the
Company has agreed to sell to each of the Underwriters named below (the
"Underwriters"), and each of the Underwriters has severally agreed to purchase
from the Company, the aggregate number of shares of Common Stock set forth
opposite its name below:
NUMBER OF
UNDERWRITERS SHARES
- ------------ ---------
Merrill Lynch, Pierce, Fenner & Smith.
Incorporated.............................
Schroder Wertheim & Co. Incorporated.................
---------
Total.................................... 2,700,000
=========
In the Underwriting Agreement, the Underwriters have severally agreed,
subject to the terms and conditions set forth therein, to purchase all of the
shares of Common Stock offered hereby (other than those subject to the
over-allotment option described below) if any are purchased.
The Company has been advised by the Underwriters that the Underwriters
propose initially to offer the shares of Common Stock to the public at the
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 reallow, a concession
not in excess of $ per share to certain other dealers. After
commencement of the offering, the price to the public and concessions to
dealers may be changed.
The Company has granted the Underwriters an option, exercisable within 30
days of the date of this Prospectus, to purchase up to 405,000 additional
shares of Common Stock to cover over-allotments, if any, at the price to the
public less the underwriting discount set forth on the cover page of this
Prospectus. To the extent that the Underwriters exercise such option, in whole
or in part, each Underwriter will have a firm commitment, subject to certain
conditions, to purchase the same proportion of the option shares that the
number of shares of Common Stock to be purchased by such Underwriter in the
above table bears to the total number of shares of Common Stock offered by the
Underwriters hereby.
The Underwriting Agreement provides that the Company will indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act, or contribute to payments the Underwriters may be required to
make in respect thereof.
The Company has agreed with the Underwriters that they will not offer,
sell or contract to sell, or otherwise dispose of, directly or indirectly, or
announce an offering of, any shares of Common Stock or any securities
convertible into, or exchangeable for, shares of Common Stock or any securities
convertible into, or exchangeable
13
18
for, shares of Common Stock for a period of 90 days from the date of this
Prospectus, without the prior written consent of Merrill Lynch & Co., except
for grants of options and issuance and sales of Common Stock issued pursuant to
any existing stock option or other benefit or incentive plans maintained for
its officers, directors or employees or the issuance of Common Stock in
connection with acquisitions.
In connection with this offering, certain Underwriters may engage in
passive market making transactions in the Common Stock on the Nasdaq National
Market in accordance with Rule 10b-6A under the Exchange Act, during the two
business day period before commencement of offers or sales of the Common Stock
offered hereby. Passive market making transactions must comply with certain
volume and price limitations and be identified as such. In general, a passive
market maker may display its bid at a price not in excess of the highest
independent bid for the security and if all independent bids are lowered below
the passive market maker's bid then such bid must be lowered when certain
purchase limits are exceeded.
LEGAL MATTERS
The validity of the shares of Common Stock and certain other legal matters
in connection with the offering will be passed upon for the Company by Sachnoff
& Weaver, Ltd., Chicago, Illinois. Mr. William N. Weaver, Jr., a shareholder
of Sachnoff & Weaver, Ltd. serves as a director of the Company. Certain legal
matters relating to this offering will be passed upon for the Underwriters by
Winston & Strawn, Chicago, Illinois.
EXPERTS
The consolidated financial statements of USFreightways Corporation as of
December 30, 1995 and December 31, 1994 and for each of the years in the
three-year period ended December 30, 1995 have been incorporated herein by
reference in reliance upon the report of KPMG Peat Marwick LLP, independent
certified public accountants, also incorporated by reference herein, and given
upon the authority of said firm as experts in accounting and auditing.
14
19
BACK INSIDE COVER
[Pictures of Company Facilities]
20
No dealer, salesperson or other individual has been authorized to give any
information or to make any representation other than those contained or
incorporated by reference in this Prospectus in connection with the offer made
by this Prospectus and, if given or made, such information or representations
must not be relied upon as having been authorized by the Company or the
Underwriters. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstance, create any implication that there has
been no change in the affairs of the Company since the date as of which
information is given in this Prospectus. This Prospectus does not constitute
an offer or solicitation by anyone in any jurisdiction in which such offer or
solicitation is not authorized or in which the person making such offer or
solicitation is not qualified to do so or to anyone to whom it is unlawful
to make such offer or solicitation.
______________________
TABLE OF CONTENTS
PAGE
Available Information.....................................
Information Incorporated
by Reference............................................
Prospectus Summary........................................
The Company...............................................
Summary of Consolidated Financial
and Operating Information...............................
Risk Factors..............................................
Use of Proceeds...........................................
Price Range of Common Stock...............................
Dividend Policy...........................................
Selected Consolidated Financial Data......................
Management................................................
Underwriting..............................................
Legal Matters.............................................
Experts...................................................
2,700,000 SHARES
USFREIGHTWAYS CORPORATION
COMMON STOCK
($.01 PAR VALUE)
______________________
P R O S P E C T U S
______________________
MERRILL LYNCH & CO.
SCHRODER WERTHEIM & CO.
______________________
_____________, 1997
21
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses (other than
underwriting discounts and commissions) payable by the Company in connection
with the sale of the Common Stock being registered hereby. All of the amounts
shown are estimated, except the SEC registration fee, the NASD filing fee and
the Nasdaq National Market supplemental listing fee.
SEC registration fee ................................ $28,074.00
NASD filing fee ..................................... 8,922.00
(+)Nasdaq National Market supplemental listing fee .. --
(+)Printing expenses ................................ --
(+)Legal fees and expenses .......................... --
(+)Accounting fees and expenses ..................... --
(+)Blue Sky fees and expenses ....................... --
(+)Miscellaneous expenses ........................... --
Total ....................................... $
==========
- ---------------
(+) To be filed by Amendment.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of the State of Delaware
permits indemnification of directors, officers, employees and agents of
corporations under certain conditions and subject to certain limitations.
Section 13.1 of Article Thirteen of the Company's By-Laws provides for
indemnification of any director, officer, employee or agent of the Company, or
any person serving in the same capacity in any other enterprise at the request
of the Company, under certain circumstances. Article Six of the Company's
Amended and Restated Certificate of Incorporation eliminates the liability of
directors of the Company under certain circumstances for breaches of fiduciary
duty to the Company and its shareholders.
Directors and officers of the Company are insured, at the expense of the
Registrant, against certain liabilities which might arise out of their
employment and which might not be subject to indemnification under the By-Laws.
II-1
22
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following documents are filed herewith or incorporated herein by
reference.
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
------ -----------------------
1.1 Form of Underwriting Agreement
4.2 Form of Indenture dated as of May 1, 1993 between
USFreightways Corporation (formerly known as TNT Freightways
Corporation) and Harris Trust and Savings Bank, as Trustee
(incorporated by reference from USFreightways Corporation's
Registration Statement on Form S-1, filed on April 16, 1993,
Registration No. 33-61134.
(+)5 Opinion of Sachnoff & Weaver, Ltd.
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Sachnoff & Weaver, Ltd. (included in Exhibit 5)
24 Powers of Attorney (included on signature page)
- ---------------
(+) To be filed by Amendment.
ITEM 17 UNDERTAKINGS
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made
of the securities registered hereby, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in this registration
statement; and
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;
provided, however, that the undertakings set forth in paragraphs (i) and (ii)
above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the Company pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this registration
statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
II-2
23
In addition, the Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Company pursuant to the foregoing provisions, or otherwise, the Company has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company 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 Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-3
24
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, USFreightways
Corporation certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing this Registration Statement on Form S-3 and
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Rosemont, State of
Illinois, on January 10, 1997.
USFREIGHTWAYS CORPORATION
By: /s/ John Campbell Carruth
----------------------------------
John Campbell Carruth,
Chief Executive Officer, President
and Director
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes and appoints,
John Campbell Carruth and Christopher L. Ellis, and each of them, with full
power of substitution and full power to act without the other, as his true and
lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for such person and in such person's name, place and stead, and
to execute in the name on behalf of each person, individually and in each
capacity stated below, and to sign and file any and all amendments to this
Registration Statement with the Securities and Exchange Commission.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the dates indicated:
Signature Title Date
- -------------------------- ------------------------------ ----------------
/s/ Morley Koffman Chairman of the Board January 10, 1997
- -------------------------- of Directors
Morley Koffman
/s/ John Campbell Carruth Chief Executive Officer, January 10, 1997
- -------------------------- President and Director
John Campbell Carruth (Principal Executive Officer)
/s/ William N. Weaver, Jr. Director January 10, 1997
- --------------------------
William N. Weaver, Jr.
/s/ Robert P. Neuschel Director January 10, 1997
- --------------------------
Robert P. Neuschel
/s/ Neil A. Springer Director January 10, 1997
- --------------------------
Neil A. Springer
/s/ Robert V. Delaney Director January 10, 1997
- --------------------------
Robert V. Delaney
/s/ John W. Puth Director January 10, 1997
- --------------------------
John W. Puth
/s/ Christopher L. Ellis Senior Vice President, January 10, 1997
- -------------------------- Finance and Chief
Christopher L. Ellis Financial Officer
(Principal Financial Officer)
/s/ Robert S. Owen Controller January 10, 1997
- -------------------------- (Principal Accounting Officer)
Robert S. Owen
25
EXHIBIT INDEX
The following documents are filed herewith or incorporated herein by
reference.
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
- ------- ------------------------------
1.1 Form of Underwriting Agreement
4.2 Form of Indenture dated as of May 1, 1993 between
USFreightways Corporation (formerly known as TNT Freightways
Corporation) and Harris Trust and Savings Bank, as Trustee
(incorporated by reference from USFreightways Corporation's
Registration Statement on Form S-1, filed on April 16, 1993,
Registration No. 33-61134.
(+)5 Opinion of Sachnoff & Weaver, Ltd.
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Sachnoff & Weaver, Ltd. (included in Exhibit 5)
24 Powers of Attorney (included on signature page)
- ---------------
(+) To be filed by Amendment.