As filed with the Securities and Exchange Commission on January 31, 2000
Registration 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 and its Guarantor
Subsidiaries)
Delaware 4213 36-3790696
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification No.)
Maryland The Cuxhaven Group, Inc. 52-1388947
Pennsylvania DDE Investors, LLC 25-1770726
Pennsylvania G.M.T. Services, Inc. 25-1661017
Hawaii Imua Handling Corporation 36-4305355
Tennessee Tri-Star Transportation, Inc. 62-1370420
Arizona USF Bestway Inc. 86-0104184
Arizona USF Bestway Leasing Inc. 62-1677658
Delaware USF Caribbean Services Inc. 59-3349202
California USF Coast Consolidators Inc. 95-3646508
Illinois USF Distribution Services Inc. 36-3783345
Texas USF Distribution Services of Texas Inc. 36-4303523
Kansas USF Dugan Inc. 48-0760565
Pennsylvania USF Glen Moore Inc. 23-2443760
Michigan USF Holland Inc. 38-0655940
Illinois USF Logistics Inc. 36-4076831
California USF Logistics (IMC) Inc. 95-4039978
California USF Logistics (Tricor) Inc. 95-4247356
Delaware USF Logistics Services Inc. 22-2840397
Texas USF Processors Inc. 75-2449803
Texas USF Processors Trading Inc. 75-2725770
Delaware USF Properties New Jersey Inc. 51-0328679
Oregon USF Reddaway Inc. 93-0262830
New York USF Red Star Inc. 15-0425100
Delaware USF Sales Corporation 36-3799036
Puerto Rico USF Worldwide (Puerto Rico) Inc. 66-0450699
Delaware USF Worldwide Inc. 13-3075047
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
Chairman and Chief Executive Officer
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, ESQ.
Sachnoff & Weaver, Ltd. Winston & Strawn
30 South Wacker Dr., 29th Floor 35 West Wacker Dr.
Chicago, Illinois 60606 Chicago, Illinois 60601
Telephone: (312) 207-1000 Telephone: (312) 558-5600
-----------------------
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, 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. [X]
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 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
Proposed Maximum Maximum Amount of
Title of Each Class of Aggregate Offering Price Registration
Securities to be Registered Offering Price Per Unit(2) Fee
- ------------------------------------------------------------------------------------------------------------------------
Debt Securities $400,000,000(1) 100% $105,600
- ------------------------------------------------------------------------------------------------------------------------
Guarantees (3) 0 None (4)
========================================================================================================================
(1) Or if any Debt Securities are to be issued at a discount, such greater
amount as shall result in an aggregate offering price to the public as
shall not exceed $400,000,000.
(2) Estimated solely for the purpose of determining the amount of the
registration fee pursuant to Rule 457(o).
(3) The Debt Securities of USFreightways Corporation being registered will be
guaranteed by each of the Guarantor Subsidiaries.
(4) Pursuant to Rule 457(n).
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 the Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
================================================================================
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus is not complete and may be changed. We may +
+not sell these securities until the registration statement filed with the +
+Securities and Exchange Commission is effective. This prospectus is not an +
+offer to sell these securities and it is not soliciting an offer to buy these +
+securities in any state where the offer or sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED JANUARY 31, 2000
PROSPECTUS
- ----------
[LOGO]USFreightways Corporation
$400,000,000
Debt Securities
-------------
USFreightways Corporation may use this prospectus from time to time to
offer and sell up to $400,000,000 of its debt securities in one or more discrete
offerings with a total initial public offering price or purchase price of
$400,000,000. The debt securities may be offered in one or more separate series
on terms to be determined at the time of sale. Debt securities may be issued as
individual securities in registered form without coupons or as one or more
global securities in registered form. We may offer the debt securities directly
to purchasers or through agents, dealers or underwriters or a syndicate of
underwriters.
We will provide the specific terms for these securities in supplements to
this prospectus. You should read this prospectus and any supplement carefully
before you invest. This prospectus may not be used to consummate sales of
securities unless accompanied by a prospectus supplement.
-------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities, or determined if
this prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
-------------
The date of this prospectus is , 2000.
TABLE OF CONTENTS
Page
----
About this Prospectus.................................................... 2
Where to Find More Information........................................... 2
Incorporation of Documents By Reference.................................. 2
USFreightways Corporation................................................ 3
Ratios of Earnings to Fixed Charges...................................... 4
Use of Proceeds.......................................................... 4
Description of the Debt Securities....................................... 5
Plan of Distribution..................................................... 10
Legal Opinions........................................................... 11
Experts.................................................................. 11
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission (the "SEC") utilizing a "shelf" registration
process. Under this shelf process, we may sell the debt securities described in
this prospectus in one or more offerings up to a total principal amount of
$400,000,000. This prospectus provides you with a general description of the
securities we may offer. Each time we sell securities, we will provide a
prospectus supplement that will contain specific information about the terms of
that offering. The prospectus supplement may also add, update or change
information contained in this prospectus. You should read both this prospectus
and any prospectus supplement together with additional information described
under the next heading.
WHERE TO FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the
Internet at the SEC's web site at www.sec.gov. You may also read and copy any
document we file with the SEC at the SEC's Public Reference Room at 450 Fifth
Street, N.W., Washington, D.C. 20549 and at the SEC's regional offices located
at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661
and Seven World Trade Center, New York, New York 10048. You can call the SEC at
1-800-SEC-0330 for further information on the public reference rooms. Our
reports, proxy statements and other information may also be inspected at the
offices of the National Association of Securities Dealers, Inc., Reports
Section, 1735 K Street, N.W., Washington, D.C. 20006.
INCORPORATION OF DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file
with it, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus and information that we file later with the
SEC will automatically update and supersede the information included or
incorporated by reference in this prospectus. We incorporate by reference the
documents listed below and any future filings with the SEC under Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until we sell all of
the debt securities:
. Annual Reports on Form 10-K and Form 10-K/A for the year ended December
31, 1998;
. Quarterly Reports on Form 10-Q for the quarters ended April 3, 1999,
July 3, 1999 and October 2, 1999; and
. Current Reports on Form 8-K filed with the SEC on May 11 and June 17,
1999 and January 20, 2000.
You may request a free copy of these filings by writing or telephoning
Christopher L. Ellis, Senior Vice President, USFreightways Corporation, 9700
Higgins Road, Suite 570, Rosemont, Illinois 60018, telephone (847) 696-0200.
2
USFREIGHTWAYS CORPORATION
Our principal executive offices are located at 9700 Higgins Road, Suite
570, Rosemont, Illinois 60018; our telephone number is (847) 696-0200; and our
World Wide Web home site is www.usfreightways.com.
We are a leading full-service provider of transportation services and
innovative logistics solutions. We accomplish this through the following
decentralized business units:
. Regional less than truckload trucking
. Logistics
. Freight forwarding
. Truckload transportation
Regional less than truckload trucking
We own a group of five regional less than truckload ("LTL") trucking
companies which deliver freight overnight and by the second day throughout the
United States, Alaska and parts of Canada. Over 70% of the freight we deliver
for our regional customers is delivered within one day and over 95% is delivered
within two days. The companies in our regional LTL group are USF Holland Inc.,
USF Bestway Inc., USF Red Star Inc., USF Reddaway Inc. and USF Dugan Inc.
Typically, LTL carriers transport freight weighing 10,000 pounds or less
along scheduled routes from many customers to various destinations. These
carriers operate a network of terminals and 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.
LTL carriers generally are categorized as regional, interregional or long-
haul carriers, depending on the distance freight travels from pick-up to final
delivery. Regional LTL carriers usually have average lengths of haul of 500
miles or less and tend to provide overnight or second-day service. Regional LTL
carriers usually can deliver the freight directly from the origin terminal to
the destination terminal. This avoids the costly and time-consuming use of
breakbulk terminals, which are terminals where the 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 the interim
handling of freight. Interregional carriers (500 to 1,000 miles per average
haul) also rely on breakbulk terminals but less so than long-haul carriers.
We believe that the regional LTL market is the most attractive segment of
the LTL trucking industry. Because the way customers manufacture and distribute
their products has changed, there is an increased demand for the direct shipment
and delivery of freight. Today, freight is moving over shorter distances to its
ultimate destination. Companies are making more use of regional distribution
centers and using the services of regional LTL carriers to deliver the products
from these centers to their customers. We also believe that the market for our
services may continue to grow because (1) substantial capital is required for
terminals and trucks and (2) a large number of skilled workers is needed, which
makes it difficult for new companies to compete against us in the regional LTL
market.
Logistics
Our logistics companies provide logistics and distribution services in the
United States and Canada. The principal companies in the logistics group, USF
Logistics Inc., USF Distribution Services Inc. and USF Processors Inc., provide
integrated supply chain solutions for their clients, including transportation,
warehousing, cross docking, product configuration and reverse logistics.
Reverse logistics is the process of handling unsaleable assets (for example,
products that
3
are damaged, defective, returned-to-stock, discontinued or recalled). The
companies primarily serve clients in the automotive, consumer, food
distribution, healthcare, metals, retail, and technology industries. These
companies are supply chain partners to many Fortune 500 companies, including
Proctor & Gamble, Fleming Foods, Becton Dickinson, Ryerson and Microsoft.
Freight Forwarding
Our freight forwarding companies provide domestic and international freight
forwarding services. The principal company in the freight forwarding group is
USF Worldwide Inc. Freight forwarding involves the handling and management of
the transportation of freight to domestic and international destinations using
third-party carriers, including pick up and delivery carriers, commercial
airlines and ocean vessels.
Truckload
Truckload service involves the shipping of freight weighing 10,000 pounds
or more from a single shipper to a single destination along an irregular route.
The principal company in the truckload group is USF Glen Moore Inc. We deliver
shipments from the Mid-Atlantic and Southeast states to the West Coast and into
the Midwest states. The average length of our hauls is approximately 1,000
miles.
RATIO OF EARNINGS TO FIXED CHARGES
Our consolidated ratio of earnings to fixed charges for (1) each of the
years in the five-year period ended December 31, 1998 and (2) each of the nine-
month periods ended October 3, 1998 and October 2, 1999 are set forth below.
Nine Months Ended
Years Ended December 31, Oct. 3, Oct. 2,
------------------------------ -----------------
1994 1995 1996 1997 1998 1998 1999
---- ---- ---- ---- ---- ---- ----
Ratio of Earnings to Fixed Charges..................... 4.3 4.4 3.8 6.7 8.0 7.9 7.8
For the purpose of calculating the ratio of earnings to fixed charges,
earnings consist of income before income taxes plus fixed charges, less interest
capitalized during the period. Fixed charges consist of interest expense plus
that portion of rental expense that is deemed to represent interest.
USE OF PROCEEDS
Unless we specify otherwise in the applicable prospectus supplement, the
proceeds (after deducting the underwriting discount and estimated expenses) to
be received by us from the sale of the debt securities will be used for general
corporate purposes, including capital expenditures, working capital,
acquisitions and the repayment of indebtedness. We have not allocated a specific
portion of the net proceeds for any particular use at this time. Until we apply
the net proceeds for specific purposes, we may invest them in marketable
securities.
4
DESCRIPTION OF THE DEBT SECURITIES
The debt securities will be issued under an indenture (we refer to the
indenture, as supplemented from time to time, as the "Indenture") between
USFreightways Corporation and Bank One, Michigan as Trustee (as the successor-
in-interest to NBD Bank). The following summary of certain provisions of the
debt securities and the Indenture is not complete and is subject to the detailed
provisions of the Indenture. We have filed a copy of the Indenture as an exhibit
to our Current Report on Form 8-K filed on May 11, 1999. Whenever particular
provisions or defined terms in the Indenture are referred to in this prospectus,
such provisions or defined terms are incorporated by reference in this
prospectus. Article or Section references used in this prospectus are references
to the Indenture.
The Indenture provides that we may issue the debt securities from time to
time in one or more series without any limitation on the principal amount. The
debt securities are unsecured obligations of USFreightways Corporation. They
will rank on a parity with all of our other unsecured and unsubordinated
indebtedness. Substantially all of our domestic subsidiaries will guarantee the
payment of principal and interest under the debt securities.
General
We will provide information to you about the debt securities in up to three
separate documents that progressively provide more detail:
. This prospectus provides general information that may not apply to each
series of debt securities;
. The prospectus supplement is more specific than this prospectus. To the
extent the information provided in the prospectus supplement differs
from this prospectus, you should rely on the prospectus supplement; and
. The pricing supplement, if used, provides final details about a specific
series of debt securities. To the extent the pricing supplement differs
from this prospectus or the prospectus supplement, you should rely on
the pricing supplement.
Unless we indicate otherwise in the applicable prospectus supplement,
principal of and any premium or interest on the debt securities will be payable,
and the debt securities may be transferred or exchanged without payment of any
charge (other than any tax or other governmental charge payable in connection
therewith), at the office or agency of the Trustee in Detroit, Michigan.
However, we may elect that payment of interest on registered debt securities be
made by check mailed to the address of the appropriate person as it appears on
the security register or by wire transfer as instructed by the appropriate
person. (Sections 301, 305 and 307).
The applicable prospectus will include specific terms relating to the
offering of specific debt securities. These may include some or all of the
following:
. the title, denominations, amount and price of the debt securities;
. the maturity of the debt securities;
. the interest rates of the debt securities;
. the currency or currency unit of the debt securities;
. any redemption or sinking fund terms;
. any provisions for discharge;
. whether the debt securities will be registered or unregistered; and
5
. other specific terms associated with the debt securities. (Section 301)
Debt securities may be issued as Original Issue Discount Securities to be
offered and sold at a substantial discount below their stated principal amount.
In such event, the Federal income tax consequences and other special
considerations will be described in the applicable prospectus supplement. An
"Original Issue Discount Security" is any debt security that provides for the
declaration of acceleration of the maturity of an amount less than the principal
amount of the security upon the occurrence of an event of default and the
continuation of an event of default. (Section 101)
We may issue the debt securities in fully registered form without coupons
or in unregistered form with or without coupons. We also may issue the debt
securities in the form of one or more temporary or permanent global securities.
Global securities are issued to a depository that holds the securities for the
benefit of investors. Book-entry debt securities will be issued as registered
global securities. (Section 305)
Guarantees
Substantially all of our U.S. subsidiaries, as Guarantors (as defined
below), will, jointly and severally, fully and unconditionally guarantee our
obligations under the debt securities on an equal and ratable basis subject to
the limitation described in the next paragraph. In addition, we will cause any
U.S. Person which becomes our subsidiary after the date of the Indenture to
enter into a supplemental indenture pursuant to which such subsidiary shall
agree to guarantee our obligations under the debt securities. If we default in
payment of the principal of, premium, if any, or interest on the debt
securities, the Guarantors, jointly and severally, will be unconditionally
obligated to duly and punctually pay the same.
The obligations of each Guarantor under the Guarantee (as defined below)
are limited to the maximum amount of which, after giving effect to all other
contingent and fixed liabilities of such Guarantor, and after giving effect to
any collections from, or payments made by or on behalf of, any other Guarantor
in respect of the obligations of such other Guarantor under the Guarantee or
pursuant to its contribution obligations under the Indenture, will result in the
obligations of such Guarantor under the Guarantee not constituting a fraudulent
conveyance or fraudulent transfer under Federal or state law. Each Guarantor
that makes a payment or distribution under the Guarantee shall be entitled to
contribution from each other Guarantor in a pro rata amount based on the net
assets of each Guarantor determined in accordance with GAAP (as defined below).
Notwithstanding the foregoing, but subject to the requirements described
below under "Consolidation or Merger," any Guarantee by a Guarantor shall be
automatically and unconditionally released and discharged upon any sale,
exchange or transfer to any Person (other than an Affiliate of ours) of all of
the capital stock of such subsidiary, or all or substantially all of the assets
of such subsidiary, pursuant to a transaction which is in compliance with the
Indenture.
Each Guarantee (including the payment of principal of, premium, if any, and
interest on the debt securities) will rank pari passu in right of payment with
all other unsecured and unsubordinated indebtedness of such Guarantor and will
rank senior in right of payment to all subordinated indebtedness of such
Guarantor.
"GAAP" means generally accepted accounting principles in effect in the
United States which are applicable as of the original issue date of the debt
securities under the Indenture and which are consistently applied for all
applicable periods.
"Guarantee" means the guarantee by each of the Guarantors of the debt
securities and our obligations under the Indenture.
"Guarantor" means (1) each of our subsidiaries which is a party to the
Indenture on the original issue date of any debt securities under the Indenture
and (2) each other of our U.S. subsidiaries that is required to execute a
supplemental indenture and become a Guarantor subsequent to the original issue
date of any debt securities under the Indenture.
Book-Entry System
The debt securities initially will be represented by one or more global
securities deposited with The Depository Trust Company ("DTC") and registered in
the name of DTC's nominee. Except under the circumstances described below, we
will not issue any debt securities in definitive form.
6
Upon the issuance of a global security, DTC will credit on its book-entry
registration and transfer system the accounts of persons designated by the
underwriters or agents with the respective principal amounts of the debt
securities represented by the global security. Ownership of beneficial
interests in a global security is limited to persons that have accounts with DTC
or its nominee ("participants") or persons that may hold interests through
participants. Ownership of beneficial interests in a global security will be
shown on, and the transfer of that ownership may be effected only through,
records maintained by DTC or its nominee (for interests of persons who are
participants) and records maintained by participants (for interests of persons
who are not participants). The laws of some states require that certain
purchasers of securities take physical delivery of the securities in definitive
form. Such limits and laws may impair a purchaser's ability to transfer
beneficial interests in a global security.
DTC or its nominee will be considered the sole owner or holder of any debt
securities represented by a global security for all purposes under the
Indenture. Except as provided below, owners of beneficial interests in a global
security will not be entitled to have debt securities represented by the global
security registered in their names, will not receive or be entitled to receive
physical delivery of debt securities in definitive form, and will not be
considered the owners of record or holders of debt securities under the
Indenture.
We will make principal and interest payments on debt securities registered
in the name of DTC or its nominee to DTC or its nominee as the registered holder
of the relevant global security. None of us, the Trustee, any paying agent nor
the registrar for any debt securities will have any responsibility or liability
for any aspect of the records relating to, or payment made on account of,
beneficial interests in a global security or for maintaining, supervising or
reviewing any records relating to such beneficial interests.
We expect that DTC or its nominee, upon receipt of any payment of principal
or interest, will credit immediately participants' accounts with payments in
amounts proportionate to their respective beneficial interests in the principal
amount of the relevant global security as shown on the records of DTC or its
nominee. We also expect that payments by participants to owners of beneficial
interests in a global security held through such participants will be governed
by standing instructions and customary practices, as is the case with securities
held for the accounts of customers in bearer form or registered in "street
name," and will be the responsibility of such participants.
If DTC at any time is unwilling or unable to continue as a depository and
we do not appoint a successor depository within 90 days, we will issue debt
securities in definitive form in exchange for the global securities. In
addition, we may at any time and in our sole discretion determine not to have
debt securities represented by a global security and, in such event, we will
issue debt securities in definitive form in exchange for the global securities.
In any such instance, an owner of a beneficial interest in a global security
will be entitled to physical delivery in definitive form of debt securities
represented by such global security equal in principal amount to such beneficial
interest and to have such debt securities registered in the owner's name. Debt
securities so issued in definitive form will be issued as registered debt
securities in denominations of $1,000 and integral multiples thereof, unless we
specify otherwise.
The information in this section concerning DTC and its book-entry system
has been obtained from sources that we believe to be reliable, but we do not
take responsibility for its accuracy.
Limitation on Liens of Stock or Indebtedness of Significant Subsidiaries
We will not, nor will we permit any Significant Subsidiary (as defined
below) to, create, assume, incur or suffer to exist any mortgage, security
interest, lien, pledge, charge or any other encumbrance (referred to in this
prospectus as a "lien") on any stock or indebtedness of any Significant
Subsidiary to secure any Obligation (as defined below) other than the debt
securities, without in any such case effectively providing that all the debt
securities will be directly secured equally and ratably with such Obligation.
These restrictions do not apply to debt secured by:
. liens on stock or indebtedness of a corporation existing at the time it
becomes a Significant Subsidiary;
. liens on stock or indebtedness of a Significant Subsidiary at the time
of the acquisition of such stock or indebtedness; and
7
. any extensions, renewals or replacements, in whole or in part, of any
lien referred to above. (Section 1008)
"Obligation" means every obligation for money borrowed and every obligation
evidenced by a bond, note, debenture or other similar instrument.
"Significant Subsidiary" means (1) any subsidiary which had total assets
that constituted at least 10% of our total assets on a consolidated basis
determined as of the date of the most recent quarterly consolidated balance
sheet or (2) any subsidiary which had revenues for the three-month period ending
on the date of the most recent quarterly consolidated statement of operations
that constituted at least 10% of our total revenues on a consolidated basis.
Consolidation or Merger
We may consolidate or merge with, or sell all or substantially all of our
assets to, another corporation. The remaining or acquiring corporation must
assume all of our responsibilities and liabilities under the Indenture,
including the payment of all amounts due on the debt securities and performance
of the covenants. Under these circumstances, if our properties or assets become
subject to a lien not permitted by the Indenture, we will equally and ratably
secure the debt securities. (Section 801)
Events of Default
An event of default under the Indenture with respect to the debt securities
includes the following:
. failure to pay interest on the debt securities for 30 days;
. failure to pay principal on the debt securities when due;
. failure to perform any of the other covenants or agreements in the
Indenture relating to the debt securities that continues for 60 days
after notice to us by the Trustee or holders of at least 10% in
principal amount of the outstanding debt securities;
. failure to pay when due any obligation of ours or any subsidiary having
an aggregate principal amount outstanding of at least $5,000,000 that
continues for 10 days after notice to us by the Trustee or holders of at
least 10% in principal amount of the outstanding debt securities; or
. certain events of bankruptcy, insolvency or reorganization relating to
us or any Significant Subsidiary. (Section 501)
The Indenture provides that the Trustee will, with certain exceptions,
notify the holders of the debt securities of any event of default known to it
within 90 days after the occurrence of such event. (Section 602)
If an event of default (other than with respect to certain events of
bankruptcy, insolvency or reorganization) occurs and is continuing for the debt
securities, the Trustee or the holders of not less than 25% in principal amount
of the debt securities may declare the principal amount to be due and payable.
In such a case, subject to certain conditions, the holders of a majority in
principal amount of the debt securities then outstanding can rescind and annul
such declaration and its consequences. (Section 502)
We are required to file an annual officers' certificate with the Trustee
concerning our compliance with the Indenture. (Section 1004) Subject to the
provisions of the Indenture relating to the duties of the Trustee, the Trustee
is not obligated to exercise any of its rights or powers at the request or
direction of any of the holders unless they have offered the Trustee reasonable
security or indemnity. (Section 603) If the holders provide reasonable security
or indemnity, the holders of a majority in principal amount of the outstanding
debt securities during an event of default may direct the time, method and place
of conducting any proceeding for any remedy available to the Trustee under the
Indenture or exercising any of the Trustee's trusts or powers with respect to
the debt securities. (Section 512)
8
Modification and Amendment of the Indenture
We may enter into supplemental indentures with the Trustee without the
consent of the holders of the debt securities to, among other things:
. evidence the assumption by a successor corporation of our obligations;
. appoint additional, separate or successor trustees to act under the
Indenture;
. add covenants for the protection of the holders of the debt securities;
. cure any ambiguity or correct any inconsistency in the Indenture; and
. establish the form or terms of the debt securities. (Section 901)
With the consent of the holders of 66 2/3% in principal amount of the
outstanding debt securities, we may execute supplemental indentures with the
Trustee to add provisions or change or eliminate any provision of the Indenture
or any supplemental indenture or to modify the rights of the holders of the debt
securities. Without the consent of the holders of all the debt securities, no
such supplemental indenture will, with respect to the debt securities:
. change their stated maturity;
. reduce their principal amount or their interest rate;
. reduce the principal amount payable upon their acceleration;
. change the place or currency in which they are payable;
. impair the right to institute suit for their enforcement;
. impair the right to institute suit for the enforcement of any Guarantee;
. reduce the percentage in principal amount of debt securities, the
consent of the holders of which is required for any such supplemental
indenture;
. reduce the percentage in principal amount of debt securities required
for waiver of compliance with certain provisions of the Indenture or
certain defaults; or
. modify provisions with respect to modification and waiver. (Section 902)
Discharge of Indenture
At our option, we (1) will be discharged from all obligations under the
Indenture in respect of the debt securities (except for certain obligations to
exchange or register the transfer of the debt securities, replace stolen, lost
or mutilated debt securities, maintain paying agencies and hold monies for
payment in trust) or (2) need not comply with certain restrictive covenants of
the Indenture (including the limitation on liens) with respect to the debt
securities, in each case if we deposit with the Trustee, in trust, money or U.S.
government obligations (or a combination thereof) sufficient to pay the
principal of and any premium or interest on the debt securities when due. In
order to select either option, we must provide the Trustee with an opinion of
counsel or a ruling from, or published by, the Internal Revenue Service, to the
effect that holders of the debt securities will not recognize gain or loss for
Federal income tax purposes, as if we had not exercised either option. (Sections
1302 and 1304)
In the event we exercise our option under (2) above with respect to the
debt securities and the debt securities are declared due and payable because of
the occurrence of any event of default other than default with respect to such
9
obligations, the amount of money and U.S. government obligations on deposit with
the Trustee will be sufficient to pay amounts due on the debt securities at the
time of their stated maturity but may not be sufficient to pay amounts due on
the debt securities at the time of the acceleration resulting from such event of
default. We would remain liable, however, for such amounts. (Sections 1303 and
1304)
Governing Law
The Indenture, the debt securities and the Guarantees will be governed by,
and construed in accordance with, the laws of the State of New York.
Concerning the Trustee
We maintain lines of credit and have customary banking relationships with
Bank One, an affiliate of the Trustee under the Indenture.
PLAN OF DISTRIBUTION
We may offer debt securities directly, through agents or dealers or
through one or more underwriters or a syndicate of underwriters in an
underwritten offering. In the prospectus supplement for a particular offering,
we will describe how the offering of debt securities will be made, including the
names of any underwriters, the purchase price of the debt securities, the
proceeds of the offering, estimated expenses, any underwriters' discounts,
concessions or commissions.
If we use underwriters or dealers in the sale, they will acquire the debt
securities for their own account and may resell them in one or more
transactions, including negotiated transactions, at a fixed public offering
price or at varying prices determined at the time of sale. We may offer debt
securities to the public either through underwriting syndicates represented by
managing underwriters or by underwriters without a syndicate. Unless we state
otherwise in the applicable prospectus supplement, the obligations of the
underwriters will be to purchase all of such debt securities if they buy any of
them. The underwriters may change any initial public offering price and any
discounts or concessions allowed or reallowed or paid to dealers from time to
time.
We also may sell debt securities directly or through designated agents. We
will name any agent involved in the offer or sale of debt securities and
describe any commissions payable by us to such agent in the applicable
prospectus supplement. Unless we indicate otherwise, an agent will act on a best
efforts basis for the period of its appointment.
Any underwriters, dealers or agents participating in the distribution of
debt securities may be deemed to be underwriters under the Securities Act of
1933, as amended. Furthermore, any discounts, concessions or commissions
received by them on the sale or resale of debt securities may be deemed to be
underwriting discounts and commission under the Securities Act. We will
indemnify underwriters and agents against certain civil liabilities, including
liabilities under the Securities Act. These underwriters and agents may be
required to make in respect of such liabilities. These underwriters and agents
may be customers of, engage in transactions with, or perform services for us in
the ordinary course of business.
We may indicate in the applicable prospectus supplement that we have
authorized underwriters or agents to solicit offers by certain specified
institutions to purchase debt securities from us at the offering price pursuant
to delayed delivery contracts providing for payment and delivery on a specified
date or dates in the future. These delayed delivery contracts will be subject
only to those conditions described in the prospectus supplement and to the
condition that at the time of delivery the purchase of debt securities shall not
be prohibited under the laws of the jurisdiction to which the purchaser is
subject. The prospectus supplement will describe any commission payable for the
solicitation of such contracts.
10
LEGAL OPINIONS
Sachnoff & Weaver, Ltd., Chicago, Illinois, will pass on the validity of
the debt securities for us. Winston & Strawn, Chicago, Illinois, will pass on
the validity of the debt securities for any underwriters or agents.
EXPERTS
The consolidated financial statements and schedules appearing in our Annual
Report on Form 10-K for the years ended December 31, 1998 and January 3, 1998
and for each of the two years in the period ended December 31, 1998 incorporated
by reference 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 incorporated by
reference herein in reliance upon the authority of said firm as experts in
accounting and auditing in giving said reports.
The consolidated financial statements for the year ended December 28, 1996
incorporated by reference in this prospectus and elsewhere in the registration
statement have been audited by KPMG LLP, independent public accountants, as
indicated in their report with respect thereto, and are incorporated by
reference herein in reliance upon the authority of said firm as experts in
accounting and auditing in giving said reports.
11
[LOGO]
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The expenses relating to the registration of the debt securities will be
borne by USFreightways Corporation ("USF"). Except for the Securities and
Exchange Commission (the "SEC") registration fee and the rating agency fees, the
following expenses are estimates:
Securities and Exchange Commission registration fee....... $105,600
Legal fees and expenses................................... 50,000
Accountants' fees......................................... 15,000
Printing fees............................................. 65,000
Trustee's fees and expenses............................... 10,000
Rating Agency fees........................................ 65,000
Miscellaneous............................................. 10,000
--------
Total................................................ $320,600
--------
Item 15. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law ("DGCL") permits a
Delaware corporation to indemnify directors and officers under certain
circumstances. USF's restated certificate of incorporation and by-laws provide
that USF shall, subject to certain limitations, indemnify its directors and
officers against expenses (including attorneys' fees, judgments, fines and
certain settlements) actually and reasonably incurred by them in connection with
any suit or proceeding to which they are a party so long as they acted in good
faith and in a manner reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to a criminal action or
proceeding, so long as they had no reasonable cause to believe their conduct to
have been unlawful.
Section 102 of the DGCL permits a Delaware corporation to include in its
certificate of incorporation a provision eliminating or limiting a director's
liability to a corporation or its stockholders for monetary damages for breaches
of fiduciary duty. DGCL Section 102 provides, however, that liability for
breaches of the duty of loyalty, acts or omissions not in good faith or
involving intentional misconduct, or knowing violation of the law, and the
unlawful purchase or redemption of stock or payment of unlawful dividends or the
receipt of improper personal benefits cannot be eliminated or limited in this
manner. USF's restated certificate of incorporation includes a provision that
eliminates, to the fullest extent permitted, director liability for monetary
damages for breaches of fiduciary duty.
Item 16. Exhibits
The Exhibits to this Registration Statement are listed in the Index to
Exhibits.
Item 17. Undertakings
The undersigned Registrant hereby undertakes:
(a)(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to the Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the 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 the Registration Statement. Notwithstanding
II-1
the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in
the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the effective
Registration Statement; and
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with the Commission
by the Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act") that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act, 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 the 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.
(b) That, for purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"),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.
(c) 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 SEC 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
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.
(d)(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 the 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 the purpose 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.
(e) To file, if necessary, an application for the purpose of determining
the eligibility of the Trustee to act under subsection (a) of Section 310
of the Trust Indenture Act of 1939, as amended, in accordance with the
rules and regulations prescribed by the SEC under Section 305(b)(2) of such
Act.
II-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing 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 the 31st day of
January, 2000.
USFREIGHTWAYS CORPORATION
By: /s/ John Campbell Carruth
--------------------------------------
John Campbell Carruth
Chairman and Chief Executive Officer
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below constitutes and appoints John Campbell Carruth and Christopher L. Ellis,
or each of them as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities (including his or her capacity as a director or
officer of USFreightways Corporation) to sign any and all amendments and post-
effective amendments to this Registration Statement (including registration
statements filed pursuant to Rule 462(b) under the Securities Act of 1933 and
all amendments thereto) and to file the same, with all exhibits hereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, 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
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or his substitute or substitutes, may lawfully do
or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the 31st day of January, 2000.
Signature Title
/s/ John Campbell Carruth Chairman of the Board,
- ------------------------------- Chief Executive Officer and Director
John Campbell Carruth (Principal Executive Officer)
/s/ Christopher L. Ellis Senior Vice President and Chief Financial Officer
- ------------------------------- (Principal Financial and Accounting Officer)
Christopher L. Ellis
/s/ Robert V. Delaney Director
- -------------------------------
Robert V. Delaney
/s/ Morley Koffman Director
- -------------------------------
Morley Koffman
/s/ Robert P. Neuschel Director
- -------------------------------
Robert P. Neuschel
/s/ Anthony J. Paoni Director
- -------------------------------
Anthony J. Paoni
/s/ John W. Puth Director
- -------------------------------
John W. Puth
/s/ Samuel K. Skinner Director
- -------------------------------
Samuel K. Skinner
/s/ Neil A. Springer Director
- -------------------------------
Neil A. Springer
/s/ William N. Weaver, Jr. Director
- -------------------------------
William N. Weaver, Jr.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing 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 the 31st day of
January, 2000.
THE CUXHAVEN GROUP, INC.
By: /s/ Daniel Para
---------------
Daniel Para, President
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below constitutes and appoints John Campbell Carruth and Christopher L. Ellis,
or each of them as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities (including his or her capacity as a director or
officer of USFreightways Corporation) to sign any and all amendments and post-
effective amendments to this Registration Statement (including registration
statements filed pursuant to Rule 462(b) under the Securities Act of 1933 and
all amendments thereto) and to file the same, with all exhibits hereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, 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
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or his substitute or substitutes, may lawfully do
or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Daniel Para President January 31, 2000
- ------------------------------- (Principal Executive Officer)
Daniel Para
/s/ Gerald H. Post Vice President and Treasurer January 31, 2000
- ------------------------------- (Principal Financial and Accounting Officer)
Gerald H. Post
/s/ Richard C. Pagano Director January 31, 2000
- -------------------------------
Richard C. Pagano
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing 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 the 31st day of
January, 2000.
DDE INVESTORS, LLC
By: /s/ David L. McGowan
--------------------------
David L. McGowan
President and Sole Member
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below constitutes and appoints John Campbell Carruth and Christopher L. Ellis,
or each of them as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities (including his or her capacity as a director or
officer of USFreightways Corporation) to sign any and all amendments and post-
effective amendments to this Registration Statement (including registration
statements filed pursuant to Rule 462(b) under the Securities Act of 1933 and
all amendments thereto) and to file the same, with all exhibits hereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, 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
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or his substitute or substitutes, may lawfully do
or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ David L. McGowan President and Sole Member January 31, 2000
- ----------------------------- (Principal Executive Officer)
David L. McGowan
/s/ Christopher L. Ellis Vice President and Treasurer January 31, 2000
- ----------------------------- (Principal Financial and Accounting Officer)
Christopher L. Ellis
II-5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing 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 the 31st day of
January, 2000.
G.M.T. SERVICES, INC.
By: /s/ David L. McGowan
--------------------
David L. McGowan
President and Chief Executive Officer
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below constitutes and appoints John Campbell Carruth and Christopher L. Ellis,
or each of them as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities (including his or her capacity as a director or
officer of USFreightways Corporation) to sign any and all amendments and post-
effective amendments to this Registration Statement (including registration
statements filed pursuant to Rule 462(b) under the Securities Act of 1933 and
all amendments thereto) and to file the same, with all exhibits hereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, 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
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or his substitute or substitutes, may lawfully do
or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ David L. McGowan President, Chief Executive Officer and January 31, 2000
- ------------------------------- Director (Principal Executive Officer)
David L. McGowan
/s/ Ronald E. Plummer Vice President January 31, 2000
- ------------------------------- (Principal Financial and Accounting Officer)
Ronald E. Plummer
/s/ Christopher L. Ellis Director January 31, 2000
- -------------------------------
Christopher L. Ellis
/s/ John Campbell Carruth Director January 31, 2000
- -------------------------------
John Campbell Carruth
II-6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing 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 the 31st day of
January, 2000.
IMUA HANDLING CORPORATION
By: /s/ Richard Takashima
---------------------
Richard Takashima, President
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below constitutes and appoints John Campbell Carruth and Christopher L. Ellis,
or each of them as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities (including his or her capacity as a director or
officer of USFreightways Corporation) to sign any and all amendments and post-
effective amendments to this Registration Statement (including registration
statements filed pursuant to Rule 462(b) under the Securities Act of 1933 and
all amendments thereto) and to file the same, with all exhibits hereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, 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
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or his substitute or substitutes, may lawfully do
or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Richard Takashima President and Director January 31, 2000
- ----------------------------- (Principal Executive Officer)
Richard Takashima
/s/ Gerald H. Post Senior Vice President, Treasurer and Director January 31, 2000
- ----------------------------- (Principal Financial and Accounting Officer)
Gerald H. Post
II-7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing 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 the 31st day of
January, 2000.
TRI-STAR TRANSPORTATION, INC.
By: /s/ David L. McGowan
--------------------
David L. McGowan, Chief Executive
Officer
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below constitutes and appoints John Campbell Carruth and Christopher L. Ellis,
or each of them as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities (including his or her capacity as a director or
officer of USFreightways Corporation) to sign any and all amendments and post-
effective amendments to this Registration Statement (including registration
statements filed pursuant to Rule 462(b) under the Securities Act of 1933 and
all amendments thereto) and to file the same, with all exhibits hereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, 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
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or his substitute or substitutes, may lawfully do
or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ David L. McGowan Chief Executive Officer and Director January 31, 2000
- ------------------------------- (Principal Executive Officer)
David L. McGowan
/s/ Robert B. Wallace Vice President and Director January 31, 2000
- ------------------------------- (Principal Financial and Accounting Officer)
Robert B. Wallace
/s/ Christopher L. Ellis Director January 31, 2000
- -------------------------------
Christopher L. Ellis
II-8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing 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 the 31st day of
January, 2000.
USF BESTWAY INC.
By: /s/ Robert V. Fasso
-------------------
Robert V. Fasso
President and Chief Executive Officer
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below constitutes and appoints John Campbell Carruth and Christopher L. Ellis,
or each of them as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities (including his or her capacity as a director or
officer of USFreightways Corporation) to sign any and all amendments and post-
effective amendments to this Registration Statement (including registration
statements filed pursuant to Rule 462(b) under the Securities Act of 1933 and
all amendments thereto) and to file the same, with all exhibits hereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, 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
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or his substitute or substitutes, may lawfully do
or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Robert V. Fasso President, Chief Executive Officer and January 31, 2000
- ------------------------------- Director (Principal Executive Officer)
Robert V. Fasso
/s/ Jeffrey A. Hale Vice President, Treasurer January 31, 2000
- ------------------------------- (Principal Financial and Accounting Officer)
Jeffrey A. Hale
/s/ John Campbell Carruth Director January 31, 2000
- -------------------------------
John Campbell Carruth
/s/ Christopher L. Ellis Director January 31, 2000
- -------------------------------
Christopher L. Ellis
II-9
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing 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 the 31st day of
January, 2000.
USF BESTWAY LEASING INC.
By: /s/ Robert V. Fasso
-------------------
Robert V. Fasso
President and Chief Executive Officer
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below constitutes and appoints John Campbell Carruth and Christopher L. Ellis,
or each of them as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities (including his or her capacity as a director or
officer of USFreightways Corporation) to sign any and all amendments and post-
effective amendments to this Registration Statement (including registration
statements filed pursuant to Rule 462(b) under the Securities Act of 1933 and
all amendments thereto) and to file the same, with all exhibits hereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, 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
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or his substitute or substitutes, may lawfully do
or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Robert V. Fasso President, Chief Executive Officer and January 31, 2000
- ----------------------------- Director (Principal Executive Officer)
Robert V. Fasso
/s/ Jeffrey A. Hale Vice President, Treasurer and Director January 31, 2000
- ----------------------------- (Principal Financial and Accounting Officer)
Jeffrey A. Hale
II-10
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing 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 the 31st day of
January, 2000.
USF CARIBBEAN SERVICES INC.
By: /s/ Gerald Post
---------------
Gerald Post
President
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below constitutes and appoints John Campbell Carruth and Christopher L. Ellis,
or each of them as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities (including his or her capacity as a director or
officer of USFreightways Corporation) to sign any and all amendments and post-
effective amendments to this Registration Statement (including registration
statements filed pursuant to Rule 462(b) under the Securities Act of 1933 and
all amendments thereto) and to file the same, with all exhibits hereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, 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
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or his substitute or substitutes, may lawfully do
or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Gerald Post President January 31, 2000
- ----------------------------- (Principal Executive Officer)
Gerald Post
/s/ Christopher L. Ellis Vice President, Treasurer and Director January 31, 2000
- ----------------------------- (Principal Financial and Accounting Officer)
Christopher L. Ellis
/s/ John Campbell Carruth Director January 31, 2000
- -----------------------------
John Campbell Carruth
II-11
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing 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 the 31st day of
January, 2000.
USF COAST CONSOLIDATORS INC.
By: /s/ Gerald Post
---------------
Gerald Post
President
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below constitutes and appoints John Campbell Carruth and Christopher L. Ellis,
or each of them as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities (including his or her capacity as a director or
officer of USFreightways Corporation) to sign any and all amendments and post-
effective amendments to this Registration Statement (including registration
statements filed pursuant to Rule 462(b) under the Securities Act of 1933 and
all amendments thereto) and to file the same, with all exhibits hereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, 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
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or his substitute or substitutes, may lawfully do
or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Gerald Post President January 31, 2000
- ----------------------------- (Principal Executive Officer)
Gerald Post
/s/ Christopher L. Ellis Vice President, Treasurer and Director January 31, 2000
- ----------------------------- (Principal Financial and Accounting Officer)
Christopher L. Ellis
/s/ John Campbell Carruth Director January 31, 2000
- -----------------------------
John Campbell Carruth
II-12
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing 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 the 31st day of
January, 2000.
USF DISTRIBUTION SERVICES INC.
By: /s/ Thomas A. Lilly
-------------------
Thomas A. Lilly
President and Chief Executive Officer
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below constitutes and appoints John Campbell Carruth and Christopher L. Ellis,
or each of them as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities (including his or her capacity as a director or
officer of USFreightways Corporation) to sign any and all amendments and post-
effective amendments to this Registration Statement (including registration
statements filed pursuant to Rule 462(b) under the Securities Act of 1933 and
all amendments thereto) and to file the same, with all exhibits hereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, 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
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or his substitute or substitutes, may lawfully do
or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Thomas A. Lilly President, Chief Executive Officer and Director January 31, 2000
- ------------------------------- (Principal Executive Officer)
Thomas A. Lilly
/s/ Donald Kolczak Vice President, Finance January 31, 2000
- ------------------------------- (Principal Financial and Accounting Officer)
Donald Kolczak
/s/ John Campbell Carruth Director January 31, 2000
- -------------------------------
John Campbell Carruth
/s/ Christopher L. Ellis Director January 31, 2000
- -------------------------------
Christopher L. Ellis
II-13
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing 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 the 31st day of
January, 2000.
USF DISTRIBUTION SERVICES OF TEXAS INC.
By: /s/ Thomas A. Lilly
--------------------
Thomas A. Lilly, President and Chief
Executive Officer
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below constitutes and appoints John Campbell Carruth and Christopher L. Ellis,
or each of them as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities (including his or her capacity as a director or
officer of USFreightways Corporation) to sign any and all amendments and post-
effective amendments to this Registration Statement (including registration
statements filed pursuant to Rule 462(b) under the Securities Act of 1933 and
all amendments thereto) and to file the same, with all exhibits hereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, 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
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or his substitute or substitutes, may lawfully do
or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Thomas A. Lilly President, Chief Executive Officer and Director January 31, 2000
- ------------------------------- (Principal Executive Officer)
Thomas A. Lilly
/s/ Donald Kolczak Vice President, Finance January 31, 2000
- ------------------------------- (Principal Financial and Accounting Officer)
Donald Kolczak
/s/ Douglas E. Christensen Director January 31, 2000
- -------------------------------
Douglas E. Christensen
/s/ Robert S. Owen Director January 31, 2000
- -------------------------------
Robert S. Owen
II-14
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing 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 the 31st day of
January, 2000.
USF DUGAN INC.
By: /s/ Robert V. Fasso
-------------------
Robert V. Fasso
President and Chief Executive Officer
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below constitutes and appoints John Campbell Carruth and Christopher L. Ellis,
or each of them as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities (including his or her capacity as a director or
officer of USFreightways Corporation) to sign any and all amendments and post-
effective amendments to this Registration Statement (including registration
statements filed pursuant to Rule 462(b) under the Securities Act of 1933 and
all amendments thereto) and to file the same, with all exhibits hereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, 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
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or his substitute or substitutes, may lawfully do
or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Robert V. Fasso President, Chief Executive Officer Director January 31, 2000
- ----------------------------- (Principal Executive Officer)
Robert V. Fasso
/s/ Gary Pruden Vice President, Treasurer January 31, 2000
- ----------------------------- (Principal Financial and Accounting Officer)
Gary Pruden
/s/ John Campbell Carruth Director January 31, 2000
- -----------------------------
John Campbell Carruth
/s/ Christopher L. Ellis Director January 31, 2000
- -----------------------------
Christopher L. Ellis
II-15
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing 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 the 31st day of
January, 2000.
USF GLEN MOORE INC.
By: /s/ David L. McGowan
--------------------
David L. McGowan
President and Chief Executive Officer
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below constitutes and appoints John Campbell Carruth and Christopher L. Ellis,
or each of them as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities (including his or her capacity as a director or
officer of USFreightways Corporation) to sign any and all amendments and post-
effective amendments to this Registration Statement (including registration
statements filed pursuant to Rule 462(b) under the Securities Act of 1933 and
all amendments thereto) and to file the same, with all exhibits hereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, 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
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or his substitute or substitutes, may lawfully do
or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ David L. McGowan President, Chief Executive Officer and Director January 31, 2000
- ----------------------------- (Principal Executive Officer)
David L. McGowan
/s/ Robert B. Wallace Vice President and Director January 31, 2000
- ----------------------------- (Principal Financial and Accounting Officer)
Robert B. Wallace
/s/ John Campbell Carruth Director January 31, 2000
- -----------------------------
John Campbell Carruth
/s/ Christopher L. Ellis Director January 31, 2000
- -----------------------------
Christopher L. Ellis
II-16
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing 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 the 31st day of
January, 2000.
USF HOLLAND INC.
By: /s/ Peter B. Neydon
-------------------
Peter B. Neydon
President and Chief Executive Officer
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below constitutes and appoints John Campbell Carruth and Christopher L. Ellis,
or each of them as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities (including his or her capacity as a director or
officer of USFreightways Corporation) to sign any and all amendments and post-
effective amendments to this Registration Statement (including registration
statements filed pursuant to Rule 462(b) under the Securities Act of 1933 and
all amendments thereto) and to file the same, with all exhibits hereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, 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
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or his substitute or substitutes, may lawfully do
or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Peter B. Neydon President, Chief Executive Officer and Director January 31, 2000
- ----------------------------- (Principal Executive Officer)
Peter B. Neydon
/s/ Stephen J. Wonch Vice President, Finance & Treasurer January 31, 2000
- ----------------------------- (Principal Financial and Accounting Officer)
Stephen J. Wonch
/s/ John Campbell Carruth Director January 31, 2000
- -----------------------------
John Campbell Carruth
/s/ Christopher L. Ellis Director January 31, 2000
- -----------------------------
Christopher L. Ellis
II-17
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing 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 the 31st day of
January, 2000.
USF LOGISTICS (IMC) INC.
By: /s/ Douglas E. Christensen
--------------------------
Douglas E. Christensen
Chairman and Chief Executive Officer
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below constitutes and appoints John Campbell Carruth and Christopher L. Ellis,
or each of them as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities (including his or her capacity as a director or
officer of USFreightways Corporation) to sign any and all amendments and post-
effective amendments to this Registration Statement (including registration
statements filed pursuant to Rule 462(b) under the Securities Act of 1933 and
all amendments thereto) and to file the same, with all exhibits hereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, 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
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or his substitute or substitutes, may lawfully do
or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Douglas E. Christensen Chairman, Chief Executive Officer and Director January 31, 2000
- ----------------------------- (Principal Executive Officer)
Douglas E. Christensen
/s/ Richard Nusser Vice President January 31, 2000
- ----------------------------- (Principal Financial and Accounting Officer)
Richard Nusser
/s/ John Campbell Carruth Director January 31, 2000
- -----------------------------
John Campbell Carruth
/s/ Christopher L. Ellis Director January 31, 2000
- -----------------------------
Christopher L. Ellis
/s/ Larry Pittman Director January 31, 2000
- -----------------------------
Larry Pittman
II-18
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing 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 the 31st day of
January, 2000.
USF LOGISTICS (TRICOR) INC.
By: /s/ Douglas E. Christensen
--------------------------
Douglas E. Christensen
Chairman and Chief Executive Officer
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below constitutes and appoints John Campbell Carruth and Christopher L. Ellis,
or each of them as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities (including his or her capacity as a director or
officer of USFreightways Corporation) to sign any and all amendments and post-
effective amendments to this Registration Statement (including registration
statements filed pursuant to Rule 462(b) under the Securities Act of 1933 and
all amendments thereto) and to file the same, with all exhibits hereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, 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
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or his substitute or substitutes, may lawfully do
or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Douglas E. Christensen Chairman, Chief Executive Officer and Director January 31, 2000
- ----------------------------- (Principal Executive Officer)
Douglas E. Christensen
/s/ Richard Nusser Vice President January 31, 2000
- ----------------------------- (Principal Financial and Accounting Officer)
Richard Nusser
/s/ John Campbell Carruth Director January 31, 2000
- -----------------------------
John Campbell Carruth
/s/ Christopher L. Ellis Director January 31, 2000
- -----------------------------
Christopher L. Ellis
/s/ Larry Pittman Director January 31, 2000
- -----------------------------
Larry Pittman
II-19
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing 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 the 31st day of
January, 2000.
USF LOGISTICS INC.
By: /s/ Douglas E. Christensen
--------------------------
Douglas E. Christensen
President and Chief Executive Officer
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below constitutes and appoints John Campbell Carruth and Christopher L. Ellis,
or each of them as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities (including his or her capacity as a director or
officer of USFreightways Corporation) to sign any and all amendments and post-
effective amendments to this Registration Statement (including registration
statements filed pursuant to Rule 462(b) under the Securities Act of 1933 and
all amendments thereto) and to file the same, with all exhibits hereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, 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
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or his substitute or substitutes, may lawfully do
or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Douglas E. Christensen President and Chief Executive Officer January 31, 2000
- ----------------------------- (Principal Executive Officer)
Douglas E. Christensen
/s/ Robert Dohse Vice President and Chief Financial Officer January 31, 2000
- ----------------------------- (Principal Financial and Accounting Officer)
Robert Dohse
/s/ John Campbell Carruth Director January 31, 2000
- -----------------------------
John Campbell Carruth
/s/ Christopher L. Ellis Director January 31, 2000
- -----------------------------
Christopher L. Ellis
/s/ Robert S. Owen Director January 31, 2000
- -----------------------------
Robert S. Owen
II-20
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing 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 the 31st day of
January, 2000.
USF LOGISTICS SERVICES INC.
By: /s/ Douglas E. Christensen
--------------------------
Douglas E. Christensen
President and Chief Executive Officer
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below constitutes and appoints John Campbell Carruth and Christopher L. Ellis,
or each of them as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities (including his or her capacity as a director or
officer of USFreightways Corporation) to sign any and all amendments and post-
effective amendments to this Registration Statement (including registration
statements filed pursuant to Rule 462(b) under the Securities Act of 1933 and
all amendments thereto) and to file the same, with all exhibits hereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, 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
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or his substitute or substitutes, may lawfully do
or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Douglas E. Christensen President, Chief Executive Officer and Director January 31, 2000
- ---------------------------- (Principal Executive Officer)
Douglas E. Christensen
/s/ Robert Dohse Vice President and Chief Financial Officer January 31, 2000
--------------------------- (Principal Financial and Accounting Officer)
Robert Dohse
/s/ Christopher L. Ellis Director January 31, 2000
- ----------------------------
Christopher L. Ellis
/s/ Robert S. Owen Director January 31, 2000
- ----------------------------
Robert S. Owen
II-21
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing 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 the 31st day of
January, 2000.
USF PROCESSORS INC.
By: /s/ Kevin Sheehan
-----------------
Kevin Sheehan
President and Chief Executive Officer
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below constitutes and appoints John Campbell Carruth and Christopher L. Ellis,
or each of them as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities (including his or her capacity as a director or
officer of USFreightways Corporation) to sign any and all amendments and post-
effective amendments to this Registration Statement (including registration
statements filed pursuant to Rule 462(b) under the Securities Act of 1933 and
all amendments thereto) and to file the same, with all exhibits hereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, 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
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or his substitute or substitutes, may lawfully do
or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Kevin Sheehan President, Chief Executive Officer and Director January 31, 2000
- ---------------------------- (Principal Executive Officer)
Kevin Sheehan
/s/ Donald Venhaus Vice President and Treasurer January 31, 2000
- ---------------------------- (Principal Financial and Accounting Officer)
Donald Venhaus
/s/ Douglas E. Christensen Director January 31, 2000
- ----------------------------
Douglas E. Christensen
/s/ Robert Dohse Director January 31, 2000
- -------------------------------
Robert Dohse
II-22
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing 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 the 31st day of
January, 2000.
USF PROCESSORS TRADING INC.
By: /s/ Kevin Sheehan
-----------------
Kevin Sheehan
President and Chief Executive Officer
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below constitutes and appoints John Campbell Carruth and Christopher L. Ellis,
or each of them as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities (including his or her capacity as a director or
officer of USFreightways Corporation) to sign any and all amendments and post-
effective amendments to this Registration Statement (including registration
statements filed pursuant to Rule 462(b) under the Securities Act of 1933 and
all amendments thereto) and to file the same, with all exhibits hereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, 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
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or his substitute or substitutes, may lawfully do
or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Kevin Sheehan President, Chief Executive Officer and Director January 31, 2000
- ---------------------------- (Principal Executive Officer)
Kevin Sheehan
/s/ Donald Venhaus Vice President and Treasurer January 31, 2000
- ---------------------------- (Principal Financial and Accounting Officer)
Donald Venhaus
/s/ Douglas E. Christensen Director January 31, 2000
- ----------------------------
Douglas E. Christensen
/s/ Robert Dohse Director January 31, 2000
- -------------------------------
Robert Dohse
II-23
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing 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 the 31st day of
January, 2000.
USF PROPERTIES NEW JERSEY INC.
By: /s/ John Campbell Carruth
-------------------------
John Campbell Carruth
President
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below constitutes and appoints John Campbell Carruth and Christopher L. Ellis,
or each of them as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities (including his or her capacity as a director or
officer of USFreightways Corporation) to sign any and all amendments and post-
effective amendments to this Registration Statement (including registration
statements filed pursuant to Rule 462(b) under the Securities Act of 1933 and
all amendments thereto) and to file the same, with all exhibits hereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, 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
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or his substitute or substitutes, may lawfully do
or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ John Campbell Carruth President and Director January 31, 2000
- ---------------------------- (Principal Executive Officer)
John Campbell Carruth
/s/ Christopher L. Ellis Vice President, Finance, Treasurer and Director January 31, 2000
- ---------------------------- (Principal Financial and Accounting Officer)
Christopher L. Ellis
/s/ Robert S. Owen Director January 31, 2000
- -------------------------------
Robert S. Owen
II-24
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing 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 the 31st day of
January, 2000.
USF REDDAWAY INC.
By: /s/ Jared J. McArthur
---------------------
Jared J. McArthur
President and Chief Executive Officer
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below constitutes and appoints John Campbell Carruth and Christopher L. Ellis,
or each of them as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities (including his or her capacity as a director or
officer of USFreightways Corporation) to sign any and all amendments and post-
effective amendments to this Registration Statement (including registration
statements filed pursuant to Rule 462(b) under the Securities Act of 1933 and
all amendments thereto) and to file the same, with all exhibits hereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, 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
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or his substitute or substitutes, may lawfully do
or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Jared J. McArthur President, Chief Executive Officer and Director January 31, 2000
- ---------------------------- (Principal Executive Officer)
Jared J. McArthur
/s/ Jeffrey Skoczylas Vice President, Chief Financial Officer January 31, 2000
- ---------------------------- (Principal Financial and Accounting Officer)
Jeffrey Skoczylas
/s/ John Campbell Carruth Director January 31, 2000
- ----------------------------
John Campbell Carruth
/s/ Christopher L. Ellis Director January 31, 2000
- ----------------------------
Christopher L. Ellis
II-25
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing 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 the 31st day of
January, 2000.
USF RED STAR INC.
By: /s/ J. Bradley Jones
--------------------
J. Bradley Jones
Chief Executive Officer
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below constitutes and appoints John Campbell Carruth and Christopher L. Ellis,
or each of them as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities (including his or her capacity as a director or
officer of USFreightways Corporation) to sign any and all amendments and post-
effective amendments to this Registration Statement (including registration
statements filed pursuant to Rule 462(b) under the Securities Act of 1933 and
all amendments thereto) and to file the same, with all exhibits hereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, 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
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or his substitute or substitutes, may lawfully do
or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ J. Bradley Jones Chief Executive Officer January 31, 2000
- ---------------------------- (Principal Executive Officer)
J. Bradley Jones
/s/ John O'Sullivan Vice President, Financial and Treasurer January 31, 2000
- ---------------------------- (Principal Financial and Accounting Officer)
John O'Sullivan
/s/ John Campbell Carruth Director January 31, 2000
- -------------------------------
John Campbell Carruth
/s/ Christopher L. Ellis Director January 31, 2000
- -------------------------------
Christopher L. Ellis
/s/ Robert S. Owen Director January 31, 2000
- -------------------------------
Robert S. Owen
II-26
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing 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 the 31st day of
January, 2000.
USF SALES CORPORATION
By: /s/ John Campbell Carruth
-------------------------
John Campbell Carruth
President and Chief Executive Officer
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below constitutes and appoints John Campbell Carruth and Christopher L. Ellis,
or each of them as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities (including his or her capacity as a director or
officer of USFreightways Corporation) to sign any and all amendments and post-
effective amendments to this Registration Statement (including registration
statements filed pursuant to Rule 462(b) under the Securities Act of 1933 and
all amendments thereto) and to file the same, with all exhibits hereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, 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
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or his substitute or substitutes, may lawfully do
or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ John Campbell Carruth President, Chief Executive Officer and Director January 31, 2000
- ---------------------------- (Principal Executive Officer)
John Campbell Carruth
/s/ Christopher L. Ellis Vice President, Finance, Treasurer and Director January 31, 2000
- ---------------------------- (Principal Financial and Accounting Officer)
Christopher L. Ellis
/s/ Robert S. Owen Director January 31, 2000
- ----------------------------
Robert S. Owen
II-27
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing 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 the 31st day of
January, 2000.
USF WORLDWIDE (PUERTO RICO) INC.
By: /s/ Thomas Vincent
------------------
Thomas Vincent, President
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below constitutes and appoints John Campbell Carruth and Christopher L. Ellis,
or each of them as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities (including his or her capacity as a director or
officer of USFreightways Corporation) to sign any and all amendments and post-
effective amendments to this Registration Statement (including registration
statements filed pursuant to Rule 462(b) under the Securities Act of 1933 and
all amendments thereto) and to file the same, with all exhibits hereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, 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
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or his substitute or substitutes, may lawfully do
or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Thomas Vincent President January 31, 2000
- ---------------------------- (Principal Executive Officer)
Thomas Vincent
/s/ Gerald H. Post Senior Vice President and Treasurer January 31, 2000
- ---------------------------- (Principal Financial and Accounting Officer)
Gerald H. Post
/s/ Richard C. Pagano Director January 31, 2000
- -------------------------------
Richard C. Pagano
II-28
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing 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 the 31st day of
January, 2000.
USF WORLDWIDE INC.
By: /s/ Daniel Para
---------------
Daniel Para
President
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below constitutes and appoints John Campbell Carruth and Christopher L. Ellis,
or each of them as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities (including his or her capacity as a director or
officer of USFreightways Corporation) to sign any and all amendments and post-
effective amendments to this Registration Statement (including registration
statements filed pursuant to Rule 462(b) under the Securities Act of 1933 and
all amendments thereto) and to file the same, with all exhibits hereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, 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
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or his substitute or substitutes, may lawfully do
or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Daniel Para President and Director January 31, 2000
- ---------------------------- (Principal Executive Officer)
Daniel Para
/s/ Timothy McCann Vice President, Finance January 31, 2000
- ---------------------------- (Principal Financial and Accounting Officer)
Timothy McCann
/s/ John Campbell Carruth Director January 31, 2000
- -------------------------------
John Campbell Carruth
/s/ Christopher L. Ellis Director January 31, 2000
- -------------------------------
Christopher L. Ellis
II-29
EXHIBIT INDEX
Exhibit Number Description of Exhibit
1.1 Form of Underwriting Agreement
3.1 Amended and Restated Certificate of Incorporation of
USFreightways Corporation (incorporated by reference from
Exhibit 3.1 to USFreightways Corporation's Transition Report
on Form 10-K, from June 29, 1991 to December 28, 1991 (File
No. 0-19791))
3.2 Certificate of Designation for Series A Junior Participating
Cumulative Preferred Stock (incorporated by reference from
Exhibit 3(a) to USFreightways Corporation's Annual Report on
Form 10-K for the year ended January 1, 1994 (File No. 0-
19791))
3.3 Certificate of Amendment of Restated Certificate of
Incorporation of USFreightways Corporation (incorporated by
reference from Exhibit 3(i) to USFreightways Corporation's
Report on Form 10-Q for the quarter ended June 29, 1996
(File No. 0-19791))
3.4 Bylaws of USFreightways Corporation, as restated January 23,
1998 (incorporated by reference from Exhibit 3(b) to
USFreightways Corporation's Annual Report on Form 10-K for
the year ended January 3, 1998 (File No. 0-19791))
4.4 Indenture, dated as of May 5, 1999, among USFreightways
Corporation, the Guarantors named therein and Bank One,
Michigan, as Trustee (as the successor-in-interest to NBD
Bank) (incorporated by reference from Exhibit 4.1 to
USFreightways Corporation's Current Report on Form 8-K,
filed on May 11, 1999 (File No. 0-19791))
4.5 First Supplemental Indenture
4.6 Form of USFreightways Corporation Officers' Certificate
setting forth the terms of the debt securities (incorporated
by reference from Exhibit 4.5 to USFreightways Corporation's
Registration Statement on Form S-3, filed on April 13, 1999
(File No. 333-76217))
4.7 Form of Subsidiary Guarantee (incorporated by reference from
Exhibit 4.6 to USFreightways Corporation's Amendment No. 2
to Registration Statement on Form S-3, filed on April 29,
1999 (File No. 333-76217))
5.1 Opinion of Sachnoff & Weaver, Ltd.
12.1 Computation of Ratio of Earnings to Fixed Charges
23.1 Consent of Arthur Andersen LLP
23.2 Consent of KPMG LLP
23.3 Consent of Sachnoff & Weaver, Ltd. (included in Exhibit 5.1)
24.1 Powers of Attorney for the Company and the Subsidiary
Guarantors (included on signature pages)
25.1 Statement of Eligibility on Form T-1 of Bank One, Michigan
(as the successor-in-interest to NBD Bank) (incorporated by
reference from Exhibit 25.1 to USFreightways Corporation's
Registration Statement on Form S-3, filed on April 13, 1999
(File No. 333-76217)