SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K/A
AMENDMENT NO. 1
FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO
SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2001
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________________ to ____________________
Commission File Number: 0-19969
ARKANSAS BEST CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware 71-0673405
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
3801 Old Greenwood Road, Ft. Smith, Arkansas 72903
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (479) 785-6000
Securities registered pursuant to Section 12(g) of the Act:
Title of each class
Common Stock, $0.01 Par Value
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
Number of shares outstanding of the registrant's Common Stock, $0.01 par value
(excluding shares of treasury stock) as of February 25, 2002: 24,594,115
The aggregate market value of the registrant's voting stock held by
non-affiliates of the registrant as of February 25, 2002: $579,133,549
DOCUMENTS INCORPORATED BY REFERENCE
A. The following sections of the 2001 Annual Report to Stockholders: 1) Market
and Dividend Information; 2) Selected Financial Data; 3) Management's Discussion
and Analysis of Financial Condition and Results of Operations; 4) Quantitative
and Qualitative Disclosures About Market Risk; and 5) Financial Statements and
Supplementary Data; and B. The Proxy Statement for the Company's April 14, 2002
annual meeting of stockholders is incorporated by reference in Part III of this
Form 10-K.
This Amendment No. l to the Annual Report on Form 10-K of Arkansas Best
Corporation (the "Company") amends Item 11 of Part III of the Annual Report on
Form 10-K of the Company filed with the Securities and Exchange Commission on
March 8, 2002.
Item 11. Executive Compensation. Item 11 is hereby amended to include
an expanded table of estimated pension benefits, to expand the description of
the applicable pension plans and covered compensation thereunder, and to revise
the 15 and 20 years of service columns in the pension table to provide lower
estimates. Item 11 is hereby amended in its entirety to read as follows:
The sections entitled "Executive Compensation," "Aggregated Options/SAR
Exercises in Last Fiscal Year and Fiscal Year-End Options/SAR Values,"
"Options/SAR Grants Table," "Executive Compensation and Development Committee
Interlocks and Insider Participation," "Retirement and Savings Plans,"
"Employment Contracts and Termination of Employment and Change in Control
Arrangements" and the paragraph concerning directors' compensation in the
section entitled "Board of Directors and Committees" in the Company's Definitive
Proxy Statement dated March 15, 2002 set forth certain information with respect
to compensation of management of the Company and are incorporated herein by
reference, provided, however, the information contained in the sections entitled
"Report on Executive Compensation by the Executive Compensation and Development
Committee and Stock Option Committee" and "Stock Performance Graph" are not
incorporated herein by reference.
RETIREMENT AND SAVINGS PLANS
Non-union employees of the Company and ABF who fulfill a minimum age
and service requirement are eligible to participate in either the Company's
Retirement Plan or ABF's Retirement Plan, as applicable, which generally provide
fixed benefits payable in a lump-sum form upon retirement at age 65. Benefits
also may be paid in the form of an annuity at the participant's election.
Credited years of service for each of the individuals named in the EXECUTIVE
COMPENSATION - SUMMARY COMPENSATION TABLE ("Executive Compensation Table") are:
Robert A. Young III, 37 years; Lary R. Scott, 6 years; David E. Stubblefield, 42
years; Jerry A. Yarbrough, 34 years; and David E. Loeffler, 6 years. Benefits
are based upon a participant's years of service and average total monthly
earnings (exclusive of extraordinary remuneration and expense allowances and
subject to the annual Code limitation after 1988 of $150,000 as adjusted to
reflect cost of living increases) during any sixty (60) consecutive calendar
months during the participant's employment since 1980 which will give the
participant the highest average monthly earnings ("Retirement Plan
Compensation"). Benefits also are subject to certain other limitations in the
Code.
The following table illustrates the total estimated annual benefits
payable from the Retirement Plans and the Company's and ABF's Supplemental
Benefit Plans (see below) upon retirement at age 65, in the form of a single
life annuity, to persons in the specified compensation and years-of-service
classifications.
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<Table>
<Caption>
HIGHEST YEARS OF SERVICE
60-MONTH AVERAGE ---------------------------------------------------------------------------------------------------
ANNUAL
COMPENSATION 5 10 15 20 25 30 35 40 45
------------ - -- -- -- -- -- -- -- --
$ 400,000 $ 39,760 $ 79,520 $ 119,280 $ 159,040 $ 198,800 $ 238,560 $ 278,320 $ 318,080 $ 357,840
$ 450,000 $ 44,760 $ 89,520 $ 134,280 $ 179,040 $ 223,800 $ 268,560 $ 313,320 $ 358,080 $ 402,840
$ 500,000 $ 49,760 $ 99,520 $ 149,280 $ 199,040 $ 248,800 $ 298,560 $ 348,320 $ 398,080 $ 447,840
$ 550,000 $ 54,760 $ 109,520 $ 164,280 $ 219,040 $ 273,800 $ 328,560 $ 383,320 $ 438,080 $ 492,840
$ 600,000 $ 59,760 $ 119,520 $ 179,280 $ 239,040 $ 298,800 $ 358,560 $ 418,320 $ 478,080 $ 537,840
$ 650,000 $ 64,760 $ 129,520 $ 194,280 $ 259,040 $ 323,800 $ 388,560 $ 453,320 $ 518,080 $ 582,840
$ 700,000 $ 69,760 $ 139,520 $ 209,280 $ 279,040 $ 348,800 $ 418,560 $ 488,320 $ 558,080 $ 627,840
$ 750,000 $ 74,760 $ 149,520 $ 224,280 $ 299,040 $ 373,800 $ 448,560 $ 523,320 $ 598,080 $ 672,840
$ 800,000 $ 79,760 $ 159,520 $ 239,280 $ 319,040 $ 398,800 $ 478,560 $ 558,320 $ 638,080 $ 717,840
$ 900,000 $ 89,760 $ 179,520 $ 269,280 $ 359,040 $ 448,800 $ 538,560 $ 628,320 $ 718,080 $ 807,840
$1,000,000 $ 99,760 $ 199,520 $ 299,280 $ 399,040 $ 498,800 $ 598,560 $ 698,320 $ 798,080 $ 897,840
$1,100,000 $ 109,760 $ 219,520 $ 329,280 $ 439,040 $ 548,800 $ 658,560 $ 768,320 $ 878,080 $ 987,840
$1,200,000 $ 119,760 $ 239,520 $ 359,280 $ 479,040 $ 598,800 $ 718,560 $ 838,320 $ 958,080 $1,077,840
$1,300,000 $ 129,760 $ 259,520 $ 389,280 $ 519,040 $ 648,800 $ 778,560 $ 908,320 $1,038,080 $1,167,840
</Table>
In December 1987, the Company also established the Arkansas Best
Corporation Supplemental Benefit Plan and ABF established the ABF Freight
System, Inc. Supplemental Benefit Plan. Both Supplemental Benefit Plans are
designed to supplement benefits under the Retirement Plans. The Code places
limits on the amount of income participants may receive under the Retirement
Plans. In order to compensate for those limitations and for reductions in the
rate of benefit accruals from the 1985 formula under the Retirement Plans, the
Supplemental Benefit Plans will pay sums in addition to amounts payable under
the Retirement Plans to eligible participants. Participation in the Supplemental
Benefit Plans is generally limited to employees of the Company or ABF who are
participants in the Retirement Plans and who are also either officers at or
above the rank of vice president and are designated as participants in a
Supplemental Benefit Plan by the Company's Board. The amount due to each
participant in the Supplemental Benefit Plans is the actuarial equivalent of the
excess of (1) the payment due under the Retirement Plans as in effect on January
1, 1985 as amended, but without regard to any amendments that decrease the rate
of benefit accruals and without regard to any Code limitations, or the current
Retirement Plans without regard to any Code limitations if more; over (2) the
actual benefit received from the Retirement Plans. This payment will be made in
a lump-sum or in annual installments over a period of not more than 15 years at
the participant's election. Amounts attributable to the Supplemental Benefit
Plans are included in the pension table set forth above. The Supplemental
Benefit Plans take into account all Retirement Plan Compensation without regard
to Code limitations ("Covered Compensation"). The compensation disclosed in the
Executive Compensation Table exceeds the Covered Compensation for the
individuals listed in the Executive Compensation Table for all the named
executives other than Mr. Scott. Covered Compensation for the remaining four
named executives equals: Mr. Young, $1,077,987.48; Mr. Stubblefield,
$890,186.52; Mr. Yarbrough, $449,637.48; and Mr. Loeffler, $395,317.32.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Dated August 9, 2002 ARKANSAS BEST CORPORATION
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By: /s/ David E. Loeffler
Vice President and Chief Financial
Officer and Treasurer
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