1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1993
Commission File No. 1-8441
CAROLINA FREIGHT CORPORATION
(Exact name of registrant as specified in its charter)
NORTH CAROLINA 56-1349996
------------------------------- ----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
North Carolina Highway 150 East
Cherryville, North Carolina 28021
- --------------------------------------- -----------
(Address of principal executive office) (Zip Code)
(704) 435-6811
(Registrant's telephone number, including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Name of each Exchange
Title of each class on which registered
- ---------------------------- --------------------
Common Stock, $.50 par value New York and Pacific
Stock Exchanges
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None
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
--- ---
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. ( )
State the aggregate market value of the voting stock held by
non-affiliates of the registrant. (The aggregate market value shall be
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within 60 days prior
to the date of filing.)
At February 28, 1994 - $70,537,974
2
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date. (APPLICABLE ONLY
TO CORPORATE REGISTRANTS.)
At February 28, 1994 - 6,561,672 shares of Common Stock,
$.50 par value
Documents Incorporated by Reference
List hereunder the following documents if incorporated by reference
and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the
document is incorporated: (1) Any annual report to security holders; (2) Any
proxy or information statement; and (3) Any prospectus filed pursuant to Rule
424(b) or (c) under the Securities Act of 1933. (The listed documents should
be clearly described for identification purposes.)
(1) Portions of the 1993 Annual Report to Security Holders - Part II and Part
IV.
(2) Proxy Statement for the 1994 Annual Meeting of Shareholders of Carolina
Freight Corporation - Part III.
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Part I
Item 1. Business.
Carolina Freight Corporation is a freight transportation holding
company whose primary subsidiaries are Carolina Freight Carriers Corporation
("Carolina"), Red Arrow Freight Lines, Inc. ("Red Arrow"), G.I. Trucking
Company ("G.I."), Cardinal Freight Carriers, Inc. ("Cardinal"), The Complete
Logistics Company, Inc. ("CLC"), and Innovative Logistics Incorporated ("ILI").
The consolidated revenue of the Corporation ranks it among the ten largest
motor carriers of general freight in the United States.
Through its subsidiary carriers, Carolina Freight Corporation serves
all of the 50 largest Standard Metropolitan Statistical Areas of the United
States.
In addition to their independent operations, Carolina, G.I. and Red
Arrow use rail carriers to provide intermodal transportation between their
areas of operation.
Subsidiaries of Carolina Freight Corporation presently provide
services for customers in over 130 countries in North America, Africa,
Australia, New Zealand, South America, Central America, Eastern and Western
Europe, the Middle East, Asia and throughout the Pacific Rim and the Caribbean
Sea.
The Corporation`s consolidated insurance subsidiary, Motor Carrier
Insurance, Ltd., a Bermuda company, provides cargo, public liability and
workers' compensation insurance coverage, under reinsurance agreements, to the
Corporation's operating subsidiaries.
The Corporation's principal offices are located at North Carolina
Highway No. 150 East, Cherryville, North Carolina 28021, and its telephone
number is 704/435-6811.
On December 31, 1993, the Corporation had 11,174 total employees.
Unless the context requires otherwise, reference to the Corporation in
this report shall mean Carolina Freight Corporation and its subsidiaries.
CAROLINA FREIGHT CARRIERS
Carolina Freight Carriers is an over-the-road motor carrier which
began operations in 1932 as Beam Trucking Company. The company has its
headquarters in Cherryville, North Carolina and operates as a transporter of
general commodities primarily within a 32 state region of the eastern half of
the United States. Its major service area is connected with the territories of
G.I. and Red Arrow through an intermodal partnership with those companies.
Carolina`s major traffic lanes are between points in the South and Northeast,
the South and Midwest, the Midwest and the Northeast, and within the South.
Carolina is authorized by the Interstate Commerce Commission ("ICC") to serve
all points in the contiguous United States.
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Carolina handles broadly diversified traffic including textile
products, plastics, foodstuffs, pharmaceuticals, chemicals, auto parts,
construction materials and hardware. The only commodity accounting for more
than 10% of revenue in 1993 was textiles (cloth, dry goods, fabrics, clothing,
fibers, yarn) which accounted for approximately 10.8%. During 1993, no single
customer accounted for more than 4% of revenue, and the largest ten customers
accounted for less than 18% of revenue. During 1993, 91% of revenue was
derived from less-than-truckload ("LTL") shipments (shipments weighing less
than 10,000 pounds).
EQUIPMENT AND PROPERTY. Carolina owns all of its revenue equipment
except equipment used in connection with intermodal operations. At December
31, 1993, Carolina owned 3,093 tractors, 10,846 trailers, 78 trucks, and
operated 171 service centers consisting of 154 terminals (98 owned and 56
leased) and 17 agencies. In addition to the operation of major vehicle
maintenance facilities at the six major breakbulk terminals in Carolina's
system - Atlanta, Chicago, Carlisle (Pa.), Cherryville, Cincinnati, and Toledo
- - there are similar maintenance facilities at various terminals throughout the
Carolina system.
G.I. TRUCKING COMPANY
G.I. is headquartered in La Mirada, California and provides
over-the-road freight transportation services to shippers and receivers in
California, Oregon, Washington, Idaho, Utah, Nevada, Colorado, New Mexico,
Texas and Arizona. Service is provided to and from Hawaii. The major service
area of G.I. is connected with the territories of Carolina and Red Arrow
through an intermodal partnership with those companies. Founded in 1946, G.I.
was acquired by Carolina Freight Corporation in October 1983. At December 31,
1993, G.I. owned 424 tractors, 1,586 trailers, 16 trucks, and operated 44
service centers consisting of 24 terminals (14 owned and 10 leased) and 20
agencies.
RED ARROW FREIGHT LINES, INC.
Red Arrow`s executive offices are in Dallas, Texas and administrative
services are performed in corporate offices in Cherryville, North Carolina. It
is an over-the-road motor carrier which transports general commodities in
Texas, Kansas, Arkansas, Louisiana and Oklahoma. The major service area of Red
Arrow is connected with the territories of G.I. and Carolina through an
intermodal partnership with those companies. Red Arrow was founded in 1928 and
acquired by Carolina Freight Corporation in January 1984. At December 31,
1993, Red Arrow owned 191 tractors, 179 trailers, 3 trucks, and operated 15
service centers consisting of 11 terminals (4 owned and 7 leased) and 4
agencies.
CARDINAL FREIGHT CARRIERS, INC.
Cardinal was established in 1980. It is an irregular route motor
carrier with authority to serve all points in the United States, although its
services are presently confined to serving customers east of the Mississippi
River. Cardinal specializes in the transportation of truckload freight. Its
general office is in Concord, North Carolina. At December 31, 1993, Cardinal
owned 130 tractors and 744 trailers and operated 217 leased tractors.
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THE COMPLETE LOGISTICS COMPANY, INC.
CLC is a full service equipment and driver leasing company, owning 124
tractors, 284 trailers, and 67 trucks as of December 31, 1993. CLC was
formerly the leasing division of G.I. Trucking Company and is headquartered in
Buena Park, California.
INNOVATIVE LOGISTICS INCORPORATED
ILI is a third party logistics firm based in Fort Mill, South Carolina
and provides transportation-related services such as intermodal shipping, rate
negotiation, and warehousing. The international division, with offices in
Charleston, South Carolina, and Houston, Texas, provides NVOCC service to most
foreign locations.
CAPITAL EXPENDITURES
Capital expenditures in 1993 net of dispositions were $15.8 million.
Revenue and service equipment purchases were $17.3 million. Land and terminal
expenditures were $4.7 million. Other capital expenditures totaled $7.3
million. The proceeds from dispositions totaled $13.5 million which included
the sale of terminal facilities in Atlanta, Cincinnati, Austin, Houston, and
San Antonio.
MANAGEMENT CHANGES
James D. Carlton became president of Carolina Freight Carriers in June
1993. In December 1993, Braxton Vick, who previously served as Executive Vice
President of Corporate Services, was promoted to Executive Vice President of
Corporate Planning and Development. In addition, John L. Fraley, Jr., a
veteran of Carolina Freight Carriers, and James R. Hertwig, former president of
a major intermodal company, were elected vice presidents of the Company. In
January 1993, Philip G. Deely, who formerly served as a distribution executive
for a large shipper, was named President of Innovative Logistics Incorporated.
Item 2. Properties.
The Corporation, through its subsidiaries, owns and operates 117
terminal facilities in 26 states. At December 31, 1993, these properties had a
net book value of $132.5 million. In addition, the Corporation leases 71 real
properties under leases for terms of generally one to ten years. These
properties are used as offices, terminals, warehouses and vehicle maintenance
facilities.
The Corporation, through its subsidiaries, transports freight, using
both over-the-road and local tractors, trailers and trucks. This revenue
equipment is virtually all owned by the respective subsidiary, though minor
amounts are leased both with and without drivers. At December 31, 1993, the
value of revenue equipment, less accumulated depreciation, totaled $87.8
million and consisted of 4,179 tractors, 13,639 trailers and 164 trucks. In
addition, service vehicles, data processing equipment, furniture and fixtures,
and leasehold improvements had a net book value of $26.1 million.
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Item 3. Legal Proceedings.
(a) There are not now pending any material legal proceedings, other
than ordinary routine litigation incident to the Corporation's business, to
which the Corporation or any of its subsidiaries is a party or to which any of
their respective properties is subject. During 1993, no material litigation or
governmental proceeding was instituted or pending against the Corporation or
any of its subsidiaries arising from any alleged violation of any emission
control standards or other environmental regulations.
(b) No material legal proceedings were terminated in the fourth
quarter of 1993.
Item 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted during the fourth quarter of 1993 to a vote
of security holders, through the solicitation of proxies or otherwise.
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PART II
Item 5. Market for the Registrant's Common Equity and Related Stockholder
Matters.
The registrant's common stock is traded on the New York and Pacific
Stock Exchanges (Symbol - CAO). The range of market values and amounts of
dividends paid during the last two years are shown in the following table:
Dividends
High Low Per Share
---- --- ---------
1993:
First Quarter 16 13 1/8 $.05
Second Quarter 15 11 3/8 $.05
Third Quarter 14 3/4 11 1/2 $.05
Fourth Quarter 13 3/4 11 1/2 $.05
1992:
First Quarter 20 1/4 16 $.15
Second Quarter 18 1/2 12 7/8 $.15
Third Quarter 14 5/8 12 1/8 $.15
Fourth Quarter 15 10 1/2 $.05
As of December 31, 1993, there were 2,642 record holders of the
Corporation's Common Stock.
The Corporation has paid quarterly cash dividends on its Common Stock
since 1963. The Board of Directors suspended payment of common share dividends
on January 10, 1994. Future dividends will depend upon the Corporation's
earnings, its financial condition and other relevant factors. A debt agreement
places certain restrictions on the payment of cash dividends by Carolina
Freight Corporation, the parent company. Under the agreement, future dividends
of the Corporation are limited to approximately $3.7 million plus 50% of
earnings, as defined, after December 31, 1993.
Item 6. Selected Financial Data.
The selected financial data for the past five years appears on pages
18 and 19 of the registrant's annual report to shareholders for the year ended
December 31, 1993 and is incorporated by reference to the extent of the
respective columns of financial data for the years 1989 through 1993.
Item 7. Management`s Discussion and Analysis of Results of Operations and
Financial Condition.
Management`s Review appearing on pages 20 through 23 of the annual report
to shareholders for the year ended December 31, 1993 is incorporated herein by
reference.
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Item 8. Financial Statements and Supplementary Data.
The consolidated financial statements including the Report of Independent
Public Accountants, appearing on pages 24 through 37, in the annual report to
shareholders for the year ended December 31, 1993 are incorporated herein by
reference.
Item 9. Disagreements on Accounting and Financial Disclosure.
None.
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PART III
The information called for by Part III is incorporated by reference
from registrant's definitive proxy statement. Disclosures concerning
delinquent filings under Section 16(A) of the Securities Exchange Act of 1934
can be found in the Company's 1994 Proxy Statement.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) The following documents are filed as a part of this report:
1. Financial Statements - The following information appearing in the
annual report to shareholders for year ended December 31, 1993 is
incorporated by reference:
PAGE
----
Consolidated Balance Sheets, December 31, 1993 and 1992 24 - 25
Consolidated Statements of Operations for the Years Ended
December 31, 1993, 1992 and 1991. 26
Consolidated Statements of Cash Flows for the Years Ended
December 31, 1993, 1992 and 1991. 27
Consolidated Statements of Stockholder's Equity for the
Years Ended December 31, 1993, 1992 and 1991. 28
Notes to Consolidated Financial Statements, December 31,
1993, 1992 and 1991. 29 - 37
Report of Independent Public Accountants 37
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2. Financial Statement Schedules
Schedule No. Schedule Name
------------ -------------
III. Condensed Financial Information - Parent
Company Only
V. Property, Plant and Equipment
VI. Accumulated Depreciation, Depletion and
Amortization of Property, Plant and
Equipment
VIII. Valuation and Qualifying Accounts
X. Supplementary Income Statement
Information
All other schedules for which provision is made in the
applicable accounting regulations of the Securities and Exchange
Commission are not required under the related instructions or
are inapplicable.
3. Exhibits
3(a) Articles of Incorporation of Carolina Freight Corporation
(as amended up to May 16, 1988). Incorporated by reference to
Exhibit 3(a) on Form 10-K for the year ended December 31, 1988,
File No. 1-8441.
(i) Articles of Amendment of Carolina Freight Corporation.
Incorporated by reference to Exhibit 3(a)(i) on Form 10-K
for the year ended December 31, 1989, File No. 1-8441.
3(b) Amended and Restated Bylaws of Carolina Freight Corporation.
Incorporated by reference to Exhibit 3(b) on Form 10-Q for the
quarter ended September 8, 1990, File No. 1-8441.
3(c) Amended and Restated Charter of Carolina Freight Carriers
Corporation. Incorporated by reference to Exhibit 3(b) on
Form 10-K for the year ended December 31, 1985, File No.
1-8441.
4 6 1/4% Convertible Subordinated Debentures Due 2011 - all
documents in connection with Company's registration statement
on Form S-3, File No. 33-4742 in 1986 are incorporated by
reference.
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10(a) Consulting Services Agreement between Carolina Freight
Corporation and K. G. Younger. Incorporated by reference
to Exhibit 10(b) on Form 10-K for the year ended December 31,
1990, File No. 1-8441.
10(b) Employment Contract Agreement between Carolina Freight
Corporation and Lary R. Scott dated March 22, 1993.
10(c) Employment Contract Agreement between Carolina Freight
Corporation and Palmer E. Huffstetler dated March 22, 1993.
10(d) Carolina Freight Corporation Employee Savings and Protection
Plan (as amended through October 1, 1991). Incorporated by
reference to Exhibit 10(c) on Form 10-K for the year ended
December 31, 1991, File No. 1-8441.
10(e) The Complete Logistics Company Employee Savings and Profit
Sharing Plan, October 1, 1993.
10(f) Carolina Freight Corporation Employees' Pension Plan (as
restated January 1, 1985). Incorporated by reference to
Exhibit 10(d) on Form 10-K for the year ended December 31,
1985, File No. 1-8441.
(i) 1989 Amendments to Carolina Freight Corporation Employees'
Pension Plan. Incorporated by reference to Exhibit 10(c)
(i) on Form 10-K for the year ended December 31, 1989,
File No. 1-8441.
(ii) 1992 Amendment to Carolina Freight Corporation Employees'
Pension Plan. Incorporated by reference to Exhibit 10(d)
(ii) on Form 10-K for the year ended December 31, 1992,
File No. 1-8441.
10(g) G. I. Trucking Company Employees Retirement Plan as amended and
restated effective July 1, 1992. Incorporated by reference to
Exhibit 10(e) on Form 10-K for the year ended December 31, 1992,
File No. 1-8441.
10(h) G. I. Trucking Company Freight Handlers Retirement Plan as
amended and restated effective July 1, 1992. Incorporated by
reference to Exhibit 10(f) on Form 10-K for the year ended
December 31, 1992, File No. 1-8441.
10(i) Group Annuity Contract No. IN 15150 between G.I. Trucking
Company and Connecticut General Life Insurance Company.
Incorporated by reference to Exhibit 10(h) on Form 10-K
for the year ended December 31, 1985,
File No. 1-8441.
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10(j) Stock Option Plans:
(i) 1984 Incentive Stock Option Plan of Carolina Freight
Corporation and 1984 Incentive Stock Option Agreement.
Incorporated by reference to Exhibit 10(d) on Form 10-K
for the year ended December 31, 1984, File No. 1-8441.
(ii) Amendment to 1984 Incentive Stock Option Plan of Carolina
Freight Corporation. Incorporated by reference to Exhibit
10(h)(ii) on Form 10-K for the year ended December 31, 1987,
File No. 1-8441.
(iii) Amendments to 1975, 1980 and 1984 Stock Option Plans.
Incorporated by reference to Exhibit 10(h)(iii) on
Form 10-K for the year ended December 31, 1988,
File No. 1-8441.
(iv) 1988 Incentive Stock Option Plan of Carolina Freight
Corporation and 1988 Incentive Stock Option Agreement.
Incorporated by reference to Exhibit 10(h)(iv) on
Form 10-K for the year ended December 31, 1988, File
No. 1-8441.
(v) Amendments to 1980, 1984 and 1988 Incentive Stock Option
Plans of Carolina Freight Corporation. Incorporated by
reference to Exhibit 10(h)(v) on Form 10-K for the year
ended December 31, 1989, File No. 1-8441.
(vi) 1989 Incentive Stock Option Plan of Carolina Freight
Corporation and 1989 Incentive Stock Option Agreement.
Incorporated by reference to Exhibit 10(h)(vi) on
Form 10-K for the year ended December 31, 1989, File
No. 1-8441.
10(k) Revolving Credit and Term Loan Agreement between Carolina
Freight Carriers Corporation and Citibank, N.A. dated
December 1, 1990. Incorporated by reference to Exhibit 10(i)
on Form 10-K for the year ended December 31, 1990,
File No. 1-8441.
(i) First Amendment to Revolving Credit and Term Loan Agreement
dated December 31, 1991. Incorporated by reference to Exhibit
10(i) on Form 10-K for the year ended December 31, 1991,
File No. 1-8441.
(ii) Second Amendment to Revolving Credit and Term Loan Agreement
dated October 5, 1992. Incorporated by reference to Exhibit
10(i)(ii) on Form 10-K for the year ended December 31, 1992,
File No. 1-8441.
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10(l) Guaranty Agreement between Carolina Freight Corporation
and Citibank, N.A. dated December 1, 1990. Incorporated by
reference to Exhibit 10(j) on Form 10-K for the year ended
December 31, 1990, File No. 1-8441.
(i) First Amendment to Guaranty Agreement dated October 5, 1992.
Incorporated by reference to Exhibit 10(j)(i) on Form 10-K
for the year ended December 31, 1992, File No. 1-8441.
10(m) Carolina Freight Trade Receivables Master Trust Pooling and
Servicing Agreement dated December 1, 1993.
10(n) Executive Benefit Plan Agreements:
(i) Executive Benefit Plan Agreements of All Officers and
Directors of Carolina Freight Corporation. Incorporated
by reference to Exhibit 10(j) on Form 10-K for the year
ended December 31, 1984, File No. 1-8441.
(ii) Salary Deferral Plan of Officers and Directors of
Carolina Freight Corporation. Incorporated by reference
to Exhibit 10(r)(ii) on Form 10-K for the year ended
December 31, 1986, File No. 1-8441.
(iii) Amendment Number One to Deferred Compensation Agreement
of All Directors of Carolina Freight Corporation.
Incorporated by reference to Exhibit 10(p)(iii) on
Form 10-K for the year ended December 31, 1987, File
No. 1-8441.
(iv) Amendment Number One to Deferred Compensation Agreement
of All Officers of Carolina Freight Corporation.
Incorporated by reference to Exhibit 10(p)(iv) for
the year ended December 31, 1987, File No. 1-8441.
(v) Amended Executive Supplemental Benefit Plan. Incorporated
by reference to Exhibit 10(p)(v) on Form 10-K for the
year ended December 31, 1988, File No. 1-8441.
(vi) Representative sample of individual contracts signed by
participants in the 1990 Salary Deferral Plan for Officers
and Directors. The total amount deferred by the executive
officers, as a group, in 1991 can be found on page 7 of the
Company's 1992 Proxy Statement. The total amount deferred
in 1991 by the directors, as a group, was $37,000.
Incorporated by reference to Exhibit 10(v)(vi) on Form 10-K
for the year ended December 31, 1991, File 1-8441.
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10(o) Form of Indemnification Agreement between Carolina Freight
Corporation and Its Board of Directors and Schedule
Identifying Documents Omitted. Incorporated by reference
to Exhibit 10(q) on Form 10-K for the year ended
December 31, 1987, File No. 1-8441.
10(p) Form of Severance Pay Agreement between Carolina Freight
Corporation and Its Officers and Schedule Identifying
Documents Omitted. Incorporated by reference to Exhibit
10(r) on Form 10-K for the year ended December 31, 1987,
File No. 1-8441.
10(q) Loan Agreements in connection with the following industrial
revenue bond financings of Carolina Freight Carriers
Corporation:
(i) Howard County, Maryland dated September 1, 1981.
Incorporated by reference to Exhibit 10(k)(i) on
Form 10-K for the year ended December 31, 1984,
File No. 1-8441.
(ii) City of Rockford, Illinois dated October 1, 1981.
Incorporated by reference to Exhibit 10(k)(ii) on
Form 10-K for the year ended December 31, 1984,
File No. 1-8441.
(iii) New Jersey Economic Development (Jersey City)
dated January 1, 1982. Incorporated by reference
to Exhibit 10(k)(iii) on Form 10-K for the year
ended December 31, 1984, File No. 1-8441.
(iv) Village of Forest View, Illinois dated November 1,
1982. Incorporated by reference to Exhibit 10(k)(iv)
on Form 10-K for the year ended December 31, 1984,
File No. 1-8441.
(v) County of Cuyahoga, Ohio dated August 29, 1983.
Incorporated by reference to Exhibit 10(k)(vi)
on Form 10-K for the year ended December 31, 1984,
File No. 1-8441.
(vi) Mortgage Note and Mortgage dated December 9, 1983 of
Berks County Development Authority. Incorporated by
reference to Exhibit 10(k)(vii) on Form 10-K for the
year ended December 31, 1984, File No. 1-8441.
(vii) City of Hayward, California and Summit Companies, Inc.
Incorporated by reference to Exhibit 10(k)(viii) on
Form 10-K for the year ended December 31, 1984,
File No. 1-8441.
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(viii) County of Lucas, Ohio dated May 1, 1984. Incorporated
by reference to Exhibit 10(k)(ix) on Form 10-K for the
year ended December 31, 1984, File No. 1-8441.
(ix) Michigan Job Development Authority dated October 1,
1984. Incorporated by reference to Exhibit 10(k)(x)
on Form 10-K for the year ended December 31, 1984,
File No. 1-8441.
(x) Cumberland County, Pa. Industrial Development Authority
Mortgage dated October 1, 1985, and Promissory Note
dated October 17, 1985. Incorporated by reference to
Exhibit 10(s)(xii) on Form 10-K for the year ended
December 31, 1985, File No. 1-8441.
(xi) Dade County, Florida, Industrial Development Authority,
Installment Purchase Contract, dated December 1, 1985.
Incorporated by reference to Exhibit 10(s)(xiv) on
Form 10-K for the year ended December 31, 1985, File
No. 1-8441.
(xii) City of Memphis and County of Shelby, Tennessee,
Industrial Development Board dated October 1, 1986.
Incorporated by reference to Exhibit 10(s)(xv)
on Form 10-K for the year ended December 31, 1986,
File No. 1-8441.
(xiii) New Jersey Economic Development Authority, Variable Rate
Demand Economic Development Bond dated February 22, 1990.
Incorporated by reference to Exhibit 10(v)(xiv)
on Form 10-K for the year ended December 31, 1990,
File No. 1-8441.
(xiv) Carolina Freight Tax-Exempt Bond Grantor Trust dated
May 23, 1990. Incorporated by reference to Exhibit
10(v)(xv) on Form 10-K for the year ended December 31,
1990, File No. 1-8441.
10(r) Grantor Trust Agreement. Incorporated by reference to
Exhibit 10(w) on Form 10-K for the year ended December 31,
1989, File No. 1-8441.
11 Computation of Earnings Per Common Share.
13 1993 Annual Report to Shareholders.
21 List of subsidiaries of Carolina Freight Corporation.
23 Consent of Independent Public Accountants.
(b) Reports on Form 8-K filed in the fourth quarter, 1993: None
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CAROLINA FREIGHT CORPORATION
SCHEDULE III - CONDENSED FINANCIAL INFORMATION - PARENT COMPANY ONLY
FOR THE YEARS ENDED DECEMBER 31, 1993 AND 1992
CONDENSED BALANCE SHEETS
1993 1992
Assets ------------ ------------
Current Assets:
Cash and temporary cash investments $ 131,611 $ 161,683
Prepayments 102,618 77,496
Other Assets 1,587,202 1,563,837
------------ ------------
Total current assets $ 1,821,431 $ 1,803,016
------------ ------------
Other Assets:
Investment in subsidiaries 196,569,010 146,153,266
Advances to subsidiaries 24,660,076 41,569,976
Other 1,256,711 1,135,542
------------ ------------
Total other assets 222,485,797 188,858,784
------------ ------------
Total Assets $224,307,228 $190,661,800
============ ============
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable $ 149,455 $ 149,148
Other payables and accrued liabilities 726,566 702,791
------------ ------------
Total current liabilities 876,021 851,939
------------ ------------
Advances from subsidiaries 51,508,967 12,325,769
------------ ------------
Long-Term Debt:
6.25% Convertible Subordinated Debentures 49,994,000 49,994,000
Other long-term debt 601,980 518,545
------------ ------------
Total long-term debt 50,595,980 50,512,545
------------ ------------
Deferred Income Taxes (286,352) (203,434)
------------ ------------
Stockholders' Equity:
Preferred stock 2,211,200 2,211,200
Common stock 3,280,836 3,280,836
Paid-in capital 44,349,110 44,349,110
Retained earnings 71,771,466 77,333,835
------------ ------------
Total stockholders' equity 121,612,612 127,174,981
------------ ------------
Total liabilities and
stockholders' equity $224,307,228 $190,661,800
============ ============
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CAROLINA FREIGHT CORPORATION
SCHEDULE III - CONDENSED FINANCIAL INFORMATION - PARENT COMPANY ONLY
FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
CONDENSED STATEMENTS OF EARNINGS
1993 1992 1991
----------- ----------------- --------------
Other Income (Expense):
Interest income and other expense, net $ 4,412,368 $ 4,612,555 $ 3,544,178
Interest expense (3,795,119) (3,826,975) (3,457,684)
------------ ------------ ------------
Earnings Before Income Taxes and Equity
in Undistributed Net Income of Subsidiaries 617,249 785,580 86,494
Provision for Income Taxes 157,805 298,523 32,917
Equity in Undistributed Net Income of (4,621,031) 2,757,775 1,521,656
Subsidiaries
------------ ------------ ------------
Net Earnings Before Cumulative Effect of Change
in Accounting Principle $ (4,161,587) $ 3,244,832 $ 1,575,233
Cumulative Effect of Change in Accounting Principle 0 403,514 -
------------ ------------ ------------
Net Earnings $ (4,161,587) $ 3,648,346 $ 1,575,233
============ ============ ============
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CAROLINA FREIGHT CORPORATION
SCHEDULE III - CONDENSED FINANCIAL INFORMATION - PARENT COMPANY ONLY
FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
CONDENSED STATEMENTS OF CASH FLOWS
1993 1992 1991
------------ ------------ --------------
NET CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES:
Net earnings for the year $ (4,161,587) $ 3,648,346 $ 1,575,233
Noncash items included in income:
Undistributed earnings of subsidiaries 4,621,031 (2,757,775) (1,521,656)
Increase (decrease) in accounts payable 307 24,650 4,498
Net increase (decrease) from change in other working
capital items affecting operating activities (24,712) 2,108,160 (2,857,440)
Other, net (240,862) (584,798) (215,466)
------------ ------------ ------------
Net cash provided by (used for) operating activities $ 194,177 $ 2,438,583 $ (3,014,831)
------------ ------------ ------------
NET CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES: $ 0 $ 0 $ 0
------------ ------------ ------------
NET CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES:
Advances from subsidiaries $ 1,093,098 $ 699,845 $ 7,032,904
Proceeds from issuance of long-term debt 83,435 205,982 28,665
Common stock issued 0 6,000 36,563
Dividends on common and preferred stock (1,400,782) (3,369,246) (4,024,249)
------------ ------------ ------------
Net cash provided by (used for) financing activities $ (224,249) $ (2,457,419) $ 3,073,883
------------ ------------ ------------
NET INCREASE (DECREASE) IN CASH AND TEMPORARY
CASH INVESTMENTS $ (30,072) $ (18,836) $ 59,052
CASH AND TEMPORARY CASH INVESTMENTS AT
BEGINNING OF YEAR $ 161,683 $ 180,519 $ 121,467
------------ ------------ ------------
CASH AND TEMPORARY CASH INVESTMENTS AT
END OF YEAR $ 131,611 $ 161,683 $ 180,519
============ ============ ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION
Cash paid during the year for interest $ 3,771,345 $ 3,843,663 $ 3,461,296
Cash paid (received) during the year for taxes 264,088 (1,825,187) 2,944,539
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING ACTIVITIES
Company contributions of receivables to a subsidiary
in exchange for an investment in that subsidiary $ 55,000,000 $ - $ -
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CAROLINA FREIGHT CORPORATION
SCHEDULE III - CONDENSED FINANCIAL INFORMATION - PARENT COMPANY ONLY
FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
NOTES TO CONDENSED FINANCIAL STATEMENTS
(1) These unaudited condensed financial statements have been prepared
pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and note disclosures
normally included in annual financial statements prepared in
accordance with generally accepted accounting principles have been
condensed or omitted pursuant to those rules and regulations, although
the company believes that the disclosures made are adequate to make
the information presented not misleading.
(2) The revolving credit agreements of Carolina Freight Carrier
Corporation, the 9.4% note agreement and certain industrial
bonds of the operating subsidiaries totaling $11,196,000 are
guaranteed as to principal and interest payments by Carolina Freight
Corporation.
(3) See Notes to Consolidated Financial Statements for additional
disclosures.
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CAROLINA FREIGHT CORPORATION
SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT
FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
Column A Column B Column C Column D Column E Column F
- ---------------------- ----------------------- --------------------- -------------------- ---------------- --------------
Balance at Begin- Other Changes Balance at End
Description ning of Period Additions at Cost Retirements Add (Deduct) of Period
- ---------------------- ----------------------- --------------------- -------------------- ---------------- --------------
Year Ended December 31, 1993:
Land $ 40,074,238 $ 327,218 $ 2,466,192 $(1,209,339) $ 36,725,925
Buildings 142,551,860 4,337,882 5,605,225 1,209,339 142,493,856
Revenue Equipment 265,035,224 16,783,572 20,887,270 (633,921) 260,297,605
Service Cars & Equipment 12,889,712 498,961 6,576,070 6,812,603
Shop & Garage Equipment 2,273,536 395,706 36,447 2,632,795
Furniture & Office Equipment 44,006,368 5,910,078 7,284,015 42,632,431
Miscellaneous Equipment 10,965,128 687,319 201,369 633,921 12,084,999
Leasehold Improvements 1,346,732 361,024 187,439 1,520,317
------------ ----------- ----------- ----------- ------------
$519,142,798 $29,301,760 $43,244,027 $ 0 $505,200,531
============ =========== =========== =========== ============
Year Ended December 31, 1992:
Land $ 37,894,346 $ 2,511,199 $ $ (331,307) $ 40,074,238
Buildings 135,551,185 7,686,143 1,016,775 331,307 142,551,860
Revenue Equipment 262,146,975 19,312,753 16,324,012 (100,492) 265,035,224
Service Cars & Equipment 11,876,812 2,939,318 1,971,839 45,421 12,889,712
Shop & Garage Equipment 2,161,216 124,657 12,337 2,273,536
Furniture & Office Equipment 39,683,959 6,023,599 1,403,363 (297,827) 44,006,368
Miscellaneous Equipment 9,925,144 1,185,068 200,155 55,071 10,965,128
Leasehold Improvements 1,302,060 56,117 11,445 1,346,732
------------ ----------- ----------- ----------- ------------
$500,541,697 $39,838,854 $20,939,926 $ (297,827)(1) $519,142,798
============ =========== =========== =========== ============
Year Ended December 31, 1991:
Land $ 36,947,855 $ 1,165,216 $ 155,650 $ (63,075) $ 37,894,346
Buildings 129,576,355 6,292,193 380,438 63,075 135,551,185
Revenue Equipment 246,967,566 27,554,161 12,335,269 (39,483) 262,146,975
Service Cars & Equipment 11,349,452 2,163,766 1,636,406 11,876,812
Shop & Garage Equipment 2,002,461 159,179 424 2,161,216
Furniture & Office Equipment 34,751,426 11,911,999 6,979,466 39,683,959
Miscellaneous Equipment 9,426,520 515,280 48,724 32,068 9,925,144
Leasehold Improvements 1,018,849 275,796 7,415 1,302,060
------------ ----------- ----------- ----------- ------------
$472,040,484 $50,037,590 $21,536,377 $ 0 $500,541,697
============ =========== =========== =========== ============
(1) $(297,827) adjustment of capitalized computer lease of 1991.
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CAROLINA FREIGHT CORPORATION
SCHEDULE VI - ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION
OF PROPERTY, PLANT AND EQUIPMENT
FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
Column A Column B Column C Column D Column E Column F
- ----------------------------- ------------------ --------------------- -------------- --------------- --------------
Balance at Begin- Additions Charged Other Changes Balance at End
Description ning of Period to Costs and Expenses Retirements Add (Deduct) of Period
- ----------------------------- ------------------ --------------------- -------------- --------------- --------------
Year Ended December 31, 1993:
Buildings $ 43,561,972 $ 6,232,262 $ 3,060,092 $ $ 46,734,142
Revenue Equipment 170,290,083 21,092,137 18,343,303 (574,234) 172,464,683
Service Cars & Equipment 6,910,168 1,177,472 3,943,589 4,144,051
Shop & Garage Equipment 1,573,043 169,876 28,840 1,714,079
Furniture & Office Equipment 26,183,070 5,915,084 7,250,396 24,847,758
Miscellaneous Equipment 6,638,234 842,810 185,220 574,234 7,870,058
Leasehold Improvements 1,049,615 104,989 157,431 997,173
------------ ----------- ----------- --------- ------------
$256,206,185 $35,534,630(1) $32,968,871 $ 0 $258,771,944
============ =========== =========== ========= ============
Year Ended December 31, 1992:
Buildings $ 37,641,526 $ 6,104,030 $ 183,584 $ $ 43,561,972
Revenue Equipment 160,858,934 23,578,336 14,059,110 (88,077) 170,290,083
Service Cars & Equipment 6,143,166 2,388,694 1,660,300 38,608 6,910,168
Shop & Garage Equipment 1,430,041 151,949 8,947 1,573,043
Furniture & Office Equipment 20,963,708 6,686,936 1,382,954 (84,620) 26,183,070
Miscellaneous Equipment 5,838,035 928,825 178,095 49,469 6,638,234
Leasehold Improvements 873,499 187,561 11,445 1,049,615
------------ ----------- ----------- --------- ------------
$233,748,909 $40,026,331(2) $17,484,435 $ (84,620)(3) $256,206,185
============ =========== =========== ========= ============
Year Ended December 31, 1991:
Buildings $ 32,075,371 $ 5,729,955 $ 163,800 $ $ 37,641,526
Revenue Equipment 147,674,664 23,291,940 10,070,234 (37,436) 160,858,934
Service Cars & Equipment 5,057,001 2,470,895 1,384,730 6,143,166
Shop & Garage Equipment 1,287,963 142,502 424 1,430,041
Furniture & Office Equipment 21,658,195 6,043,186 6,737,673 20,963,708
Miscellaneous Equipment 5,002,946 837,950 40,297 37,436 5,838,035
Leasehold Improvements 689,013 184,486 873,499
------------ ----------- ----------- --------- ------------
$213,445,153 $38,700,914(4) $18,397,158 $ 0 $233,748,909
============ =========== =========== ========= ============
(1) Depreciation of $132,478 relating to non-operating assets was also
charged to expense.
(2) Depreciation of $242,268 relating to non-operating assets was also charged
to expense.
(3) $(84,653) adjustment of capitalized computer lease of 1991.
(4) Depreciation of $175,073 relating to non-operating assets was also charged
to expense.
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CAROLINA FREIGHT CORPORATION
SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
Column A Column B Column C Column D Column E
- --------------------- ------------------- ------------------ -------------- ---------------
ADDITIONS
-------------
Balance at Begin- Charged to Costs Balance at End
Description ning of Period and Expenses Deductions of Period
- --------------------- ------------------- ------------------ -------------- ---------------
DEDUCTED IN BALANCE SHEET FROM
ASSET TO WHICH IT APPLIES
Year Ended December 31, 1993:
Reserve for uncollectible
accounts receivable $4,982,453 $3,469,480 $3,270,331(1) $5,181,602(2)
========== ========== ========== ==========
Year Ended December 31, 1992:
Reserve for uncollectible
accounts receivable $4,562,715 $3,419,930 $3,000,192(1) $4,982,453(3)
========== ========== ========== ==========
Year Ended December 31, 1991:
Reserve for uncollectible
accounts receivable $4,483,935 $3,484,084 $3,405,304(1) $4,562,715(4)
========== ========== ========== ==========
(1) Uncollectible accounts written off net of bad debt recoveries.
(2) $20,033 applicable to customer and interline receivables and $5,161,569
applicable to other receivables as a result of the sale of receivables
explained in the Notes to Consolidated Financial Statements.
(3) $2,629,186 applicable to customer and interline receivables and $2,353,267
applicable to other receivables as a result of the sale of receivables
explained in the Notes to Consolidated Financial Statements.
(4) $2,423,239 applicable to customer and interline receivables and $2,139,476
applicable to other receivables as a result of the sale of receivables
explained in the Notes to Consolidated Financial Statements.
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CAROLINA FREIGHT CORPORATION
SCHEDULE X - SUPPLEMENTARY INCOME STATEMENT INFORMATION
FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
The following amounts have been charged directly to income during the three
years ended December 31:
1993 1992 1991
----------- ----------- -----------
Maintenance and repairs $39,522,704 $35,523,797 $34,500,352
Taxes, other than payroll and
income taxes: $30,083,353 $28,267,184 $26,367,215
Fuel (included above) $17,730,666 $16,304,608 $15,706,506
Amortization of operating rights, royalties and advertising expenses
have been omitted since they are not required under the related instruction.
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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Carolina Freight Corporation:
We have audited, in accordance with generally accepted auditing standards, the
consolidated financial statements included in Carolina Freight Corporation's
annual report to shareholders incorporated by reference in this Form 10-K, and
have issued our report thereon dated January 31, 1994 (except with respect to
the matter discussed in the subsequent event footnote, as to which the date is
March 17, 1994). Our audit was made for the purpose of forming an opinion on
those statements taken as a whole. The schedules listed in item 14(a)(2) are
the responsibility of the Company's management and are presented for purposes
of complying with the Securities and Exchange Commission's rules and are not
part of the basic financial statements. These schedules have been subjected to
the auditing procedures applied in the audit of the basic financial statements
and, in our opinion, fairly state in all material respects the financial data
required to be set forth therein in relation to the basic financial statements
taken as a whole.
/s/ ARTHUR ANDERSEN & CO.
Charlotte, North Carolina,
January 31, 1994 (except with respect to the
matter discussed in the subsequent event
footnote, as to which the date is March 17, 1994).
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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, on the 28th day of March, 1993.
CAROLINA FREIGHT CORPORATION
(Registrant)
/s/ Lary R. Scott
By: ____________________________
Lary R. Scott
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf
of the registrant and in the capacities indicated on the 28th day of
March, 1993.
Signature Title
--------- -----
Principal Executive Officer:
/s/ Lary R. Scott
---------------------------- Chief Executive Officer
Lary R. Scott and Director
Principal Financial and
Accounting Officer:
/s/ Shawn W. Poole
---------------------------- Treasurer and Chief
Shawn W. Poole Financial Officer
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/s/ K. G. Younger Director
- ---------------------------------
K. G. Younger
/s/ Palmer E. Huffstetler Director
- ---------------------------------
Palmer E. Huffstetler
-26-
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/s/ J. M. Carstarphen Director
- ---------------------------------
J. M. Carstarphen
-27-
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/s/ Charles L. Grace Director
- ---------------------------------
Charles L. Grace
-28-
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Director
- ---------------------------------
Howard H. Haworth
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/s/ William M. R. Mapel Director
- ---------------------------------
William M. R. Mapel
-30-
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/s/ James G. Martin Director
- ---------------------------------
James G. Martin
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/s/ Paul F. Richardson Director
- ---------------------------------
Paul F. Richardson
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EXHIBIT INDEX
Page No.
3(a) Articles of Incorporation of Carolina Freight Corporation
(as amended up to May 16, 1988). Incorporated by reference to
Exhibit 3(a) on Form 10-K for the year ended December 31, 1988,
File No. 1-8441. -
(i) Articles of Amendment of Carolina Freight Corporation.
Incorporated by reference to Exhibit 3(a)(i) on Form 10-K
for the year ended December 31, 1989, File No. 1-8441. -
3(b) Amended and Restated Bylaws of Carolina Freight Corporation.
Incorporated by reference to Exhibit 3(b) on Form 10-Q for the
quarter ended September 8, 1990, File No. 1-8441. -
3(c) Amended and Restated Charter of Carolina Freight Carriers
Corporation. Incorporated by reference to Exhibit 3(b) on
Form 10-K for the year ended December 31, 1985, File No.
1-8441. -
4 6 1/4% Convertible Subordinated Debentures Due 2011 - all
documents in connection with Company's registration statement
on Form S-3, File No. 33-4742 in 1986 are incorporated by
reference. -
10(a) Consulting Services Agreement between Carolina Freight
Corporation and K. G. Younger. Incorporated by reference
to Exhibit 10(b) on Form 10-K for the year ended December 31,
1990, File No. 1-8441. -
10(b) Employment Contract Agreement between Carolina Freight
Corporation and Lary R. Scott dated March 22, 1993. 39
10(c) Employment Contract Agreement between Carolina Freight
Corporation and Palmer E. Huffstetler dated March 22, 1993. 44
10(d) Carolina Freight Corporation Employee Savings and Protection
Plan (as amended through October 1, 1991). Incorporated by
reference to Exhibit 10(c) on Form 10-K for the year ended
December 31, 1991, File No. 1-8441. -
10(e) The Complete Logistics Company Employee Savings and Profit
Sharing Plan, October 1, 1993. 49
10(f) Carolina Freight Corporation Employees' Pension Plan (as
restated January 1, 1985). Incorporated by reference to
Exhibit 10(d) on Form 10-K for the year ended December 31,
1985, File No. 1-8441. -
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(i) 1989 Amendments to Carolina Freight Corporation Employees
Pension Plan. Incorporated by reference to Exhibit
10(c)(i) on Form 10-K for the year ended December 31,
1989, File No. 1-8441. -
(ii) 1992 Amendment to Carolina Freight Corporation Employees'
Pension Plan. Incorporated by reference to Exhibit
10(d)(ii) on Form 10-K for the year ended December 31,
1992, File No. 1-8441. -
10(g) G. I. Trucking Company Employees Retirement Plan as amended
and restated effective July 1, 1992. Incorporated by reference
to Exhibit 10(e) on Form 10-K for the year ended December 31,
1992, File No. 1-8441. -
10(h) G. I. Trucking Company Freight Handlers Retirement Plan as
amended and restated effective July 1, 1992. Incorporated by
reference to Exhibit 10(f) on Form 10-K for the year ended
December 31, 1992, File No. 1-8441. -
10(i) Group Annuity Contract No. IN 15150 between G.I. Trucking
Company and Connecticut General Life Insurance Company.
Incorporated by reference to Exhibit 10(h) on Form 10-K
for the year ended December 31, 1985, File No. 1-8441. -
10(j) Stock Option Plans:
(i) 1984 Incentive Stock Option Plan of Carolina Freight
Corporation and 1984 Incentive Stock Option Agreement.
Incorporated by reference to Exhibit 10(d) on Form 10-K
for the year ended December 31, 1984, File No. 1-8441. -
(ii) Amendment to 1984 Incentive Stock Option Plan of
Carolina Freight Corporation. Incorporated by
reference to Exhibit 10(h)(ii) on Form 10-K for
the year ended December 31, 1987, File No. 1-8441. -
(iii) Amendments to 1975, 1980 and 1984 Stock Option Plans.
Incorporated by reference to Exhibit 10(h)(iii) on
Form 10-K for the year ended December 31, 1988,
File No. 1-8441. -
(iv) 1988 Incentive Stock Option Plan of Carolina Freight
Corporation and 1988 Incentive Stock Option Agreement.
Incorporated by reference to Exhibit 10(h)(iv) on
Form 10-K for the year ended December 31, 1988, File
No. 1-8441. -
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(v) Amendments to 1980, 1984 and 1988 Incentive Stock Option
Plans of Carolina Freight Corporation. Incorporated by
reference to Exhibit 10(h)(v) on Form 10-K for the year
ended December 31, 1989, File No. 1-8441. -
(vi) 1989 Incentive Stock Option Plan of Carolina Freight
Corporation and 1989 Incentive Stock Option Agreement.
Incorporated by reference to Exhibit 10(h)(vi) on
Form 10-K for the year ended December 31, 1989, File
No. 1-8441. -
10(k) Revolving Credit and Term Loan Agreement between Carolina
Freight Carriers Corporation and Citibank, N.A. dated December 1,
1990. Incorporated by reference to Exhibit 10(i) on Form 10-K
for the year ended December 31, 1990, File No.1-8441. -
(i) First Amendment to Revolving Credit and Term Loan
Agreement dated December 31, 1991. Incorporated by
reference to Exhibit 10(i) on Form 10-K for the year
ended December 31, 1991, File No. 1-8441. -
(ii) Second Amendment to Revolving Credit and Term Loan
Agreement dated October 5, 1992. Incorporated by
reference to Exhibit 10(i)(ii) on Form 10-K for the
year ended December 31, 1992, File No. 1-8441 -
10(l) Guaranty Agreement between Carolina Freight Corporation
and Citibank, N.A. dated December 1, 1990. Incorporated by
reference to Exhibit 10(j) on Form 10-K for the year ended
December 31, 1990, File No. 1-8441. -
(i) First Amendment to Guaranty Agreement dated October 5,
1992. Incorporated by reference to Exhibit 10(j)(i) on
Form 10-K for the year ended December 31, 1992, File No.
1-8441. -
10(m) Carolina Freight Trade Receivables Master Trust Pooling and
Servicing Agreement dated December 1, 1993.
10(n) Executive Benefit Plan Agreements:
(i) Executive Benefit Plan Agreements of All Officers and
Directors of Carolina Freight Corporation. Incorporated
by reference to Exhibit 10(j) on Form 10-K for the year
ended December 31, 1984, File No. 1-8441. -
(ii) Salary Deferral Plan of Officers and Directors of
Carolina Freight Corporation. Incorporated by reference
to Exhibit 10(r)(ii) on Form 10-K for the year ended
December 31, 1986, File No. 1-8441. -
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(iii) Amendment Number One to Deferred Compensation Agreement
of All Directors of Carolina Freight Corporation.
Incorporated by reference to Exhibit 10(p)(iii) on
Form 10-K for the year ended December 31, 1987, File
No. 1-8441. -
(iv) Amendment Number One to Deferred Compensation Agreement
of All Officers of Carolina Freight Corporation.
Incorporated by reference to Exhibit 10(p)(iv) for
the year ended December 31, 1987, File No. 1-8441. -
(v) Amended Executive Supplemental Benefit Plan. Incorporated
by reference to Exhibit 10(p)(v) on Form 10-K for the
year ended December 31, 1988, File No. 1-8441. -
(vi) Representative sample of individual contracts signed by
participants in the 1990 Salary Deferral Plan for Officers
and Directors. The total amount deferred by the executive
officers, as a group, in 1991 can be found on page 7 of the
Company's 1992 Proxy Statement. The total amount deferred
in 1991 by the directors, as a group, was $37,000.
Incorporated by reference to Exhibit 10(v)(vi) on Form 10-K
for the year ended December 31, 1991, File 1-8441. -
10(o) Form of Indemnification Agreement between Carolina Freight
Corporation and Its Board of Directors and Schedule
Identifying Documents Omitted. Incorporated by reference
to Exhibit 10(q) on Form 10-K for the year ended
December 31, 1987, File No. 1-8441. -
10(p) Form of Severance Pay Agreement between Carolina Freight
Corporation and Its Officers and Schedule Identifying
Documents Omitted. Incorporated by reference to Exhibit 10(r)
on Form 10-K for the year ended December 31, 1987, File No. 1-8441. -
10(q) Loan Agreements in connection with the following industrial
revenue bond financings of Carolina Freight Carriers
Corporation:
(i) Howard County, Maryland dated September 1,
1981. Incorporated by reference to Exhibit
10(k)(i) on Form 10-K for the year ended
December 31, 1984, File No. 1-8441. -
(ii) City of Rockford, Illinois dated October 1, 1981.
Incorporated by reference to Exhibit
10(k)(ii) on Form 10-K for the year ended
December 31, 1984, File No. 1-8441. -
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(iii) New Jersey Economic Development (Jersey City)
dated January 1, 1982. Incorporated by reference
to Exhibit 10(k)(iii) on Form 10-K for the year
ended December 31, 1984, File No. 1-8441. -
(iv) Village of Forest View, Illinois dated November 1,
1982. Incorporated by reference to Exhibit 10(k)(iv)
on Form 10-K for the year ended December 31, 1984,
File No. 1-8441. -
(v) County of Cuyahoga, Ohio dated August 29, 1983.
Incorporated by reference to Exhibit 10(k)(vi)
on Form 10-K for the year ended December 31, 1984,
File No. 1-8441. -
(vi) Mortgage Note and Mortgage dated December 9, 1983 of
Berks County Development Authority. Incorporated by
reference to Exhibit 10(k)(vii) on Form 10-K for the
year ended December 31, 1984, File No. 1-8441. -
(vii) City of Hayward, California and Summit Companies, Inc.
dated December 1, 1983. Incorporated by reference to
Exhibit 10(k)(viii) on Form 10-K for the year ended
December 31, 1984, File No. 1-8441. -
(viii) County of Lucas, Ohio dated May 1, 1984. Incorporated
by reference to Exhibit 10(k)(ix) on Form 10-K for the
year ended December 31, 1984, File No. 1-8441. -
(ix) Michigan Job Development Authority dated October 1,
1984. Incorporated by reference to Exhibit 10(k)(x)
on Form 10-K for the year ended December 31, 1984,
File No. 18441. -
(x) Cumberland County, Pa. Industrial Development Authority
Mortgage dated October 1, 1985, and Promissory Note
dated October 17, 1985. Incorporated by reference to
Exhibit 10(s)(xii) on Form 10-K for the year ended
December 31, 1985, File No. 1-8441. -
(xi) Dade County, Florida, Industrial Development Authority,
Installment Purchase Contract, dated December 1, 1985.
Incorporated by reference to Exhibit 10(s)(xiv) on
Form 10-K for the year ended December 31, 1985,
File No. 1-8441. -
(xii) City of Memphis and County of Shelby, Tennessee,
Industrial Development Board dated October 1, 1986.
Incorporated by reference to Exhibit
10(s)(xv) on Form 10-K for the year ended December 31,
1986, File No. 1-8441. -
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(xiii) New Jersey Economic Development Authority, Variable Rate
Demand Economic Development Bond dated February 22, 1990.
Incorporated by reference to Exhibit 10(v)(xiv)
on Form 10-K for the year ended December 31, 1990,
File No. 1-8441. -
(xiv) Carolina Freight Tax-Exempt Bond Grantor Trust dated
May 23, 1990. Incorporated by reference to Exhibit
10(v)(xv) on Form 10-K for the year ended December 31,
1990, File No. 1-8441. -
10(r) Grantor Trust Agreement. Incorporated by reference to
Exhibit 10(w) on Form 10-K for the year ended December 31,
1989, File No. 1-8441. -
11 Computation of Earnings Per Common Share.
13 1993 Annual Report to Shareholders.
21 List of subsidiaries of Carolina Freight Corporation.
23 Consent of Independent Public Accountants.
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