1 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) [ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the fiscal year ended December 31, 1994 -------------------------------------------- OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from to ---------------- ----------------- Commission file number 0-10716 -------------------- A. Full title of the plan and the address of the plan, if different from that of the issuer named below: ROADWAY SERVICES, INC. STOCK SAVINGS AND RETIREMENT INCOME PLAN AND TRUST (AMENDED AND RESTATED) B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive offices: ROADWAY SERVICES, INC. 1077 Gorge Boulevard P.O. Box 88 Akron, Ohio 44309-0088 2 REQUIRED INFORMATION The following financial statements are furnished for the plan: Audited Financial Statements and Supplemental Schedules of the Roadway Services, Inc. Stock Savings and Retirement Income Plan and Trust (Amended and Restated) for the years ended December 31, 1994 and 1993. The foregoing plan financial statements and schedules were prepared in accordance with the financial reporting requirements of ERISA and were audited by independent auditors. EXHIBITS Consent of independent auditors. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the below member of the Administrative Committee has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. Roadway Services, Inc. Stock Savings and Retirement Income Plan and Trust (Amended and Restated) ------------------------------------- (Name of Plan) D. C. BROWN ------------------------------------- D. C. Brown, Vice President Corporate Support Services, Roadway Services, Inc. and Member Administrative Committee June 27, 1995 3 Financial Statements and Supplemental Schedules Roadway Services, Inc. Stock Savings and Retirement Income Plan and Trust (Amended and Restated) Years ended December 31, 1994 and 1993 with Report of Independent Auditors 4 Roadway Services, Inc. Stock Savings and Retirement Income Plan and Trust (Amended and Restated) Financial Statements and Supplemental Schedules Years ended December 31, 1994 and 1993 CONTENTS Report of Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Audited Financial Statements Statements of Net Assets Available for Benefits, With Fund Information . . . . . . . . . . . . . . . 2 Statements of Changes in Net Assets Available for Benefits, With Fund Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Supplemental Schedules Schedule of Assets Held for Investment Purposes . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 Schedule of Reportable Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 5 Report of Independent Auditors To the Administrative Committee Roadway Services, Inc. Stock Savings and Retirement Income Plan and Trust (Amended and Restated) We have audited the accompanying statements of net assets available for benefits of the Roadway Services, Inc. Stock Savings and Retirement Income Plan and Trust (Amended and Restated) as of December 31, 1994 and 1993, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 1994 and 1993, and the changes in its net assets available for benefits for the years then ended, in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedules of assets held for investment purposes as of December 31, 1994, and reportable transactions for the year then ended, are presented for purposes of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, and are not a required part of the financial statements. The Fund Information in the statements of net assets available for benefits and the statements of changes in net assets available for benefits is presented for purposes of additional analysis rather than to present the net assets available for benefits and changes in net assets available for benefits of each fund. The supplemental schedules and Fund Information have been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, are fairly stated in all material respects in relation to the financial statements taken as a whole. ERNST & YOUNG LLP May 26, 1995 1 6 Roadway Services, Inc. Stock Savings and Retirement Income Plan and Trust (Amended and Restated) Statements of Net Assets Available for Benefits, With Fund Information December 31, 1994 FUND INFORMATION ------------------------------------------------------- COMPANY FIXED MONEY STOCK INCOME MARKET BALANCED FUND FUND FUND FUND TOTAL ------------------------------------------------------------------------ ASSETS Cash and temporary cash investments $ 338,809 $ 980 $ 592 $ 178,584 $ 518,965 Investments, at fair value: Roadway Services, Inc. Common Stock 134,668,034 134,668,034 Shares of registered investment companies: Merrill Lynch: Corporate Bond Fund, Inc. 10,352,716 10,352,716 Ready Asset Trust 6,700,119 6,700,119 Phoenix Balanced Fund Series 4,774,223 4,774,223 ------------------------------------------------------------------------ Total investments 134,668,034 10,352,716 6,700,119 4,774,223 156,495,092 Receivables: Accrued interest 1,895 97,374 27,247 521 127,037 Employers' contributions 234,033 234,033 Participants' contributions 324,769 39,818 25,848 53,401 443,836 ------------------------------------------------------------------------ Total receivables 560,697 137,192 53,095 53,922 804,906 ------------------------------------------------------------------------ Total assets 135,567,540 10,490,888 6,753,806 5,006,729 157,818,963 LIABILITIES Payable for investments purchased and other 332,585 332,585 ------------------------------------------------------------------------ Net assets available for benefits $135,234,955 $10,490,888 $6,753,806 $5,006,729 $157,486,378 ======================================================================== See accompanying notes. 2 7 Roadway Services, Inc. Stock Savings and Retirement Income Plan and Trust (Amended and Restated) Statements of Net Assets Available for Benefits, With Fund Information (continued) December 31, 1993 FUND INFORMATION --------------------------------------------------- COMPANY FIXED MONEY STOCK INCOME MARKET BALANCED FUND FUND FUND FUND TOTAL ------------------------------------------------------------------------ ASSETS Cash and temporary cash investments $ 6,060 $ 6,060 Investments, at fair value: Roadway Services, Inc. Common Stock 135,713,220 135,713,220 Shares of registered investment companies: Merrill Lynch: Corporate Bond Fund, Inc. $9,347,320 9,347,320 Ready Asset Trust $6, 115,433 6,115,433 Phoenix Balanced Fund Series $2,208,839 2,208,839 ------------------------------------------------------------------------ Total investments 135,713,220 9,347,320 6,115,433 2,208,839 153,384,812 Receivables: Accrued interest 1,034 274,842 14,208 30 290,114 Employers' contributions 427,532 427,532 Participants' contributions 539,127 82,538 45,225 83,644 750,534 ------------------------------------------------------------------------ Total receivables 967,693 357,380 59,433 83,674 1,468,180 ------------------------------------------------------------------------ Total assets 136,686,973 9,704,700 6,174,866 2,292,513 154,859,052 LIABILITIES Payable for investments purchased and other 495,456 495,456 ------------------------------------------------------------------------ Net assets available for benefits $136,191,517 $9,704,700 $6,174,866 $2,292,513 $154,363,596 ======================================================================== See accompanying notes. 3 8 Roadway Services, Inc. Stock Savings and Retirement Income Plan and Trust (Amended and Restated) Statements of Changes in Net Assets Available for Benefits, With Fund Information Year ended December 31, 1994 FUND INFORMATION ---------------------------------------------------- COMPANY FIXED MONEY STOCK INCOME MARKET BALANCED FUND FUND FUND FUND TOTAL ---------------------------------------------------------------------- Additions to net assets attributed to: Investment income (loss): Net depreciation in fair value of investments $(12,839,632) $(1,083,840) $(282,576) $(14,206,048) Interest 17,906 688,692 $236,658 2,355 945,611 Dividends 3,182,226 124,298 3,306,524 ---------------------------------------------------------------------- (9,639,500) (395,148) 236,658 (155,923) (9,953,913) Contributions (net of transfers between funds) from: Participants 13,253,033 1,994,788 1,007,609 3,085,541 19,340,971 Employers 10,441,665 10,441,665 ---------------------------------------------------------------------- 23,694,698 1,994,788 1,007,609 3,085,541 29,782,636 ---------------------------------------------------------------------- Total additions 14,055,198 1,599,640 1,244,267 2,929,618 19,828,723 Deductions from net assets attributed to: Benefits paid to participants 15,011,760 813,452 665,327 215,402 16,705,941 ---------------------------------------------------------------------- Net increase (decrease) in net assets (956,562) 786,188 578,940 2,714,216 3,122,782 Net assets available for benefits: Beginning of year 136,191,517 9,704,700 6,174,866 2,292,513 154,363,596 ---------------------------------------------------------------------- End of year $135,234,955 $10,490,888 $6,753,806 $5,006,729 $157,486,378 ====================================================================== See accompanying notes. 4 9 Roadway Services, Inc. Stock Savings and Retirement Income Plan and Trust (Amended and Restated) Statements of Changes in Net Assets Available for Benefits, With Fund Information (continued) Year ended December 31, 1993 FUND INFORMATION ---------------------------------------------------------------- COMPANY FIXED MONEY STOCK INCOME MARKET BALANCED FUND FUND FUND FUND TOTAL ----------------------------------------------------------------------- Additions to net assets attributed to: Investment income: Net (depreciation) appreciation in fair value of investments $(20,922,226) $163,289 $(29,366) $(20,788,303) Interest 12,803 746,850 $163,207 212 923,072 Dividends 2,880,524 88,019 2,968,543 ----------------------------------------------------------------------- (18,028,899) 910,139 163,207 58,865 (16,896,688) Contributions (net of transfers between funds) from: Participants 12,870,786 1,786,961 1,051,320 2,256,851 17,965,918 Employers 10,231,920 10,231,920 ----------------------------------------------------------------------- 23,102,706 1,786,961 1,051,320 2,256,851 28,197,838 ----------------------------------------------------------------------- Total additions 5,073,807 2,697,100 1,214,527 2,315,716 11,301,150 Deductions from net assets attributed to: Benefits paid to participants 9,385,916 391,892 572,837 23,203 10,373,848 ----------------------------------------------------------------------- Net increase (decrease) in net assets (4,312,109) 2,305,208 641,690 2,292,513 927,302 Net assets available for benefits: Beginning of year 140,503,626 7,399,492 5,533,176 153,436,294 ----------------------------------------------------------------------- End of year $136,191,517 $9,704,700 $6,174,866 $2,292,513 $154,363,596 ======================================================================= See accompanying notes. 5 10 Roadway Services, Inc. Stock Savings and Retirement Income Plan and Trust (Amended and Restated) Notes to Financial Statements December 31, 1994 NOTE A--DESCRIPTION OF THE PLAN The following description of the Roadway Services, Inc. Stock Savings and Retirement Income Plan and Trust (Amended and Restated) ("Plan") provides only general information. Participants should refer to the Plan document for a more complete description of the Plan's provisions. GENERAL The Plan is a defined contribution plan covering eligible employees of Roadway Services, Inc. and participating domestic subsidiaries ("Employers") not covered by a collective bargaining agreement. The Plan was established to encourage eligible employees to save on a regular basis through payroll deductions. Participation is available to eligible employees who have completed twelve months of employment and have attained the age of 21 years prior to any enrollment date (January 1, April 1, July 1 and October 1). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). CONTRIBUTIONS Participants may make before and after tax contributions to the Plan aggregating up to 10% of their annual compensation subject to Internal Revenue Service limitations. After 18 months of employment, the participant's employer matches 100% of the participant's before and after tax contributions invested in Roadway Services, Inc. Common Stock up to 3.5% of annual compensation. The Plan is funded by combined contributions from the participants and their employers to a trust fund maintained by the Plan's trustee, National City Bank. PARTICIPANT ACCOUNTS Each participant's account is credited with the participant's contribution, their employer's matching contribution, and an allocation of Plan earnings. The benefit to which a participant is entitled is the benefit that can be provided from the participant's account. VESTING Participants are 100% vested in their contributions and the Employers' contributions plus actual earnings thereon. 6 11 Roadway Services, Inc. Stock Savings and Retirement Income Plan and Trust (Amended and Restated) Notes to Financial Statements (continued) NOTE A--DESCRIPTION OF THE PLAN (CONTINUED) INVESTMENT OPTIONS Upon enrollment in the Plan, a participant may direct before tax contributions in any of four investment funds. Until the year after a participant has attained the age of 55 years, after tax contributions to the Plan must be invested in the Company Stock Fund. COMPANY STOCK FUND The assets of this fund are invested primarily in Common Stock of Roadway Services, Inc. These investments are valued at the closing quoted market price on the last business day of the plan year. FIXED INCOME FUND The assets of this fund are invested primarily in the Intermediate Term Portfolio of the Merrill Lynch Corporate Bond Fund, Inc. The portfolio includes corporate bonds and other debt instruments with medium-term maturities. These investments are valued at the net asset value as determined by the fund on the last business day of the plan year. MONEY MARKET FUND The assets of this fund are invested primarily in the Merrill Lynch Ready Asset Trust. The trust includes certificates of deposit and debt securities with short-term maturities, including commercial paper and U. S. Government obligations. The fair value of investments represents cost plus accrued interest. BALANCED FUND The assets of this fund are invested primarily in the Phoenix Balanced Fund Series. The fund normally invests in common stocks and fixed income securities. These investments are valued at the net asset value as determined by the fund on the last business day of the plan year. NOTE B--SUMMARY OF ACCOUNTING POLICIES INVESTMENT VALUATION AND INCOME RECOGNITION The Plan's investments are stated at fair value. Security transactions are recorded on a trade date basis. All administrative fees are paid by Roadway Services, Inc. 7 12 Roadway Services, Inc. Stock Savings and Retirement Income Plan and Trust (Amended and Restated) Notes to Financial Statements (continued) NOTE C--INVESTMENTS The net asset value per share/unit at year end for the respective investment funds is as follows: 1994 1993 -------------------- Roadway Services, Inc. Common Stock $56.75 $60.00 Merrill Lynch Corporate Bond Fund, Inc. 10.70 11.92 Merrill Lynch Ready Asset Trust 1.00 1.00 Phoenix Balanced Fund Series 14.83 16.03 NOTE D--PLAN TERMINATION Although it has not expressed any intent to do so, the Employers have the right under the Plan to discontinue their contributions at any time and Roadway Services, Inc. has the right to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, the Plan shall pay all expenses chargeable against the Plan and shall then distribute all assets to the participants in proporation to the amounts credited to their accounts at the date of such termination. NOTE E--DIFFERENCES BETWEEN FINANCIAL STATEMENTS AND FORM 5500 The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500: DECEMBER 31 1994 1993 ----------------------------------- Net assets available for benefits per the financial statements $157,486,378 $154,363,596 Amounts allocated to withdrawn participants (915,548) (1,771,190) ------------ ------------ Net assets available for benefits per the Form 5500 $156,570,830 $152,592,406 ============ ============ 8 13 Roadway Services, Inc. Stock Savings and Retirement Income Plan and Trust (Amended and Restated) Notes to Financial Statements (continued) NOTE E--DIFFERENCES BETWEEN FINANCIAL STATEMENTS AND FORM 5500 (CONTINUED) The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500 for the year ended December 31, 1994: Benefits paid to participants per the financial statements $16,705,941 Add amounts allocated on Form 5500 to withdrawn participants at December 31, 1994 915,548 Less amounts allocated on Form 5500 to withdrawn participants at December 31, 1993 (1,771,190) ----------- Benefits paid to participants per the Form 5500 $15,850,299 =========== Amounts allocated to withdrawn participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to year end but not yet paid. NOTE F--INCOME TAX STATUS The Internal Revenue Service ruled on January 13, 1992, that the Plan qualifies under Section 401(a) of the Internal Revenue Code (IRC) and therefore, the related trust is not subject to tax under present income tax law. Once qualified, the Plan is required to operate in conformity with the IRC to maintain its qualification. The Administrative Committee is not aware of any course of action or series of events that have occurred that might adversely affect the Plan's qualified status. 9 14 Roadway Services, Inc. Stock Savings and Retirement Income Plan and Trust (Amended and Restated) Schedule of Assets Held for Investment Purposes Roadway Services, Inc. Stock Savings December 31, 1994 DESCRIPTION OF INVESTMENT, INCLUDING MATURITY DATE, IDENTITY OF ISSUE, BORROWER, RATE OF INTEREST, COLLATERAL, CURRENT LESSOR OR SIMILAR PARTY PAR OR MATURITY VALUE COST VALUE - ---------------------------------------------------------------------------------------------------------------------- Roadway Services, Inc.* 2,373,005 shares common $113,537,778 $134,668,034 stock Merrill Lynch Corporate Bond 967,543.59 units Corporate 11,099,606 10,352,716 Fund, Inc.--Intermediate Term Bond Fund Portfolio Merrill Lynch Ready Assets Trust Short-term Money Market 6,700,119 6,700,119 Fund Phoenix Balanced Fund Series 321,930.08 units Phoenix 5,070,562 4,774,223 Balanced Fund ------------ ------------ $136,408,065 $156,495,092 ============ ============ Assets included as cash and temporary cash investments National City Corporation* Money Short-term U. S. Market Portfolio Government securities $180,156 $180,156 National City Corporation* Treasury Short-term U. S. Portfolio Government securities 338,809 338,809 -------- -------- $518,965 $518,965 ======== ======== * Indicates party-in-interest to the Plan. 10 15 Roadway Services, Inc. Stock Savings and Retirement Income Plan and Trust (Amended and Restated) Schedule of Reportable Transactions Year ended December 31, 1994 CURRENT EXPENSES VALUE OF NET WITH ASSET ON GAINS DESCRIPTION OF PURCHASE SELLING INCURRED COST OF TRANSACTION OR IDENTITY OF PARTY INVOLVED ASSETS PRICE PRICE TRANSACTION ASSET DATE (LOSS) - --------------------------------------------------------------------------------------------------------------------------- CATEGORY (III)--SERIES OF TRANSACTIONS IN EXCESS OF 5% OF THE CURRENT VALUE OF PLAN ASSETS ** Roadway Services, Inc.* Common $26,658,455 $26,658,455 $26,658,455 Stock ** National City Corporation* 32,039,465 32,039,465 32,039,465 Treasury Portfolio $31,526,560 31,526,560 31,526,560 <FN> * Indicates party-in-interest to the Plan. ** Transactions made on the market. There were no category (i), (ii) or (iv) reportable transactions during 1994. 11