10-K/A 1 a10k02.txt 10K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K/A Amendment No. 1 [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 1-10006 FROZEN FOOD EXPRESS INDUSTRIES, INC. Texas 75-1301831 (State of Incorporation) (I.R.S. Employer Identification No.) 1145 Empire Central Place Dallas, Texas 75247-4309 (2l4) 630-8090 ______________________ 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 At June 26, 2002, the latest practicable date, there were 16,698,327 outstanding shares of Common Stock, $1.50 par value. Item 14 of the Form 10-K is amended by adding as Exhibit 99.2 the information, financial statements and exhibits required to be filed on Form 11-K for the fiscal year ended December 31, 2001, with respect to the Frozen Food Express Industries, Inc. 401(k) Savings Plan (the "Savings Plan") pursuant to Securities and Exchange Commission Rule 15d-21 promulgated under the Securities Exchange Act of 1934, as amended. Because the plan reported on herein are subject to the reporting requirement of the Employee Retirement Income Security Act of 1974 ("ERISA"), the financial statements and schedules included herein have been prepared in accordance with the requirements of ERISA. Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K. (a) 1. & 2. FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES: The financial statements listed in the index to financial statements and financial statement schedules in Item 8 hereof were filed as part of the Registrant's Annual Report on Form 10-K on April 9, 2002. 3. EXHIBITS: 3.l Articles of Incorporation of the Registrant and all amendments to date (filed as Exhibit 3.1 to Registrant's annual report on Form 10-K for the fiscal year ended December, 31, 1993; SEC File Number 1-10006 and incorporated herein by reference). 3.2 Bylaws of the Registrant (filed as Exhibit 3.2 to Registrant's Annual Report on Form 10-K for the fiscal year ended December, 31, 1998; SEC File Number 1-10006 and incorporated herein by reference). 3.3 Amendment to Bylaws of the Registrant, dated June 14,2000 (filed as Exhibit 3.1 to Registrant's Report on Form 8-K filed with the Commission on June 28, 2000 and incorporated herein by reference). 3.4 Amendment to Bylaws of the Registrant, dated April 3, 2002, (filed as Exhibit 3.4 to Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2001; SEC File Number 1-10006 and incorporated herein by reference). 4.1 Rights Agreement dated as of June 14, 2000, between the Registrant and Fleet National Bank, which includes as exhibits, the form of the Rights Certificate and the Summary of Rights (filed as Exhibit 4.1 to Registrant's Form 8-A Registration Statement filed on June 19, 2000 and incorporated herein by reference). 10.1 Frozen Food Express Industries, Inc., 1995 Non-Employee Director Stock Plan (filed as Exhibit 4.3 to Registrant's Registration Statement #033-59645 as filed with the Commission and incorporated herein by reference). 10.2 Second Amended and Restated Credit Agreement among Wells Fargo Bank (Texas) National Association as agent for itself and other banks and FFE Transportation Services, Inc. as Borrower and certain of its affiliates (filed as Exhibit 10.2 to Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1999; SEC File Number 1-10006 and incorporated herein by reference). 10.3 First Amendment to Second Amended and Restated Credit Agreement (filed as Exhibit 10.1 to Registrant's report on Form 8-K filed with the Commission on June 9, 2000 and incorporated herein by reference). 10.4 Second Amendment to Second Amended and Restated Credit Agreement (Filed as Exhibit 10.1 to Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2001; SEC File Number 1-10006 and incorporated herein by reference). 10.5 Third Amendment to Second Amended and Restated Credit Agreement(filed as Exhibit 10.5 to Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2001; SEC File Number 1-10006 and incorporated herein by reference). 10.6 Fourth Amendment to Second Amended and Restated Credit Agreement and Waiver (filed as Exhibit 10.6 to Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2001; SEC File Number 1-10006 and incorporated herein by reference). 10.7 Frozen Food Express Industries, Inc., 1992 Incentive and Nonstatutory Stock Option Plan (filed as Exhibits 4.3 to Registrant's Registration Statement #33-48494 as filed with the Commission, and incorporated herein by reference). 10.8 Amendment No. 1 to Frozen Food Express Industries, Inc. 1992 Incentive and Nonstatutory Stock Option Plan (filed as Exhibit 4.4 to Registrant's Registration Statement #333-38133 and incorporated herein by reference). 10.9 Amendment No. 2 to Frozen Food Express Industries, Inc. 1992 Incentive Stock Option Plan (filed as Exhibit 4.5 to Registrant's Registration #333-38133 and incorporated herein by reference). 10.10 Amendment No. 3 to Frozen Food Express Industries, Inc. 1992 Incentive Stock Option Plan (filed as Exhibit 4.6 to Registrant's Registration Statement #333-87913 and incorporated herein by reference). 10.11 FFE Transportation Services, Inc. 1994 Incentive Bonus Plan, as amended (filed as Exhibit 10.6 to Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1994; SEC File Number 1-10006 and incorporated herein by reference). 10.12 FFE Transportation Services, Inc., 1999 Executive Bonus and Phantom Stock Plan (filed as Exhibit 10.8 to Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1999; SEC File Number 1-10006 and incorporated herein by reference). 10.13 Frozen Food Express Industries, Inc. 401(k) Savings Plan(filed as Exhibit 10.13 to Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2001; SEC File Number 1-10006 and incorporated herein by reference). 10.14 First Amendment to the Frozen Food Express Industries, Inc. 401(k) Savings Plan (filed as Exhibit 10.14 to Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2001; SEC File Number 1-10006 and incorporated herein by reference). 10.15 Frozen Food Express Industries, Inc. Employee Stock Option Plan (filed as Exhibit 4.1 to Registrant's Registration #333-21831 as filed with the Commission, and incorporated herein by reference). 10.16 Amendment to the Frozen Food Express Industries, Inc. Employee Stock Option Plan (filed as Exhibit 4.4 to Registrant's Registration Statement #333-52701 and incorporated herein by reference). 10.17 FFE Transportation Services, Inc. 401(k) Wrap Plan (filed as Exhibit 4.4 to Registrant's Registration Statement #333-56248 and incorporated herein by reference). 10.18 Form of Change in Control Agreement (filed as Exhibit 10.1 to Registrant's report on Form 8-K filed with the Commission on June 28, 2000 and incorporated herein by reference). 10.19 Asset Purchase Agreement between W&B Refrigeration Service Company and W&B Newco, LP (filed as Exhibit 10.19 to Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2001; SEC File Number 1-10006 and incorporated herein by reference). 11.1 Computation of basic and diluted net income per share of common stock (incorporated by reference to Footnote 9 to the financial statements appearing in the Annual Report to Shareholders of the Registrant for the year ending December 31, 2001). 13.1 Annual Report to Shareholders of the Registrant for the year ended December 31, 2001. Except for those portions of such Annual Report to Shareholders expressly incorporated by reference into this Report, such Annual Report to Shareholders is furnished solely for the information of the Securities and Exchange Commission and shall not be deemed a "Filed" Document. 21.1 Subsidiaries of Frozen Food Express Industries, Inc. (filed as Exhibit 21.1 to Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2001; SEC File Number 1-10006 and incorporated herein by reference). 23.1 Consent of Independent Public Accountants. 25.1 A Power of Attorney is found on page 13 of this Report(filed as Exhibit 25.1 to Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2001; SEC File Number 1-10006 and incorporated herein by reference). 99.1 Confirmation of receipt of assurance from Arthur Andersen, LLP(filed as Exhibit 99.1 to Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2001; SEC File Number 1-10006 and incorporated herein by reference). 99.2 Frozen Food Express Industries, Inc. 401(k) Savings Plan Statements of Net Assets Available for Plan Benefits as of December 31, 2001 and 2000 and Statements of Changes in Net Assets Available for Plan Benefits for each of the three years in the period ended December 31, 2001 with notes thereto and Report of Independent Public Accountants thereon. 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 and on the dates indicated: June 21, 2002 By: /s/ Stoney M. Stubbs, Jr. ----------------------------------- Stoney M. Stubbs, Jr., Chairman of the Board of Directors and President (Principal 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 and on the dates indicated: June 21, 2002 By: /s/ Stoney M. Stubbs, Jr. ----------------------------------- Stoney M. Stubbs, Jr., Chairman of the Board of Directors and President (Principal Executive Officer) June 21, 2002 By: /s/ Charles G. Robertson * ----------------------------------- Charles G. Robertson, Executive Vice President and Director June 21, 2002 By: /s/ F. Dixon McElwee* ---------------------------------- F. Dixon McElwee, Senior Vice President and Chief Financial Officer June 21, 2002 By: /s/ Edgar O. Weller * ---------------------------------- Edgar O. Weller, Vice Chairman of the Board of Directors June 21, 2002 By: /s/ W. Mike Baggett* ---------------------------------- W. Mike Baggett, Director June 21, 2002 By: /s/ Brian R. Blackmarr * ---------------------------------- Brian R. Blackmarr, Director June 21, 2002 By: /s/ Leroy Hallman * ---------------------------------- Leroy Hallman, Director June 21, 2002 By: /s/ T. Michael O'Connor * ---------------------------------- T. Michael O'Connor, Director * By: /s/ Stoney M. Stubbs, Jr. -------------------------- Stoney M. Stubbs, Jr. Attorney-in-Fact EXHIBIT INDEX Sequentially Exhibit Description Numbered Page ------- ------------- ------------- 23.1 Consent of Independent Public Accountants 8 99.2 Frozen Food Express Industries, Inc. 401(k) 9 Savings Plan Statements of Net Assets Available for Plan Benefits as of December 31, 2001 and 2000 and Statements of Changes in Net Assets Available for Plan Benefits for each of the three years in the period ended December 31, 2001 with notes thereto and Report of Independent Public Accountants thereon.