-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, E7lSUhXHglmaXgacovdekINdXPDPhPMNano24wTo/eERZJVAciCbBkZtEOfg6dK/ 4szLVc04HjvFlxsdrMJKSw== 0000950152-94-000674.txt : 19940705 0000950152-94-000674.hdr.sgml : 19940705 ACCESSION NUMBER: 0000950152-94-000674 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROADWAY SERVICES INC CENTRAL INDEX KEY: 0000701708 STANDARD INDUSTRIAL CLASSIFICATION: 4213 IRS NUMBER: 341365496 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-10716 FILM NUMBER: 94536997 BUSINESS ADDRESS: STREET 1: 1077 GORGE BLVD STREET 2: P O BOX 88 CITY: AKRON STATE: OH ZIP: 44309 BUSINESS PHONE: 2163848184 11-K 1 ROADWAY 11-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 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 ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended December 31, 1993 ROADWAY SERVICES, INC. STOCK SAVINGS AND RETIREMENT INCOME PLAN AND TRUST (AMENDED AND RESTATED) ________________________________________ (Full title of the plan) ROADWAY SERVICES, INC. ------------------------------------------------------------- (Name of issuer of the securities held pursuant to the plan) 1077 Gorge Boulevard P.O. Box 88 Akron, Ohio 44309-0088 (Address of principal executive office) 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, 1993 and 1992. 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) A. C. SNELSON ---------------------------------------- A. C. Snelson, Vice President Corporate Support Services, Roadway Services, Inc. and Member Administrative Committee June 27, 1994 3 Audited Financial Statements and Supplemental Schedules ROADWAY SERVICES, INC. STOCK SAVINGS AND RETIREMENT INCOME PLAN AND TRUST (AMENDED AND RESTATED) December 31, 1993 CONTENTS -------- Report of Independent Auditors. . . . . . . . . . . . . . . . . . . . 1 Statements of Net Assets Available for Plan Benefits. . . . . . . . . 2 Statements of Changes in Net Assets Available for Plan Benefits . . . . . . . . . . . . . . . . . . . . . . . . . 3 Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . 4 Supplemental Schedules: Form 5500 Item 27a - Schedule of Assets Held for Investment Purposes. . . . . . . . . . . . . . . . . . . . . . . . 9 Form 5500 Item 27d - Schedule of Reportable Transactions -- Category (iii) -- Series of Transactions in Excess of 5% of the Current Value of Plan Assets . . . . . . . . . . . . . . . 10 4 [ERNST & YOUNG LETTERHEAD] Report of Independent Auditors 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 plan benefits of the Roadway Services, Inc. Stock Savings and Retirement Income Plan and Trust (Amended and Restated) as of December 31, 1993 and 1992, and the related statements of changes in net assets available for plan 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 plan benefits of the Plan at December 31, 1993 and 1992, and the changes in its net assets available for plan benefits for the years then ended, in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedules as of or for the year ended December 31, 1993 listed in the table of contents, 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 supplemental schedules have been subjected to the auditing procedures applied in our audit of the 1993 financial statements and, in our opinion, are fairly stated in all material respects in relation to the 1993 financial statements taken as a whole. ERNST & YOUNG June 1, 1994 1 5 STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS ROADWAY SERVICES, INC. STOCK SAVINGS AND RETIREMENT INCOME PLAN AND TRUST (AMENDED AND RESTATED)
December 31 1993 1992 ---------------------------- (RESTATED) ASSETS Cash and temporary cash investments $ 6,060 $ 1,087 Accrued interest receivable 290,114 139,812 Contributions receivable 1,178,066 1,366,666 Investments, at fair value: Company Stock Fund 135,713,220 139,894,367 Fixed Income Fund 9,347,320 7,158,497 Money Market Fund 6,115,433 5,473,170 Balanced Fund 2,208,839 - ------------ ------------ 153,384,812 152,526,034 ------------ ------------ 154,859,052 154,033,599 LIABILITIES Payable for investments purchased and other 495,456 597,305 ------------ ------------ NET ASSETS AVAILABLE FOR PLAN BENEFITS $154,363,596 $153,436,294 ============ ============ See accompanying notes to financial statements.
2 6 STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS ROADWAY SERVICES, INC. STOCK SAVINGS AND RETIREMENT INCOME PLAN AND TRUST (AMENDED AND RESTATED)
Year Ended December 31 1993 1992 --------------------------- (RESTATED) Additions: Contributions: Plan participants $ 17,965,918 $ 16,576,269 Employers 10,231,920 9,959,740 ------------ ------------ 28,197,838 26,536,009 Income from investments: Dividends 2,968,543 2,436,899 Interest 923,072 730,306 ------------ ------------ 3,891,615 3,167,205 ------------ ------------ 32,089,453 29,703,214 Deductions-- Distributions to participants as lump sum settlements and withdrawals 10,373,848 8,912,476 ------------ ------------ 21,715,605 20,790,738 Net realized and unrealized (depreciation)/ appreciation of investments (20,788,303) 5,726,507 ------------ ------------ NET ADDITIONS 927,302 26,517,245 Net assets available for plan benefits at January 1, 1992 as previously reported - 122,593,969 Effect of change in presentation of benefits payable on net assets available for plan benefits at January 1, 1992 - Note B - 4,325,080 ------------ ------------ Net assets available for plan benefits at beginning of year as restated 153,436,294 126,919,049 NET ASSETS AVAILABLE FOR PLAN BENEFITS AT END OF YEAR $154,363,596 $153,436,294 ============ ============ See accompanying notes to financial statements.
3 7 NOTES TO FINANCIAL STATEMENTS ROADWAY SERVICES, INC. STOCK SAVINGS AND RETIREMENT INCOME PLAN AND TRUST (AMENDED AND RESTATED) Years Ended December 31, 1993 and 1992 NOTE A -- DESCRIPTION OF THE PLAN The Roadway Services, Inc. Stock Savings and Retirement Income Plan and Trust (Amended and Restated) ("the Plan") is a defined contribution plan sponsored by Roadway Services, Inc. and established to encourage eligible employees to save on a regular basis through payroll deductions. The Plan initially became effective January 1, 1979 and was amended and restated effective January 1, 1989 to provide for a qualified salary reduction "cash or deferred arrangement" within the meaning of Section 401(k) of the Internal Revenue Code and to provide investment alternatives for certain participant contributions. The Plan covers eligible employees of the sponsor and participating domestic subsidiaries (the "Employers") not covered by a collective bargaining agreement. Participation is available to eligible employees who have completed 12 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). Participants may make before and after-tax contributions to the Plan aggregating up to 10% of their annual compensation subject to IRS 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 3-1/2% of annual compensation. Both employee and employer contributions are 100% vested immediately. The Plan offers participants four investment options. Participant contributions may be invested in a Company Stock Fund, a Fixed Income Fund, a Money Market Fund, and a Balanced Fund. 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. 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. In 1992, the Plan sponsor funded contributions by making in-kind contributions of Roadway Services, Inc. Common Stock at then current market prices of $4,580,278. In addition, $5,663,401 in 1992 of employee contributions to the Plan were funded with shares of Roadway Services, Inc. Common Stock. During 1993, all Plan contributions were made in the form of cash. In the event of termination of the Plan, the trustee shall pay all expenses chargeable against the Plan and shall then distribute all assets to the participants in proportion to the amounts credited to their accounts at the date of such termination. 4 8 NOTES TO FINANCIAL STATEMENTS -- CONTINUED ROADWAY SERVICES, INC. STOCK SAVINGS AND RETIREMENT INCOME PLAN AND TRUST (AMENDED AND RESTATED) NOTE B -- SIGNIFICANT ACCOUNTING POLICIES Investments are recorded at fair value with the difference between cost and fair value being reflected in the statements of changes in net assets available for plan benefits included in the net realized and unrealized (depreciation)/appreciation of investments. Security transactions are recorded on the trade date. The assets of the Plan are invested principally in the following four investment funds: 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 Assets Trust. The trust includes a wide variety of debt securities with short-term maturities, including certificates of deposit, commercial paper and U.S. Government Securities. The 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. All administrative fees are paid by Roadway Services, Inc. Beginning in 1993, amounts allocated to accounts of persons who have withdrawn from participation in the operations of the plan and are approved for distribution ($6,310,000 and $3,878,000 at December 31, 1993 and 1992, respectively) are included in net assets available for plan benefits. Prior year amounts have been restated to reflect this change in presentation. For purposes of Form 5500 reporting, accounts approved for distribution are recognized as benefits payable. 5 9 NOTES TO FINANCIAL STATEMENTS -- CONTINUED ROADWAY SERVICES, INC. STOCK SAVINGS AND RETIREMENT INCOME PLAN AND TRUST (AMENDED AND RESTATED) NOTE C -- INVESTMENTS The number of shares/units and net asset value per share/unit at year end for the respective investment funds is as follows:
December 31 1993 1992 --------------- Company Stock Fund: (2,261,887 shares in 1993 and 2,057,270 shares in 1992) Roadway Services, Inc. Common Stock $60.00 $68.00 Fixed Income Fund: (784,171.14 units in 1993 and 617,111.85 units in 1992) Merrill Lynch Corporate Bond Fund, Inc. 11.92 11.60 Money Market Fund: (6,115,433 units in 1993 and 5,473,170 units in 1992) Merrill Lynch Ready Assets Trust 1.00 1.00 Balanced Fund: (137,794.09 units in 1993) Phoenix Balanced Fund Series 16.03 N/A
NOTE D -- INCOME TAX STATUS The Internal Revenue Service has ruled (January 13, 1992) that the Plan qualifies under Section 401(a) of the Internal Revenue Code and is exempt from tax under present income tax laws. 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. 6 10 NOTES TO FINANCIAL STATEMENTS -- CONTINUED ROADWAY SERVICES, INC. STOCK SAVING AND RETIREMENT INCOME PLAN AND TRUST (AMENDED AND RESTATED) NOTE E -- SCHEDULES OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS The following table presents changes in net assets available for plan benefits for 1993:
Fixed Money Total Company Income Market Balanced Funds Stock Fund Fund Fund Fund ------------ ------------ ---------- ---------- ---------- Net Assets Available for Plan Benefits at beginning of year as restated $153,436,294 $140,503,626 $7,399,492 $5,533,176 $ - ADDITIONS Contributions (net of transfers between funds) from: Plan participants 17,965,918 12,870,786 1,786,961 1,051,320 2,256,851 Employers 10,231,920 10,231,920 - - - ------------ ------------ ---------- ---------- ---------- 28,197,838 23,102,706 1,786,961 1,051,320 2,256,851 Income from investments: Dividends 2,968,543 2,880,524 - - 88,019 Interest 923,072 12,803 746,850 163,207 212 ------------ ------------ ---------- ---------- ---------- 3,891,615 2,893,327 746,850 163,207 88,231 ------------ ------------ ---------- ---------- ---------- 32,089,453 25,996,033 2,533,811 1,214,527 2,345,082 DEDUCTIONS Distributions to participants as lump sum settlements and withdrawals 10,373,848 9,385,916 391,892 572,837 23,203 ------------ ------------ ---------- ---------- ---------- 21,715,605 16,610,117 2,141,919 641,690 2,321,879 Net realized and unrealized (depreciation) appreciation of investments (20,788,303) (20,922,226) 163,289 - (29,366) ------------ ------------ ---------- ---------- ---------- NET ADDITIONS/ (DEDUCTIONS) 927,302 (4,312,109) 2,305,208 641,690 2,292,513 ------------ ------------ ---------- ---------- ---------- NET ASSETS AVAILABLE FOR PLAN BENEFITS AT END OF YEAR $154,363,596 $136,191,517 $9,704,700 $6,174,866 $2,292,513 ============ ============ ========== ========== ==========
7 11 NOTES TO FINANCIAL STATEMENTS -- CONTINUED ROADWAY SERVICES, INC. STOCK SAVINGS AND RETIREMENT INCOME PLAN AND TRUST (AMENDED AND RESTATED) NOTE E -- SCHEDULES OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS--CONTINUED The following table presents changes in net assets available for plan benefits for 1992:
Fixed Money Total Company Income Market Funds Stock Fund Fund Fund ------------ ------------ ---------- ---------- Net Assets Available for Plan Benefits at beginning of year as restated $126,919,049 $118,006,190 $4,845,148 $4,067,711 ADDITIONS Contributions (net of transfers between funds) from: Plan participants 16,576,269 12,521,355 2,330,113 1,724,801 Employers 9,959,740 9,959,740 - - ------------ ------------ ---------- ---------- 26,536,009 22,481,095 2,330,113 1,724,801 Income from investments: Dividends 2,436,899 2,436,899 - - Interest 730,306 18,653 549,442 162,211 ------------ ------------ ---------- ---------- 3,167,205 2,455,552 549,442 162,211 ------------ ------------ ---------- ---------- 29,703,214 24,936,647 2,879,555 1,887,012 DEDUCTIONS Distributions to participants as lump sum settlements and withdrawals 8,912,476 8,251,754 239,175 421,547 ------------ ------------ ---------- ---------- 20,790,738 16,684,893 2,640,380 1,465,465 Net realized and unrealized appreciation/(depreciation) of investments 5,726,507 5,812,543 (86,036) - ------------ ------------ ---------- ---------- NET ADDITIONS 26,517,245 22,497,436 2,554,344 1,465,465 ------------ ------------ ---------- ---------- NET ASSETS AVAILABLE FOR PLAN BENEFITS AT END OF YEAR $153,436,294 $140,503,626 $7,399,492 $5,533,176 ============ ============ ========== ==========
8 12 FORM 5500 ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES ROADWAY SERVICES, INC. STOCK SAVINGS AND RETIREMENT INCOME PLAN AND TRUST (AMENDED AND RESTATED) December 31, 1993
Identity of Issue Description on Investment Cost Market - - ----------------------- ----------------------------- ------------ ------------- Common Stock -- Transportation--Trucking-- Roadway Services, Inc.* 2,261,887 shares Common Stock $101,470,169 $135,713,220 Merrill Lynch Corporate Bond Fund, Inc. -- 784,171.14 units Corporate 9,057,817 9,347,320 Intermediate Term Portfolio Bond Fund Temporary Investments-- Merrill Lynch Ready Assets Trust Short-Term Money Market Fund 6,115,433 6,115,433 Phoenix Balanced Fund 137,794.09 units Phoenix Series Balanced Fund 2,238,846 2,208,839 ------------ ------------ Total $118,882,265 $153,384,812 ============ ============ Assets included as cash and temporary cash investments: - - ------------------------------------------------------- National City Corporation* Short-Term U.S. Government Funds Treasury Portfolio Securities $6,060 $6,060 ====== ====== *Indicates party-in-interest to the Plan.
9 13 FORM 5500 ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS-- CATEGORY (iii)--SERIES OF TRANSACTIONS IN EXCESS OF 5% OF THE CURRENT VALUE OF PLAN ASSETS ROADWAY SERVICES, INC. STOCK SAVINGS AND RETIREMENT INCOME PLAN AND TRUST (AMENDED AND RESTATED) Year Ended December 31, 1993
Number of Number of Purchase Total Sale Total Description of Assets Transactions Purchases Transactions Sales - - ------------------------------- ------------- ----------- ------------ ----------- Roadway Services, Inc.* Common Stock 92 $26,017,491 - $ - National City Corporation* Funds Treasury Portfolio 218 $26,306,504 259 $26,301,589 *Indicates party-in-interest to the Plan. There were no category (i), (ii) or (iv) reportable transactions during 1993.
10 EX-23 2 ROADWAY EXHIBIT 23 1 [ERNST & YOUNG LETTERHEAD] Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 33-52605) pertaining to the Roadway Services, Inc. Stock Savings and Retirement Income Plan and Trust (Amended and Restated) of our report dated June 1, 1994, with respect to the financial statements and supplemental schedules of the Roadway Services, Inc. Stock Savings and Retirement Income Plan and Trust (Amended and Restated) included in this Annual Report (Form 11-K) for the year ended December 31, 1993. ERNST & YOUNG June 27, 1994 -----END PRIVACY-ENHANCED MESSAGE-----