-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, W0xxNNy/GEGtftyRG6fSPGbj1E0ufknKAU2vHn+OiQfLtFIu56+SwbI6q0SBpZG2 VmzenRFF6YTBr13S2NKhuw== 0000950152-97-004902.txt : 19970701 0000950152-97-004902.hdr.sgml : 19970701 ACCESSION NUMBER: 0000950152-97-004902 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970630 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CALIBER SYSTEM INC CENTRAL INDEX KEY: 0000701708 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [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: 001-11573 FILM NUMBER: 97632621 BUSINESS ADDRESS: STREET 1: 3925 EMBASSY PARKWAY STREET 2: P O BOX 5459 CITY: AKRON STATE: OH ZIP: 44334-0459 BUSINESS PHONE: 2163848184 MAIL ADDRESS: STREET 1: 3925 EMBASSY PARKWAY STREET 2: P O BOX 5459 CITY: AKRON STATE: OH ZIP: 44334-0459 FORMER COMPANY: FORMER CONFORMED NAME: ROADWAY SERVICES INC DATE OF NAME CHANGE: 19920703 11-K 1 CALIBER SYSTEM, INC. 11-K 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 For the fiscal year ended December 31, 1996 ------------------- OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 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: CALIBER SYSTEM, INC. 401(k) SAVINGS PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive offices: CALIBER SYSTEM, INC. 3925 Embassy Parkway P.O. Box 5459 Akron, Ohio 44334-0459 2 Financial Statements and Supplemental Schedules Caliber System, Inc. 401(k) Savings Plan (Amended and Restated) Years ended December 31, 1996 and 1995 with Report of Independent Auditors 3 Caliber System, Inc. 401(k) Savings Plan (Amended and Restated) Financial Statements and Supplemental Schedules Years ended December 31, 1996 and 1995 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...............................................................................5 Notes to Financial Statements..........................................................................8 Supplemental Schedules Schedule of Assets Held for Investment Purposes.......................................................15 Schedule of Reportable Transactions...................................................................16
4 Report of Independent Auditors To the Administrative Committee Caliber System, Inc. 401(k) Savings Plan (Amended and Restated) We have audited the accompanying statements of net assets available for benefits of the Caliber System, Inc. 401(k) Savings Plan (Amended and Restated) as of December 31, 1996 and 1995, 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 audit 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, 1996 and 1995, 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, 1996, 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. /s/ Ernst & Young LLP June 13, 1997 1 5 Caliber System, Inc. 401(k) Savings Plan (Amended and Restated) Statements of Net Assets Available for Benefits, With Fund Information December 31, 1996
FUND INFORMATION --------------------------------------------------------------------------------------------- ROADWAY COMPANY EXPRESS MUTUAL BOND ASSET INCOME STOCK STOCK GROWTH BENEFIT LIFE INDEX ALLOCATION ACCUMULATION FUND FUND FUND GIC FUND FUND FUND --------------------------------------------------------------------------------------------- ASSETS Cash and temporary cash investments $ 456,688 $ 64,927 $ 518,187 Investments, at fair value: Caliber System, Inc. common stock 31,260,345 26,103 Roadway Express, Inc. common stock 7,380,373 Registered investment companies-- collective investment funds 5,668,255 $65,944,175 $26,925,397 $31,180,843 Guaranteed investment contracts (restricted) $4,510,921 Participant notes receivable -------------------------------------------------------------------------------------------- Total investments 31,260,345 7,406,476 5,668,255 4,510,921 65,944,175 26,925,397 31,180,843 Receivables: Employers' contributions 52,406 983 3,519 Participants' contributions 29,969 17,060 2,960 11,869 27,431 -------------------------------------------------------------------------------------------- Total receivables 82,375 17,060 2,960 12,852 30,950 -------------------------------------------------------------------------------------------- Total assets 31,799,408 7,471,403 6,203,502 4,510,921 65,947,135 26,938,249 31,211,793 LIABILITIES Accrued expenses and other 106,754 -------------------------------------------------------------------------------------------- Net assets available for benefits $31,799,408 $7,471,403 $6,203,502 $4,404,167 $65,947,135 $26,938,249 $31,211,793 ============================================================================================
See accompanying notes. 2 6 Caliber System, Inc. 401(k) Savings Plan (Amended and Restated) Statements of Net Assets Available for Benefits, With Fund Information (Continued) December 31, 1996 (Continued)
FUND INFORMATION -------------------------------------------------------------------------------------- S&P 500 AIM TEMPLETON VANGUARD STOCK CONSTELLATION FOREIGN LIFEPATH PRIMECAP LOAN FUND FUND FUND FUNDS FUND FUND OTHER TOTAL ------------------------------------------------------------------------------------------------- ASSETS Cash and temporary cash investments $ 46,276 $ 62,241 $ 1,148,319 Investments, at fair value: Caliber System, Inc. common stock 31,286,448 Roadway Express, Inc. common stock 7,380,373 Registered investment companies--collective investment funds $49,184,824 $9,629,196 $2,841,258 $8,367,862 16,548,976 216,290,786 Guaranteed investment contracts 4,510,921 (restricted) Participant notes receivable $18,651,019 18,651,019 --------------------------------------------------------------------------------------------------- Total investments 49,184,824 9,629,196 2,841,258 8,367,862 16,548,976 18,651,019 278,119,547 Receivables: Employers' contributions 3,069 3,151 1,034 3,007 5,091,000 5,158,169 Participants' contributions 22,161 21,511 7,130 20,201 4,067 164,359 --------------------------------------------------------------------------------------------------- Total receivables 25,230 24,662 8,164 23,208 4,067 5,091,000 5,322,528 --------------------------------------------------------------------------------------------------- Total assets 49,210,054 9,653,858 2,849,422 8,391,070 16,599,319 18,651,019 5,153,241 284,590,394 LIABILITIES Accrued expenses and other 106,754 --------------------------------------------------------------------------------------------------- Net assets available for benefits $49,210,054 $9,653,858 $2,849,422 $8,391,070 $16,599,319 $18,651,019 $5,153,241 $284,483,640 ===================================================================================================
See accompanying notes. 3 7 Caliber System, Inc. 401(k) Savings Plan (Amended and Restated) Statements of Net Assets Available for Benefits, With Fund Information (Continued) December 31, 1995
FUND INFORMATION ----------------------------------------------------------------------------- COMPANY FIXED MONEY STOCK INCOME MARKET BALANCED GROWTH FUND FUND FUND FUND FUND TOTAL ---------------------------------------------------------------------------------------------- ASSETS Cash and temporary cash investments $ 575,866 $ 32,344 $ 23,420 $ 47,439 $ 76,489 $ 755,558 Investments, at fair value: Caliber System, Inc. common stock 132,979,931 132,979,931 Registered investment companies: Merrill Lynch: Corporate Bond Fund, Inc. 11,924,179 11,924,179 Ready Asset Trust 7,268,611 7,268,611 Phoenix Balanced Fund Series 7,154,352 7,154,352 Mutual Beacon Fund Series 5,073,685 5,073,685 ---------------------------------------------------------------------------------------------- Total investments 132,979,931 11,924,179 7,268,611 7,154,352 5,073,685 164,400,758 Receivables: Accrued dividends 955,308 955,308 Accrued interest 652 212,116 65,899 394 98 279,159 Employers' contributions 224,895 224,895 Participants' contributions 306,139 25,383 17,496 32,944 60,969 442,931 ---------------------------------------------------------------------------------------------- Total receivables 1,486,994 237,499 83,395 33,338 61,067 1,902,293 ---------------------------------------------------------------------------------------------- Total assets 135,042,791 12,194,022 7,375,426 7,235,129 5,211,241 167,058,609 LIABILITIES Payable for investments purchased and other 569,742 31,983 21,227 44,549 76,177 743,678 ---------------------------------------------------------------------------------------------- Net assets available for benefits $134,473,049 $12,162,039 $7,354,199 $7,190,580 $5,135,064 $166,314,931 ==============================================================================================
See accompanying notes. 4 8 Caliber System, Inc. 401(k) Savings Plan (Amended and Restated) Statements of Changes in Net Assets Available for Benefits, With Fund Information Year ended December 31, 1996
FUND INFORMATION ------------------------------------------------------------------------------------ ROADWAY COMPANY EXPRESS FIXED MONEY STOCK STOCK INCOME MARKET BALANCED GROWTH FUND FUND FUND FUND FUND FUND ------------------------------------------------------------------------------------ Additions to net assets attributed to: Investment income (loss): Net appreciation (depreciation) in fair value of investments $(21,504,380) $ (871,092) $ (469,063) $ 13,663 $ 890,959 Interest 7,759 262,303 $ 131,844 3,816 710 Dividends 671,725 39,396 78,794 161,398 -------------------------------------------------------------------------------------- (20,824,896) (831,696) (206,760) 131,844 96,273 1,053,067 Contributions: Participants 5,984,820 242,848 163,305 353,681 2,167,151 Employers 4,973,366 49 -------------------------------------------------------------------------------------- 10,958,186 242,848 163,305 353,681 2,167,200 -------------------------------------------------------------------------------------- Total additions (9,866,710) (831,696) 36,088 295,149 449,954 3,220,267 Deductions from net assets attributed to: Benefits paid to participants 8,456,072 1,586,991 641,412 545,456 374,678 683,235 Expenses 714 58 210 -------------------------------------------------------------------------------------- Total deductions 8,456,786 1,587,049 641,412 545,456 374,678 683,445 -------------------------------------------------------------------------------------- Net increase (decrease) prior to interfund transfers (18,323,496) (2,418,745) (605,324) (250,307) 75,276 2,536,822 Transfer of assets from merged plans and former trustee 4,819,002 1,078,070 (3,312,622) (2,228,049) (3,138,865) Transfer of assets to plan of former subsidiary (68,493,203) (11,813,479) (7,360,025) (4,325,809) (4,289,644) (2,980,114) Interfund transfers, net (20,675,944) 20,625,557 (884,068) (550,034) 162,653 1,511,730 -------------------------------------------------------------------------------------- Net increase (decrease) in net assets (102,673,641) 7,471,403 (12,162,039) (7,354,199) (7,190,580) 1,068,438 Net assets available for benefits: Beginning of year 134,473,049 12,162,039 7,354,199 7,190,580 5,135,064 -------------------------------------------------------------------------------------- End of year $ 31,799,408 $ 7,471,403 $ - $ - $ - $6,203,502 ====================================================================================== FUND INFORMATION -------------------------------------------- MUTUAL BOND ASSET BENEFIT LIFE INDEX ALLOCATION GIC FUND FUND -------------------------------------------- Additions to net assets attributed to: Investment income (loss): Net appreciation (depreciation) in fair value of investments $ 58,664 $ 503,576 $ (702,864) Interest 1,220,505 1,827,692 Dividends ----------------------------------------- 58,664 1,724,081 1,124,828 Contributions: Participants 818,596 1,064,766 Employers 10 7,735 ----------------------------------------- 818,606 1,072,501 ----------------------------------------- Total additions 58,664 2,542,687 2,197,329 Deductions from net assets attributed to: Benefits paid to participants 1,152,901 588,835 Expenses 2,235 324 ----------------------------------------- Total deductions 1,155,136 589,159 ----------------------------------------- Net increase (decrease) prior to interfund transfers 58,664 1,387,551 1,608,170 Transfer of assets from merged plans and former trustee 4,384,474 75,434,104 26,105,081 Transfer of assets to plan of former subsidiary Interfund transfers, net (38,971) (10,874,520) (775,002) ----------------------------------------- Net increase (decrease) in net assets 4,404,167 65,947,135 26,938,249 Net assets available for benefits: Beginning of year ----------------------------------------- End of year $4,404,167 $ 65,947,135 $26,938,249 =========================================
See accompanying notes. 5 9 Caliber System, Inc. 401(k) Savings Plan (Amended and Restated) Statements of Changes in Net Assets Available for Benefits, With Fund Information (Continued) Year ended December 31, 1996 (Continued)
FUND INFORMATION --------------------------------------------------------------------------- INCOME S&P 500 AIM TEMPLETON ACCUMULATION STOCK CONSTELLATION FOREIGN LIFEPATH FUND FUND FUND FUND FUNDS --------------------------------------------------------------------------- Additions to net assets attributed to: Investment income (loss): Net appreciation (depreciation) in fair value of investments $ 2,053,594 $ (387,255) $ 51,376 $ 177,126 Interest $ 490,478 901,897 309,869 103,420 60,180 Dividends --------------------------------------------------------------------------- 490,478 2,955,491 (77,386) 154,796 237,306 Contributions: Participants 1,375,844 1,225,017 675,655 228,528 547,571 Employers 30,151 22,880 23,900 8,578 22,120 --------------------------------------------------------------------------- 1,405,995 1,247,897 699,555 237,106 569,691 --------------------------------------------------------------------------- Total additions 1,896,473 4,203,388 622,169 391,902 806,997 Deductions from net assets attributed to: Benefits paid to participants 923,021 337,426 127,751 7,106 192,653 Expenses 423 710 183 41 173 --------------------------------------------------------------------------- Total deductions 923,444 338,136 127,934 7,147 192,826 --------------------------------------------------------------------------- Net increase (decrease) prior to interfund transfers 973,029 3,865,252 494,235 384,755 614,171 Transfer of assets from merged plans and former trustee 31,509,083 44,817,245 7,943,255 2,286,290 5,825,680 Transfer of assets to plan of former subsidiary Interfund transfers, net (1,270,319) 527,557 1,216,368 178,377 1,951,219 --------------------------------------------------------------------------- Net increase (decrease) in net assets 31,211,793 49,210,054 9,653,858 2,849,422 8,391,070 Net assets available for benefits: Beginning of year --------------------------------------------------------------------------- End of year $ 31,211,793 $ 49,210,054 $ 9,653,858 $ 2,849,422 $ 8,391,070 =========================================================================== FUND INFORMATION --------------------------------------------- VANGUARD PRIMECAP LOAN FUND FUND OTHER TOTAL -------------------------------------------------------------- Additions to net assets attributed to: Investment income (loss): Net appreciation (depreciation) in fair value of investments $ 1,110,483 $ (19,075,213) Interest $ 265,863 $ 34,245 5,620,581 Dividends 951,313 -------------------------------------------------------------- 1,110,483 265,863 34,245 (12,503,319) Contributions: Participants 322,314 459 15,170,555 Employers 130 1,447,506 6,536,425 -------------------------------------------------------------- 322,444 1,447,965 21,706,980 -------------------------------------------------------------- Total additions 1,432,927 265,863 1,482,210 9,203,661 Deductions from net assets attributed to Benefits paid to participants 72,463 94,765 8,074 15,792,839 Expenses 457 17,356 22,884 -------------------------------------------------------------- Total deductions 72,920 94,765 25,430 15,815,723 -------------------------------------------------------------- Net increase (decrease) prior to interfund transfers 1,360,007 171,098 1,456,780 (6,612,062) Transfer of assets from merged plans and former trustee 15,443,387 9,433,416 3,643,494 224,043,045 Transfer of assets to plan of former subsidiary (99,262,274) Interfund transfers, net (204,075) 9,046,505 52,967 - -------------------------------------------------------------- Net increase (decrease) in net assets 16,599,319 18,651,019 5,153,241 118,168,709 Net assets available for benefits: Beginning of year 166,314,931 -------------------------------------------------------------- End of year $ 16,599,319 $ 18,651,019 $ 5,153,241 $ 284,483,640 ==============================================================
See accompanying notes. 6 10 Caliber System, Inc. 401(k) Savings Plan (Amended and Restated) Statements of Changes in Net Assets Available for Benefits, With Fund Information (continued) Year ended December 31, 1995
FUND INFORMATION ------------------------------------------------------------------------ COMPANY FIXED MONEY STOCK INCOME MARKET BALANCED GROWTH FUND FUND FUND FUND FUND TOTAL ------------------------------------------------------------------------------------- Additions to net assets attributed to: Investment income (loss): Net appreciation (depreciation) in fair value of investments $ (19,345,256) $ 1,080,335 $ 702,101 $ 176,631 $ (17,386,189) Interest 26,875 776,307 $ 376,845 2,278 1,062 1,183,367 Dividends 4,531,262 550,526 370,496 5,452,284 ---------------------------------------------------------------------------------------- (14,787,119) 1,856,642 376,845 1,254,905 548,189 (10,750,538) Contributions (net of transfers between funds) from: Participants 15,909,842 629,354 784,980 1,314,845 4,652,430 23,291,451 Employers 12,107,722 12,107,722 ---------------------------------------------------------------------------------------- 28,017,564 629,354 784,980 1,314,845 4,652,430 35,399,173 ---------------------------------------------------------------------------------------- Total additions 13,230,445 2,485,996 1,161,825 2,569,750 5,200,619 24,648,635 Deductions from net assets attributed to: Benefits paid to participants 13,992,351 814,845 561,432 385,899 65,555 15,820,082 ---------------------------------------------------------------------------------------- Net increase (decrease) in net assets (761,906) 1,671,151 600,393 2,183,851 5,135,064 8,828,553 Net assets available for benefits: Beginning of year 135,234,955 10,490,888 6,753,806 5,006,729 157,486,378 ---------------------------------------------------------------------------------------- End of year $134,473,049 $12,162,039 $7,354,199 $7,190,580 $5,135,064 $166,314,931 ========================================================================================
See accompanying notes. 7 11 Caliber System, Inc. 401(k) Savings Plan (Amended and Restated) Notes to Financial Statements December 31, 1996 NOTE A--DESCRIPTION OF THE PLAN The following description of the Caliber System, Inc. 401(k) Savings Plan (Amended and Restated) (the "Plan"), formerly the Roadway Services, Inc. Stock Savings and Retirement Income Plan and Trust (Amended and Restated), provides only general information. The Plan consists of five subplans (the "Subplans") each of which contains different provisions, principally related to contributions. 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 Caliber System, Inc. (the "Company") and participating domestic subsidiaries (the "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. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). PLAN MERGERS Effective October 1, 1996, the Viking Financial Security Plan and Trust and the Central Freight Lines, Inc. Employee Profit Sharing Plan and Trust, defined contribution plans of a subsidiary of the Company, were merged into the Plan. Assets with a fair value totaling $224 million were transferred into the Plan in connection with these mergers. SPIN-OFF OF FORMER SUBSIDIARY On April 4, 1996, assets with a fair value of approximately $99 million, representing account balances at December 31, 1995 for participants who are employees of Roadway Express, Inc. ("REX"), were transferred from the Plan to the Roadway Express, Inc. 401(k) Stock Savings Plan. This transfer was pursuant to the spin-off of Roadway Express, Inc. from Caliber System, Inc. effective January 2, 1996. All benefits to participants who are employees of Roadway Express, Inc. on or after January 1, 1996 will be paid from the Roadway Express 401(k) Stock Savings Plan. 8 12 Caliber System, Inc. 401(k) Savings Plan (Amended and Restated) Notes to Financial Statements (Continued) NOTE A--DESCRIPTION OF THE PLAN (CONTINUED) CONTRIBUTIONS The Plan is funded by combined contributions from the Plan's participants and their employers to a trust fund maintained by the Plan's trustee, Barclays Global Investors, N.A. (the "Trustee"). Prior to July 1, 1996, all of the Plan assets were held by National City Bank, the Plan's former trustee. The Subplans provide for participants to make before and after tax contributions in amounts ranging up to 15% of their annual compensation subject to Internal Revenue Service limitations. Employer matching contributions vary by Subplan with matching percentages ranging from 25% to 100% of the participant's contributions and annual limits ranging from 3.5% to 6% of a participant's annual compensation. Certain Subplans require the employer's match to be contributed only to the Company Stock Fund. Other Subplans allow participants to direct matching contributions to any of the investment options, with the exception of the Roadway Express Stock Fund. Certain Subplans also provide for additional contributions at the discretion of the participants' employer. VESTING Participants are immediately vested in their contributions and generally in the employers' contributions, plus actual earnings thereon. Vesting for employer contributions of certain Subplans ranges from five to seven years. PARTICIPANT ACCOUNTS Each participant's account is credited with the participant's contribution, their employer's contribution, an allocation of Plan earnings and forfeitures of terminated participants' nonvested accounts for those Subplans with a vesting schedule. The benefit to which a participant is entitled is the benefit that can be provided from the participant's account. 9 13 Caliber System, Inc. 401(k) Savings Plan (Amended and Restated) Notes to Financial Statements (Continued) NOTE A--DESCRIPTION OF THE PLAN (CONTINUED) INVESTMENT OPTIONS The assets of the Plan are invested primarily in the following investment funds (unless otherwise indicated, the fair value of the shares/units owned by the Plan are based upon quoted redemption values on the last business day of the plan year): COMPANY STOCK FUND The assets of this fund are invested primarily in common stock of the Company. The fund keeps approximately 1% of its assets in short-term investments to allow participants to transfer money out of the fund at any time. ROADWAY EXPRESS STOCK FUND In connection with the spin-off of REX, 1,360,861 common shares of REX were distributed to the Plan during January 1996. The fund keeps approximately 1% of its assets in short-term investments to allow participants to transfer money out of the fund at any time. This fund is not available for additional participant contributions; participants may only transfer their investments out of this fund. All dividend income earned by the fund is used to purchase Company common stock which is held in the fund. FIXED INCOME FUND The assets of this fund are invested primarily in the Intermediate Term Portfolio of the Merrill Lynch Corporate Bond Fund, Inc. which includes corporate bonds and other debt instruments with medium-term maturities. MONEY MARKET FUND The assets of this fund are invested primarily in the Merrill Lynch Ready Asset Trust. The fund includes certificates of deposit and debt securities with short-term maturities, including commercial paper and U.S. Government obligations. BALANCED FUND The assets of this fund are invested primarily in the Phoenix Balanced Fund Series which invests primarily in common stocks and fixed income securities. GROWTH FUND The assets of this fund are invested primarily in the Mutual Beacon Fund Series which invests primarily in common stock, preferred stock and corporate debt securities, which may be convertible. The fund also maintains a small investment in money market securities in order to provide liquidity for participant trades. NOTE A--DESCRIPTION OF THE PLAN (CONTINUED) INVESTMENT OPTIONS (CONTINUED) MUTUAL BENEFIT LIFE GIC The assets of this fund are invested in a guaranteed investment contract with Mutual Benefit Life. The reported value of the units owned 10 14 Caliber System, Inc. 401(k) Savings Plan (Amended and Restated) Notes to Financial Statements (Continued) by the Plan is based upon the issue price of the investment contract adjusted for interest earned and any actual proceeds received by the Plan with respect to the guaranteed investment contract. Since July 16, 1991, assets invested in the Mutual Benefit Life GIC have been restricted (see Note F). BOND INDEX FUND The assets of this fund are invested in the Masterworks Bond Index Fund which invests in U.S. Government and Corporate bonds with medium-term maturities. ASSET ALLOCATION FUND The assets of this fund are invested in the Masterworks Asset Allocation Fund, of which investments are allocated among common stock, U.S. Treasury bonds and money market instruments. INCOME ACCUMULATION FUND The assets of this fund are invested in the Barclays Global Investors (BGI) Income Accumulation Fund which invests in investment contracts, U.S. government securities and short-term money market instruments. S&P 500 STOCK FUND The assets of this fund are invested in the Masterworks S&P 500 Stock Fund which invests daily in the same stocks and substantially the same percentages as the S&P 500 Index. AIM CONSTELLATION FUND The assets of this fund are invested in the AIM Constellation Fund which seeks capital appreciation by investing in the common stock of principally medium sized and smaller emerging growth companies. TEMPLETON FOREIGN FUND The assets of this fund are invested in the Templeton Foreign Fund which seeks long-term capital growth by investing in stock and debt obligations of companies and governments outside the United States. LIFEPATH FUNDS The assets of this fund are invested in the LifePath Funds offered by Masterworks which invest their assets in a separate series of MasterInvestment Portfolio, an open-end management investment company including: LifePath 2000, LifePath 2010, LifePath 2020, LifePath 2030 and LifePath 2040. Each LifePath fund invests in a combination of domestic and foreign equity, fixed income and other securities to provide a risk-managed rate of return to maximize assets based on planned retirement in the decade indicated in the fund name. NOTE A--DESCRIPTION OF THE PLAN (CONTINUED) INVESTMENT OPTIONS (CONTINUED) VANGUARD PRIMECAP FUND The assets of this fund are invested primarily in the Vanguard/Primecap Fund which seeks long-term growth by investing in the common stock of principally large and medium-sized U.S. companies. The fund also maintains a 11 15 Caliber System, Inc. 401(k) Savings Plan (Amended and Restated) Notes to Financial Statements (Continued) small investment in money market securities in order to provide liquidity for participant trades. PARTICIPANT NOTES RECEIVABLE Effective in 1996, participants may borrow from their fund accounts a minimum of $1,000 up to a maximum of $50,000 or 50% of their account balance. Loan terms range from 1 to 5 years up to a maximum of 10 years for the purchase of a primary residence. The loans are secured by the balance in the participant's account and bear interest at a rate 1% above the prime rate as determined by the Trustee at the time a loan is processed. NOTE B--SUMMARY OF ACCOUNTING POLICIES INVESTMENT VALUATION AND ADMINISTRATIVE FEES The Plan's investments are stated at fair value with the exception of the Loan Fund and the Mutual Benefit Life GIC which are valued at cost which does not differ materially from fair value. Substantially all administrative fees are paid by the Company. USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires the Administrative Committee to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. NOTE C--INVESTMENTS The net asset value per share/unit at December 31 for the primary investments of the respective investment funds was as follows:
1996 1995 ---------------------- Caliber System, Inc. common stock $19.25 $48.875 Roadway Express, Inc. common stock 19.375 - Merril Lynch Corporate Bond Fund, Inc. - 11.80 Merril Lynch Ready Asset Trust - 1.00 Phoenix Balanced Fund Series - 16.80
12 16 Caliber System, Inc. 401(k) Savings Plan (Amended and Restated) Notes to Financial Statements (Continued) Mutual Beacon Fund Series 38.95 35.94 Mutual Benefit Life guaranteed investment contract 1.00 1.00 Masterworks Bond Index Fund 9.49 9.93 Masterworks Asset Allocation Fund 11.92 11.75 BGI Income Accumulation Fund 13.14 12.42 Masterworks S&P 500 Stock Fund 15.91 13.44 AIM Constellation Fund 25.26 22.51 Templeton Foreign Fund 10.36 9.18 Masterworks LifePath Funds: LifePath 2000 Fund 10.85 10.62 LifePath 2010 Fund 12.14 11.30 LifePath 2020 Fund 12.95 11.73 LifePath 2030 Fund 13.62 12.07 LifePath 2040 Fund 14.48 12.43 Vanguard Primecap Fund 30.08 26.23
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 the Company 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 proportion to the amounts credited to their accounts at the date of such termination. NOTE E--INCOME TAX STATUS The Internal Revenue Service ruled on April 15, 1996, that the Plan qualifies under Section 401(a) of the Internal Revenue Code (IRC); therefore, the related trust is not subject to tax under present income tax law. 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. NOTE F--MUTUAL BENEFIT LIFE GUARANTEED INVESTMENT CONTRACT During 1991, the State of New Jersey insurance regulators took control of Mutual Benefit Life and froze all existing assets of the company. As a result of these events, the future 13 17 Caliber System, Inc. 401(k) Savings Plan (Amended and Restated) Notes to Financial Statements (Continued) recoverability of the Plan's assets held by Mutual Benefit Life is uncertain. Only employees of the Company's subsidiary, Viking Freight, Inc., hold assets in this fund. Due to the restricted status of the Mutual Benefit Life Guaranteed Investment Contract, Viking Freight, Inc. has committed to protect the Plan's participants from any loss of principal (participant contributions and the Employers' match) as well as any credited interest upon maturity of the contract. NOTE G--SUBSEQUENT EVENT Subsequent to December 31, 1996, the Company entered into an agreement to sell the assets of one of the companies which sponsored a plan that was merged into the Plan in 1996. Accordingly, assets with a fair value of approximately $119 million at December 31, 1996 will be transferred out of the Plan to a plan sponsored by the new owners of this entity. 14 18 Caliber System, Inc. 401(k) Savings Plan (Amended and Restated) Schedule of Assets Held for Investment Purposes December 31, 1996
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 - --------------------------------------------------------------------------------------------------------------------------- Caliber System, Inc.* 1,625,270 shares of common stock $ 56,837,877 $ 31,286,448 Roadway Express, Inc. 380,922 shares of common stock 7,824,868 7,380,373 Mutual Beacon Fund Series 145,526 units of collective investment 5,478,993 5,668,255 fund Mutual Benefit Life Insurance Company** 4,510,921 units of restricted guaranteed 4,510,921 4,510,921 investment contracts Masterworks* 6,948,807 units of collective investment 65,655,739 65,944,175 Bond Index Fund fund Masterworks* 2,258,842 units of collective investment 27,668,585 26,925,397 Asset Allocation Fund fund Barclays Global Investors* Income 2,372,863 units of collective investment 31,180,843 31,180,843 Accumulation Fund fund Masterworks* 3,091,441 units of collective equity 47,201,272 49,184,824 S&P 500 Stock Fund investment fund AIM Constellation Fund 381,203 units of collective investment 10,016,581 9,629,196 fund Templeton Foreign Fund 274,253 units of collective investment 2,788,788 2,841,258 fund Masterworks* LifePath Funds: Collective investment funds: LifePath 2000 Fund 118,444 units 1,289,992 1,285,115 LifePath 2010 Fund 163,844 units 1,955,673 1,989,062 LifePath 2020 Fund 189,079 units 2,398,098 2,448,568 LifePath 2030 Fund 92,195 units 1,220,879 1,255,699 LifePath 2040 Fund 95,954 units 1,340,461 1,389,418 ----------------- ----------------- 8,205,103 8,367,862 Vanguard Primecap Fund 550,165 units of collective investment 14,957,915 16,548,976 fund Loan Fund Maturing at various dates through 2006 18,651,019 18,651,019 at interest rates ranging from 5.56% to 11.86% ----------------- ----------------- $ 300,978,504 $ 278,119,547 ================= ================= * Indicates party-in-interest to the Plan. ** As described in the Notes to Financial Statements, the assets of Mutual Benefit Life were frozen by state insurance regulators.
15 19 Caliber System, Inc. 401(k) Savings Plan (Amended and Restated) Schedule of Reportable Transactions Year ended December 31, 1996
CURRENT EXPENSES VALUE OF NET WITH ASSET ON GAIN DESCRIPTION PURCHASE SELLING INCURRED COST OF TRANSACTION OR IDENTITY OF PARTY INVOLVED OF ASSETS PRICE PRICE TRANSACTION ASSET DATE (LOSS) - ----------------------------------------------------------------------------------------------------------------------------------- CATEGORY (I)--INDIVIDUAL TRANSACTION IN EXCESS OF 5% OF THE CURRENT VALUE OF PLAN ASSETS ** Masterworks* Bond Index Fund $72,121,482 $72,121,482 $72,121,482 ** Masterworks* S&P 500 Stock Fund 18,186,058 18,186,058 18,186,058 * Indicates party-in-interest to the Plan. **Transactions made on the market.
16 20 Caliber System, Inc. 401(k) Savings Plan (Amended and Restated) Schedule of Reportable Transactions (Continued) Year ended December 31, 1996
EXPENSES WITH PURCHASE SELLING INCURRED IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSETS PRICE PRICE TRANSACTION - --------------------------------------------------------------------------------------------------------------------- CATEGORY (III)--SERIES OF TRANSACTIONS IN EXCESS OF 5% OF THE CURRENT VALUE OF PLAN ASSETS ** Caliber System, Inc. * $14,736,296 Common stock $ 1,932,745 ** Phoenix 989,507 Balanced Fund Series 8,156,569 ** Merrill Lynch 752,086 Corporate Bond Fund 12,207,202 ** National City Bank* 22,082,689 Armada Money Market Fund 22,262,381 ** Masterworks* 76,490,544 Bond Index Fund 11,049,950 ** Barclays Global Investors* 12,792,684 Income Accumulation Fund 3,253,841 ** Masterworks* 21,790,906 S&P 500 Stock Fund 1,289,581 CURRENT VALUE OF NET ASSET ON GAIN COST OF TRANSACTION OR ASSET DATE (LOSS) - -------------------------------------------- $14,736,296 $14,736,296 2,645,857 1,932,745 $ (713,112) 989,507 989,507 7,745,419 8,156,569 411,150 752,086 12,295,454 12,207,202 (88,252) 22,082,689 22,082,689 22,262,381 22,262,381 76,490,544 76,490,544 10,834,805 11,049,950 215,145 12,792,684 12,792,684 3,253,841 3,253,841 21,790,906 21,790,906 1,219,541 1,289,581 70,040 * Indicates party-in-interest to the Plan. **Transactions made on the market. There were no category (ii) or (iv) reportable transactions during 1996.
17 21 REQUIRED INFORMATION The following financial statements are furnished for the plan: Audited Financial Statements and Supplemental Schedules of the Caliber System, Inc. 401(k) Savings Plan (formerly named Roadway Services, Inc. Stock Savings and Retirement Income Plan and Trust) for the years ended December 31, 1996 and 1995. 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. Caliber System, Inc. 401(k) Savings Plan ---------------------------------------- (Name of Plan) /s/ D. C. Brown ---------------------------------------- D. C. Brown, Vice President-Human Resources and Member of the Administrative Committee June 30, 1997 EX-23 2 EXHIBIT 23 1 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-28163) pertaining to the Caliber System, Inc. 401(k) Savings Plan (Amended and Restated) of our report dated June 13, 1997, with respect to the financial statements and supplemental schedules of the Caliber System, Inc. 401(k) Savings Plan (Amended and Restated) included in this Annual Report (Form 11-K) for the year ended December 31, 1996. /s/ Ernst & Young LLP Akron, Ohio June 25, 1997 -----END PRIVACY-ENHANCED MESSAGE-----