10-K/A 1 0001.txt USF EMPLOYEES' 401K RETIREMENT PLAN SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A ----------------- AMENDMENT TO APPLICATION OR REPORT Filed pursuant to Section 12,13, or 15(d) of the THE SECURITIES EXCHANGE ACT OF 1934 USFREIGHTWAYS CORPORATION COMMISSION NUMBER 0-19791 AMENDMENT NO. 1 The undersigned registrant hereby amends its Annual Report on Form 10-K for the fiscal year ended December 31, 1999 by adding the Annual Report of the USF Employees' 401K Retirement Plan on Form 11-K for the year ended December 31, 1999. Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment to be signed on its behalf by the undersigned, thereunto duly authorized. USFREIGHTWAYS CORPORATION By: /s/ Christopher L. Ellis ________________________ Christopher L. Ellis Chief Financial Officer and Senior Vice President, Finance June 27, 2000 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended December 31, 1999 [FEE REQUIRED] [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from _________ to _________ [NO FEE REQUIRED] COMMISSION NUMBER 0-19791 USF EMPLOYEES' 401K RETIREMENT PLAN USFREIGHTWAYS CORPORATION 8550 W. Bryn Mawr Avenue, Suite 700 Chicago, Illinois 60631 SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Committee of the USF Employees' 401K Retirement Plan have duly caused this Annual Report to be signed on its behalf by the undersigned hereunto duly authorized. USF EMPLOYEES' 401K RETIREMENT PLAN By Members of the Plan Committee administering the USF Employees' 401K Retirement Plan /s/ John Campbell Carruth _________________________ John Campbell Carruth /s/ Christopher L. Ellis ________________________ Christopher L. Ellis /s/ Stephen G. Dill ___________________ Stephen G. Dill Date: June 27, 2000 USF EMPLOYEES' 401K RETIREMENT PLAN FORM 11-K FOR THE YEAR ENDED DECEMBER 31, 1999 FINANCIAL STATEMENTS AND SCHEDULES December 31, 1999 and 1998 The following financial statements, supplementary schedules and exhibits are filed as part of this Annual Report on Form 11-K of the USF Employees' 401K Retirement Plan. TABLE OF CONTENTS Financial Statements REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS FINANCIAL STATEMENTS: -Statements of Net Assets Available for Benefits as of December 31, 1999 and 1998 -Statements of Changes in Net Assets Available for Benefits for the Years Ended December 31, 1999 and 1998 NOTES TO FINANCIAL STATEMENTS AND SCHEDULES SCHEDULE SUPPORTING FINANCIAL STATEMENTS: -Schedule of Assets Held for Investment Purposes at the end of the year as of December 31, 1999 All schedules, except as set forth above, are omitted as not applicable or not required, or the required information is included in the financial statements or notes thereto. Exhibits Exhibit 23-Consent of Independent Auditors The following documents, filed with the Securities and Exchange Commission, are incorporated by reference herein: Form S-8 Registration Statement No. 33-57634 filed January 28, 1993 and Prospectus dated January 28, 1993 covering 315,000 shares of Common Stock of USFreightways Corporation pursuant to the USF Employees' 401K Retirement Plan. Report of Independent Public Accountants To the Plan Administrative Committee of USF Employees' 401K Retirement Plan: We have audited the accompanying statements of net assets available for benefits of the USF EMPLOYEES' 401K RETIREMENT PLAN as of December 31, 1999 and 1998, 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 auditing standards generally accepted in the United States. 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 audit provides 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 USF Employees' 401K Retirement Plan as of December 31, 1999 and 1998, and the changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States. Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The schedule of assets held for investment purposes at the end of year is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The schedule is the responsibility of the Plan's management. The schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ Arthur Andersen LLP Arthur Andersen LLP Chicago, Illinois June 23, 2000 USF EMPLOYEES' 401K RETIREMENT PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS As of December 31, 1999 and 1998
1999 1998 ASSETS: Cash $ - $ 82,304 ------------ ------------ Investments at fair value (Note 3)- Fidelity- Managed Income Portfolio 7,912,711 7,220,369 Retirement Money Market Portfolio 28,568,565 22,268,917 Blue Chip Growth Fund 49,389,466 38,200,071 Growth Company Fund 88,764,629 46,526,666 Intermediate Bond Fund 15,450,700 14,643,392 Magellan Fund 63,299,359 48,119,280 Asset Manager 4,104,071 2,969,464 Equity Income Fund 8,128,569 8,902,961 MIP/Real Estate Fund--Real Estate 1,590,895 1,342,636 USFreightways Common Stock Fund 10,109,876 5,669,356 Participant loans 8,010,053 6,315,169 ------------ ------------ Total investments 285,328,894 202,178,281 ------------ ------------ Total Cash and Investments 285,328,894 202,260,585 Contributions receivable- Participant 801,689 336,252 Employer 1,847,582 1,164,282 ------------ ------------ Total contributions receivable 2,649,271 1,500,534 ------------ ------------ NET ASSETS AVAILABLE FOR BENEFITS $287,978,165 $203,761,119 ============ ============
The accompanying notes are an integral part of these statements. USF EMPLOYEES' 401K RETIREMENT PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS For the Years Ended December 31, 1999 and 1998
1999 1998 INVESTMENT INCOME: Dividend and interest income $17,398,960 $10,639,921 Net appreciation in fair value of investments (Note 3) 50,505,768 23,972,391 ------------ ------------ Total investment income 67,904,728 34,612,312 ------------ ------------ CONTRIBUTIONS: Participants 20,474,455 17,077,439 Employer 10,360,343 7,829,443 ------------ ------------ Total contributions 30,834,798 24,906,882 ------------ ------------ OTHER DEDUCTIONS: Benefits paid to participants (17,122,686) (9,829,768) Administrative expenses (42,652) (59,825) ------------ ------------ Total deductions (17,165,338) (9,889,593) ------------ ------------ Transfers into the Plan (Note 1) 2,642,858 1,272,442 ------------ ------------ Net change 84,217,046 50,902,043 NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 203,761,119 152,859,076 ------------ ------------ End of year $287,978,165 $203,761,119 ============ ============
The accompanying notes are an integral part of these statements. USF EMPLOYEES' 401K RETIREMENT PLAN NOTES TO FINANCIAL STATEMENTS AND SCHEDULE December 31, 1999 and 1998 1. Plan Description The following description of the USF Employees' 401K Retirement Plan (the "Plan") is provided for general information purposes only. More complete information regarding the Plan provisions may be found in the Plan document. General The Plan is a defined contribution plan established by USFreightways Corporation, the principal sponsor of the Plan, under provisions of Section 401(a) of the Internal Revenue Code ("IRC"). The Plan covers certain employees of USFreightways Corporation, as well as certain employees of the following adopting sponsors of the Plan, all of which are wholly owned subsidiaries of USFreightways Corporation: USF Bestway Inc., USF Logistics Inc., USF Logistics Services Inc., USF Distribution Services Inc., USF Dugan Inc., USF Sales Corporation, USF Holland Inc., USF Reddaway Inc., USF Red Star Inc., USF Coast Consolidators Inc., USF Caribbean Services, USF Worldwide, Inc., USF Logistics [IMC] Inc., USF Logistics [TRICOR] Inc., USF Glen Moore Transport, Inc., World Trade Transport of Virginia, Inc. and Daher America, Inc. During the year, certain subsidiaries of Golden Eagle Group Inc. (Daher America, Inc. and World Trade Transport of Virginia, Inc.) and USF Glen Moore Transport , Inc. adopted the Plan, and as a result transferred all of the trust assets of their respective predecessor plans of $2,642,858 into the Plan. Hereafter, the principal and adopting sponsors of the Plan are referred to collectively as "the Company" or individually as "each Company." All employees of these subsidiaries are eligible to participate in the Plan after completing one qualifying year of service, as defined. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"), as amended. Unionized employees are excluded from participating in the Plan if they have separately bargained for retirement benefits. Plan Administration The Plan is administered by the USF Plan Administrative Committee, which is appointed by the Board of Directors of the Company. Plan assets were held by Fidelity Institutional Retirement Services Company ("Fidelity") as Trustee for the years ended December 31, 1999 and 1998. Eligibility Participants become eligible to enter the plan on January 1, April 1, July 1, or October 1, following the date the participant completes a qualifying year of service. Contributions Eligible employees can contribute an amount up to 15% of their cash compensation, as defined by the Plan, subject to certain limitations under the IRC. Each Company may provide a matching contribution and/or nonelective contribution subject to group discrimination limitations. The Company may also contribute a discretionary amount. The Company made no discretionary contribution during 1999 and 1998. Vesting Participants are fully vested in their contributions, the Company's matching and/or nonelective contribution, and plan earnings thereon. Benefits Upon termination of service due to death, disability, retirement, or financial hardship, the participant or their beneficiary is entitled to distribution of his or her account through an elected distribution method made by the participant in accordance with the Plan's provisions. Participant Accounts Each participant's account is credited with the participant's contribution, each Company's matching contribution (if applicable), each Company's nonelective contribution (if applicable), the Company's discretionary contribution (if applicable), and the Plan's earnings allocation. The allocation of plan earnings is based on participant account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's account. Loans to Participants Subject to such rules and limitations as may be established from time to time, participants are allowed to borrow from employee deferral contributions, rollover accounts, or any after-tax deferrals in their account subject to a limit of the lesser of 50% of their vested account balance, or $50,000. The interest rate on loans is the prime rate reported in The Wall Street Journal in effect on the last day of the month preceding the loan request. Loan repayments are normally made by payroll deductions, generally over a period not to exceed five years at the election of the participant, with the exception of prime residence loans, which may be extended over a longer period. 2. Summary of Significant Accounting Policies Basis of Accounting The accompanying financial statements are prepared on the accrual basis of accounting. The preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires the Plan's management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates. Income Recognition Interest income is recorded as earned on the accrual basis. Dividend income is recorded on the ex dividend date. Investment Valuation Cash equivalents are stated at cost, which approximates market value. Marketable securities are stated at fair value. Securities traded on a national securities exchange are valued at the last reported sales price on the last business day of the year; investments traded in the over-the-counter market and listed securities for which no sale was reported on the last day of the Plan year are valued at the last reported bid price. Net Appreciation in Fair Value of Investments Net realized and unrealized appreciation (depreciation) is recorded in the accompanying statements of changes in net assets available for benefits as net appreciation in fair value of investments. Administrative Expenses The Company pays all administrative expenses of the Plan, except for administrative fees related to servicing participant loans, broker fees and the Real Estate Limited Partnership fees. The investment income of the trust is net of any investment advisory fees charged by the managers. Benefit Payments Benefits are recorded when paid. 3. Investments The following presents investments that represent 5% or more of the Plan's net assets:
December 31, December 31, 1999 1998 Fidelity- Retirement Money Market Portfolio $28,568,565 $22,268,917 Blue Chip Growth Fund 49,389,466 38,200,071 Growth Company Fund 88,764,629 46,526,666 Intermediate Bond Fund 15,450,700 14,643,392 Magellan Fund 63,299,359 48,119,280 =========== ===========
During 1999 and 1998, the Plan's investments appreciated (including gains and losses on investments bought and sold, as well as held during the year) in value as follows:
1999 1998 Mutual funds $46,666,521 $24,389,191 Common stock 3,839,247 (416,800) ----------- ----------- Total $50,505,768 $23,972,391 =========== ===========
4. Tax Status The Plan has received a favorable determination letter from the Internal Revenue Service dated March 10, 1995, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code ("IRC") and, therefore, the related trust is exempt from tax under Section 501(a) of the IRC. Once qualified, the Plan is required to operate in conformity with the IRC to maintain its qualification. The Plan has been amended since receiving the determination letter. The plan administrator believes that the Plan is currently designed and is being operated in compliance with the applicable requirements of the IRC. 5. Plan Termination Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. 6. Reconciliation to Form 5500 The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500:
December 31, 1999 1998 Net assets available for benefits per the financial statements $287,978,165 $203,761,119 Amounts allocated to withdrawing participants (336,669) (130,582) ------------ ------------ Net Assets available for benefits per the Form 5500 $287,641,496 $203,630,537 ============ ============
The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500:
Year Ended Dec.31, 1999 Benefits paid to participants per the financial statements $17,122,686 Add: Amounts allocated to withdrawing participants at December 31, 1999 336,669 Less: Amounts allocated to withdrawing participants at December 31, 1998 (130,582) ----------- Benefits paid to participants per the Form 5500 $17,328,773 ===========
USF EMPLOYEES' 401K RETIREMENT PLAN SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT THE END OF YEAR As of December 31, 1999 (Employer Identification Number 36-3790696, Plan Number 002)
Current Identity of Issuer Description of Investment Value *Fidelity Institutional Retirement Services Managed Income Portfolio $ 7,912,711 *Fidelity Institutional Retirement Services Retirement Money Market Portfolio 28,568,565 *Fidelity Institutional Retirement Services Blue Chip Growth Fund 49,389,466 *Fidelity Institutional Retirement Services Growth Company Fund 88,764,629 *Fidelity Institutional Retirement Services Intermediate Bond Fund 15,450,700 *Fidelity Institutional Retirement Services Fidelity Magellan Fund 63,299,359 *Fidelity Institutional Retirement Services Asset Manager 4,104,071 *Fidelity Institutional Retirement Services Equity Income Fund 8,128,569 *Fidelity Institutional Retirement Services Real Estate Fund--Real Estate 1,590,895 *USFreightways Corporation USFreightways Corporation common stock 10,109,876 Participant loans 8,010,053 ------------ $285,328,894 ============
*Party in interest. The accompanying notes are an integral part of this schedule.