-----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, I685i5f1RjVSE15mKAdwH1vFwZS52R0fOOSIkQ3JVIJeXTgBzSN4+MVjiCG/iEmk 5KdUuriDGBufAneXqI4XtA== 0000881791-01-500012.txt : 20010702 0000881791-01-500012.hdr.sgml : 20010702 ACCESSION NUMBER: 0000881791-01-500012 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010628 FILED AS OF DATE: 20010629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: USFREIGHTWAYS CORP CENTRAL INDEX KEY: 0000881791 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 363790696 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 000-19791 FILM NUMBER: 1670932 BUSINESS ADDRESS: STREET 1: 8550 W BRYN MAWR AVE STREET 2: SUITE 700 CITY: CHICAGO STATE: IL ZIP: 60631 BUSINESS PHONE: 8476960200 MAIL ADDRESS: STREET 1: 9700 HIGGINS ROAD SUITE 570 CITY: ROSEMONT STATE: IL ZIP: 60018 FORMER COMPANY: FORMER CONFORMED NAME: TNT FREIGHTWAYS CORP DATE OF NAME CHANGE: 19930328 10-K/A 1 june401k.txt JUNE 401K FINAL 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, 2000 by adding the Annual Report of the USF Employees' 401K Retirement Plan on Form 11-K for the year ended December 31, 2000. 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, 2001 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, 2000 [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/ Christopher L. Ellis Christopher L. Ellis /s/ Gerard M. Klaisle Gerard M. Klaisle /s/ Stephen G. Dill Stephen G. Dill Date: June 27, 2001 USF EMPLOYEES' 401K RETIREMENT PLAN FORM 11-K FOR THE YEAR ENDED DECEMBER 31, 2000 FINANCIAL STATEMENTS AND SCHEDULES December 31, 2000 and 1999 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, 2000 and 1999 - -Statements of Changes in Net Assets Available for Benefits for the Years Ended December 31, 2000 and 1999 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, 2000 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, 2000 and 1999, 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 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 USF Employees' 401K Retirement Plan as of December 31, 2000 and 1999, 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 audits were 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 supplemental 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 22, 2001 USF EMPLOYEES' 401K RETIREMENT PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS As of December 31, 2000 and 1999 2000 1999 ASSETS: Investments at fair value (Note 3)- Fidelity Managed Income Portfolio $8,410,469 7,912,711 Fidelity Retirement Money Market Portfolio 31,149,660 28,568,565 Fidelity Blue Chip Fund 46,457,583 49,389,466 Fidelity Growth Company Fund 91,343,933 88,764,629 Fidelity Intermediate Bond Fund 16,492,443 15,450,700 USFreightways Corp. Common Stock 7,421,544 10,109,876 Fidelity Magellan Fund 57,651,110 63,299,359 Aetna Real Estate Fund 893,389 1,590,895 Fidelity Asset Manager 5,052,862 4,104,071 Fidelity Equity Income Fund 8,851,319 8,128,569 Participant loans 9,383,792 8,010,053 ---------- -------------- Total investments 283,108,104 285,328,894 ----------- ------------- Receivables- Participant contributions 599,272 801,689 Company contributions 2,226,677 1,847,582 ----------- ------------- Total contributions receivable 2,825,949 2,649,271 ----------- ------------- NET ASSETS AVAILABLE FOR BENEFITS $285,934,053 $287,978,165 ============ ============ 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, 2000 and 1999 2000 1999 INVESTMENT INCOME: Dividend and interest income $ 18,087,875 $ 17,398,960 Net (depreciation) appreciation in fair value of investments (Note 3) (35,606,894) 50,505,768 -------------- ------------ Total investment (loss) income (17,519,019) 67,904,728 -------------- ------------ CONTRIBUTIONS: Participants 21,618,266 20,474,455 Company 10,319,755 10,360,343 ------------- ------------- Total contributions 31,938,021 30,834,798 ------------- ------------- OTHER DEDUCTIONS: Benefits paid to participants (16,679,028) (17,122,686) Administrative expenses (49,790) (42,652) ------------- ------------- Total deductions (16,728,818) (17,165,338) ------------- ------------- Transfers into the Plan (Note 1) 265,704 2,642,858 ------------- ------------- Net change (2,044,112) 84,217,046 ------------- ------------- NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 287,978,165 203,761,119 ------------ -------------- End of year $285,934,053 $287,978,165 ============ ============= The accompanying notes are an integral part of these statements. USF EMPLOYEES' 401K RETIREMENT PLAN NOTES TO FINANCIAL STATEMENTS AND SCHEDULE December 31, 2000 and 1999 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, Inc., USF Worldwide, Inc., USF Logistics (IMC) Inc., USF Glen Moore Inc., and World Trade Transport of Virginia Inc. In December 1999 USF Seko Worldwide Inc. merged into USF Worldwide Inc. (formerly named Daher America Inc.). During 2000, USF Caribbean Services Inc., USF Coast Consolidators Inc. and Golden Eagle Group Inc. merged into USF Worldwide Inc. and USF Logistics (TRICOR) Inc. merged into USF Logistics (IMC) Inc. During 2000, USF Distribution Services of Texas, Inc. adopted the Plan, and as a result, transferred all of the trust assets of its predecessor plan of $265,704 into the Plan. During 1999, 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, 2000 and 1999. 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 contributions during 2000 and 1999. Vesting Participants are fully vested at all times 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 principal 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 2000 1999 Fidelity Retirement Money Market Portfolio $31,149,660 $28,568,565 Fidelity Blue Chip Growth Fund 46,457,583 49,389,466 Fidelity Growth Company Fund 91,343,933 88,764,629 Fidelity Intermediate Bond Fund 16,492,443 15,450,700 Fidelity Magellan Fund 57,651,110 63,299,359 =========== ========= During 2000 and 1999, the Plan's investments appreciated (depreciated) (including gains and losses on investments bought and sold, as well as held during the year) in value as follows: 2000 1999 Mutual funds $(32,032,160) $46,666,521 Common stock (3,574,734) 3,839,247 ------------- ---------- Total $(35,606,894) $50,505,768 ============ =========== The Plan provides for investments in mutual funds, common stock that, in general, are exposed to various risks, such as interest rate, credit and overall market volatility risks. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the statements of net assets available for benefits. 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 2000 1999 Net assets available for benefits per the financial statements $285,934,053 $287,978,165 Amounts allocated to withdrawing participants - (336,669) ------------ ------------ Net assets available for benefits per the Form 5500 $285,934,053 $287,641,496 ============ ============ The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500: Year Ended Dec.31,2000 Benefits paid to participants per the financial statements $(16,679,028) Add- Amounts allocated to withdrawing participants at December 31, 2000 - Less- Amounts allocated to withdrawing participants at December 31, 1999 (336,669) ------------ Benefits paid to participants per the Form 5500 $(16,342,359) =========== 7.SUBSEQUENT EVENTS Effective January 1, 2001, employees will be eligible to participate in the Plan after completing 90 days of service from date of hire and having worked at least 250 hours within that period. Furthermore, the maximum employee contribution percentage is increased from 15% to 20%. USF EMPLOYEES' 401K RETIREMENT PLAN SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR As of December 31, 2000 (Employer Identification Number 36-3790696, Plan Number 002) Current Identity of Issuer Description of Investment Value *Fidelity Institutional Retirement Services Fidelity Managed Income Portfolio $ 8,410,469 *Fidelity Institutional Retirement Services Fidelity Retirement Money Market Portfolio 31,149,660 *Fidelity Institutional Retirement Services Fidelity Blue Chip Fund 46,457,583 *Fidelity Institutional Retirement Services Fidelity Growth Company Fund 91,343,933 *Fidelity Institutional Retirement Services Fidelity Intermediate Bond Fund 16,492,443 *USFreightways Corp. USFreightways Corp. Common Stock 7,421,544 *Fidelity Institutional Retirement Services Fidelity Magellan Fund 57,651,110 *Fidelity Institutional Retirement Services Aetna Real Estate Fund 893,389 *Fidelity Institutional Retirement Services Fidelity Asset Manager 5,052,862 *Fidelity Institutional Retirement Services Fidelity Equity Income Fund 8,851,319 *Fidelity Institutional Retirement Services Participant loans (interest rate varies between 6.00% and 10.50%) 9,383,792 ------------ $283,108,104 ============ *Party in interest. The accompanying notes are an integral part of this schedule. EXHIBIT 23 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our report dated June 22, 2001, included in this Form 11-K, into the USF Employees' 401K Retirement Plan's previously filed Registration Statement File No. 33-57634 dated January 28, 1993. /s/ Arthur Andersen LLP Arthur Andersen LLP Chicago, Illinois June 22, 2001 -----END PRIVACY-ENHANCED MESSAGE-----