-----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, Fpe0cNeS+p8cKJEsPAOZdMIJ0Pma5Ah2vfps7snelLJh+aKYCafaq1aL1WIvQtvD Ov7SnzMcFRYDTd90T7oy/g== 0000881791-99-000017.txt : 19990811 0000881791-99-000017.hdr.sgml : 19990811 ACCESSION NUMBER: 0000881791-99-000017 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990703 FILED AS OF DATE: 19990803 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-Q SEC ACT: SEC FILE NUMBER: 000-19791 FILM NUMBER: 99676892 BUSINESS ADDRESS: STREET 1: 9700 HIGGINS RD STE 570 CITY: ROSEMONT STATE: IL ZIP: 60018 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-Q 1 SECOND QUARTER REPORT SECURITIES AND EXCHANGE COMMISSION Washington D. C. 20549 Form 10-Q X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JULY 3, 1999, OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ___________ TO _______________ Commission File Number 0-19791 USFREIGHTWAYS CORPORATION (Exact name of registrant as specified in its charter) Delaware 36-3790696 (State of Incorporation) (IRS Employer Identification No.) 9700 Higgins Road, Rosemont, Illinois 60018 (Address of principal executive offices) (Zip Code) Registrant's telephone number including area code: (847) 696-0200 Not applicable (Former name or former address, if changed since the last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. As of July 26, 1999, 26,440,377 shares of common stock were outstanding. PART I: FINANCIAL INFORMATION Item 1. Financial Statements. USFreightways Corporation Condensed Consolidated Balance Sheets Unaudited (Dollars in thousands)
July 3, December 31, 1999 1998 - ----------------------------------------------------------------------------------------------------- Assets Current assets: Cash and deposits $ 27,609 $ 5,548 Accounts receivable, net 252,157 218,942 Other 60,725 55,359 ----------------- ------------------- Total current assets 340,491 279,849 ----------------- ------------------- Net property and equipment 584,840 544,282 Net intangible assets 167,774 140,201 Other assets 11,404 10,341 ----------------- ------------------- Total assets $ 1,104,509 $ 974,673 ----------------- ------------------- Liabilities and Stockholders' Equity Current liabilities: Current bank debt $ 1,992 $ 10,660 Notes payable 100,000 - Accounts payable 82,272 78,757 Other current liabilities 179,429 139,460 ----------------- ------------------ Total current liabilities 363,693 228,877 ----------------- ------------------ Long-term liabilities: Long-term bank debt 3,549 51,096 Notes payable 100,000 100,000 Other long-term liabilities 135,759 135,566 ----------------- ------------------ Total long-term liabilities 239,308 286,662 ----------------- ------------------ Common stockholders' equity 501,508 459,134 ----------------- ------------------ Total liabilities and stockholders' equity $ 1,104,509 $ 974,673 ----------------- ------------------
USFreightways Corporation Consolidated Statements of Income Unaudited (Dollars in thousands, except per-share amounts)
Three months ended Six months ended ------------------------------------- ---------------------------- July 3, July 4, July 3, July 4, 1999 1998 1999 1998 - ----------------------------------------------------------------------------- ----------------------------- Operating revenue LTL Trucking $ 436,721 $ 382,568 $ 847,518 $ 761,864 TL Trucking 10,579 - 20,865 - Logistics 48,695 30,835 89,717 59,574 Freight Forwarding 52,861 33,623 103,985 67,927 ----------------- ---------------- ------------ ------------ Total operating revenue $ 548,856 $ 447,026 $ 1,062,085 $ 889,365 Operating expenses: LTL Trucking 392,784 350,565 773,437 703,436 TL Trucking 9,708 - 19,309 - Logistics 44,185 28,789 82,476 55,769 Freight Forwarding 51,324 32,763 100,998 66,443 Corporate and other 3,068 2,461 5,847 5,546 ----------------- ---------------- ------------ ------------ Total operating expenses 501,069 414,578 982,067 831,194 ----------------- ---------------- ------------ ------------ Income from operations 47,787 32,448 80,018 58,171 ----------------- ---------------- ------------ ------------ Non-operating income (expense): Interest expense (3,483) (2,026) (6,295) (4,134) Interest income 361 210 593 443 Other, net (365) (49) (341) (227) ---------------- --------------- ------------ ----------- Total non-operating expense (3,487) (1,865) (6,043) (3,918) ---------------- --------------- ------------ ----------- Net income before income taxes 44,300 30,583 73,975 54,253 Income tax expense 18,029 12,539 30,196 22,480 ----------------- --------------- ------------ ----------- Net income $ 26,271 $ 18,044 $ 43,779 $ 31,773 ----------------- --------------- ------------ ----------- Average shares outstanding - basic 26,404,635 26,201,994 26,358,773 26,159,329 Average shares outstanding - diluted 27,428,613 26,607,779 27,231,669 26,568,959 Basic earnings per common share: $ 0.99 $ 0.69 $ 1.66 $ 1.21 Diluted earnings per common share: $ 0.96 $ 0.68 $ 1.61 $ 1.20 ----------------- ------------------ ------------ -----------
USFreightways Corporation Condensed Consolidated Statements of Cash Flows Unaudited (Dollars in thousands)
Six months ended ---------------------------- July 3, July 4, 1999 1998 - -------------------------------------------------------------------------------------- Cash flows from operating activities: Net Income $ 43,779 $ 31,773 Adjustments to net income: Depreciation and amortization 45,822 39,277 Other items affecting cash 10,795 15,817 from operating activities -------------- ------------- Net cash provided by operating activities 100,396 86,867 -------------- ------------- Cash flows from investing activities: Capital expenditures (82,990) (79,982) Proceeds on sales 2,407 1,745 Acquisitions (38,600) (1,500) -------------- ------------- Net cash used in investing activities (119,183) (79,737) -------------- ------------- Cash flows from financing activities: Dividends paid (4,910) (4,873) Proceeds from sale of Notes 98,452 - Proceeds from sale of treasury stock 3,521 4,000 Proceeds from long-term debt 30,000 - Payments on long-term debt (75,274) (5,000) Net change in short-term debt (10,941) (500) -------------- ------------- Net cash provided by (used in) financing activities 40,848 (6,373) -------------- ------------- Net increase/(decrease) in cash and deposits 22,061 757 -------------- ------------- Cash and deposits at beginning of period 5,548 6,471 -------------- ------------- Cash and deposits at end of period $ 27,609 $ 7,228 -------------- -------------
Notes to Condensed Consolidated Financial Statements (Dollars in thousands, except per share amounts) (Unaudited) 1. General The financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The statements are unaudited but, in the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The Company's results of operations are affected by the seasonal aspects of the regional LTL trucking business. Therefore, operating results for the three months ended July 3, 1999 are not necessarily indicative of the results that may be expected for the year ending December 31, 1999. For further information, refer to consolidated financial statements and footnotes thereto included in the registrant's annual report on Form 10-K for the year ended December 31, 1998. 2. Earnings per share Basic earnings per share are calculated on income available to common stockholders divided by the weighted-average number of common shares outstanding during the period. Diluted earnings per share are calculated using earnings available to each share of common stock outstanding during the period and to each share that would have been outstanding assuming the issuance of common shares for all dilutive potential common shares outstanding during the reporting period. Unexercised stock options, calculated under the treasury stock method, is the only reconciling item between the Company's basic and diluted weighted earnings per share. The number of options included in the denominator, used to calculate diluted earnings per share are 1,023,978 and 405,785 for the second quarters of 1999 and 1998 respectively and 872,896 and 409,630 for year to date 1999 and 1998 respectively. 3. Acquisitions On March 2nd, USF Logisitics, the Company's logistics business unit acquired (for cash) all of the ownership interests of Processors Unlimited Company, Ltd. (Processors) a provider of reverse logistics services to the grocery and drug industries. Processors has annualized revenue of approximately $46 million and employs over 1,000 individuals at 46 locations throughout Canada and the United States. On April 12th, USF Red Star, one of the Company's regional LTL trucking companies, completed an asset purchase transaction (for cash)with CBL Trucking, a Mid-Atlantic and New England LTL Carrier. During the six months, USF Worldwide, the Company's freight forwarding business unit, acquired (for cash) the businesses of Scan Trans, Inc., Pace Transportation, Ltd.and Airgo, Inc. its former agents in the San Francisco, CA, Baltimore, MD and Seattle, WA areas respectively. 4. Long-Term Debt On May 5, 1999, the Company completed a $100 million Guaranteed Note offering due May 1, 2009. The Guaranteed Notes bear interest at 6 1/2% payable semi-annually on May 1 and November 1. The Guaranteed Notes are unsecured and rank equally with all of the Company's other unsecured senior indebtedness. The proceeds (after deducting the underwriting discount) from the sale of the Guaranteed Notes was approximately $98.5 million. The proceeds were used to reduce the unsecured lines of credit with the Company's various banks. Until the net proceeds are applied for specific purposes, the Company is investing them in marketable securities. 4. Long-Term Debt (continued) The Guaranteed Notes are fully and unconditionally guaranteed, on a joint and several basis, on an unsecured senior basis, by all of the Company's direct and indirect domestic subsidiaries (the "Subsidiary Guarantors"). The Company is a holding company and during the period presented substantially all of the assets were the stock of the Subsidiary Guarantors, and substantially all of the operations were conducted by the Subsidiary Guarantors. Accordingly, the aggregate assets, liabilities, earnings and equity of the Subsidiary Guarantors were substantially equivalent to the assets, liabilities, earnings and equity of the Company on a consolidated basis. Management of the Company believes that separate financial statements of, and other disclosures with respect to, the Subsidiary Guarantors are not meaningful or material to investors. 5. Subsequent event On August 2, 1999, USF Glen Moore, the Company's truckload subsidiary, acquired (for cash) Underwood Trucking Inc. an Indiana-based truckload carrier.
6. Segment Reporting Three Months Ended Six Months Ended July 3, July 4, July 3, July 4, 1999 1998 1999 1998 - ------------------------------------------------------------------------------- ---------------------------- Revenue LTL Group: USF Holland $ 226,830 $ 196,152 $ 446,780 $ 393,647 USF Reddaway 61,136 53,263 116,271 104,704 USF Red Star 61,861 53,591 115,635 104,264 USF Dugan 49,606 45,451 96,703 90,997 USF Bestway 37,288 34,111 72,129 68,252 - ------------------------------------------------------------------------------- ------------------------------ Sub total LTL Group 436,721 382,568 847,518 761,864 Truckload - Glen Moore 10,579 - 20,865 - Logistics subsidiaries 48,695 30,835 89,717 59,574 Freight forwarding 52,861 33,623 103,985 67,927 Corporate and other - - - - - ------------------------------------------------------------------------------- ------------------------------ Total Revenue $ 548,856 $ 447,026 $ 1,062,085 $ 889,365 Income From Operations LTL Group: USF Holland $ 27,350 $ 19,930 $ 48,608 $ 37,329 USF Reddaway 7,275 4,877 10,779 8,005 USF Red Star 1,905 1,115 2,210 1,299 USF Dugan 2,814 2,136 4,001 3,528 USF Bestway 4,593 3,945 8,483 8,267 - ------------------------------------------------------------------------------- ------------------------------ Sub total LTL Group 43,937 32,003 74,081 58,428 Truckload - Glen Moore 871 - 1,556 - Logistics subsidiaries 4,510 2,046 7,241 3,805 Freight forwarding 1,537 860 2,987 1,484 Corporate and other (1,404) (1,391) (2,821) (3,531) Amortization of intangibles (1,664) (1,070) (3,026) (2,015) - ------------------------------------------------------------------------------- ------------------------------ Total Income from Operations $ 47,787 $ 32,448 $ 80,018 $ 58,171 - ------------------------------------------------------------------------------- ------------------------------
Item 2. Management's Discussion and Analysis of Financial Conditions and Results of Operations. Results of Operations USFreightways Corporation ("the Company") reported net income for the thirteen weeks ended July 3, 1999 of $26,271,000, a 46% increase over the $18,044,000 which was reported for the thirteen weeks which ended July 4, 1998. This is the twelfth consecutive quarter that earnings have increased over the same quarter of the previous year. There were 64 working days in the current year's quarter compared to 62 for the same quarter of last year, which included both the July 4th and Good Friday holidays. Net income per share for the current year's quarter was equivalent to 96 cents diluted earnings per share, a 41% increase compared to the 68 cents diluted earnings per share for the same quarter of 1998. Revenue for the 1999 quarter increased by 22.8% to $548,856,000 from $447,026,000 for the second quarter of 1998. Golden Eagle, Glen Moore and Processors which were acquired since the second quarter of 1998, contributed revenue of $37,726,000 in the current year's quarter. Less-than-truckload (LTL) revenue for the current quarter at the regional trucking subsidiaries, on equivalent working days, increased 10.7% over the 1998 second quarter, LTL shipments increased 7.7% and LTL tonnage increased 8.9%. LTL revenue per shipment increased from $106.18 to $109.08 and the weight per shipment increased from 1,138.1 pounds to 1,150.5 pounds. Year to date revenue increased by 11.2% to $847,518,000 from $761,864,000 last year. Operating earnings in the current year's quarter, for regional trucking increased 37% to $43,937,000 compared to $32,003,000 for the same period of 1998. Each of the regional subsidiaries operating ratios improved. Led by USF Holland, USF Bestway and USF Reddaway, the operating ratio for the LTL group improved to 89.9 from 91.6 last year, the first time in the Company's history the regional trucking group has operated below a 90.0 operating ratio. Improvements in the quarter's costs occurred in Labor, Depreciation, Terminal rents and Other operating expenses. Year to date operating earnings increased by 26.8% to $74,081,000 from $58,428,000 last year. Glen Moore Trucking, the Company's truckload carrier that was acquired on August 31, 1998, contributed revenue of $10.6 million and operated at 91.8 for the quarter. Revenue in the Logistics group increased by 57.9% to $48.7 million in the current quarter from $30.8 million in the prior year. Processors, acquired on March 2, contributed revenue of $11.7 million while other existing logistics' contracts increased revenue by $2.8 million over the prior year's quarter. The logistics segment's distribution business unit increased revenue by $3.4 million of which its Moore & Son acquisition (Oct. 15, 1998) contributed $1.5 million, while other distribution centers increased revenue by $1.9 million. Year to date revenue increased by 50.6% to $89,717,000 from $59,574,000 last year. Earnings in the Logistics group increased 120% over the prior year's quarter to $4.5 million from $2.0 million due to earnings from PUC, Moore & Son and higher profits from existing customers' business. Year to date earnings increased by 90.3% to $7,241,000 from $3,805,000 last year. Revenue in the Freight Forwarding group increased 57.2% to $52.9 million from $33.6 million in the prior year's quarter due in large part to $15.5 million in revenue contributed from the group's recent Golden Eagle acquisition (Nov. 12, 1998). Year to date revenue increased by 53.1% to $103,985,000 from $67,927,000 last year. The group's profits improved by 78.7% to $1.5 million from $0.9 million the prior year's quarter. Year to date profits improved by 101% to $2,987,000 from $1,484,000 last year. During the second quarter, USF Worldwide, the Company's freight forwarding business unit, acquired (for cash) the businesses of Scan Trans, Inc. and Pace Transportation, Ltd. its former agents in the San Francisco, CA and Baltimore, MD areas respectively. These acquisitions had no material effect on revenue or profits for the quarter. On April 12th, USF Red Star, the Company's Northeastern LTL regional subsidiary, completed an asset purchase transaction (for cash) with CBL Trucking, a Mid-Atlantic and New England LTL Carrier. Incremental revenue of $6 million was contributed during the quarter since the transaction closed. Liquidity and Capital Resources Cash flows from operating activities contributed $100.4 million during the six months compared to $86.9 million during the same period last year. Net capital expenditures for the 1999 six months amounted to approximately $119 million including $53.4 million for revenue equipment, $18.8 million for terminal facilities, $38.6 million for the acquisitions of Processors, CBL, and three freight forwarding companies and the balance for other capital items. Last year for the same period, net capital expenditures amounted to approximately 79.8 million, including $46.1 million for revenue equipment, $24.3 million for terminal facilities and the balance for other capital items and a small acquisition. On May 5, 1999, the Company completed a $100 million offering of Guaranteed Notes due May 1, 2009 with a coupon rate of 6.50% and at a spread of 140 basis points above the 10-year Treasury notes. Net proceeds from the sale were used to reduce the unsecured lines of credit that the Company had with various banks. Until the net proceeds are applied for specific purposes, the Company may invest them in marketable securities. At July 3, 1999, the Company had approximately $19.5 million on deposit in marketable securities. A dividend of 9 1/3 cents per share equivalent to $2.5 million was paid on July 9, 1999 to shareholders of record on June 25, 1999. Market Risk The Company is exposed to the impact of interest rate changes. The Company's exposure to changes in interest rates is limited to borrowings under a line of credit agreement which has variable interest rates tied to the LIBOR rate. The weighted average annual interest rates on borrowings under this credit agreement were approximately 5.3% in the first six months of 1999. In addition, the Company has $100 million of unsecured notes with a 6 5/8% fixed annual interest rate and $100 million of unsecured notes with a 6 1/2% fixed annual interest rate at July 3, 1999. The Company estimates that the carrying value of the notes approximated its market value at July 3, 1999. The Company has no hedging instruments. From time to time, the Company invests excess cash in overnight money market accounts. Year 2000 The Company has been and continues to address the universal situation commonly referred to as the "Year 2000 Problem". The "Year 2000 Problem" is related to the inability of certain computer systems, software and embedded technologies to properly recognize and process date-related information surrounding the Year 2000. In 1996, the Company initiated a comprehensive review of its computerized Information Technology (IT) and non-information technology systems to identify systems that could be affected by the Year 2000 problems and has implemented a plan to resolve the identified issues. The Year 2000 issues were analyzed by identifying and assessing all systems, software and embedded technologies and business partners with internal business critical systems given a higher priority. The Company defines a system as business critical if a failure would cause a significant service disruption or could cause a material adverse effect on the Company's operations or financial results. As of June 30, 1999, the Company has remediated and tested 99%of its business critical systems and 97% of all systems. In the opinion of management, the remainder of the business critical systems will have little or no effect on the Company's ability to service the majority of its customers. The business critical systems have been unit tested by IT staff members and many have been evaluated using a detailed Year 2000 test plan. Further testing and verification on the systems will continue throughout 1999. The Company has established an internal Year 2000 audit team to audit the process and results of the Year 2000 efforts of the Company's subsidiaries. The Company has expended approximately $1.5 million as of June 30, 1999 to ensure Year 2000 compliance. The total cost to ensure Year 2000 compliance is estimated to be approximately $2 million. The cost estimate is based on the Company's structure and those subsidiaries it owns at the present time. The acquisition of any additional operating entity may significantly impact the total cost as it has been estimated. Year 2000 (continued) The Company expects to have contingency plans developed for business critical systems by September 30, 1999. The contingency plans have been tested or will be tested for plan completeness and accuracy. Should there be any disruptions of business critical systems or critical business partners, the Company expects to be able to continue its operations through telephonic and facsimile communications. Therefore, some contingency plans may require additional labor that may impact the Company's operating costs. The Company has been contacting business partners whose Year 2000 non-compliance could adversely affect the Company's operations, employees, or customers. As a provider of transportation and logistics services, the Company's operations are dependent on telecommunication, financial and utility services provided by several entities. The Company is unaware of any of these entities or of any significant supplier not being Year 2000 compliant. The Company believes the most likely worst case scenario would be the failure of a material business partner to be Year 2000 compliant. Therefore, the Company will continue to work with and monitor the progress of its partners and formulate a contingency plan when the Company does not believe any business partner will be compliant. The Company's assessment of its Year 2000 issues involves some assumptions. These assumptions revolved primarily around the Year 2000 representation from third parties with which the Company has business relationships, and where the Company has not been able to independently verify these representations. This release contains forward-looking statements, which are subject to certain risks, and uncertainties that could cause actual results to differ materially. These risks and uncertainties are detailed from time to time in reports filed by the Company with the Securities and Exchange Commission including forms 8K, 10Q and 10K. PART II: OTHER INFORMATION Item 1. Legal Proceedings. The Company is a party to a number of proceedings brought under the Comprehensive Environmental Response, Compensation and Liability Act, ("CERCLA"). The Company has been made a party to these proceedings as an alleged generator of waste disposed of at hazardous waste disposal sites. In each case, the Government alleges that the parties are jointly and severally liable for the cleanup costs. Although joint and several liability is alleged, these proceedings are frequently resolved on the basis of the quantity of waste disposed of at the site by the generator. The Company's potential liability varies greatly from site to site. For some sites the potential liability is de minimis and for others the costs of cleanup have not yet been determined. While it is not feasible to predict or determine the outcome of these proceedings or similar proceedings brought by state agencies or private litigants, in the opinion of management, the ultimate recovery or liability, if any, resulting from such litigation, individually or in the aggregate, will not materially adversely affect the Company's financial condition or results of operations and, to the Company's best knowledge, such liability, if any, will represent less than 1% of its revenues. Steven Mark Whitworth v. TNT Bestway Transportation, Inc. f/k/a .TNT Bestway Inc. and William Orr, Case No. 96-3935-A, 14th Judicial District Court, Dallas County, Texas. On April 19, 1996, Steven Mark Whitworth ("Plaintiff") a former employee of USF Bestway Inc., a subsidiary of the Company ("USF Bestway"), brought suit against USF Bestway and one of its employees, alleging claims of fraud and promissory estoppel arising from Plaintiff's previous employment as a driver with USF Bestway. On or about October 2, 1996, Plaintiff amended his petition and added claims of wrongful discharge and conspiracy to wrongfully discharge. On October 7, 1996, Plaintiff moved for summary judgment, claiming that he was entitled to a judgment of $3,500,000 in actual damages and $1,750,000 in attorney fees based on (i) the USF Bestway's alleged untimely responses to Plaintiff's requests for admissions and (ii) the USF Bestway's alleged failure to comply with the requirements of Texas law concerning the signature of pleadings by counsel in connection with the responses to Plaintiff's requests for admissions. Following a hearing on November 1, 1996, the trial court granted Plaintiff's motion for summary judgment and entered judgment in favor of Plaintiff and against USF Bestway, for $3,500,000 in actual damages $1,750,000 in attorneys' fees together with court costs and interest. On November 27, 1996, USF Bestway moved for reconsideration of the judgment and for a new trial. At a January 7, 1997 hearing on this motion, the trial court denied the motion for reconsideration and for new trial, but ruled that the responses to the Plaintiff's requests for admissions were timely. USF Bestway has posted a superedeas bond to prevent enforcement of the judgment pending appeal and perfected its appeal to the Dallas Court of Appeals, Fifth District, Texas. On June 10, 1999, the Court of Appeals, Fifth District Texas, issued an opinion reversing the trial court's grant of summary judgment in favor of the plaintiff, and remanding the case back to the trial court for a new trial on the merits. Also, the Company is involved in other litigation arising in the ordinary course of business, primarily involving claims for bodily injuries and property damage. In the opinion of management, the ultimate recovery or liability, if any, resulting from such litigation, individually or in the aggregate, will not materially adversely affect the Company's financial condition or results of operations. Item 4. Submission of Matters to a Vote of Security Holders. (a) On April 30, 1999, the annual meeting of stockholders of USFreightways Corporation was held pursuant to notice. (b) N/A (c) Election of Directors Morley Koffman FOR: 22,098,178 WITHHOLD: 291,442 Anthony J. Paoni FOR: 22,099,669 WITHHOLD: 289,951 John W. Puth FOR: 22,099,582 WITHHOLD: 290,038 (c)(2) Amendment to the Long-Term Incentive Plan FOR: 11,342,905 AGAINST: 8,170,194 ABSTENTIONS: 960,511 (d) N/A Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits 1. Exhibit 27-Financial Data Schedule. (b) Current Reports on Form 8-K were filed: 1. A current report on Form 8-K was filed on May 11, 1999 and June 17, 1999. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated the 27th day of July, 1999. USFREIGHTWAYS CORPORATION By: /s/ Christopher L. Ellis Christopher L. Ellis Senior Vice President, Finance and Chief Financial Officer By: /s/ Robert S. Owen Robert S. Owen Controller and Principal Accounting Officer EX-27 2 FDS WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE. EXHIBIT 27 FINANCIAL DATA SCHEDULE (FDS)
5 1000 6-MOS DEC-31-1999 JAN-01-1999 JUL-03-1999 27,609 0 252,157 0 0 340,491 584,840 0 1,104,509 363,693 0 0 0 0 501,508 1,104,509 0 1,062,085 0 982,067 (252) 0 6,295 73,975 30,196 43,779 0 0 0 43,779 1.66 1.61
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