-----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, LrRms0QNfLfoBjEbxQBtj9K2mzB+m+ov8/ntEdVKIlneSdDU6kPmtefleML9oEal TitT8qnw0lo6fJXTB3FvFg== 0000950131-00-000576.txt : 20000203 0000950131-00-000576.hdr.sgml : 20000203 ACCESSION NUMBER: 0000950131-00-000576 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20000131 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: S-3 SEC ACT: SEC FILE NUMBER: 333-95777 FILM NUMBER: 518267 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: USF LOGISTICS IMC INC CENTRAL INDEX KEY: 0001085328 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 954039978 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: SEC FILE NUMBER: 333-95777-01 FILM NUMBER: 518268 BUSINESS ADDRESS: STREET 1: 3880 SALON LAKE DRIVE CITY: LONG GROVE STATE: IL ZIP: 60047 BUSINESS PHONE: 8477264500 MAIL ADDRESS: STREET 1: 3880 SALEM LAKE DRIVE CITY: LONG GROVE STATE: IL ZIP: 60047 FILER: COMPANY DATA: COMPANY CONFORMED NAME: USF LOGISTICS TRICOR INC CENTRAL INDEX KEY: 0001085329 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 954247356 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: SEC FILE NUMBER: 333-95777-02 FILM NUMBER: 518269 BUSINESS ADDRESS: STREET 1: 3880 SALON LAKE DRIVE CITY: LONG GROVE STATE: IL ZIP: 60047 BUSINESS PHONE: 8477264500 MAIL ADDRESS: STREET 1: 3880 SALEM LAKE DRIVE CITY: LONG GROVE STATE: IL ZIP: 60047 FILER: COMPANY DATA: COMPANY CONFORMED NAME: USF LOGISTICS INC CENTRAL INDEX KEY: 0001085330 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 954247356 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: SEC FILE NUMBER: 333-95777-03 FILM NUMBER: 518270 BUSINESS ADDRESS: STREET 1: 3880 SALEM LAKE DRIVE CITY: LONG GROVE STATE: IL ZIP: 60047 BUSINESS PHONE: 8477264500 MAIL ADDRESS: STREET 1: 3880 SALEM LAKE DRIVE CITY: LONG GROVE STATE: IL ZIP: 60047 FILER: COMPANY DATA: COMPANY CONFORMED NAME: USF LOGISTIC SERVICES INC CENTRAL INDEX KEY: 0001085331 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 954247356 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: SEC FILE NUMBER: 333-95777-04 FILM NUMBER: 518271 BUSINESS ADDRESS: STREET 1: 3880 SALEM LAKE DRIVE CITY: LONG GROVE STATE: IL ZIP: 60047 BUSINESS PHONE: 8477264500 MAIL ADDRESS: STREET 1: 3880 SALEM LAKE DRIVE CITY: LONG GROVE STATE: IL ZIP: 60047 FILER: COMPANY DATA: COMPANY CONFORMED NAME: USF PROCESSORS INC CENTRAL INDEX KEY: 0001085332 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 752449803 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: SEC FILE NUMBER: 333-95777-05 FILM NUMBER: 518272 BUSINESS ADDRESS: STREET 1: C/O USFREIGHTWAYS CORP STREET 2: 9700 HIGGINS ROAD SUITE 570 CITY: ROSEMONT STATE: IL ZIP: 60018 MAIL ADDRESS: STREET 1: C/O USFREIGHTWAYS INC STREET 2: 9700 HIGGINS ROAD SUITE 570 CITY: DALLAS STATE: TX ZIP: 75240 FORMER COMPANY: FORMER CONFORMED NAME: PROCESSORS UNLIMITED OPERATING CO DATE OF NAME CHANGE: 19990428 FILER: COMPANY DATA: COMPANY CONFORMED NAME: USF PROCESSORS TRADING INC CENTRAL INDEX KEY: 0001085334 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 759442800 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: SEC FILE NUMBER: 333-95777-06 FILM NUMBER: 518273 BUSINESS ADDRESS: STREET 1: C/O USFREIGHTWAYS INC STREET 2: 9700 HIGGINS ROAD SUITE 570 CITY: CHICAGO STATE: IL ZIP: 60018 MAIL ADDRESS: STREET 1: C/O USFREIGHTWAYS INC STREET 2: 9700 HIGGINS ROAD SUITE 570 CITY: CHICAGO STATE: IL ZIP: 60018 FORMER COMPANY: FORMER CONFORMED NAME: PROCESSORS TRADING OPERATING CO DATE OF NAME CHANGE: 19990428 FILER: COMPANY DATA: COMPANY CONFORMED NAME: USF COASTAL CONSOLIDATORS INC CENTRAL INDEX KEY: 0001085365 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 953646508 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: SEC FILE NUMBER: 333-95777-07 FILM NUMBER: 518274 BUSINESS ADDRESS: STREET 1: 7801 EAST TELEGRAPH ROAD STREET 2: SUITE A CITY: MONTEBELLO STATE: CA ZIP: 90640 BUSINESS PHONE: 3237204000 MAIL ADDRESS: STREET 1: 7801 EAST TELEGRAPH ROAD CITY: MONTEBELLO STATE: CA ZIP: 906040 FILER: COMPANY DATA: COMPANY CONFORMED NAME: USF DUGAN INC CENTRAL INDEX KEY: 0001085366 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 480760565 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: SEC FILE NUMBER: 333-95777-08 FILM NUMBER: 518275 BUSINESS ADDRESS: STREET 1: 2015 S MERIDAN STREET 2: SUITE A CITY: WICHITA STATE: KS ZIP: 67213 BUSINESS PHONE: 3169413000 MAIL ADDRESS: STREET 1: 2015 S MERIDAN STREET 2: SUITE A CITY: WICHITA STATE: KS ZIP: 67213 FILER: COMPANY DATA: COMPANY CONFORMED NAME: USF WORLDWIDE INC CENTRAL INDEX KEY: 0001085369 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 364276569 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: SEC FILE NUMBER: 333-95777-09 FILM NUMBER: 518276 BUSINESS ADDRESS: STREET 1: C/O USFREIGHTWAYS INC STREET 2: 9700 HIGGINS ROAD SUITE 570 CITY: CHICAGO STATE: IL ZIP: 60018 MAIL ADDRESS: STREET 1: C/O USFREIGHTWAYS INC STREET 2: 9700 HIGGINS ROAD SUITE 570 CITY: CHICAGO STATE: IL ZIP: 60018 FORMER COMPANY: FORMER CONFORMED NAME: DAHER AMERICA INC DATE OF NAME CHANGE: 19990428 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DDE INVESTORS LLC CENTRAL INDEX KEY: 0001085372 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 251770726 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: SEC FILE NUMBER: 333-95777-10 FILM NUMBER: 518277 BUSINESS ADDRESS: STREET 1: 1711 SHEARER DR CITY: CARLISLE STATE: PA ZIP: 17013 MAIL ADDRESS: STREET 1: 1711 SHEARER DR CITY: CARLISLE STATE: PA ZIP: 17013 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GMT SERVICES INC CENTRAL INDEX KEY: 0001085373 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 251661017 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: SEC FILE NUMBER: 333-95777-11 FILM NUMBER: 518278 BUSINESS ADDRESS: STREET 1: 1711 SHEARER DR CITY: CARLISLE STATE: PA ZIP: 17013 MAIL ADDRESS: STREET 1: 1711 SHEARER DR CITY: CARLISLE STATE: PA ZIP: 17013 FILER: COMPANY DATA: COMPANY CONFORMED NAME: USF GLEN MOORE INC CENTRAL INDEX KEY: 0001085374 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 232443760 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: SEC FILE NUMBER: 333-95777-12 FILM NUMBER: 518279 BUSINESS ADDRESS: STREET 1: C/O USFREIGHTWAYS CORP STREET 2: 9700 HIGGINS ROAD SUITE 570 CITY: CARLISLE STATE: PA ZIP: 17013 MAIL ADDRESS: STREET 1: C/O USFREIGHTWAYS CORP STREET 2: 9700 HIGGINS ROAD SUITE 570 CITY: ROSEMONT STATE: IL ZIP: 60018 FORMER COMPANY: FORMER CONFORMED NAME: GLEN MOORE TRANSPORT INC DATE OF NAME CHANGE: 19990428 FILER: COMPANY DATA: COMPANY CONFORMED NAME: USF SALES CORP CENTRAL INDEX KEY: 0001085375 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 363799036 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: SEC FILE NUMBER: 333-95777-13 FILM NUMBER: 518280 BUSINESS ADDRESS: STREET 1: 9700 HIGGINS RD STREET 2: STE 570 CITY: ROSEMONT STATE: IL ZIP: 60018 MAIL ADDRESS: STREET 1: 9700 HIGGINS RD STREET 2: STE 570 CITY: ROSEMONT STATE: IL ZIP: 60018 FILER: COMPANY DATA: COMPANY CONFORMED NAME: USF PROPERTIES NEW JERSEY INC CENTRAL INDEX KEY: 0001085376 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 510328679 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: SEC FILE NUMBER: 333-95777-14 FILM NUMBER: 518281 BUSINESS ADDRESS: STREET 1: 9700 HIGGINS RD STREET 2: STE 570 CITY: ROSEMONT STATE: IL ZIP: 60018 MAIL ADDRESS: STREET 1: 9700 HIGGINS RD STREET 2: STE 570 CITY: ROSEMONT STATE: IL ZIP: 60018 FILER: COMPANY DATA: COMPANY CONFORMED NAME: USF HOLLAND INC CENTRAL INDEX KEY: 0001085377 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 380655940 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: SEC FILE NUMBER: 333-95777-15 FILM NUMBER: 518282 BUSINESS ADDRESS: STREET 1: 750 EAST 40TH STREET CITY: HOLLAND STATE: MI ZIP: 49423 MAIL ADDRESS: STREET 1: 750 EAST 40TH STREET CITY: HOLLAND STATE: MI ZIP: 49423 FILER: COMPANY DATA: COMPANY CONFORMED NAME: USF RED STAR INC CENTRAL INDEX KEY: 0001085380 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 150425100 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: SEC FILE NUMBER: 333-95777-16 FILM NUMBER: 518283 BUSINESS ADDRESS: STREET 1: 400 DELANCY ST CITY: NEWARK STATE: NJ ZIP: 07105 BUSINESS PHONE: 6302262000 MAIL ADDRESS: STREET 1: 400 DELANCY ST CITY: NEWARK STATE: NJ ZIP: 071056 FILER: COMPANY DATA: COMPANY CONFORMED NAME: USF REDDAWAY INC CENTRAL INDEX KEY: 0001085383 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 930262830 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: SEC FILE NUMBER: 333-95777-17 FILM NUMBER: 518284 BUSINESS ADDRESS: STREET 1: 16277 S E 130TH AVE CITY: CLACKAMAS STATE: OR ZIP: 97015 BUSINESS PHONE: 6302262000 MAIL ADDRESS: STREET 1: 16277 S E 130TH AVENUE CITY: CLACKAMAS STATE: OR ZIP: 97015 FILER: COMPANY DATA: COMPANY CONFORMED NAME: USF CARIBBEAN SERVICES INC CENTRAL INDEX KEY: 0001085385 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 593349202 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: SEC FILE NUMBER: 333-95777-18 FILM NUMBER: 518285 BUSINESS ADDRESS: STREET 1: 5858 BRADWAY AVENUE STREET 2: UNIT 12 CITY: JACKSONVILLE STATE: FL ZIP: 32254 BUSINESS PHONE: 9046933100 MAIL ADDRESS: STREET 1: 5858 BROADWAY AVENUE STREET 2: UNIT 12 CITY: JACKSONVILLE STATE: FL ZIP: 32254 FILER: COMPANY DATA: COMPANY CONFORMED NAME: USF BESTWAY LEASING INC CENTRAL INDEX KEY: 0001085386 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 62177658 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: SEC FILE NUMBER: 333-95777-19 FILM NUMBER: 518286 BUSINESS ADDRESS: STREET 1: 2633 EAST INDIAN SCHOOL ROAD STREET 2: SUITE 200 CITY: PHOENIX STATE: AZ ZIP: 85016 BUSINESS PHONE: 9046933100 MAIL ADDRESS: STREET 1: 2633 EAST INDIAN SCHOOL ROAD STREET 2: SUITE 200 CITY: PHEONIX STATE: AZ ZIP: 95016 FILER: COMPANY DATA: COMPANY CONFORMED NAME: USF BESTWAY INC CENTRAL INDEX KEY: 0001085419 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 860104184 STATE OF INCORPORATION: AZ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: SEC FILE NUMBER: 333-95777-20 FILM NUMBER: 518287 BUSINESS ADDRESS: STREET 1: 2633 E INDIAN SCHOOL RD STREET 2: STE 200 CITY: PHOENIX STATE: AZ ZIP: 85016 MAIL ADDRESS: STREET 1: 2633 E INDIAN SCHOOL RD STREET 2: STE 200 CITY: PHOENIX STATE: AZ ZIP: 85016 FILER: COMPANY DATA: COMPANY CONFORMED NAME: USF DISTRIBUTION SERVICES INC CENTRAL INDEX KEY: 0001085420 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 860104184 STATE OF INCORPORATION: AZ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: SEC FILE NUMBER: 333-95777-21 FILM NUMBER: 518288 BUSINESS ADDRESS: STREET 1: 465 CROSSROADS PKWY CITY: BOLINGBROOK STATE: IL ZIP: 60440 BUSINESS PHONE: 6302262000 MAIL ADDRESS: STREET 1: 465 CROSSROADS PKWY CITY: BOLINGBROOK STATE: IL ZIP: 60440 FILER: COMPANY DATA: COMPANY CONFORMED NAME: USF WORLDWIDE PUERTO RICO INC CENTRAL INDEX KEY: 0001103873 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 660450699 STATE OF INCORPORATION: PR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: SEC FILE NUMBER: 333-95777-22 FILM NUMBER: 518289 BUSINESS ADDRESS: STREET 1: C/O USFREIGHTWAYS CORP STREET 2: 9700 HIGGINS ROAD SUITE 570 CITY: ROSEMONT STATE: IL ZIP: 60018 BUSINESS PHONE: 8476960200 MAIL ADDRESS: STREET 1: C/O ISFREIGHTWAYS CORP STREET 2: 9700 HIGGINS ROAD SUITE 570 CITY: ROSEMONT STATE: IL ZIP: 60018 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRI STAR TRANSPORTATION INC CENTRAL INDEX KEY: 0001103874 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 621370420 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: SEC FILE NUMBER: 333-95777-23 FILM NUMBER: 518290 BUSINESS ADDRESS: STREET 1: C/O USFREIGHTWAYS CORP STREET 2: 9700 HIGGINS ROAD SUITE 570 CITY: ROSEMONT STATE: IL ZIP: 60018 BUSINESS PHONE: 8476960200 MAIL ADDRESS: STREET 1: C/O ISFREIGHTWAYS CORP STREET 2: 9700 HIGGINS ROAD SUITE 570 CITY: ROSEMONT STATE: IL ZIP: 60018 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IMUA HANDLING CORP CENTRAL INDEX KEY: 0001103875 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 364305355 STATE OF INCORPORATION: HI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: SEC FILE NUMBER: 333-95777-24 FILM NUMBER: 518291 BUSINESS ADDRESS: STREET 1: C/O USFREIGHTWAYS CORP STREET 2: 9700 HIGGINS ROAD SUITE 570 CITY: ROSEMONT STATE: IL ZIP: 60018 BUSINESS PHONE: 8476960200 MAIL ADDRESS: STREET 1: C/O ISFREIGHTWAYS CORP STREET 2: 9700 HIGGINS ROAD SUITE 570 CITY: ROSEMONT STATE: IL ZIP: 60018 FILER: COMPANY DATA: COMPANY CONFORMED NAME: USF DISTRIBUTION SERVICES OF TEXAS INC CENTRAL INDEX KEY: 0001103876 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 364303523 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: SEC FILE NUMBER: 333-95777-25 FILM NUMBER: 518292 BUSINESS ADDRESS: STREET 1: C/O USFREIGHTWAYS CORP STREET 2: 9700 HIGGINS ROAD SUITE 570 CITY: ROSEMONT STATE: IL ZIP: 60018 BUSINESS PHONE: 8476960200 MAIL ADDRESS: STREET 1: C/O ISFREIGHTWAYS CORP STREET 2: 9700 HIGGINS ROAD SUITE 570 CITY: ROSEMONT STATE: IL ZIP: 60018 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CUXHAVEN GROUP INC CENTRAL INDEX KEY: 0001103877 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 521388947 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: SEC FILE NUMBER: 333-95777-26 FILM NUMBER: 518293 BUSINESS ADDRESS: STREET 1: C/O USFREIGHTWAYS CORP STREET 2: 9700 HIGGINS ROAD SUITE 570 CITY: ROSEMONT STATE: IL ZIP: 60018 BUSINESS PHONE: 8476960200 MAIL ADDRESS: STREET 1: C/O ISFREIGHTWAYS CORP STREET 2: 9700 HIGGINS ROAD SUITE 570 CITY: ROSEMONT STATE: IL ZIP: 60018 S-3 1 FORM S-3 As filed with the Securities and Exchange Commission on January 31, 2000 Registration No. 333-__________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- FORM S-3 REGISTRATION STATEMENT Under The Securities Act of 1933 ----------------------- USFREIGHTWAYS CORPORATION (Exact Name of Registrant as Specified in Its Charter and its Guarantor Subsidiaries)
Delaware 4213 36-3790696 (State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Incorporation or Organization) Classification Code Number) Identification No.) Maryland The Cuxhaven Group, Inc. 52-1388947 Pennsylvania DDE Investors, LLC 25-1770726 Pennsylvania G.M.T. Services, Inc. 25-1661017 Hawaii Imua Handling Corporation 36-4305355 Tennessee Tri-Star Transportation, Inc. 62-1370420 Arizona USF Bestway Inc. 86-0104184 Arizona USF Bestway Leasing Inc. 62-1677658 Delaware USF Caribbean Services Inc. 59-3349202 California USF Coast Consolidators Inc. 95-3646508 Illinois USF Distribution Services Inc. 36-3783345 Texas USF Distribution Services of Texas Inc. 36-4303523 Kansas USF Dugan Inc. 48-0760565 Pennsylvania USF Glen Moore Inc. 23-2443760 Michigan USF Holland Inc. 38-0655940 Illinois USF Logistics Inc. 36-4076831 California USF Logistics (IMC) Inc. 95-4039978 California USF Logistics (Tricor) Inc. 95-4247356 Delaware USF Logistics Services Inc. 22-2840397 Texas USF Processors Inc. 75-2449803 Texas USF Processors Trading Inc. 75-2725770 Delaware USF Properties New Jersey Inc. 51-0328679 Oregon USF Reddaway Inc. 93-0262830 New York USF Red Star Inc. 15-0425100 Delaware USF Sales Corporation 36-3799036 Puerto Rico USF Worldwide (Puerto Rico) Inc. 66-0450699 Delaware USF Worldwide Inc. 13-3075047
9700 Higgins Road, Suite 570, Rosemont, Illinois 60018, 847/696-0200 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) JOHN CAMPBELL CARRUTH Chairman and Chief Executive Officer USFREIGHTWAYS CORPORATION 9700 Higgins Road, Suite 570, Rosemont, Illinois 60018, 847/696-0200 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) ----------------------- Copies to: WILLIAM N. WEAVER, JR. ROBERT F. WALL, ESQ. Sachnoff & Weaver, Ltd. Winston & Strawn 30 South Wacker Dr., 29th Floor 35 West Wacker Dr. Chicago, Illinois 60606 Chicago, Illinois 60601 Telephone: (312) 207-1000 Telephone: (312) 558-5600 ----------------------- Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective. If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, check the following box. [_] If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X] If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. [_] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [_]
CALCULATION OF REGISTRATION FEE ======================================================================================================================== Proposed Proposed Maximum Maximum Amount of Title of Each Class of Aggregate Offering Price Registration Securities to be Registered Offering Price Per Unit(2) Fee - ------------------------------------------------------------------------------------------------------------------------ Debt Securities $400,000,000(1) 100% $105,600 - ------------------------------------------------------------------------------------------------------------------------ Guarantees (3) 0 None (4) ========================================================================================================================
(1) Or if any Debt Securities are to be issued at a discount, such greater amount as shall result in an aggregate offering price to the public as shall not exceed $400,000,000. (2) Estimated solely for the purpose of determining the amount of the registration fee pursuant to Rule 457(o). (3) The Debt Securities of USFreightways Corporation being registered will be guaranteed by each of the Guarantor Subsidiaries. (4) Pursuant to Rule 457(n). The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. ================================================================================ ++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++ +The information in this prospectus is not complete and may be changed. We may + +not sell these securities until the registration statement filed with the + +Securities and Exchange Commission is effective. This prospectus is not an + +offer to sell these securities and it is not soliciting an offer to buy these + +securities in any state where the offer or sale is not permitted. + ++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++ SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS DATED JANUARY 31, 2000 PROSPECTUS - ---------- [LOGO]USFreightways Corporation $400,000,000 Debt Securities ------------- USFreightways Corporation may use this prospectus from time to time to offer and sell up to $400,000,000 of its debt securities in one or more discrete offerings with a total initial public offering price or purchase price of $400,000,000. The debt securities may be offered in one or more separate series on terms to be determined at the time of sale. Debt securities may be issued as individual securities in registered form without coupons or as one or more global securities in registered form. We may offer the debt securities directly to purchasers or through agents, dealers or underwriters or a syndicate of underwriters. We will provide the specific terms for these securities in supplements to this prospectus. You should read this prospectus and any supplement carefully before you invest. This prospectus may not be used to consummate sales of securities unless accompanied by a prospectus supplement. ------------- Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. ------------- The date of this prospectus is , 2000. TABLE OF CONTENTS
Page ---- About this Prospectus.................................................... 2 Where to Find More Information........................................... 2 Incorporation of Documents By Reference.................................. 2 USFreightways Corporation................................................ 3 Ratios of Earnings to Fixed Charges...................................... 4 Use of Proceeds.......................................................... 4 Description of the Debt Securities....................................... 5 Plan of Distribution..................................................... 10 Legal Opinions........................................................... 11 Experts.................................................................. 11
ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (the "SEC") utilizing a "shelf" registration process. Under this shelf process, we may sell the debt securities described in this prospectus in one or more offerings up to a total principal amount of $400,000,000. This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with additional information described under the next heading. WHERE TO FIND MORE INFORMATION We file annual, quarterly and special reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC's web site at www.sec.gov. You may also read and copy any document we file with the SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549 and at the SEC's regional offices located at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and Seven World Trade Center, New York, New York 10048. You can call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. Our reports, proxy statements and other information may also be inspected at the offices of the National Association of Securities Dealers, Inc., Reports Section, 1735 K Street, N.W., Washington, D.C. 20006. INCORPORATION OF DOCUMENTS BY REFERENCE The SEC allows us to "incorporate by reference" the information we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus and information that we file later with the SEC will automatically update and supersede the information included or incorporated by reference in this prospectus. We incorporate by reference the documents listed below and any future filings with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until we sell all of the debt securities: . Annual Reports on Form 10-K and Form 10-K/A for the year ended December 31, 1998; . Quarterly Reports on Form 10-Q for the quarters ended April 3, 1999, July 3, 1999 and October 2, 1999; and . Current Reports on Form 8-K filed with the SEC on May 11 and June 17, 1999 and January 20, 2000. You may request a free copy of these filings by writing or telephoning Christopher L. Ellis, Senior Vice President, USFreightways Corporation, 9700 Higgins Road, Suite 570, Rosemont, Illinois 60018, telephone (847) 696-0200. 2 USFREIGHTWAYS CORPORATION Our principal executive offices are located at 9700 Higgins Road, Suite 570, Rosemont, Illinois 60018; our telephone number is (847) 696-0200; and our World Wide Web home site is www.usfreightways.com. We are a leading full-service provider of transportation services and innovative logistics solutions. We accomplish this through the following decentralized business units: . Regional less than truckload trucking . Logistics . Freight forwarding . Truckload transportation Regional less than truckload trucking We own a group of five regional less than truckload ("LTL") trucking companies which deliver freight overnight and by the second day throughout the United States, Alaska and parts of Canada. Over 70% of the freight we deliver for our regional customers is delivered within one day and over 95% is delivered within two days. The companies in our regional LTL group are USF Holland Inc., USF Bestway Inc., USF Red Star Inc., USF Reddaway Inc. and USF Dugan Inc. Typically, LTL carriers transport freight weighing 10,000 pounds or less along scheduled routes from many customers to various destinations. These carriers operate a network of terminals and fleets of line-haul and pick-up and delivery tractors and trailers. Freight is picked up from customers by local drivers and consolidated for shipment. The freight is then loaded into intercity trailers and transferred by line-haul drivers to the terminal servicing the delivery area. There, the freight is transferred to local trailers and delivered to its destination by local drivers. LTL carriers generally are categorized as regional, interregional or long- haul carriers, depending on the distance freight travels from pick-up to final delivery. Regional LTL carriers usually have average lengths of haul of 500 miles or less and tend to provide overnight or second-day service. Regional LTL carriers usually can deliver the freight directly from the origin terminal to the destination terminal. This avoids the costly and time-consuming use of breakbulk terminals, which are terminals where the freight is rehandled and reloaded to its ultimate destination. In contrast, long-haul LTL carriers (average lengths of haul in excess of 1,000 miles) operate networks of breakbulk and satellite terminals (hub and spoke systems) and rely heavily on the interim handling of freight. Interregional carriers (500 to 1,000 miles per average haul) also rely on breakbulk terminals but less so than long-haul carriers. We believe that the regional LTL market is the most attractive segment of the LTL trucking industry. Because the way customers manufacture and distribute their products has changed, there is an increased demand for the direct shipment and delivery of freight. Today, freight is moving over shorter distances to its ultimate destination. Companies are making more use of regional distribution centers and using the services of regional LTL carriers to deliver the products from these centers to their customers. We also believe that the market for our services may continue to grow because (1) substantial capital is required for terminals and trucks and (2) a large number of skilled workers is needed, which makes it difficult for new companies to compete against us in the regional LTL market. Logistics Our logistics companies provide logistics and distribution services in the United States and Canada. The principal companies in the logistics group, USF Logistics Inc., USF Distribution Services Inc. and USF Processors Inc., provide integrated supply chain solutions for their clients, including transportation, warehousing, cross docking, product configuration and reverse logistics. Reverse logistics is the process of handling unsaleable assets (for example, products that 3 are damaged, defective, returned-to-stock, discontinued or recalled). The companies primarily serve clients in the automotive, consumer, food distribution, healthcare, metals, retail, and technology industries. These companies are supply chain partners to many Fortune 500 companies, including Proctor & Gamble, Fleming Foods, Becton Dickinson, Ryerson and Microsoft. Freight Forwarding Our freight forwarding companies provide domestic and international freight forwarding services. The principal company in the freight forwarding group is USF Worldwide Inc. Freight forwarding involves the handling and management of the transportation of freight to domestic and international destinations using third-party carriers, including pick up and delivery carriers, commercial airlines and ocean vessels. Truckload Truckload service involves the shipping of freight weighing 10,000 pounds or more from a single shipper to a single destination along an irregular route. The principal company in the truckload group is USF Glen Moore Inc. We deliver shipments from the Mid-Atlantic and Southeast states to the West Coast and into the Midwest states. The average length of our hauls is approximately 1,000 miles. RATIO OF EARNINGS TO FIXED CHARGES Our consolidated ratio of earnings to fixed charges for (1) each of the years in the five-year period ended December 31, 1998 and (2) each of the nine- month periods ended October 3, 1998 and October 2, 1999 are set forth below.
Nine Months Ended Years Ended December 31, Oct. 3, Oct. 2, ------------------------------ ----------------- 1994 1995 1996 1997 1998 1998 1999 ---- ---- ---- ---- ---- ---- ---- Ratio of Earnings to Fixed Charges..................... 4.3 4.4 3.8 6.7 8.0 7.9 7.8
For the purpose of calculating the ratio of earnings to fixed charges, earnings consist of income before income taxes plus fixed charges, less interest capitalized during the period. Fixed charges consist of interest expense plus that portion of rental expense that is deemed to represent interest. USE OF PROCEEDS Unless we specify otherwise in the applicable prospectus supplement, the proceeds (after deducting the underwriting discount and estimated expenses) to be received by us from the sale of the debt securities will be used for general corporate purposes, including capital expenditures, working capital, acquisitions and the repayment of indebtedness. We have not allocated a specific portion of the net proceeds for any particular use at this time. Until we apply the net proceeds for specific purposes, we may invest them in marketable securities. 4 DESCRIPTION OF THE DEBT SECURITIES The debt securities will be issued under an indenture (we refer to the indenture, as supplemented from time to time, as the "Indenture") between USFreightways Corporation and Bank One, Michigan as Trustee (as the successor- in-interest to NBD Bank). The following summary of certain provisions of the debt securities and the Indenture is not complete and is subject to the detailed provisions of the Indenture. We have filed a copy of the Indenture as an exhibit to our Current Report on Form 8-K filed on May 11, 1999. Whenever particular provisions or defined terms in the Indenture are referred to in this prospectus, such provisions or defined terms are incorporated by reference in this prospectus. Article or Section references used in this prospectus are references to the Indenture. The Indenture provides that we may issue the debt securities from time to time in one or more series without any limitation on the principal amount. The debt securities are unsecured obligations of USFreightways Corporation. They will rank on a parity with all of our other unsecured and unsubordinated indebtedness. Substantially all of our domestic subsidiaries will guarantee the payment of principal and interest under the debt securities. General We will provide information to you about the debt securities in up to three separate documents that progressively provide more detail: . This prospectus provides general information that may not apply to each series of debt securities; . The prospectus supplement is more specific than this prospectus. To the extent the information provided in the prospectus supplement differs from this prospectus, you should rely on the prospectus supplement; and . The pricing supplement, if used, provides final details about a specific series of debt securities. To the extent the pricing supplement differs from this prospectus or the prospectus supplement, you should rely on the pricing supplement. Unless we indicate otherwise in the applicable prospectus supplement, principal of and any premium or interest on the debt securities will be payable, and the debt securities may be transferred or exchanged without payment of any charge (other than any tax or other governmental charge payable in connection therewith), at the office or agency of the Trustee in Detroit, Michigan. However, we may elect that payment of interest on registered debt securities be made by check mailed to the address of the appropriate person as it appears on the security register or by wire transfer as instructed by the appropriate person. (Sections 301, 305 and 307). The applicable prospectus will include specific terms relating to the offering of specific debt securities. These may include some or all of the following: . the title, denominations, amount and price of the debt securities; . the maturity of the debt securities; . the interest rates of the debt securities; . the currency or currency unit of the debt securities; . any redemption or sinking fund terms; . any provisions for discharge; . whether the debt securities will be registered or unregistered; and 5 . other specific terms associated with the debt securities. (Section 301) Debt securities may be issued as Original Issue Discount Securities to be offered and sold at a substantial discount below their stated principal amount. In such event, the Federal income tax consequences and other special considerations will be described in the applicable prospectus supplement. An "Original Issue Discount Security" is any debt security that provides for the declaration of acceleration of the maturity of an amount less than the principal amount of the security upon the occurrence of an event of default and the continuation of an event of default. (Section 101) We may issue the debt securities in fully registered form without coupons or in unregistered form with or without coupons. We also may issue the debt securities in the form of one or more temporary or permanent global securities. Global securities are issued to a depository that holds the securities for the benefit of investors. Book-entry debt securities will be issued as registered global securities. (Section 305) Guarantees Substantially all of our U.S. subsidiaries, as Guarantors (as defined below), will, jointly and severally, fully and unconditionally guarantee our obligations under the debt securities on an equal and ratable basis subject to the limitation described in the next paragraph. In addition, we will cause any U.S. Person which becomes our subsidiary after the date of the Indenture to enter into a supplemental indenture pursuant to which such subsidiary shall agree to guarantee our obligations under the debt securities. If we default in payment of the principal of, premium, if any, or interest on the debt securities, the Guarantors, jointly and severally, will be unconditionally obligated to duly and punctually pay the same. The obligations of each Guarantor under the Guarantee (as defined below) are limited to the maximum amount of which, after giving effect to all other contingent and fixed liabilities of such Guarantor, and after giving effect to any collections from, or payments made by or on behalf of, any other Guarantor in respect of the obligations of such other Guarantor under the Guarantee or pursuant to its contribution obligations under the Indenture, will result in the obligations of such Guarantor under the Guarantee not constituting a fraudulent conveyance or fraudulent transfer under Federal or state law. Each Guarantor that makes a payment or distribution under the Guarantee shall be entitled to contribution from each other Guarantor in a pro rata amount based on the net assets of each Guarantor determined in accordance with GAAP (as defined below). Notwithstanding the foregoing, but subject to the requirements described below under "Consolidation or Merger," any Guarantee by a Guarantor shall be automatically and unconditionally released and discharged upon any sale, exchange or transfer to any Person (other than an Affiliate of ours) of all of the capital stock of such subsidiary, or all or substantially all of the assets of such subsidiary, pursuant to a transaction which is in compliance with the Indenture. Each Guarantee (including the payment of principal of, premium, if any, and interest on the debt securities) will rank pari passu in right of payment with all other unsecured and unsubordinated indebtedness of such Guarantor and will rank senior in right of payment to all subordinated indebtedness of such Guarantor. "GAAP" means generally accepted accounting principles in effect in the United States which are applicable as of the original issue date of the debt securities under the Indenture and which are consistently applied for all applicable periods. "Guarantee" means the guarantee by each of the Guarantors of the debt securities and our obligations under the Indenture. "Guarantor" means (1) each of our subsidiaries which is a party to the Indenture on the original issue date of any debt securities under the Indenture and (2) each other of our U.S. subsidiaries that is required to execute a supplemental indenture and become a Guarantor subsequent to the original issue date of any debt securities under the Indenture. Book-Entry System The debt securities initially will be represented by one or more global securities deposited with The Depository Trust Company ("DTC") and registered in the name of DTC's nominee. Except under the circumstances described below, we will not issue any debt securities in definitive form. 6 Upon the issuance of a global security, DTC will credit on its book-entry registration and transfer system the accounts of persons designated by the underwriters or agents with the respective principal amounts of the debt securities represented by the global security. Ownership of beneficial interests in a global security is limited to persons that have accounts with DTC or its nominee ("participants") or persons that may hold interests through participants. Ownership of beneficial interests in a global security will be shown on, and the transfer of that ownership may be effected only through, records maintained by DTC or its nominee (for interests of persons who are participants) and records maintained by participants (for interests of persons who are not participants). The laws of some states require that certain purchasers of securities take physical delivery of the securities in definitive form. Such limits and laws may impair a purchaser's ability to transfer beneficial interests in a global security. DTC or its nominee will be considered the sole owner or holder of any debt securities represented by a global security for all purposes under the Indenture. Except as provided below, owners of beneficial interests in a global security will not be entitled to have debt securities represented by the global security registered in their names, will not receive or be entitled to receive physical delivery of debt securities in definitive form, and will not be considered the owners of record or holders of debt securities under the Indenture. We will make principal and interest payments on debt securities registered in the name of DTC or its nominee to DTC or its nominee as the registered holder of the relevant global security. None of us, the Trustee, any paying agent nor the registrar for any debt securities will have any responsibility or liability for any aspect of the records relating to, or payment made on account of, beneficial interests in a global security or for maintaining, supervising or reviewing any records relating to such beneficial interests. We expect that DTC or its nominee, upon receipt of any payment of principal or interest, will credit immediately participants' accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of the relevant global security as shown on the records of DTC or its nominee. We also expect that payments by participants to owners of beneficial interests in a global security held through such participants will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such participants. If DTC at any time is unwilling or unable to continue as a depository and we do not appoint a successor depository within 90 days, we will issue debt securities in definitive form in exchange for the global securities. In addition, we may at any time and in our sole discretion determine not to have debt securities represented by a global security and, in such event, we will issue debt securities in definitive form in exchange for the global securities. In any such instance, an owner of a beneficial interest in a global security will be entitled to physical delivery in definitive form of debt securities represented by such global security equal in principal amount to such beneficial interest and to have such debt securities registered in the owner's name. Debt securities so issued in definitive form will be issued as registered debt securities in denominations of $1,000 and integral multiples thereof, unless we specify otherwise. The information in this section concerning DTC and its book-entry system has been obtained from sources that we believe to be reliable, but we do not take responsibility for its accuracy. Limitation on Liens of Stock or Indebtedness of Significant Subsidiaries We will not, nor will we permit any Significant Subsidiary (as defined below) to, create, assume, incur or suffer to exist any mortgage, security interest, lien, pledge, charge or any other encumbrance (referred to in this prospectus as a "lien") on any stock or indebtedness of any Significant Subsidiary to secure any Obligation (as defined below) other than the debt securities, without in any such case effectively providing that all the debt securities will be directly secured equally and ratably with such Obligation. These restrictions do not apply to debt secured by: . liens on stock or indebtedness of a corporation existing at the time it becomes a Significant Subsidiary; . liens on stock or indebtedness of a Significant Subsidiary at the time of the acquisition of such stock or indebtedness; and 7 . any extensions, renewals or replacements, in whole or in part, of any lien referred to above. (Section 1008) "Obligation" means every obligation for money borrowed and every obligation evidenced by a bond, note, debenture or other similar instrument. "Significant Subsidiary" means (1) any subsidiary which had total assets that constituted at least 10% of our total assets on a consolidated basis determined as of the date of the most recent quarterly consolidated balance sheet or (2) any subsidiary which had revenues for the three-month period ending on the date of the most recent quarterly consolidated statement of operations that constituted at least 10% of our total revenues on a consolidated basis. Consolidation or Merger We may consolidate or merge with, or sell all or substantially all of our assets to, another corporation. The remaining or acquiring corporation must assume all of our responsibilities and liabilities under the Indenture, including the payment of all amounts due on the debt securities and performance of the covenants. Under these circumstances, if our properties or assets become subject to a lien not permitted by the Indenture, we will equally and ratably secure the debt securities. (Section 801) Events of Default An event of default under the Indenture with respect to the debt securities includes the following: . failure to pay interest on the debt securities for 30 days; . failure to pay principal on the debt securities when due; . failure to perform any of the other covenants or agreements in the Indenture relating to the debt securities that continues for 60 days after notice to us by the Trustee or holders of at least 10% in principal amount of the outstanding debt securities; . failure to pay when due any obligation of ours or any subsidiary having an aggregate principal amount outstanding of at least $5,000,000 that continues for 10 days after notice to us by the Trustee or holders of at least 10% in principal amount of the outstanding debt securities; or . certain events of bankruptcy, insolvency or reorganization relating to us or any Significant Subsidiary. (Section 501) The Indenture provides that the Trustee will, with certain exceptions, notify the holders of the debt securities of any event of default known to it within 90 days after the occurrence of such event. (Section 602) If an event of default (other than with respect to certain events of bankruptcy, insolvency or reorganization) occurs and is continuing for the debt securities, the Trustee or the holders of not less than 25% in principal amount of the debt securities may declare the principal amount to be due and payable. In such a case, subject to certain conditions, the holders of a majority in principal amount of the debt securities then outstanding can rescind and annul such declaration and its consequences. (Section 502) We are required to file an annual officers' certificate with the Trustee concerning our compliance with the Indenture. (Section 1004) Subject to the provisions of the Indenture relating to the duties of the Trustee, the Trustee is not obligated to exercise any of its rights or powers at the request or direction of any of the holders unless they have offered the Trustee reasonable security or indemnity. (Section 603) If the holders provide reasonable security or indemnity, the holders of a majority in principal amount of the outstanding debt securities during an event of default may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee under the Indenture or exercising any of the Trustee's trusts or powers with respect to the debt securities. (Section 512) 8 Modification and Amendment of the Indenture We may enter into supplemental indentures with the Trustee without the consent of the holders of the debt securities to, among other things: . evidence the assumption by a successor corporation of our obligations; . appoint additional, separate or successor trustees to act under the Indenture; . add covenants for the protection of the holders of the debt securities; . cure any ambiguity or correct any inconsistency in the Indenture; and . establish the form or terms of the debt securities. (Section 901) With the consent of the holders of 66 2/3% in principal amount of the outstanding debt securities, we may execute supplemental indentures with the Trustee to add provisions or change or eliminate any provision of the Indenture or any supplemental indenture or to modify the rights of the holders of the debt securities. Without the consent of the holders of all the debt securities, no such supplemental indenture will, with respect to the debt securities: . change their stated maturity; . reduce their principal amount or their interest rate; . reduce the principal amount payable upon their acceleration; . change the place or currency in which they are payable; . impair the right to institute suit for their enforcement; . impair the right to institute suit for the enforcement of any Guarantee; . reduce the percentage in principal amount of debt securities, the consent of the holders of which is required for any such supplemental indenture; . reduce the percentage in principal amount of debt securities required for waiver of compliance with certain provisions of the Indenture or certain defaults; or . modify provisions with respect to modification and waiver. (Section 902) Discharge of Indenture At our option, we (1) will be discharged from all obligations under the Indenture in respect of the debt securities (except for certain obligations to exchange or register the transfer of the debt securities, replace stolen, lost or mutilated debt securities, maintain paying agencies and hold monies for payment in trust) or (2) need not comply with certain restrictive covenants of the Indenture (including the limitation on liens) with respect to the debt securities, in each case if we deposit with the Trustee, in trust, money or U.S. government obligations (or a combination thereof) sufficient to pay the principal of and any premium or interest on the debt securities when due. In order to select either option, we must provide the Trustee with an opinion of counsel or a ruling from, or published by, the Internal Revenue Service, to the effect that holders of the debt securities will not recognize gain or loss for Federal income tax purposes, as if we had not exercised either option. (Sections 1302 and 1304) In the event we exercise our option under (2) above with respect to the debt securities and the debt securities are declared due and payable because of the occurrence of any event of default other than default with respect to such 9 obligations, the amount of money and U.S. government obligations on deposit with the Trustee will be sufficient to pay amounts due on the debt securities at the time of their stated maturity but may not be sufficient to pay amounts due on the debt securities at the time of the acceleration resulting from such event of default. We would remain liable, however, for such amounts. (Sections 1303 and 1304) Governing Law The Indenture, the debt securities and the Guarantees will be governed by, and construed in accordance with, the laws of the State of New York. Concerning the Trustee We maintain lines of credit and have customary banking relationships with Bank One, an affiliate of the Trustee under the Indenture. PLAN OF DISTRIBUTION We may offer debt securities directly, through agents or dealers or through one or more underwriters or a syndicate of underwriters in an underwritten offering. In the prospectus supplement for a particular offering, we will describe how the offering of debt securities will be made, including the names of any underwriters, the purchase price of the debt securities, the proceeds of the offering, estimated expenses, any underwriters' discounts, concessions or commissions. If we use underwriters or dealers in the sale, they will acquire the debt securities for their own account and may resell them in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. We may offer debt securities to the public either through underwriting syndicates represented by managing underwriters or by underwriters without a syndicate. Unless we state otherwise in the applicable prospectus supplement, the obligations of the underwriters will be to purchase all of such debt securities if they buy any of them. The underwriters may change any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers from time to time. We also may sell debt securities directly or through designated agents. We will name any agent involved in the offer or sale of debt securities and describe any commissions payable by us to such agent in the applicable prospectus supplement. Unless we indicate otherwise, an agent will act on a best efforts basis for the period of its appointment. Any underwriters, dealers or agents participating in the distribution of debt securities may be deemed to be underwriters under the Securities Act of 1933, as amended. Furthermore, any discounts, concessions or commissions received by them on the sale or resale of debt securities may be deemed to be underwriting discounts and commission under the Securities Act. We will indemnify underwriters and agents against certain civil liabilities, including liabilities under the Securities Act. These underwriters and agents may be required to make in respect of such liabilities. These underwriters and agents may be customers of, engage in transactions with, or perform services for us in the ordinary course of business. We may indicate in the applicable prospectus supplement that we have authorized underwriters or agents to solicit offers by certain specified institutions to purchase debt securities from us at the offering price pursuant to delayed delivery contracts providing for payment and delivery on a specified date or dates in the future. These delayed delivery contracts will be subject only to those conditions described in the prospectus supplement and to the condition that at the time of delivery the purchase of debt securities shall not be prohibited under the laws of the jurisdiction to which the purchaser is subject. The prospectus supplement will describe any commission payable for the solicitation of such contracts. 10 LEGAL OPINIONS Sachnoff & Weaver, Ltd., Chicago, Illinois, will pass on the validity of the debt securities for us. Winston & Strawn, Chicago, Illinois, will pass on the validity of the debt securities for any underwriters or agents. EXPERTS The consolidated financial statements and schedules appearing in our Annual Report on Form 10-K for the years ended December 31, 1998 and January 3, 1998 and for each of the two years in the period ended December 31, 1998 incorporated by reference in this prospectus and elsewhere in the registration statement have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their reports with respect thereto, and are incorporated by reference herein in reliance upon the authority of said firm as experts in accounting and auditing in giving said reports. The consolidated financial statements for the year ended December 28, 1996 incorporated by reference in this prospectus and elsewhere in the registration statement have been audited by KPMG LLP, independent public accountants, as indicated in their report with respect thereto, and are incorporated by reference herein in reliance upon the authority of said firm as experts in accounting and auditing in giving said reports. 11 [LOGO] PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution The expenses relating to the registration of the debt securities will be borne by USFreightways Corporation ("USF"). Except for the Securities and Exchange Commission (the "SEC") registration fee and the rating agency fees, the following expenses are estimates: Securities and Exchange Commission registration fee....... $105,600 Legal fees and expenses................................... 50,000 Accountants' fees......................................... 15,000 Printing fees............................................. 65,000 Trustee's fees and expenses............................... 10,000 Rating Agency fees........................................ 65,000 Miscellaneous............................................. 10,000 -------- Total................................................ $320,600 --------
Item 15. Indemnification of Directors and Officers Section 145 of the Delaware General Corporation Law ("DGCL") permits a Delaware corporation to indemnify directors and officers under certain circumstances. USF's restated certificate of incorporation and by-laws provide that USF shall, subject to certain limitations, indemnify its directors and officers against expenses (including attorneys' fees, judgments, fines and certain settlements) actually and reasonably incurred by them in connection with any suit or proceeding to which they are a party so long as they acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to a criminal action or proceeding, so long as they had no reasonable cause to believe their conduct to have been unlawful. Section 102 of the DGCL permits a Delaware corporation to include in its certificate of incorporation a provision eliminating or limiting a director's liability to a corporation or its stockholders for monetary damages for breaches of fiduciary duty. DGCL Section 102 provides, however, that liability for breaches of the duty of loyalty, acts or omissions not in good faith or involving intentional misconduct, or knowing violation of the law, and the unlawful purchase or redemption of stock or payment of unlawful dividends or the receipt of improper personal benefits cannot be eliminated or limited in this manner. USF's restated certificate of incorporation includes a provision that eliminates, to the fullest extent permitted, director liability for monetary damages for breaches of fiduciary duty. Item 16. Exhibits The Exhibits to this Registration Statement are listed in the Index to Exhibits. Item 17. Undertakings The undersigned Registrant hereby undertakes: (a)(1) To file, during any period in which offers or sales are being made, a post-effective amendment to the Registration Statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the "Securities Act"); (ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding II-1 the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) That, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. (d)(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in the form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective. (2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (e) To file, if necessary, an application for the purpose of determining the eligibility of the Trustee to act under subsection (a) of Section 310 of the Trust Indenture Act of 1939, as amended, in accordance with the rules and regulations prescribed by the SEC under Section 305(b)(2) of such Act. II-2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rosemont, State of Illinois, on the 31st day of January, 2000. USFREIGHTWAYS CORPORATION By: /s/ John Campbell Carruth -------------------------------------- John Campbell Carruth Chairman and Chief Executive Officer POWER OF ATTORNEY Know all men by these presents, that each person whose signature appears below constitutes and appoints John Campbell Carruth and Christopher L. Ellis, or each of them as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities (including his or her capacity as a director or officer of USFreightways Corporation) to sign any and all amendments and post- effective amendments to this Registration Statement (including registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933 and all amendments thereto) and to file the same, with all exhibits hereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the 31st day of January, 2000.
Signature Title /s/ John Campbell Carruth Chairman of the Board, - ------------------------------- Chief Executive Officer and Director John Campbell Carruth (Principal Executive Officer) /s/ Christopher L. Ellis Senior Vice President and Chief Financial Officer - ------------------------------- (Principal Financial and Accounting Officer) Christopher L. Ellis /s/ Robert V. Delaney Director - ------------------------------- Robert V. Delaney /s/ Morley Koffman Director - ------------------------------- Morley Koffman /s/ Robert P. Neuschel Director - ------------------------------- Robert P. Neuschel /s/ Anthony J. Paoni Director - ------------------------------- Anthony J. Paoni /s/ John W. Puth Director - ------------------------------- John W. Puth /s/ Samuel K. Skinner Director - ------------------------------- Samuel K. Skinner /s/ Neil A. Springer Director - ------------------------------- Neil A. Springer /s/ William N. Weaver, Jr. Director - ------------------------------- William N. Weaver, Jr.
II-3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rosemont, State of Illinois, on the 31st day of January, 2000. THE CUXHAVEN GROUP, INC. By: /s/ Daniel Para --------------- Daniel Para, President POWER OF ATTORNEY Know all men by these presents, that each person whose signature appears below constitutes and appoints John Campbell Carruth and Christopher L. Ellis, or each of them as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities (including his or her capacity as a director or officer of USFreightways Corporation) to sign any and all amendments and post- effective amendments to this Registration Statement (including registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933 and all amendments thereto) and to file the same, with all exhibits hereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date /s/ Daniel Para President January 31, 2000 - ------------------------------- (Principal Executive Officer) Daniel Para /s/ Gerald H. Post Vice President and Treasurer January 31, 2000 - ------------------------------- (Principal Financial and Accounting Officer) Gerald H. Post /s/ Richard C. Pagano Director January 31, 2000 - ------------------------------- Richard C. Pagano
II-4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rosemont, State of Illinois, on the 31st day of January, 2000. DDE INVESTORS, LLC By: /s/ David L. McGowan -------------------------- David L. McGowan President and Sole Member POWER OF ATTORNEY Know all men by these presents, that each person whose signature appears below constitutes and appoints John Campbell Carruth and Christopher L. Ellis, or each of them as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities (including his or her capacity as a director or officer of USFreightways Corporation) to sign any and all amendments and post- effective amendments to this Registration Statement (including registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933 and all amendments thereto) and to file the same, with all exhibits hereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date /s/ David L. McGowan President and Sole Member January 31, 2000 - ----------------------------- (Principal Executive Officer) David L. McGowan /s/ Christopher L. Ellis Vice President and Treasurer January 31, 2000 - ----------------------------- (Principal Financial and Accounting Officer) Christopher L. Ellis
II-5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rosemont, State of Illinois, on the 31st day of January, 2000. G.M.T. SERVICES, INC. By: /s/ David L. McGowan -------------------- David L. McGowan President and Chief Executive Officer POWER OF ATTORNEY Know all men by these presents, that each person whose signature appears below constitutes and appoints John Campbell Carruth and Christopher L. Ellis, or each of them as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities (including his or her capacity as a director or officer of USFreightways Corporation) to sign any and all amendments and post- effective amendments to this Registration Statement (including registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933 and all amendments thereto) and to file the same, with all exhibits hereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date /s/ David L. McGowan President, Chief Executive Officer and January 31, 2000 - ------------------------------- Director (Principal Executive Officer) David L. McGowan /s/ Ronald E. Plummer Vice President January 31, 2000 - ------------------------------- (Principal Financial and Accounting Officer) Ronald E. Plummer /s/ Christopher L. Ellis Director January 31, 2000 - ------------------------------- Christopher L. Ellis /s/ John Campbell Carruth Director January 31, 2000 - ------------------------------- John Campbell Carruth
II-6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rosemont, State of Illinois, on the 31st day of January, 2000. IMUA HANDLING CORPORATION By: /s/ Richard Takashima --------------------- Richard Takashima, President POWER OF ATTORNEY Know all men by these presents, that each person whose signature appears below constitutes and appoints John Campbell Carruth and Christopher L. Ellis, or each of them as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities (including his or her capacity as a director or officer of USFreightways Corporation) to sign any and all amendments and post- effective amendments to this Registration Statement (including registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933 and all amendments thereto) and to file the same, with all exhibits hereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date /s/ Richard Takashima President and Director January 31, 2000 - ----------------------------- (Principal Executive Officer) Richard Takashima /s/ Gerald H. Post Senior Vice President, Treasurer and Director January 31, 2000 - ----------------------------- (Principal Financial and Accounting Officer) Gerald H. Post
II-7 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rosemont, State of Illinois, on the 31st day of January, 2000. TRI-STAR TRANSPORTATION, INC. By: /s/ David L. McGowan -------------------- David L. McGowan, Chief Executive Officer POWER OF ATTORNEY Know all men by these presents, that each person whose signature appears below constitutes and appoints John Campbell Carruth and Christopher L. Ellis, or each of them as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities (including his or her capacity as a director or officer of USFreightways Corporation) to sign any and all amendments and post- effective amendments to this Registration Statement (including registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933 and all amendments thereto) and to file the same, with all exhibits hereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date /s/ David L. McGowan Chief Executive Officer and Director January 31, 2000 - ------------------------------- (Principal Executive Officer) David L. McGowan /s/ Robert B. Wallace Vice President and Director January 31, 2000 - ------------------------------- (Principal Financial and Accounting Officer) Robert B. Wallace /s/ Christopher L. Ellis Director January 31, 2000 - ------------------------------- Christopher L. Ellis
II-8 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rosemont, State of Illinois, on the 31st day of January, 2000. USF BESTWAY INC. By: /s/ Robert V. Fasso ------------------- Robert V. Fasso President and Chief Executive Officer POWER OF ATTORNEY Know all men by these presents, that each person whose signature appears below constitutes and appoints John Campbell Carruth and Christopher L. Ellis, or each of them as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities (including his or her capacity as a director or officer of USFreightways Corporation) to sign any and all amendments and post- effective amendments to this Registration Statement (including registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933 and all amendments thereto) and to file the same, with all exhibits hereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date /s/ Robert V. Fasso President, Chief Executive Officer and January 31, 2000 - ------------------------------- Director (Principal Executive Officer) Robert V. Fasso /s/ Jeffrey A. Hale Vice President, Treasurer January 31, 2000 - ------------------------------- (Principal Financial and Accounting Officer) Jeffrey A. Hale /s/ John Campbell Carruth Director January 31, 2000 - ------------------------------- John Campbell Carruth /s/ Christopher L. Ellis Director January 31, 2000 - ------------------------------- Christopher L. Ellis
II-9 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rosemont, State of Illinois, on the 31st day of January, 2000. USF BESTWAY LEASING INC. By: /s/ Robert V. Fasso ------------------- Robert V. Fasso President and Chief Executive Officer POWER OF ATTORNEY Know all men by these presents, that each person whose signature appears below constitutes and appoints John Campbell Carruth and Christopher L. Ellis, or each of them as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities (including his or her capacity as a director or officer of USFreightways Corporation) to sign any and all amendments and post- effective amendments to this Registration Statement (including registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933 and all amendments thereto) and to file the same, with all exhibits hereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date /s/ Robert V. Fasso President, Chief Executive Officer and January 31, 2000 - ----------------------------- Director (Principal Executive Officer) Robert V. Fasso /s/ Jeffrey A. Hale Vice President, Treasurer and Director January 31, 2000 - ----------------------------- (Principal Financial and Accounting Officer) Jeffrey A. Hale
II-10 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rosemont, State of Illinois, on the 31st day of January, 2000. USF CARIBBEAN SERVICES INC. By: /s/ Gerald Post --------------- Gerald Post President POWER OF ATTORNEY Know all men by these presents, that each person whose signature appears below constitutes and appoints John Campbell Carruth and Christopher L. Ellis, or each of them as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities (including his or her capacity as a director or officer of USFreightways Corporation) to sign any and all amendments and post- effective amendments to this Registration Statement (including registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933 and all amendments thereto) and to file the same, with all exhibits hereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date /s/ Gerald Post President January 31, 2000 - ----------------------------- (Principal Executive Officer) Gerald Post /s/ Christopher L. Ellis Vice President, Treasurer and Director January 31, 2000 - ----------------------------- (Principal Financial and Accounting Officer) Christopher L. Ellis /s/ John Campbell Carruth Director January 31, 2000 - ----------------------------- John Campbell Carruth
II-11 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rosemont, State of Illinois, on the 31st day of January, 2000. USF COAST CONSOLIDATORS INC. By: /s/ Gerald Post --------------- Gerald Post President POWER OF ATTORNEY Know all men by these presents, that each person whose signature appears below constitutes and appoints John Campbell Carruth and Christopher L. Ellis, or each of them as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities (including his or her capacity as a director or officer of USFreightways Corporation) to sign any and all amendments and post- effective amendments to this Registration Statement (including registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933 and all amendments thereto) and to file the same, with all exhibits hereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date /s/ Gerald Post President January 31, 2000 - ----------------------------- (Principal Executive Officer) Gerald Post /s/ Christopher L. Ellis Vice President, Treasurer and Director January 31, 2000 - ----------------------------- (Principal Financial and Accounting Officer) Christopher L. Ellis /s/ John Campbell Carruth Director January 31, 2000 - ----------------------------- John Campbell Carruth
II-12 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rosemont, State of Illinois, on the 31st day of January, 2000. USF DISTRIBUTION SERVICES INC. By: /s/ Thomas A. Lilly ------------------- Thomas A. Lilly President and Chief Executive Officer POWER OF ATTORNEY Know all men by these presents, that each person whose signature appears below constitutes and appoints John Campbell Carruth and Christopher L. Ellis, or each of them as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities (including his or her capacity as a director or officer of USFreightways Corporation) to sign any and all amendments and post- effective amendments to this Registration Statement (including registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933 and all amendments thereto) and to file the same, with all exhibits hereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date /s/ Thomas A. Lilly President, Chief Executive Officer and Director January 31, 2000 - ------------------------------- (Principal Executive Officer) Thomas A. Lilly /s/ Donald Kolczak Vice President, Finance January 31, 2000 - ------------------------------- (Principal Financial and Accounting Officer) Donald Kolczak /s/ John Campbell Carruth Director January 31, 2000 - ------------------------------- John Campbell Carruth /s/ Christopher L. Ellis Director January 31, 2000 - ------------------------------- Christopher L. Ellis
II-13 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rosemont, State of Illinois, on the 31st day of January, 2000. USF DISTRIBUTION SERVICES OF TEXAS INC. By: /s/ Thomas A. Lilly -------------------- Thomas A. Lilly, President and Chief Executive Officer POWER OF ATTORNEY Know all men by these presents, that each person whose signature appears below constitutes and appoints John Campbell Carruth and Christopher L. Ellis, or each of them as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities (including his or her capacity as a director or officer of USFreightways Corporation) to sign any and all amendments and post- effective amendments to this Registration Statement (including registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933 and all amendments thereto) and to file the same, with all exhibits hereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date /s/ Thomas A. Lilly President, Chief Executive Officer and Director January 31, 2000 - ------------------------------- (Principal Executive Officer) Thomas A. Lilly /s/ Donald Kolczak Vice President, Finance January 31, 2000 - ------------------------------- (Principal Financial and Accounting Officer) Donald Kolczak /s/ Douglas E. Christensen Director January 31, 2000 - ------------------------------- Douglas E. Christensen /s/ Robert S. Owen Director January 31, 2000 - ------------------------------- Robert S. Owen
II-14 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rosemont, State of Illinois, on the 31st day of January, 2000. USF DUGAN INC. By: /s/ Robert V. Fasso ------------------- Robert V. Fasso President and Chief Executive Officer POWER OF ATTORNEY Know all men by these presents, that each person whose signature appears below constitutes and appoints John Campbell Carruth and Christopher L. Ellis, or each of them as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities (including his or her capacity as a director or officer of USFreightways Corporation) to sign any and all amendments and post- effective amendments to this Registration Statement (including registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933 and all amendments thereto) and to file the same, with all exhibits hereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date /s/ Robert V. Fasso President, Chief Executive Officer Director January 31, 2000 - ----------------------------- (Principal Executive Officer) Robert V. Fasso /s/ Gary Pruden Vice President, Treasurer January 31, 2000 - ----------------------------- (Principal Financial and Accounting Officer) Gary Pruden /s/ John Campbell Carruth Director January 31, 2000 - ----------------------------- John Campbell Carruth /s/ Christopher L. Ellis Director January 31, 2000 - ----------------------------- Christopher L. Ellis
II-15 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rosemont, State of Illinois, on the 31st day of January, 2000. USF GLEN MOORE INC. By: /s/ David L. McGowan -------------------- David L. McGowan President and Chief Executive Officer POWER OF ATTORNEY Know all men by these presents, that each person whose signature appears below constitutes and appoints John Campbell Carruth and Christopher L. Ellis, or each of them as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities (including his or her capacity as a director or officer of USFreightways Corporation) to sign any and all amendments and post- effective amendments to this Registration Statement (including registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933 and all amendments thereto) and to file the same, with all exhibits hereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date /s/ David L. McGowan President, Chief Executive Officer and Director January 31, 2000 - ----------------------------- (Principal Executive Officer) David L. McGowan /s/ Robert B. Wallace Vice President and Director January 31, 2000 - ----------------------------- (Principal Financial and Accounting Officer) Robert B. Wallace /s/ John Campbell Carruth Director January 31, 2000 - ----------------------------- John Campbell Carruth /s/ Christopher L. Ellis Director January 31, 2000 - ----------------------------- Christopher L. Ellis
II-16 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rosemont, State of Illinois, on the 31st day of January, 2000. USF HOLLAND INC. By: /s/ Peter B. Neydon ------------------- Peter B. Neydon President and Chief Executive Officer POWER OF ATTORNEY Know all men by these presents, that each person whose signature appears below constitutes and appoints John Campbell Carruth and Christopher L. Ellis, or each of them as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities (including his or her capacity as a director or officer of USFreightways Corporation) to sign any and all amendments and post- effective amendments to this Registration Statement (including registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933 and all amendments thereto) and to file the same, with all exhibits hereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date /s/ Peter B. Neydon President, Chief Executive Officer and Director January 31, 2000 - ----------------------------- (Principal Executive Officer) Peter B. Neydon /s/ Stephen J. Wonch Vice President, Finance & Treasurer January 31, 2000 - ----------------------------- (Principal Financial and Accounting Officer) Stephen J. Wonch /s/ John Campbell Carruth Director January 31, 2000 - ----------------------------- John Campbell Carruth /s/ Christopher L. Ellis Director January 31, 2000 - ----------------------------- Christopher L. Ellis
II-17 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rosemont, State of Illinois, on the 31st day of January, 2000. USF LOGISTICS (IMC) INC. By: /s/ Douglas E. Christensen -------------------------- Douglas E. Christensen Chairman and Chief Executive Officer POWER OF ATTORNEY Know all men by these presents, that each person whose signature appears below constitutes and appoints John Campbell Carruth and Christopher L. Ellis, or each of them as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities (including his or her capacity as a director or officer of USFreightways Corporation) to sign any and all amendments and post- effective amendments to this Registration Statement (including registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933 and all amendments thereto) and to file the same, with all exhibits hereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date /s/ Douglas E. Christensen Chairman, Chief Executive Officer and Director January 31, 2000 - ----------------------------- (Principal Executive Officer) Douglas E. Christensen /s/ Richard Nusser Vice President January 31, 2000 - ----------------------------- (Principal Financial and Accounting Officer) Richard Nusser /s/ John Campbell Carruth Director January 31, 2000 - ----------------------------- John Campbell Carruth /s/ Christopher L. Ellis Director January 31, 2000 - ----------------------------- Christopher L. Ellis /s/ Larry Pittman Director January 31, 2000 - ----------------------------- Larry Pittman
II-18 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rosemont, State of Illinois, on the 31st day of January, 2000. USF LOGISTICS (TRICOR) INC. By: /s/ Douglas E. Christensen -------------------------- Douglas E. Christensen Chairman and Chief Executive Officer POWER OF ATTORNEY Know all men by these presents, that each person whose signature appears below constitutes and appoints John Campbell Carruth and Christopher L. Ellis, or each of them as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities (including his or her capacity as a director or officer of USFreightways Corporation) to sign any and all amendments and post- effective amendments to this Registration Statement (including registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933 and all amendments thereto) and to file the same, with all exhibits hereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date /s/ Douglas E. Christensen Chairman, Chief Executive Officer and Director January 31, 2000 - ----------------------------- (Principal Executive Officer) Douglas E. Christensen /s/ Richard Nusser Vice President January 31, 2000 - ----------------------------- (Principal Financial and Accounting Officer) Richard Nusser /s/ John Campbell Carruth Director January 31, 2000 - ----------------------------- John Campbell Carruth /s/ Christopher L. Ellis Director January 31, 2000 - ----------------------------- Christopher L. Ellis /s/ Larry Pittman Director January 31, 2000 - ----------------------------- Larry Pittman
II-19 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rosemont, State of Illinois, on the 31st day of January, 2000. USF LOGISTICS INC. By: /s/ Douglas E. Christensen -------------------------- Douglas E. Christensen President and Chief Executive Officer POWER OF ATTORNEY Know all men by these presents, that each person whose signature appears below constitutes and appoints John Campbell Carruth and Christopher L. Ellis, or each of them as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities (including his or her capacity as a director or officer of USFreightways Corporation) to sign any and all amendments and post- effective amendments to this Registration Statement (including registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933 and all amendments thereto) and to file the same, with all exhibits hereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date /s/ Douglas E. Christensen President and Chief Executive Officer January 31, 2000 - ----------------------------- (Principal Executive Officer) Douglas E. Christensen /s/ Robert Dohse Vice President and Chief Financial Officer January 31, 2000 - ----------------------------- (Principal Financial and Accounting Officer) Robert Dohse /s/ John Campbell Carruth Director January 31, 2000 - ----------------------------- John Campbell Carruth /s/ Christopher L. Ellis Director January 31, 2000 - ----------------------------- Christopher L. Ellis /s/ Robert S. Owen Director January 31, 2000 - ----------------------------- Robert S. Owen
II-20 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rosemont, State of Illinois, on the 31st day of January, 2000. USF LOGISTICS SERVICES INC. By: /s/ Douglas E. Christensen -------------------------- Douglas E. Christensen President and Chief Executive Officer POWER OF ATTORNEY Know all men by these presents, that each person whose signature appears below constitutes and appoints John Campbell Carruth and Christopher L. Ellis, or each of them as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities (including his or her capacity as a director or officer of USFreightways Corporation) to sign any and all amendments and post- effective amendments to this Registration Statement (including registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933 and all amendments thereto) and to file the same, with all exhibits hereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date /s/ Douglas E. Christensen President, Chief Executive Officer and Director January 31, 2000 - ---------------------------- (Principal Executive Officer) Douglas E. Christensen /s/ Robert Dohse Vice President and Chief Financial Officer January 31, 2000 --------------------------- (Principal Financial and Accounting Officer) Robert Dohse /s/ Christopher L. Ellis Director January 31, 2000 - ---------------------------- Christopher L. Ellis /s/ Robert S. Owen Director January 31, 2000 - ---------------------------- Robert S. Owen
II-21 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rosemont, State of Illinois, on the 31st day of January, 2000. USF PROCESSORS INC. By: /s/ Kevin Sheehan ----------------- Kevin Sheehan President and Chief Executive Officer POWER OF ATTORNEY Know all men by these presents, that each person whose signature appears below constitutes and appoints John Campbell Carruth and Christopher L. Ellis, or each of them as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities (including his or her capacity as a director or officer of USFreightways Corporation) to sign any and all amendments and post- effective amendments to this Registration Statement (including registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933 and all amendments thereto) and to file the same, with all exhibits hereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date /s/ Kevin Sheehan President, Chief Executive Officer and Director January 31, 2000 - ---------------------------- (Principal Executive Officer) Kevin Sheehan /s/ Donald Venhaus Vice President and Treasurer January 31, 2000 - ---------------------------- (Principal Financial and Accounting Officer) Donald Venhaus /s/ Douglas E. Christensen Director January 31, 2000 - ---------------------------- Douglas E. Christensen /s/ Robert Dohse Director January 31, 2000 - ------------------------------- Robert Dohse
II-22 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rosemont, State of Illinois, on the 31st day of January, 2000. USF PROCESSORS TRADING INC. By: /s/ Kevin Sheehan ----------------- Kevin Sheehan President and Chief Executive Officer POWER OF ATTORNEY Know all men by these presents, that each person whose signature appears below constitutes and appoints John Campbell Carruth and Christopher L. Ellis, or each of them as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities (including his or her capacity as a director or officer of USFreightways Corporation) to sign any and all amendments and post- effective amendments to this Registration Statement (including registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933 and all amendments thereto) and to file the same, with all exhibits hereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date /s/ Kevin Sheehan President, Chief Executive Officer and Director January 31, 2000 - ---------------------------- (Principal Executive Officer) Kevin Sheehan /s/ Donald Venhaus Vice President and Treasurer January 31, 2000 - ---------------------------- (Principal Financial and Accounting Officer) Donald Venhaus /s/ Douglas E. Christensen Director January 31, 2000 - ---------------------------- Douglas E. Christensen /s/ Robert Dohse Director January 31, 2000 - ------------------------------- Robert Dohse
II-23 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rosemont, State of Illinois, on the 31st day of January, 2000. USF PROPERTIES NEW JERSEY INC. By: /s/ John Campbell Carruth ------------------------- John Campbell Carruth President POWER OF ATTORNEY Know all men by these presents, that each person whose signature appears below constitutes and appoints John Campbell Carruth and Christopher L. Ellis, or each of them as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities (including his or her capacity as a director or officer of USFreightways Corporation) to sign any and all amendments and post- effective amendments to this Registration Statement (including registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933 and all amendments thereto) and to file the same, with all exhibits hereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date /s/ John Campbell Carruth President and Director January 31, 2000 - ---------------------------- (Principal Executive Officer) John Campbell Carruth /s/ Christopher L. Ellis Vice President, Finance, Treasurer and Director January 31, 2000 - ---------------------------- (Principal Financial and Accounting Officer) Christopher L. Ellis /s/ Robert S. Owen Director January 31, 2000 - ------------------------------- Robert S. Owen
II-24 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rosemont, State of Illinois, on the 31st day of January, 2000. USF REDDAWAY INC. By: /s/ Jared J. McArthur --------------------- Jared J. McArthur President and Chief Executive Officer POWER OF ATTORNEY Know all men by these presents, that each person whose signature appears below constitutes and appoints John Campbell Carruth and Christopher L. Ellis, or each of them as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities (including his or her capacity as a director or officer of USFreightways Corporation) to sign any and all amendments and post- effective amendments to this Registration Statement (including registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933 and all amendments thereto) and to file the same, with all exhibits hereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date /s/ Jared J. McArthur President, Chief Executive Officer and Director January 31, 2000 - ---------------------------- (Principal Executive Officer) Jared J. McArthur /s/ Jeffrey Skoczylas Vice President, Chief Financial Officer January 31, 2000 - ---------------------------- (Principal Financial and Accounting Officer) Jeffrey Skoczylas /s/ John Campbell Carruth Director January 31, 2000 - ---------------------------- John Campbell Carruth /s/ Christopher L. Ellis Director January 31, 2000 - ---------------------------- Christopher L. Ellis
II-25 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rosemont, State of Illinois, on the 31st day of January, 2000. USF RED STAR INC. By: /s/ J. Bradley Jones -------------------- J. Bradley Jones Chief Executive Officer POWER OF ATTORNEY Know all men by these presents, that each person whose signature appears below constitutes and appoints John Campbell Carruth and Christopher L. Ellis, or each of them as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities (including his or her capacity as a director or officer of USFreightways Corporation) to sign any and all amendments and post- effective amendments to this Registration Statement (including registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933 and all amendments thereto) and to file the same, with all exhibits hereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date /s/ J. Bradley Jones Chief Executive Officer January 31, 2000 - ---------------------------- (Principal Executive Officer) J. Bradley Jones /s/ John O'Sullivan Vice President, Financial and Treasurer January 31, 2000 - ---------------------------- (Principal Financial and Accounting Officer) John O'Sullivan /s/ John Campbell Carruth Director January 31, 2000 - ------------------------------- John Campbell Carruth /s/ Christopher L. Ellis Director January 31, 2000 - ------------------------------- Christopher L. Ellis /s/ Robert S. Owen Director January 31, 2000 - ------------------------------- Robert S. Owen
II-26 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rosemont, State of Illinois, on the 31st day of January, 2000. USF SALES CORPORATION By: /s/ John Campbell Carruth ------------------------- John Campbell Carruth President and Chief Executive Officer POWER OF ATTORNEY Know all men by these presents, that each person whose signature appears below constitutes and appoints John Campbell Carruth and Christopher L. Ellis, or each of them as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities (including his or her capacity as a director or officer of USFreightways Corporation) to sign any and all amendments and post- effective amendments to this Registration Statement (including registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933 and all amendments thereto) and to file the same, with all exhibits hereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date /s/ John Campbell Carruth President, Chief Executive Officer and Director January 31, 2000 - ---------------------------- (Principal Executive Officer) John Campbell Carruth /s/ Christopher L. Ellis Vice President, Finance, Treasurer and Director January 31, 2000 - ---------------------------- (Principal Financial and Accounting Officer) Christopher L. Ellis /s/ Robert S. Owen Director January 31, 2000 - ---------------------------- Robert S. Owen
II-27 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rosemont, State of Illinois, on the 31st day of January, 2000. USF WORLDWIDE (PUERTO RICO) INC. By: /s/ Thomas Vincent ------------------ Thomas Vincent, President POWER OF ATTORNEY Know all men by these presents, that each person whose signature appears below constitutes and appoints John Campbell Carruth and Christopher L. Ellis, or each of them as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities (including his or her capacity as a director or officer of USFreightways Corporation) to sign any and all amendments and post- effective amendments to this Registration Statement (including registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933 and all amendments thereto) and to file the same, with all exhibits hereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date /s/ Thomas Vincent President January 31, 2000 - ---------------------------- (Principal Executive Officer) Thomas Vincent /s/ Gerald H. Post Senior Vice President and Treasurer January 31, 2000 - ---------------------------- (Principal Financial and Accounting Officer) Gerald H. Post /s/ Richard C. Pagano Director January 31, 2000 - ------------------------------- Richard C. Pagano
II-28 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rosemont, State of Illinois, on the 31st day of January, 2000. USF WORLDWIDE INC. By: /s/ Daniel Para --------------- Daniel Para President POWER OF ATTORNEY Know all men by these presents, that each person whose signature appears below constitutes and appoints John Campbell Carruth and Christopher L. Ellis, or each of them as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities (including his or her capacity as a director or officer of USFreightways Corporation) to sign any and all amendments and post- effective amendments to this Registration Statement (including registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933 and all amendments thereto) and to file the same, with all exhibits hereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date /s/ Daniel Para President and Director January 31, 2000 - ---------------------------- (Principal Executive Officer) Daniel Para /s/ Timothy McCann Vice President, Finance January 31, 2000 - ---------------------------- (Principal Financial and Accounting Officer) Timothy McCann /s/ John Campbell Carruth Director January 31, 2000 - ------------------------------- John Campbell Carruth /s/ Christopher L. Ellis Director January 31, 2000 - ------------------------------- Christopher L. Ellis
II-29 EXHIBIT INDEX
Exhibit Number Description of Exhibit 1.1 Form of Underwriting Agreement 3.1 Amended and Restated Certificate of Incorporation of USFreightways Corporation (incorporated by reference from Exhibit 3.1 to USFreightways Corporation's Transition Report on Form 10-K, from June 29, 1991 to December 28, 1991 (File No. 0-19791)) 3.2 Certificate of Designation for Series A Junior Participating Cumulative Preferred Stock (incorporated by reference from Exhibit 3(a) to USFreightways Corporation's Annual Report on Form 10-K for the year ended January 1, 1994 (File No. 0- 19791)) 3.3 Certificate of Amendment of Restated Certificate of Incorporation of USFreightways Corporation (incorporated by reference from Exhibit 3(i) to USFreightways Corporation's Report on Form 10-Q for the quarter ended June 29, 1996 (File No. 0-19791)) 3.4 Bylaws of USFreightways Corporation, as restated January 23, 1998 (incorporated by reference from Exhibit 3(b) to USFreightways Corporation's Annual Report on Form 10-K for the year ended January 3, 1998 (File No. 0-19791)) 4.4 Indenture, dated as of May 5, 1999, among USFreightways Corporation, the Guarantors named therein and Bank One, Michigan, as Trustee (as the successor-in-interest to NBD Bank) (incorporated by reference from Exhibit 4.1 to USFreightways Corporation's Current Report on Form 8-K, filed on May 11, 1999 (File No. 0-19791)) 4.5 First Supplemental Indenture 4.6 Form of USFreightways Corporation Officers' Certificate setting forth the terms of the debt securities (incorporated by reference from Exhibit 4.5 to USFreightways Corporation's Registration Statement on Form S-3, filed on April 13, 1999 (File No. 333-76217)) 4.7 Form of Subsidiary Guarantee (incorporated by reference from Exhibit 4.6 to USFreightways Corporation's Amendment No. 2 to Registration Statement on Form S-3, filed on April 29, 1999 (File No. 333-76217)) 5.1 Opinion of Sachnoff & Weaver, Ltd. 12.1 Computation of Ratio of Earnings to Fixed Charges 23.1 Consent of Arthur Andersen LLP 23.2 Consent of KPMG LLP 23.3 Consent of Sachnoff & Weaver, Ltd. (included in Exhibit 5.1) 24.1 Powers of Attorney for the Company and the Subsidiary Guarantors (included on signature pages) 25.1 Statement of Eligibility on Form T-1 of Bank One, Michigan (as the successor-in-interest to NBD Bank) (incorporated by reference from Exhibit 25.1 to USFreightways Corporation's Registration Statement on Form S-3, filed on April 13, 1999 (File No. 333-76217)
EX-1.1 2 UNDERWRITING AGREEMENT EXHIBIT 1.1 USFREIGHTWAYS CORPORATION UNDERWRITING AGREEMENT ---------------------- 1. Introductory. USFreightways Corporation, a Delaware corporation ("Company"), proposes to issue and sell from time to time certain of its unsecured debt securities registered under the registration statement referred to in Section 2(a) (the "Debt Securities"). The Debt Securities and Guarantees (as defined below) will be issued under an indenture, dated as of May 5, 1999 ("Indenture"), among the Company, the Guarantors (as defined below) and Bank One, as Trustee, in one or more series, which series may vary as to interest rates, maturities, redemption provisions, selling prices and other terms, with all such terms for any particular series of the Debt Securities being determined at the time of sale. The Debt Securities will be fully and unconditionally guaranteed on a senior basis pursuant to the terms of the Indenture (the "Guarantees" and together with the Debt Securities, the "Registered Securities") by the persons listed on Schedule B to the Terms Agreement (each a "Guarantor," and collectively, the "Guarantors"). Particular series of the Registered Securities will be sold pursuant to a Terms Agreement referred to in Section 3, for resale in accordance with terms of offering determined at the time of sale. The term "Indenture," as used herein, includes (a) the Officers' Certificate (as defined in the Indenture) establishing the form and terms of the Debt Securities pursuant to Sections 102 and 301 of the Indenture and (b) any amendments or supplements to the Indenture. The Registered Securities involved in any such offering are hereinafter referred to as the "Offered Securities". The firm or firms which agree to purchase the Offered Securities are hereinafter referred to as the "Underwriters" of such securities, and the representative or representatives of the Underwriters, if any, specified in a Terms Agreement referred to in Section 3 are hereinafter referred to as the "Representatives"; provided, however, that if the Terms Agreement does not specify any representative of the Underwriters, the term "Representatives", as used in this Agreement (other than in Sections 2(b), 5(c) and 6 and the second sentence of Section 3), shall mean the Underwriters. 2. Representations and Warranties of the Company and the Guarantors. The Company and the Guarantors, jointly and severally, as of the date of each Terms Agreement referred to in Section 3, represent and warrant to, and agree with, each Underwriter that: (a) The Company meets the requirements for use of Form S-3 under the Securities Act of 1933, as amended (the "Act"). A registration statement (No. 333- ), including a prospectus, relating to the Registered Securities has been filed with the Securities and Exchange Commission ("Commission") and has become effective under the Act, no stop order suspending the effectiveness of the registration statement has been issued under the Act, no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. Such registration statement, as amended at the time of any Terms Agreement referred to in Section 3, is hereinafter referred to as the "Registration Statement", and the prospectus included in such Registration Statement, as supplemented as contemplated by Section 3 to reflect the terms of the Offered Securities and the terms of offering thereof, as first filed with the Commission pursuant to and in accordance with Rule 424(b) ("Rule 424(b)") under the Act, including all material incorporated by reference therein, is hereinafter referred to as the "Prospectus". No document has been or will be prepared or distributed in reliance on Rule 434 under the Act. (b) On the effective date of the Registration Statement relating to the Registered Securities, such Registration Statement conformed in all respects to the requirements of the Act, the Trust Indenture Act of 1939 ("Trust Indenture Act") and the rules and regulations of the Commission ("Rules and Regulations") and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and on the date of each Terms Agreement referred to in Section 3, the Registration Statement and the Prospectus will conform in all respects to the requirements of the Act, the Trust Indenture Act and the Rules and Regulations, and neither of such documents will include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, except that the foregoing does not apply to statements in or omissions from any of such documents based upon written information furnished to the Company by any Underwriter through the Representatives, if any, specifically for use therein. (c) Each Prospectus delivered to the Underwriters for use in connection with any Terms Agreement will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to its electronic data gathering, analysis and retrieval system. (d) The documents incorporated or deemed to be incorporated by reference in the Registration Statement or the Prospectus, at the time they were filed with the Commission, complied and will comply in all material respects with the requirements of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and the Rules and Regulations thereunder. (e) There are no contracts or documents that are required to be described in the Registration Statement or the documents incorporated by reference therein or to be filed as exhibits thereto that have not been so described and filed as required. (f) The Company has been duly incorporated and is an existing corporation in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own, lease and operate its properties and conduct its business as described in the Registration Statement and the Prospectus and to enter into and perform its obligations under the Terms Agreement (including the provisions of this Agreement); the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification; the shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; and none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company. 2 (g) Each Guarantor has been duly incorporated and is an existing corporation in good standing under the laws of the jurisdiction of its incorporation, with power and authority (corporate and other) to own, lease and operate its properties and conduct its business as described in the Registration Statement; each Guarantor has the power and authority (corporate or other) to enter into and perform its obligations under the Terms Agreement (including the provisions of this Agreement); each Guarantor is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification; all of the issued and outstanding capital stock of each Guarantor has been duly authorized and validly issued and is fully paid and nonassessable and is owned by the Company, directly or through subsidiaries, free and clear from any security interest, mortgage, pledge, lien, encumbrance, claim or equity; and none of the outstanding shares of capital stock of any subsidiary was issued in violation of the preemptive or similar rights of any securityholder of any subsidiary. The only subsidiaries of the Company are (i) the Guarantors and (ii) certain other subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a "significant subsidiary" as defined in Rule 1-02 of Regulation S-X. (h) The Indenture has been duly authorized by the Company and each Guarantor and has been duly qualified under the Trust Indenture Act; the Offered Securities have been duly authorized by the Company and each of the Guarantors; and when the Offered Securities are delivered and paid for pursuant to the Terms Agreement on the Closing Date (as defined in Section 3) or pursuant to Delayed Delivery Contracts (as hereinafter defined), the Indenture will have been duly executed and delivered and will conform to the description thereof contained in the Prospectus, such Offered Securities will have been duly executed, authenticated, issued and delivered and will conform to the description thereof contained in the Prospectus, and the Indenture and such Offered Securities will constitute valid and legally binding obligations, respectively, of the Company and the Guarantors, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. (i) No consent, approval, authorization, license, registration, qualification, decree of, order of, or filing with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by the Terms Agreement (including the provisions of this Agreement) in connection with the issuance and sale of the Offered Securities by the Company and the Guarantors, or for the due execution, delivery or performance of the Indenture by the Company and the Guarantors, except such as have been obtained and made under the Act and the Trust Indenture Act and such as may be required under state securities laws. (j) Except as disclosed in the Prospectus, the Company and its subsidiaries have good and marketable title to all real properties and all other properties and assets owned by them, in each case free from liens, encumbrances and defects that would materially affect the value thereof or materially interfere with the use made or to be made thereof by them or, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a material adverse effect on the condition (financial or other), 3 business, properties or results of operations of the Company and its subsidiaries taken as a whole ("Material Adverse Effect"); and except as disclosed in the Prospectus, the Company and its subsidiaries hold any leased real or personal property under valid and enforceable leases and neither the Company nor any subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased premises under any such lease that would materially interfere with the use made or to be made thereof by them. (k) Neither the Company nor any of the Guarantors is in violation of its charter or by-laws; neither the Company nor any of the Guarantors is in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of the Guarantors is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any Guarantor is subject (collectively, "Agreements and Instruments") except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of the Terms Agreement (including the provisions of this Agreement), any Delayed Delivery Contracts, the Indenture and the Offered Securities and the consummation of and compliance with the transactions contemplated thereby and in the Registration Statement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Guarantor pursuant to the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in a violation of the provisions of the charter or by-laws of the Company or any Guarantor. As used herein, a "Repayment Event" means any event or condition that gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Guarantor. (l) The execution, delivery and performance of the Indenture, the Terms Agreement (including the provisions of this Agreement) and any Delayed Delivery Contracts and the issuance and sale of the Offered Securities and compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, any applicable law, statute, rule, regulation, judgment, order, writ, decree or order of any governmental agency or body or any court, domestic or foreign, including, without limitation, the Federal Highway Administration ("FHA"), the United States Department of Transportation ("DOT") or any applicable state highway and transportation agency, having jurisdiction over the Company or any Guarantor of the Company or any of their properties, assets or any agreement or instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound or to which any of the properties or assets of the Company or any Guarantor is subject, or the charter or by-laws of the Company or any Guarantor. 4 (m) The Terms Agreement (including the provisions of this Agreement) and any Delayed Delivery Contracts have been duly authorized, executed and delivered by the Company and the Guarantors. (n) The Company and its subsidiaries possess such permits, licenses, approvals, consents, certificates and other authorizations (collectively, "Governmental Licenses") issued by appropriate federal, state, local or foreign regulatory agencies or bodies, including, without limitation, the FHA, the DOT and any applicable state highway and transportation agencies, that are necessary to conduct the business now operated by them; the Company and its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where failure so to comply would not individually or in the aggregate, have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have a Material Adverse Effect; and neither the Company nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses that individually or in the aggregate, if the subject of any unfavorable decision, ruling or finding, would result in a Material Adverse Effect. (o) No labor dispute with the employees of the Company or any subsidiary exists or, to the knowledge of the Company or the Guarantors, is imminent that might have a Material Adverse Effect and neither the Company nor any Guarantor is aware of any existing or imminent labor disturbance by the employees of any of its or any Guarantor's principle suppliers, manufacturers, customers or contracts which may reasonably be expected to result in a Material Adverse Effect. (p) The Company and its subsidiaries own, possess or can acquire on reasonable terms, adequate trademarks, trade names and other rights to inventions, know-how (including trade secrets and other unpatented and/or unpatented proprietary or confidential information, licenses, systems or procedures), patents, patent rights, copyrights, confidential information and other intellectual property (collectively, "intellectual property rights") necessary to conduct the business now operated by them, or presently employed by them, and have not received any notice or is otherwise aware of infringement of or conflict with asserted rights of others with respect to any intellectual property rights or of any facts or circumstances that would render any intellectual property rights invalid or inadequate to protect the interest of the Company or any of its subsidiaries, and that, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a Material Adverse Effect. (q) Except as disclosed in the Prospectus, neither the Company nor any of its subsidiaries is in violation of any statute, any rule, regulation, decision, policy or order of any governmental agency or body or any court or any interpretation thereof, domestic or foreign, relating to the use, disposal or release of hazardous or toxic substances or relating to the protection or restoration of the environment or human exposure to hazardous or toxic substances (collectively, "environmental laws"), owns or operates any real property contaminated with any substance that is subject to any environmental laws, is liable for any off-site disposal or contamination pursuant to any environmental laws, or is subject to any 5 claim relating to any environmental laws, which violation, contamination, liability or claim would individually or in the aggregate have a Material Adverse Effect and neither the Company nor any Guarantor is aware of any pending investigation which might lead to such a claim. (r) Except as disclosed in the Prospectus, there are no pending actions, suits, proceedings, inquiries, or investigations brought before or brought by any court or governmental agency or body, domestic or foreign, including, without limitation, the FHA, the DOT or any applicable state highway and transportation agency, now pending, or, to the knowledge of the Company, threatened, against or affecting the Company, any of its subsidiaries or any of their respective properties or assets that, if determined adversely to the Company or any of its subsidiaries, might reasonably be expected to individually or in the aggregate have a Material Adverse Effect, or might reasonably be expected to materially and adversely affect the ability of the Company or any Guarantor to perform its obligations under the Indenture, the Terms Agreement (including the provisions of this Agreement) or any Delayed Delivery Contracts, or which are otherwise material in the context of the sale of the Offered Securities; no such actions, suits or proceedings are threatened or, to the Company's or any Guarantor's knowledge, contemplated; and the aggregate of all pending legal or governmental proceedings to which the Company or any subsidiary is a party or of which any of their respective properties or assets is the subject that are not described in the Prospectus, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect. (s) The financial statements included in the Registration Statement and Prospectus present fairly the financial position of the Company and its consolidated subsidiaries as of the dates shown and their results of operations and cash flows for the periods shown, and such financial statements have been prepared in conformity with the generally accepted accounting principles in the United States applied on a consistent basis; any schedules included in the Registration Statement present fairly the information required to be stated therein; and, if pro forma financial statements are included in the Registration Statement and Prospectus; the assumptions used in preparing the pro forma financial statements included in the Registration Statement and the Prospectus provide a reasonable basis for presenting the significant effects directly attributable to the transactions or events described therein, the related pro forma adjustments give appropriate effect to those assumptions, and the pro forma columns therein reflect the proper application of those adjustments to the corresponding historical financial statement amounts. (t) The accountants who certified the financial statements and supporting schedules included in the Registration Statement and Prospectus are independent public accountants as required by the Act and the Rules and Regulations thereunder. (u) Except as disclosed in the Prospectus, since the date of the latest audited financial statements included in the Prospectus there has been no material adverse change, nor any development or event involving a prospective material adverse change, in the condition (financial or other), business, properties or results of operations of the Company and its subsidiaries taken as a whole, and, except as disclosed in or contemplated by the 6 Prospectus, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock. (v) The Company and the Guarantors are not and, after giving effect to the offering and sale of the Offered Securities and the application of the proceeds thereof as described in the Prospectus, will not be an "investment company" as defined in the Investment Company Act of 1940. (w) Neither the Company nor any of its affiliates does business with the government of Cuba or with any person or affiliate located in Cuba within the meaning of Section 517.075, Florida Statutes and the Company agrees to comply with such Section if prior to the completion of the distribution of the Offered Securities it commences doing such business. 3. Purchase and Offering of Offered Securities. The obligation of the Underwriters to purchase the Offered Securities will be evidenced by an agreement or exchange of other written communications ("Terms Agreement") at the time the Company determines to sell the Offered Securities. The Terms Agreement will incorporate by reference the provisions of this Agreement, except as otherwise provided therein, and will specify the firm or firms which will be Underwriters, the names of any Representatives, the principal amount to be purchased by each Underwriter, the purchase price to be paid by the Underwriters and the terms of the Offered Securities not already specified in the Indenture, including, but not limited to, interest rate, maturity, any redemption provisions and any sinking fund requirements and whether any of the Offered Securities may be sold to institutional investors pursuant to Delayed Delivery Contracts (as defined below). The Terms Agreement will also specify the time and date of delivery and payment (such time and date, or such other time not later than seven full business days thereafter as the Underwriter first named in the Terms Agreement (the "Lead Underwriter") and the Company agree as the time for payment and delivery, being herein and in the Terms Agreement referred to as the "Closing Date"), the place of delivery and payment and any details of the terms of offering that should be reflected in the prospectus supplement relating to the offering of the Offered Securities. For purposes of Rule 15c6-1 under the Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall be the date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering, other than Contract Securities for which payment of funds and delivery of securities shall be as hereinafter provided. The obligations of the Underwriters to purchase the Offered Securities will be several and not joint. It is understood that the Underwriters propose to offer the Offered Securities for sale as set forth in the Prospectus. If the Terms Agreement provides for sales of Offered Securities pursuant to delayed delivery contracts, the Company authorizes the Underwriters to solicit offers to purchase Offered Securities pursuant to delayed delivery contracts substantially in the form of Annex I attached hereto ("Delayed Delivery Contracts") with such changes therein as the Company may authorize or approve. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. On the Closing Date, the Company will pay, as compensation, to the Representatives for the accounts of the Underwriters, the fee set forth in such Terms Agreement in respect of the principal amount of Offered Securities to be sold pursuant to Delayed Delivery Contracts ("Contract Securities"). The Underwriters will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts. If the Company executes and delivers Delayed Delivery Contracts, the Contract Securities will be deducted from the Offered Securities to be purchased by the several Underwriters and the aggregate principal amount of Offered Securities to be purchased by each Underwriter will be reduced pro rata in proportion to the principal amount of Offered 7 Securities set forth opposite each Underwriter's name in such Terms Agreement, except to the extent that the Lead Underwriter determines that such reduction shall be otherwise than pro rata and so advise the Company. The Company will advise the Lead Underwriter not later than the business day prior to the Closing Date of the principal amount of Contract Securities. If the Terms Agreement specifies "Book-Entry Only" settlement or otherwise states that the provisions of this paragraph shall apply, the Company will deliver against payment of the purchase price the Offered Securities in the form of one or more permanent global securities in definitive form (the "Global Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Offered Securities shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account previously designated by the Company at a bank acceptable to the Lead Underwriter, in each case drawn to the order of at the place of payment specified in the Terms Agreement on the Closing Date, against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securities. 4. Certain Agreements of the Company and the Guarantors. The Company and each Guarantor, jointly and severally, agrees with the several Underwriters that it will furnish to counsel for the Underwriters, one signed copy of the registration statement relating to the Registered Securities, including all exhibits, in the form it became effective and of all amendments thereto and that, in connection with each offering of Offered Securities: (a) The Company will file the Prospectus with the Commission pursuant to and in accordance with Rule 424(b)(2) (or, if applicable and if consented to by the Lead Underwriter, subparagraph (5)) not later than the second business day following the execution and delivery of the Terms Agreement. (b) The Company will advise the Lead Underwriter promptly of any proposal to amend or supplement the Registration Statement or the Prospectus and will afford the Lead Underwriter a reasonable opportunity to comment on any such proposed amendment or supplement; and the Company will also advise the Lead Underwriter promptly of the filing of any such amendment or supplement and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (c) If, at any time when a prospectus relating to the Offered Securities is required to be delivered under the Act in connection with sales by any Underwriter or dealer, any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Act, the Company promptly will notify the Lead Underwriter of such event and will promptly prepare and file with the Commission, at its own expense, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Neither the Lead Underwriter's consent to, nor the Underwriters' delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 5 hereof. 8 (d) As soon as practicable, but not later than 16 months, after the date of each Terms Agreement, the Company will make generally available to its securityholders an earnings statement covering a period of at least 12 months beginning after the later of (i) the effective date of the registration statement relating to the Registered Securities, (ii) the effective date of the most recent post-effective amendment to the Registration Statement to become effective prior to the date of such Terms Agreement and (iii) the date of the Company's most recent Annual Report on Form 10-K filed with the Commission prior to the date of such Terms Agreement, which will satisfy the provisions of Section 11(a) of the Act. (e) The Company will furnish to the Representatives copies of the Registration Statement, including all exhibits, any related preliminary prospectus, any related preliminary prospectus supplement, the Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Lead Underwriter reasonably requests. The Company will pay the expenses of printing and distributing to the Underwriters all such documents. (f) The Company will arrange for the qualification of the Offered Securities for sale and the determination of their eligibility for investment under the laws of such jurisdictions as the Lead Underwriter designates and will continue such qualifications in effect so long as required for the distribution. (g) During the period of five years after the date of any Terms Agreement, the Company will furnish to the Representatives and, upon request, to each of the other Underwriters, if any, as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year; and the Company will furnish to the Representatives (i) as soon as available, a copy of each report and any definitive proxy statement of the Company filed with the Commission under the Securities Exchange Act of 1934 or mailed to stockholders, and (ii) from time to time, such other information concerning the Company as the Lead Underwriter may reasonably request. (h) The Company will pay all expenses incident to the performance of its obligations under the Terms Agreement (including the provisions of this Agreement), for any filing fees or other expenses (including fees and disbursements of counsel) in connection with qualification of the Registered Securities for sale and determination of their eligibility for investment under the laws of such jurisdictions as the Lead Underwriter may designate and the printing of memoranda relating thereto, for any fees charged by investment rating agencies for the rating of the Offered Securities, for any applicable filing fee incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with, the review by the National Association of Securities Dealers, Inc. of the Registered Securities, for any travel expenses of the Company's officers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of Registered Securities and for expenses incurred in distributing the Prospectus, any preliminary prospectuses, any preliminary prospectus supplements or any other amendments or supplements to the Prospectus to the Underwriters. (i) Neither the Company nor any Guarantor will offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or file with the Commission a registration statement under the Act relating to United States dollar-denominated debt securities issued or guaranteed by the Company and having a maturity of more than one year from the date of issue, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, without the prior written consent of the Lead Underwriter for a period beginning at the time of execution of the Terms Agreement and 9 ending the number of days after the Closing Date specified under "Blackout" in the Terms Agreement. 5. Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Offered Securities will be subject to the accuracy of the representations and warranties on the part of the Company and the Guarantors herein, to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company and each Guarantor of its obligations hereunder and to the following additional conditions precedent: (a) On or prior to the date of the Terms Agreement, the Representatives shall have received a letter, dated the date of delivery thereof, of Arthur Andersen LLP confirming that they are independent public accountants within the meaning of the Act and the applicable published Rules and Regulations thereunder and stating to the effect that: (i) in their opinion the financial statements and any schedules and any summary of earnings examined by them and included in the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Act and the related published Rules and Regulations; (ii) they have performed the procedures specified by the American Institute of Certified Public Accountants for a review of interim financial information as described in Statement of Auditing Standards No. 71, Interim Financial Information, on any unaudited financial statements included in the Registration Statement; (iii) on the basis of the review referred to in clause (ii) above, a reading of the latest available interim financial statements of the Company, inquiries of officials of the Company who have responsibility for financial and accounting matters and other specified procedures, nothing came to their attention that caused them to believe that: (A) the unaudited financial statements, if any, and any summary of earnings included in the Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the Act and the related published Rules and Regulations or any material modifications should be made to such unaudited financial statements and summary of earnings for them to be in conformity with generally accepted accounting principles; (B) if any unaudited "capsule" information is contained in the Prospectus, the unaudited consolidated net sales, net operating income, net income and net income per share amounts or other amounts constituting such "capsule" information and described in such letter do not agree with the corresponding amounts set forth in the unaudited consolidated financial statements or were not determined on a basis substantially consistent with that of the corresponding amounts in the audited statements of income; (C) at the date of the latest available balance sheet read by such accountants, or at a subsequent specified date not more than three business days prior to the date of the such letter, there was any change in the capital stock or any increase in short-term indebtedness or long-term debt of the Company and its consolidated 10 subsidiaries or, at the date of the latest available balance sheet read by such accountants, there was any decrease in consolidated net current assets or net assets, as compared with amounts shown on the latest balance sheet included in the Prospectus; or (D) for the period from the closing date of the latest income statement included in the Prospectus to the closing date of the latest available income statement read by such accountants there were any decreases, as compared with the corresponding period of the previous year, in consolidated net sales, net operating income, per share amounts of consolidated income before extraordinary items or net income or in the ratio of earnings to fixed charges; except in all cases set forth in clauses (C) and (D) above for changes, increases or decreases which the Prospectus discloses have occurred or may occur or which are described in such letter; and (iv) they have compared specified dollar amounts (or percentages derived from such dollar amounts) and other financial information contained in the Prospectus (in each case to the extent that such dollar amounts, percentages and other financial information are derived from the general accounting records of the Company and its subsidiaries subject to the internal controls of the Company's accounting system or are derived directly from such records by analysis or computation) with the results obtained from inquiries, a reading of such general accounting records and other procedures specified in such letter and have found such dollar amounts, percentages and other financial information to be in agreement with such results, except as otherwise specified in such letter. All financial statements and schedules included in material incorporated by reference into the Prospectus shall be deemed included in the Prospectus for purposes of this subsection. (b) The Prospectus shall have been filed with the Commission in accordance with the Rules and Regulations and Section 4(a) of this Agreement. No stop order suspending the effectiveness of the Registration Statement or of any part thereof shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Company or any Underwriter, shall be contemplated by the Commission. (c) Subsequent to the execution of the Terms Agreement, there shall not have occurred (i) any change, or any development or event involving a prospective change, in the condition (financial or other), business, properties or results of operations of the Company and its subsidiaries taken as one enterprise which, in the judgment of a majority in interest of the Underwriters including any Representatives, is material and adverse and makes it impractical or inadvisable to proceed with completion of the public offering or the sale of and payment for the Offered Securities; (ii) any downgrading in the rating of any debt securities of the Company or of any Guarantor by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Company or of any Guarantor (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating); (iii) any material suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any 11 suspension of trading of any securities of the Company on any exchange or in the over-the-counter market; (iv) any banking moratorium declared by U.S. Federal or New York authorities; or (v) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in the judgment of a majority in interest of the Underwriters including any Representatives, the effect of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the public offering or the sale of and payment for the Offered Securities. (d) The Representatives shall have received an opinion, dated the Closing Date, of Sachnoff & Weaver Ltd., counsel for the Company, to the effect that: (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware; (ii) The Company has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under the Terms Agreement (including the provisions of this Agreement) and any Delayed Delivery Contracts; (iii) The Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; (iv) The shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; and none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company; (v) Each Guarantor (A) has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, (B) has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under the Terms Agreement (including the provisions of this Agreement) and any Delayed Delivery Contracts and (C) is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; all of the issued and outstanding capital stock of each Guarantor has been duly authorized and validly issued, is fully paid and non-assessable and, to the best of our knowledge, is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; (vi) The Terms Agreement (including the provisions of this Agreement) and any Delayed Delivery Contracts have been duly authorized, executed and delivered by the Company and each Guarantor; 12 (vii) The Indenture has been duly authorized, executed and delivered by the Company and each Guarantor and constitutes a valid and binding agreement of the Company and each Guarantor, enforceable against the Company and each Guarantor in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors' rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law); (viii) The Offered Securities are in the form contemplated by the Indenture, have been duly authorized by the Company and each of the Guarantors and, other than any Contract Securities, have been duly executed, issued and delivered by the Company and each of the Guarantors; the Offered Securities, other than any Contract Securities, constitute, and any Contract Securities, when executed, authenticated, issued and delivered in the manner provided in the Indenture and sold pursuant to Delayed Delivery Contracts, will constitute, valid and binding obligations of the Company and the Guarantors, enforceable against the Company and each Guarantor in accordance with their terms; except as the enforcement of the Offered Securities may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors' rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), and will be entitled to the benefits of the Indenture; (ix) The Indenture has been duly qualified under the Trust Indenture Act; (x) The Indenture and the Offered Securities, other than any Contract Securities, conform, and any Contract Securities, when so issued and delivered and sold will conform, as to legal matters in all material respects to the descriptions thereof contained in the Prospectus; (xi) The Registration Statement has become effective under the Act, the Prospectus was filed with the Commission pursuant to the subparagraph of Rule 424(b) specified in such counsel's opinion on the date specified therein, and, to the best knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Act, and the registration statement relating to the Registered Securities, as of its effective date, the Registration Statement and the Prospectus, as of the date of the Terms Agreement, and any amendment or supplement thereto, as of its date, complied as to form in all material respects with the requirements of the Act, the Trust Indenture Act and the Rules and Regulations; such counsel has no reason to believe that such registration statement, as of its effective date, the Registration Statement, as of the date of the Terms Agreement or as of the Closing Date, or any amendment thereto, as of its date or as of the Closing Date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus, as of the date of the Terms Agreement or as of 13 such Closing Date, or any amendment or supplement thereto, as of its date or as of the Closing Date, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; the descriptions in the Registration Statement and Prospectus of statutes, legal and governmental proceedings and contracts and other documents are accurate and fairly present the information required to be shown; and such counsel does not know of any legal or governmental proceedings required to be described in the Prospectus which are not described as required or of any contracts or documents of a character required to be described in the Registration Statement or Prospectus or to be filed as exhibits to the Registration Statement which are not described and filed as required; it being understood that such counsel need express no opinion as to the financial statements or other financial data contained in the Registration Statement or the Prospectus; (xii) The documents incorporated by reference in the Prospectus (other than the financial statements and supporting schedules included therein or omitted therefrom, as to which such counsel need express no opinion), when they were filed with the Commission complied as to form in all material respects with the requirements of the Exchange Act and the Rules and Regulations thereunder; (xiii) To the best of such counsel's knowledge, except as disclosed in the Prospectus, there is not pending or threatened any action, suit, proceeding, inquiry or investigation, to which the Company or any Guarantor is a party, or to which the property of the Company or any Guarantor is subject, before or brought by any court or governmental agency or body, domestic or foreign, that might reasonably be expected to result in a Material Adverse Effect, or that might reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in the Terms Agreement (including the provisions of this Agreement) or the performance by the Company and each Guarantor of its respective obligations thereunder; (xiv) The information in "Description of the Guaranteed Notes", "Description of the Debt Securities" and in the Registration Statement under Item 15, to the extent that it constitutes matters of law, summaries of legal matters, the Company's Restated Certificate of Incorporation and By-laws or legal proceedings, or legal conclusions, has been reviewed by us and is correct in all material respects; (xv) To the best of such counsel's knowledge, there are no statutes or regulations that are required to be described in the Prospectus that are not described as required; (xvi) To the best of such counsel's knowledge, neither the Company nor any Guarantor is in violation of its charter, certificate or articles of incorporation or by-laws and no default by the Company or any Guarantor exists in the due performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other agreement or instrument that is described or referred to in the Registration Statement or the Prospectus or filed or incorporated by reference as an exhibit to the Registration Statement; 14 (xvii) No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign (other than under the Act and the Rules and Regulations thereunder, which have been obtained, or as may be required under the securities or blue sky laws of the various states and except for the qualification of the Indenture under the Trust Indenture Act, or other than the FHA, the DOT or any applicable state highway and transportation agency, as to which such counsel need express no opinion) is necessary or required in connection with the due authorization, execution and delivery of the Terms Agreement (including the provisions of this Agreement) or any Delayed Delivery Contract or the due execution, delivery or performance of the Indenture by the Company or for the offering, issuance, sale or delivery of the Offered Securities or any Contract Securities; (xviii) The execution, delivery and performance of the Terms Agreement (including the provisions of this Agreement), any Delayed Delivery Contract, the Indenture, the Offered Securities and any Contract Securities and the consummation of the transactions contemplated in the Terms Agreement (including the provisions of this Agreement) and in the Registration Statement (including the issuance and sale of the Offered Securities and any Contract Securities and the use of the proceeds from the sale of the Offered Securities or any Contract Securities as described in the Prospectus under the caption "Use Of Proceeds") and compliance by the Company and each Guarantor with its respective obligations under the Terms Agreement (including the provisions of this Agreement), any Delayed Delivery Contract, the Indenture, the Offered Securities and any Contract Securities do not and will not, whether with or without the giving of notice or lapse of time or both, conflict with or constitute a breach of, or default or Repayment Event under or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Guarantor pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or any other agreement or instrument, known to us, to which the Company or any Guarantor is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any Guarantor is subject (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not have a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter, certificate or articles of incorporation or by-laws of the Company or any Guarantor, or any applicable Illinois law, United States Federal law or regulation or Delaware corporate law (except such counsel need not opine on highway or transportation laws relating to the regulation of the Company, its Guarantors or their businesses by the FHA, the DOT or any applicable state highway and transportation agency), having jurisdiction over the Company or any of its Guarantors or any of their properties; and (xix) Neither the Company nor any Guarantor is an "investment company" or an entity "controlled" by an "investment company," as such terms are defined in the Investment Company Act of 1940. (e) The Representatives shall have received an opinion, dated the Closing Date, of Richard C. Pagano, Vice President and General Counsel for the Company, to the effect that: 15 (i) No consent, approval, authorization, order, registration or qualification of the FHA, the DOT or any applicable state highway and transportation agency having jurisdiction over the Company or any of the Guarantors is required with respect to the due authorization, execution and delivery of the Terms Agreement (including the provisions of this Agreement) or any Delayed Delivery Contract or for the offering, issuance, sale or delivery of the Offered Securities or any Contract Securities (such counsel may rely on the opinions of local counsel); (ii) The execution, delivery and performance of the Terms Agreement (including the provisions of this Agreement) and any Delayed Delivery Contract and the consummation of the transactions contemplated in the Terms Agreement (including the provisions of this Agreement) and in the Registration Statement (including the issuance and sale of the Offered Securities and any Contract Securities and the use of the proceeds from the sale of the Offered Securities or any Contract Securities as described in the Prospectus under the caption "Use Of Proceeds") and compliance by the Company and each Guarantor with its respective obligations under the Terms Agreement (including the provisions of this Agreement) or any Delayed Delivery Contract do not and will not result in a violation of any law, ordinance, administrative or governmental rule or regulation or court decree applicable to it of the FHA, the DOT or any applicable state highway and transportation agency; (iii) Each Guarantor to the best of such counsel's knowledge holds all licenses, franchises, permits, authorizations, approvals and orders of and from all governmental regulatory officials and bodies, including the FHA, the DOT or any applicable state highway and transportation agencies, that are necessary to own or lease their properties and conduct their businesses as described in the Prospectus and are material to the consolidated financial position, stockholders' equity or results of operations of the Company and its subsidiaries, taken as a whole; and (iv) To the best of such counsel's knowledge and other than as set forth in the Prospectus, neither the Company nor any of the Guarantors is in violation of any law, ordinance, administrative or governmental rule or regulation or court decree applicable to it of the FHA, the DOT or any applicable state highway and transportation agency, or is not in compliance with any term or condition of, or has failed to obtain, any license, permit, franchise or other administrative or governmental authorization of the FHA, the DOT or any applicable state highway and transportation agency, which violation, non-compliance or failure to obtain would individually or in the aggregate have a material adverse effect on the consolidated financial position, shareholder's equity or results or operations of the Company and its subsidiaries, taken as a whole. (f) The Representatives shall have received from Winston & Strawn, counsel for the Underwriters, such opinion or opinions, dated the Closing Date, with respect to the incorporation of the Company, the validity of the Offered Securities, the Registration Statement, the Prospectus and other related matters as the Representatives may require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. In rendering such opinion, Winston & Strawn may rely as to the incorporation of the Company upon the opinion of Sachnoff & Weaver Ltd. referred to above. 16 (g) The Representatives shall have received a certificate, dated the Closing Date, of the President or any Vice President and a principal financial or accounting officer of the Company in which such officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Company in this Agreement are true and correct, that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, that no stop order suspending the effectiveness of the Registration Statement or of any part thereof has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission and that, subsequent to the date of the most recent financial statements in the Prospectus, there has been no material adverse change, nor any development or event involving a prospective material adverse change, in the condition (financial or other), business, properties or results of operations of the Company and its subsidiaries taken as a whole except as set forth in or contemplated by the Prospectus or as described in such certificate. (h) The Representatives shall have received a letter, dated the Closing Date, of Arthur Andersen LLP which meets the requirements of subsection (a) of this Section, except that the specified date referred to in such subsection will be a date not more than three days prior to the Closing Date for the purposes of this subsection. The Company will furnish the Representatives with such conformed copies of such opinions, certificates, letters and documents as the Representatives reasonably request. The Lead Underwriter may in its sole discretion waive on behalf of the Underwriters compliance with any conditions to the obligations of the Underwriters under this Agreement and the Terms Agreement. 6. Indemnification and Contribution. (a) The Company and each Guarantor, jointly and severally, will indemnify and hold harmless each Underwriter, its partners, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectus or preliminary prospectus supplement, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives, if any, specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in the Terms Agreement. (b) Each Underwriter will severally and not jointly indemnify and hold harmless the Company and each Guarantor, their directors and officers and each person, if any, who controls the Company or any Guarantor within the meaning of Section 15 of the Act, against any losses, claims, damages or liabilities to which the Company may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged 17 untrue statement of any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectus or preliminary prospectus supplement, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives, if any, specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in the Terms Agreement. (c) Promptly after receipt by an indemnified party under this Section of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under subsection (a) or (b) above, notify the indemnifying party of the commencement thereof; but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than under subsection (a) or (b) above. In case any such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Section for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement (i) includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act by or behalf of an indemnified party. (d) If the indemnification provided for in this Section is unavailable or insufficient to hold harmless an indemnified party under subsection (a) or (b) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities referred to in subsection (a) or (b) above (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Guarantors on the one hand and the Underwriters on the other from the offering of the Offered Securities or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company and the Guarantors on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities as well as any other relevant equitable considerations. The relative benefits received by the Company and the Guarantors on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by the Underwriters. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the Underwriters and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The amount paid by an indemnified party 18 as a result of the losses, claims, damages or liabilities referred to in the first sentence of this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this subsection (d). Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Offered Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters' obligations in this subsection (d) to contribute are several in proportion to their respective underwriting obligations and not joint. (e) The obligations of the Company and the Guarantors under this Section shall be in addition to any liability which the Company or any Guarantor may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any Underwriter within the meaning of the Act; and the obligations of the Underwriters under this Section shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each director of the Company and each Guarantor, to each officer of the Company and each Guarantor who has signed the Registration Statement and to each person, if any, who controls the Company or any Guarantor within the meaning of the Act. 7. Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities under the Terms Agreement and the aggregate principal amount of Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Offered Securities, the Lead Underwriter may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments under the Terms Agreement (including the provisions of this Agreement), to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchase. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of Offered Securities and arrangements satisfactory to the Lead Underwriter and the Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, the Terms Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 8. As used in this Agreement, the term "Underwriter" includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section shall be determined without regard to reduction in the respective Underwriters' obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the Company and the Guarantors. 8. Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company and the Guarantors or their respective officers and of the several Underwriters set forth in or made pursuant to the Terms Agreement (including the provisions of this Agreement) will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company, any Guarantor or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the Terms Agreement is terminated pursuant to Section 7 or if for any reason the purchase 19 of the Offered Securities by the Underwriters is not consummated, the Company and the Guarantors, jointly and severally, shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 and the respective obligations of the Company, the Guarantors and the Underwriters pursuant to Section 6 shall remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of the Terms Agreement pursuant to Section 7 or the occurrence of any event specified in clause (iii), (iv) or (v) of Section 5(c), the Company and the Guarantors, jointly and severally, will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities. 9. Notices. All communications hereunder will be in writing and, if sent to the Underwriters, will be mailed, delivered or telegraphed and confirmed to them at their address furnished to the Company in writing for the purpose of communications hereunder or, if sent to the Company or the Guarantors, will be mailed, delivered or telegraphed and confirmed at 9700 Higgins Road, Suite 570, Rosemont, Illinois 60018, Attention: John Campbell Carruth. 10. Successors. The Terms Agreement (including the provisions of this Agreement) will inure to the benefit of and be binding upon the Company, the Guarantors and such Underwriters as are identified in the Terms Agreement and their respective successors and the officers and directors and controlling persons referred to in Section 6, and no other person will have any right or obligation hereunder. 11. Representation of Underwriters. Any Representatives will act for the several Underwriters in connection with the financing described in the Terms Agreement, and any action under such Terms Agreement (including the provisions of this Agreement) taken by the Representatives jointly or by the Lead Underwriter will be binding upon all the Underwriters. 12. Counterparts. The Terms Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement. 13. Applicable Law. This Agreement and the Terms Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to principles of conflicts of laws. The Company and each Guarantor hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to the Terms Agreement (including the provisions of this Agreement) or the transactions contemplated thereby. 20 ANNEX I (Three copies of this Delayed Delivery Contract should be signed and returned to the address shown below so as to arrive not later than 9:00 A.M., New York time, on ........................ ............, 2000) DELAYED DELIVERY CONTRACT ------------------------- [Insert date of initial public offering] USFREIGHTWAYS CORPORATION c/o [Name and address of representative] Attention: Investment Banking Department - Transactions Advisory Group Gentlemen: The undersigned hereby agrees to purchase from USFreightways Corporation, a Delaware corporation ("Company"), and the Company agrees to sell to the undersigned, as of the date hereof, for delivery on , 2000 ("Delivery Date"), $.............. principal amount of the Company's [Insert title of securities] ("Securities"), offered by the Company's Prospectus dated , 2000 and a Prospectus Supplement dated , 2000 relating thereto, receipt of copies of which is hereby acknowledged, at % of the principal amount thereof plus accrued interest, if any, and on the further terms and conditions set forth in this Delayed Delivery Contract ("Contract"). Payment for the Securities that the undersigned has agreed to purchase for delivery on the Delivery Date shall be made to the Company or its order in Federal (same day) funds by certified or official bank check or wire transfer to an account designated by the Company at a bank acceptable to the Lead Underwriter, at the office of at A.M. on the Delivery Date upon delivery to the undersigned of the Securities to be 1 purchased by the undersigned in definitive fully registered form and in such denominations and registered in such names as the undersigned may designate by written or telegraphic communication addressed to the Company not less than five full business days prior to the Delivery Date. It is expressly agreed that the provisions for delayed delivery and payment are for the sole convenience of the undersigned; that the purchase hereunder of Securities is to be regarded in all respects as a purchase as of the date of this Contract; that the obligation of the Company to make delivery of and accept payment for, and the obligation of the undersigned to take delivery of and make payment for, Securities on the Delivery Date shall be subject only to the conditions that (1) investment in the Securities shall not at the Delivery Date be prohibited under the laws of any jurisdiction in the United States to which the undersigned is subject and (2) the Company shall have sold to the Underwriters the total principal amount of the Securities less the principal amount thereof covered by this and other similar Contracts. The undersigned represents that its investment in the Securities is not, as of the date hereof, prohibited under the laws of any jurisdiction to which the undersigned is subject and which governs such investment. Promptly after completion of the sale to the Underwriters the Company will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the opinions of counsel for the Company delivered to the Underwriters in connection therewith. This Contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. [signature page follows] 2 It is understood that the acceptance of any such Contract is in the Company's sole discretion and, without limiting the foregoing, need not be on a first-come, first-served basis. If this Contract is acceptable to the Company, it is requested that the Company sign the form of acceptance below and mail or deliver one of the counterparts hereof to the undersigned at its address set forth below. This will become a binding contract between the Company and the undersigned when such counterpart is so mailed or delivered. Yours very truly, .............................. (Name of Purchaser) By .......................... .......................... (Title of Signatory) .......................... .......................... (Address of Purchaser) Accepted, as of the above date. USFREIGHTWAYS CORPORATION on behalf of itself and the Guarantors By .................... [Insert Title] 1 USFREIGHTWAYS CORPORATION ("Company") Debt Securities TERMS AGREEMENT --------------- , 2000 To: The Representatives of the Underwriters identified herein Dear Sirs: The undersigned agrees to sell to the several Underwriters named in Schedule A hereto for their respective accounts, on and subject to the terms and conditions of the Underwriting Agreement filed as an exhibit to the Company's registration statement on Form S-3 (No. 333- ) ("Underwriting Agreement"), the following securities ("Offered Securities") on the following terms: Title: [ %] [Floating Rate][Notes][Debentures][Bonds] Due . Principal Amount: $ . Interest: [ % per annum, from , 2000, payable semiannually on and , commencing , 2000, to holders of record on the preceding or , as the case may be.] [Zero coupon.] Maturity: , 2000. Optional Redemption: Sinking Fund: Listing: [None.] [ Stock Exchange.] [The Nasdaq Stock Market Inc.'s National Market.] 1 Delayed Delivery Contracts: [None.] [Delivery Date shall be , 2000. Underwriters' fee is % of the principal amount of the Contract Securities.] Purchase Price: % of principal amount, plus , 2000. Expected Reoffering Price: % of principal amount, subject to change by the [Representative[s] [Underwriters]. Closing: A.M. on , 19 , at , in Federal (same day) funds. Settlement and Trading: [Physical certificated form.] [Book-Entry Only via DTC.] Blackout: Until days after the Closing Date. [Name[s] and Address[es] of [Representative[s]] [Underwriter[s]]:] The respective principal amounts of the Offered Securities to be purchased by each of the Underwriters are set forth opposite their names in Schedule A hereto. The Offered Securities will be fully and unconditionally guaranteed by the persons listed on Schedule B hereto (collectively, the "Guarantors") on a senior basis pursuant to the terms of an indenture, dated as of May 5, 1999, among the Company, the Guarantors, and Bank One, Michigan, as the successor-in-interest to NBD Bank and as trustee. The provisions of the Underwriting Agreement are incorporated herein by reference. The Offered Securities will be made available for checking and packaging at the office of at least 24 hours prior to the Closing Date. For purposes of Section 6 of the Underwriting Agreement, the only information furnished to the Company by any Underwriter for use in the Prospectus consists of [(i)] the following information in the Prospectus furnished on behalf of each Underwriter: the last paragraph at the bottom of the prospectus supplement cover page concerning the terms of the offering by the Underwriters, the legend concerning over-allotments [and][,] stabilizing [and passive market making] on the inside front cover page of the prospectus supplement--and--, --the concession and reallowance figures appearing in the paragraph under the caption "Underwriting" in the prospectus supplement [and the information contained in the paragraph under the caption "Underwriting" in the prospectus supplement] [; and (ii) the following information in the prospectus supplement furnished on behalf of : ]. [signature page follows] 2 If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company one of the counterparts hereof, whereupon it will become a binding agreement between the Company and the several Underwriters in accordance with its terms. Very truly yours, USFREIGHTWAYS CORPORATION on behalf of itself and the Guarantors By ...................... [Insert title] The foregoing Terms Agreement is hereby confirmed and accepted as of the date first above written. ............................... ..............................., Acting on behalf of themselves and as the Representatives of the several Underwriters. By By ............................ [Insert title] 3 SCHEDULE A Principal Underwriter Amount ----------- ------ ................ $ ------- Total.......................... $ ======= SCHEDULE B EX-4.5 3 1ST SUPPLEMENTAL INDENTURE EXHIBIT 4.5 USFREIGHTWAYS CORPORATION FIRST SUPPLEMENTAL INDENTURE This FIRST SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), is dated as of January 31, 2000, by The Cuxhaven Group, Inc., a Maryland corporation, Imua Handling Corporation, a Hawaii corporation, Tri-Star Transportation, Inc., a Tennessee corporation, USF Distribution Services of Texas Inc., a Texas corporation and USF Worldwide (Puerto Rico) Inc., a Puerto Rico corporation (each, a "New Guarantor Subsidiary"), each a subsidiary of USFreightways Corporation (or its successor), a Delaware corporation (the "Company"), on behalf of itself and the Guarantors (the "Existing Guarantor Subsidiaries") under the indenture referred to below, and Bank One, Michigan (as the successor-in-interest to NBD Bank), a bank duly organized and existing under the laws of the State of Michigan, as trustee under the indenture referred to below (the "Trustee"). W I T N E S S E T H: WHEREAS, the Company and the Existing Guarantor Subsidiaries have heretofore executed and delivered to the Trustee an indenture (the "Indenture"), dated as of May 5, 1999, providing for the issuance from time to time of the Company's debentures, notes or other evidences of indebtedness (herein called the "Securities"), to be issued in one or more series as provided in the Indenture; and WHEREAS, Section 1011 of the Indenture provides that the Company is required to cause each new Subsidiary (as defined in the Indenture) to execute and deliver to the Trustee a supplemental indenture pursuant to which such Subsidiary shall become a Guarantor (as defined in the Indenture); and WHEREAS, pursuant to Section 901(10) of the Indenture, the Trustee, the Company and Existing Guarantor Subsidiaries are authorized to execute and deliver this Supplemental Indenture; NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, each New Guarantor Subsidiary, the Company, the Existing Guarantor Subsidiaries and the Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Securities as follows: 1. Definitions. ----------- (a) Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. (b) For all purposes of this Supplemental Indenture, except as otherwise herein expressly provided or unless the context otherwise requires: (i) the terms and expressions used herein shall have the same meanings as corresponding terms and expressions used in the Indenture; and (ii) the words "herein," "thereof" and "hereby" and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof. 2. Agreement to Guarantee. Each New Guarantor Subsidiary hereby ---------------------- agrees, jointly and severally with all other Existing Guarantor Subsidiaries, to guarantee the Company's obligations under the Securities on the terms subject to the conditions set forth in Section 1401 of the Indenture and to be bound by all other applicable provisions of the Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby. 3. Governing Law. This Supplemental Indenture shall be governed by, ------------- and construed in accordance with, the laws of the State of New York but without giving effect to applicable principles of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby. 4. Trustee Makes No Representation. The Trustee makes no ------------------------------- representation as to the validity or sufficiency of this Supplemental Indenture. 5. Counterparts. The parties may sign any number of copies of this ------------ Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 6. Effect of Headings. The section headings herein are for ------------------ convenience only and shall not affect the construction thereof. 2 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written. THE CUXHAVEN GROUP, INC. By: /s/ Christopher L. Ellis ____________________________________ Name: Christopher L. Ellis Title: Vice President IMUA HANDLING CORPORATION By: /s/ Christopher L. Ellis ____________________________________ Name: Christopher L. Ellis Title: Vice President TRI-STAR TRANSPORTATION, INC. By: /s/ Christopher L. Ellis ____________________________________ Name: Christopher L. Ellis Title: Vice President USF DISTRIBUTION SERVICES OF TEXAS INC. By: /s/ Christopher L. Ellis ____________________________________ Name: Christopher L. Ellis Title: Vice President USF WORLDWIDE (PUERTO RICO) INC. By: /s/ Christopher L. Ellis ____________________________________ Name: Christopher L. Ellis Title: Vice President 3 USFREIGHTWAYS CORPORATION, on behalf of itself and the Existing Guarantor Subsidiaries By: /s/ Christopher L. Ellis ____________________________________ Name: Christopher L. Ellis Title: Senior Vice President, Finance and Chief Financial Officer BANK ONE, MICHIGAN (as the successor-in-interest to NBD Bank), as Trustee By: /s/ Kelly Low ____________________________________ Name: Kelly Low Title: Authorized Officer 4 EX-5.1 4 OPINION OF SACHNOFF & WEAVER Exhibit 5.1 SACHNOFF & WEAVER, LTD. 30 South Wacker Drive, 29th Floor Chicago, Illinois 60606 January 31, 2000 USFreightways Corporation 9700 Higgins Road, Suite 570 Rosemont, Illinois 60018 Dear Ladies and Gentlemen: We have acted as counsel to USFreightways Corporation, a Delaware corporation (the "Company"), in connection with the Registration Statement on Form S-3 (the "Registration Statement"), filed by the Company under the Securities Act of 1933, as amended (the "Act"), with the Securities and Exchange Commission (the "Commission"), relating to the proposed sale of up to $400,000,000 principal amount of debt securities (the "Debt Securities") of the Company. We have examined the Registration Statement, and we have reviewed such other documents and have made such further investigations as we have deemed necessary to enable us to express the opinion hereinafter set forth. We hereby advise you that in our opinion, when the Registration Statement becomes effective under the Act, the indenture relating to the Debt Securities (the "Indenture") has been duly authorized, executed and delivered and the Debt Securities have been duly executed and authenticated in accordance with the Indenture and issued and sold as contemplated in the Registration Statement, the Debt Securities will constitute valid and legally binding obligations of the Company, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws relating to or affecting creditors' rights and to general equity principles. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the caption "Legal Opinions" in the Registration Statement. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission. Very truly yours, /s/ Sachnoff & Weaver, Ltd. ---------------------------- SACHNOFF & WEAVER, LTD. EX-12.1 5 COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES Exhibit 12.1 USFREIGHTWAYS CORPORATION RATIO OF EARNINGS TO FIXED CHARGES(1) (Dollars in Thousands)
Years Ended December 31, Nine Months Ended --------------------------------------------------------- ------------------------ Oct. 3, Oct. 2, 1994 1995 1996 1997 1998 1998 1999 ------- ------- ------- -------- ------- ------- ------- Earnings before taxes/(2)/ 59,238 58,488 58,979 97,495 121,494 87,311 123,945 Plus interest expense 9,081 8,884 12,144 8,461 8,784 6,243 10,001 Less capitalized interest 0 0 0 0 0 0 0 Less undistributed income 0 0 0 0 0 0 0 ------- ------- ------- -------- ------- ------- ------- Adjusted earnings income before taxes 68,319 67,372 71,123 105,956 130,278 93,554 133,946 Fixed charges: Interest expense 9,081 8,884 12,144 8,461 8,784 6,243 10,001 Capitalized interest expense 0 0 0 0 0 0 0 Rental expense 6,900 6,601 6,799 7,288 7,532 5,588 7,236 Total fixed charges 15,981 15,485 18,943 15,749 16,316 11,831 17,237 ------- --------- ------- -------- ------- ------- ------- Ratio of earnings to fixed charges 4.3 4.4 3.8 6.7 8.0 7.9 7.8
(1) For the purpose of calculating the ratio, earnings have been calculated by adding fixed charges to income before income taxes, and by deducting therefrom interest capitalized during the period and USFreightways Corporation's share of the undistributed income in less-than-fifty-percent-owned affiliates; and fixed charges comprise total interest, including capitalized interest, and the portion of rental expense representative of the interest factor. (2) Before a one-time restructuring of $4,050 in 1996. (3) Rental expense is one-third of total expense or the proportion deemed representative of the interest factor. EX-23.1 6 CONSENT OF ARTHUR ANDERSEN LLP Exhibit 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated January 19, 1999 included in USFreightways Corporation's Form 10-K for the year ended December 31, 1998 and to all references to our Firm included in this registration statement. /s/ARTHUR ANDERSEN LLP ARTHUR ANDERSEN LLP January 31, 2000 EX-23.2 7 CONSENT OF KPMG LLP Exhibit 23.2 CONSENT OF KPMG LLP The Board of Directors USFreightways Corporation We consent to the use of our report incorporated by reference in this Registration Statement on Form S-3 of USFreightways Corporation and to the reference of our firm under the heading "Experts" in the prospectus. KPMG LLP Chicago, Illinois January 27, 2000 -----END PRIVACY-ENHANCED MESSAGE-----