ITEM 1. BUSINESS.
Carolina Freight Corporation is a freight transportation holding company whose primary subsidiaries are Carolina Freight Carriers Corporation ("Carolina"), Red Arrow Freight Lines, Inc. ("Red Arrow"), G.I. Trucking Company ("G.I."), Cardinal Freight Carriers, Inc. ("Cardinal"), The Complete Logistics Company, Inc. ("CLC"), Innovative Logistics Incorporated ("ILI"), and CaroTrans International, Inc. ("CaroTrans"). The consolidated revenue of the Corporation ranks it among the ten largest motor carriers of general freight in the United States.
Through its subsidiary carriers, Carolina Freight Corporation serves all of the 50 largest Standard Metropolitan Statistical Areas of the United States.
In addition to their independent operations, Carolina, G.I. and Red Arrow use rail carriers to provide intermodal transportation between their areas of operation.
Subsidiaries of Carolina Freight Corporation presently provide services for customers in over 140 countries in North America, Africa, Australia, New Zealand, South America, Central America, Eastern and Western Europe, the Middle East, Asia and throughout the Pacific Rim and the Caribbean Sea.
The Corporation`s consolidated insurance subsidiary, Motor Carrier Insurance, Ltd., a Bermuda company, provides cargo, public liability and workers' compensation insurance coverage, under reinsurance agreements, to the Corporation's operating subsidiaries.
The Corporation's principal offices are located at 2400 Yorkmont Road, Charlotte, North Carolina 28217, and its telephone number is 704/329-0123.
On December 31, 1994, the Corporation had 10,506 total employees.
Unless the context requires otherwise, reference to the Corporation in this report shall mean Carolina Freight Corporation and its subsidiaries.
CAROLINA FREIGHT CARRIERS
Carolina Freight Carriers is an over-the-road motor carrier which began operations in 1932 as Beam Trucking Company. The company has its headquarters in Cherryville, North Carolina and operates as a transporter of general commodities primarily within a 32 state region of the eastern half of the United States. Its major service area is connected with the territories of G.I. and Red Arrow through an intermodal partnership with those
companies. Carolina`s major traffic lanes are between points in the South and Northeast, the South and Midwest, the Midwest and the Northeast, and within the South. Carolina is authorized by the Interstate Commerce Commission ("ICC") to serve all points in the contiguous United States.
Carolina handles broadly diversified traffic including textile products, plastics, foodstuffs, pharmaceuticals, chemicals, auto parts, construction materials and hardware. The only commodity accounting for more than 10% of revenue in 1994 was wholesale trade durable goods which accounted for approximately 15.3%. During 1994, no single customer accounted for more than 3% of revenue, and the largest ten customers accounted for less than 16% of revenue. During 1994, 91.6% of revenue was derived from less-than-truckload ("LTL") shipments (shipments weighing less than 10,000 pounds).
Equipment And Property. Carolina owns all of its revenue equipment except for 454 leased linehaul tractors and equipment used in connection with intermodal operations. At December 31, 1994, Carolina owned 2,710 tractors, 10,512 trailers, 61 trucks, and operated 159 service centers consisting of 143 terminals (93 owned and 50 leased) and 16 agencies. In addition to the operation of major vehicle maintenance facilities at the six major breakbulk terminals in Carolina's system - Atlanta, Chicago, Carlisle (Pa.), Cherryville, Cincinnati, and Toledo - there are similar maintenance facilities at various terminals throughout the Carolina system.
G.I. TRUCKING COMPANY
G.I. is headquartered in La Mirada, California and provides over-the-road freight transportation services to shippers and receivers in California, Oregon, Washington, Idaho, Utah, Nevada, Colorado, New Mexico, Texas and Arizona. Service is provided to and from Hawaii. The major service area of G.I. is connected with the territories of Carolina and Red Arrow through an intermodal partnership with those companies. Founded in 1946, G.I. was acquired by Carolina Freight Corporation in October 1983. At December 31, 1994, G.I. owned 453 tractors, 1,641 trailers, 16 trucks, and operated 44 service centers consisting of 24 terminals (14 owned and 10 leased) and 20 agencies.
RED ARROW FREIGHT LINES, INC.
Red Arrow`s executive offices are in Dallas, Texas and administrative services are performed in Carolina offices in Cherryville, North Carolina. It is an over-the-road motor carrier which transports general commodities in Texas, Kansas, Arkansas, Louisiana and Oklahoma. The major service area of Red Arrow is connected with the territories of G.I. and Carolina through an intermodal partnership with those companies. Red Arrow was founded in 1928 and acquired by Carolina Freight Corporation in January 1984. At December 31, 1994, Red Arrow owned 147 tractors, 159 trailers, 3 trucks, operated 46 leased tractors, and operated 15 service centers consisting of 11 terminals (4 owned and 7 leased) and 4 agencies.
CARDINAL FREIGHT CARRIERS, INC.
Cardinal was established in 1980. It is an irregular route motor carrier with authority to serve all points in the United States, although its services are presently confined to serving customers east of the Mississippi River. Cardinal specializes in the transportation of truckload freight. Its general office is in Concord, North Carolina. At December 31, 1994, Cardinal owned 56 tractors and 1,075 trailers and operated 397 leased tractors.
THE COMPLETE LOGISTICS COMPANY, INC.
CLC is a full service equipment and driver leasing company, owning 149 tractors, 317 trailers, and 97 trucks as of December 31, 1994. CLC was formerly the leasing division of G.I. Trucking Company and is headquartered in Buena Park, California.
INNOVATIVE LOGISTICS INCORPORATED
ILI is a third party logistics firm based in Fort Mill, South Carolina and provides transportation-related services such as intermodal shipping, rate negotiation, and warehousing
CAROTRANS INTERNATIONAL, INC.
CaroTrans is a non-vessel operating common carrier (NVOCC) which provides international delivery of exported goods as well as, beginning in 1994, domestic delivery of imported goods. CaroTrans was formerly the international division of Carolina and is headquartered in Cherryville, North Carolina.
CAPITAL EXPENDITURES
Capital expenditures in 1994 net of dispositions were $20.7 million. Revenue and service equipment purchases were $17.4 million. Land and terminal expenditures were $4 million. Other capital expenditures totaled $6.9 million. The proceeds from dispositions totaled $7.7 million.
MANAGEMENT CHANGES
In December, Palmer E. Huffstetler, president of Carolina Freight Corporation, retired after 30 years of dedicated service to our Company. We will miss his wisdom and insight. A number of significant management changes were initiated during the year within Carolina Freight Carriers Corporation, the largest subsidiary. In October, James R. Hertwig, who had been a vice president in the holding company, became President of Carolina. James E. Justiss became the first President of CaroTrans International in April 1994. New corporate
officers were also appointed, including Sandy Dismukes, Assistant Secretary; Bryan Beal, Treasurer; and Don Pruitt, Controller.
ITEM 2.
ITEM 2. PROPERTIES.
The Corporation, through its subsidiaries, owns and operates 112 terminal facilities in 26 states. At December 31, 1994, owned properties had a net book value of $128.1 million. In addition, the Corporation leases 67 real properties under leases for terms of generally one to ten years. These properties are used as offices, terminals, warehouses and vehicle maintenance facilities.
The Corporation, through its subsidiaries, transports freight, using both over-the-road and local tractors, trailers and trucks. At December 31, 1994, the value of owned revenue equipment, less accumulated depreciation, totaled $78.7 million and consisted of 3,515 tractors, 13,704 trailers and 177 trucks. In addition, service vehicles, data processing equipment, furniture and fixtures, and leasehold improvements had a net book value of $25.1 million.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS.
(a) There are not now pending any material legal proceedings, other than ordinary routine litigation incident to the Corporation's business, to which the Corporation or any of its subsidiaries is a party or to which any of their respective properties is subject. During 1994, no material litigation or governmental proceeding was instituted or pending against the Corporation or any of its subsidiaries arising from any alleged violation of any emission control standards or other environmental regulations.
(b) No material legal proceedings were terminated in the fourth quarter of 1994.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted during the fourth quarter of 1994 to a vote of security holders, through the solicitation of proxies or otherwise.
PART II
ITEM 5.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
The registrant's common stock is traded on the New York and Pacific Stock Exchanges (Symbol - CAO). The range of market values and amounts of dividends paid during the last two years are shown in the following table:
As of December 31, 1994, there were 2,981 record holders of the Corporation's Common Stock.
The Board of Directors suspended payment of common share dividends on January 10, 1994. Future dividends will depend upon the Corporation's earnings, its financial condition and other relevant factors.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA.
The selected financial data for the past five years appears on pages 18 and 19 of the registrant's annual report to shareholders for the year ended December 31, 1994 and is incorporated by reference to the extent of the respective columns of financial data for the years 1990 through 1994.
ITEM 7.
ITEM 7. MANAGEMENT`S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
Management`s Review appearing on pages 20 through 23 of the annual report to shareholders for the year ended December 31, 1994 is incorporated herein by reference.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The consolidated financial statements including the Report of Independent Public Accountants, appearing on pages 24 through 37, in the annual report to shareholders for the year ended December 31, 1994 are incorporated herein by reference.
ITEM 9.
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
PART III
The information called for by Part III is incorporated by reference from registrant's definitive proxy statement. Disclosures concerning delinquent filings under Section 16(A) of the Securities Exchange Act of 1934 can be found in the Company's 1995 Proxy Statement.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
A) The following documents are filed as a part of this report:
1. Financial Statements - The following information appearing in the annual report to shareholders for year ended December 31, 1994 is incorporated by reference:
2. Financial Statement Schedules
All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable.
3. Exhibits
3(a) Articles of Incorporation of Carolina Freight Corporation (as amended up to May 16, 1988). Incorporated by reference to Exhibit 3(a) on Form 10-K for the year ended December 31,1988, File No. 1-8441.
(i) Articles of Amendment of Carolina Freight Corporation. Incorporated by reference to Exhibit 3(a)(i) on Form 10-K for the year ended December 31, 1989, File No. 1-8441.
3(b) Amended and Restated Bylaws of Carolina Freight Corporation. Incorporated by reference to Exhibit 3(b) on Form 10-Q for the quarter ended September 8, 1990, File No. 1-8441.
3(c) Amended and Restated Charter of Carolina Freight Carriers Corporation. Incorporated by reference to Exhibit 3(b) on Form 10-K for the year ended December 31, 1985, File No. 1-8441.
4. 6 1/4% Convertible Subordinated Debentures Due 2011 - all documents in connection with Company's registration statement on Form S-3, File No. 33-4742 in 1986 are incorporated by reference
10(a) Consulting Services Agreement between Carolina Freight Corporation and K. G. Younger. Incorporated by reference to Exhibit 10(b) on Form 10-K for the year ended December 31, 1990, File No. 1-8441.
10(b) Employment Contract Agreement between Carolina Freight Corporation and Lary R. Scott dated March 22, 1993. Incorporated by reference to Exhibit 10 (b) of Form 10-K for the year ended December 31, 1993, File No. 1-8441
10(c) Employment Contract Agreement between Carolina Freight Corporation and James R. Hertwig dated March 7, 1994.
10(d) Carolina Freight Corporation Employee Savings and Protection Plan (as amended through October 1, 1991). Incorporated by reference to Exhibit 10(c) on Form 10-K for the year ended December 31, 1991, File No. 1-8441.
10(e) The Complete Logistics Company Employee Savings and Profit Sharing Plan, October 1, 1993. Incorporated by reference to Exhibit 10 (e) on Form 10-K for the year ended December 31, 1993, File No. 1-8441.
10(f) Carolina Freight Corporation Employees' Pension Plan (as restated January 1, 1985). Incorporated by reference to Exhibit 10(d) on Form 10-K for the year ended December 31, 1985, File No. 1-8441.
(i) 1989 Amendments to Carolina Freight Corporation Employees' Pension Plan. Incorporated by reference to Exhibit 10(c)(i) on Form 10-K for the year ended December 31, 1989, File No. 1-8441.
(ii) 1992 Amendment to Carolina Freight Corporation Employees Pension Plan. Incorporated by reference to Exhibit 10(d)(ii) on Form 10-K for the year ended December 31, 1992, File No. 1-8441.
10(g) G. I. Trucking Company Employees Retirement Plan as amended and restated effective July 1, 1992. Incorporated by reference to Exhibit 10(e) on Form 10-K for the year ended December 31, 1992, File No. 1-8441.
10(h) G. I. Trucking Company Freight Handlers Retirement Plan as amended and restated effective July 1, 1992. Incorporated by reference to Exhibit 10(f) on Form 10-K for the year ended December 31, 1992, File No. 1-8441.
10(i) Group Annuity Contract No. IN 15150 between G.I. Trucking Company and Connecticut General Life Insurance Company. Incorporated by reference to Exhibit 10(h) on Form 10-K for the year ended December 31, 1985, File No. 1-8441.
10(j) Stock Option Plans:
(i) 1984 Incentive Stock Option Plan of Carolina Freight Corporation and 1984 Incentive Stock Option Agreement. Incorporated by reference to Exhibit 10(d) on Form 10-K for the year ended December 31, 1984, File No. 1-8441.
(ii) Amendment to 1984 Incentive Stock Option Plan of Carolina Freight Corporation. Incorporated by reference to Exhibit 10(h)(ii) on Form 10-K for the year ended December 31, 1987, File No. 1-8441.
(iii) Amendments to 1975, 1980 and 1984 Stock Option Plans. Incorporated by reference to Exhibit 10(h)(iii) on Form 10-K for the year ended December 31, 1988, File No. 1-8441.
(iv) 1988 Incentive Stock Option Plan of Carolina Freight Corporation and 1988 Incentive Stock Option Agreement. Incorporated by reference to Exhibit 10(h)(iv) on Form 10-K for the year ended December 31, 1988, File No. 1-8441.
(v) Amendments to 1980, 1984 and 1988 Incentive Stock Option Plans of Carolina Freight Corporation. Incorporated by reference to Exhibit 10(h)(v) on Form 10-K for the year ended December 31, 1989, File No. 1-8441.
(vi) 1989 Incentive Stock Option Plan of Carolina Freight Corporation and 1989 Incentive Stock Option Agreement. Incorporated by reference to Exhibit 10(h)(vi) on Form 10-K for the year ended December 31, 1989, File No. 1-8441.
10(k) Secured Revolving Credit and Letter of Credit Agreement Dated as of March 15, 1994. Incorporated by reference 10(k) on Form 10Q for the quarter ended March 26, 1994, File No. 1-8441.
10(l) Carolina Freight Trade Receivables Master Trust Pooling and Servicing Agreement dated December 1, 1993. Incorporated by reference to Exhibit 10(m) on Form 10-K for the year ended December 31, 1993, File No. 1-8441.
10(m) Executive Benefit Plan Agreements:
(i) Executive Benefit Plan Agreements of All Officers and Directors of Carolina Freight Corporation. Incorporated by reference to Exhibit 10(j) on Form 10-K for the year ended December 31, 1984, File No. 1-8441.
(ii) Salary Deferral Plan of Officers and Directors of Carolina Freight Corporation. Incorporated by reference to Exhibit 10(r)(ii) on Form 10-K for the year ended December 31, 1986, File No. 1-8441.
(iii) Amendment Number One to Deferred Compensation Agreement of All Directors of Carolina Freight Corporation. Incorporated by reference to Exhibit 10(p)(iii) on Form 10-K for the year ended December 31, 1987, File No. 1-8441.
(iv) Amendment Number One to Deferred Compensation Agreement of All Officers of Carolina Freight Corporation. Incorporated by reference to Exhibit 10(p)(iv) for year ended December 31, 1987, File No. 1-8441.
(v) Amended Executive Supplemental Benefit Plan. Incorporated by reference to Exhibit 10(p)(v) on Form 10-K for the year ended December 31, 1988, File No. 1-8441.
(vi) Representative sample of individual contracts signed by participants in the 1990 Salary Deferral Plan for Officers and Directors. Incorporated by reference to Exhibit 10(v)(vi) on Form 10-K for the year ended Dec. 31, 1991, File 1-8441.
10(n) Form of Indemnification Agreement between Carolina Freight Corporation and Its Board of Directors and Schedule Identifying Documents Omitted. Incorporated by reference to Exhibit 10(q) on Form 10-K for the year ended December 31, 1987, File No. 1-8441.
10(o) Form of Severance Pay Agreement between Carolina Freight Corporation and Its Officers and Schedule Identifying Documents Omitted. Incorporated by reference to Exhibit 10(r) on Form 10-K for the year ended December 31, 1987, File No. 1-8441.
10(p) Loan Agreements in connection with the following industrial revenue bond financings of Carolina Freight Carriers Corporation:
(i) Howard County, Maryland dated September 1, 1981. Incorporated by reference to Exhibit 10(k)(i) on Form 10-K for the year ended December 31, 1984, File No. 1-8441.
(ii) City of Rockford, Illinois dated October 1, 1981. Incorporated by reference to Exhibit 10(k)(ii) on Form 10- K for the year ended December 31, 1984, File No. 1-8441.
(iii) New Jersey Economic Development (Jersey City) dated January 1, 1982. Incorporated by reference to Exhibit 10(k)(iii) on Form 10-K for the year ended December 31, 1984, File No. 1-8441.
(iv) Village of Forest View, Illinois dated November 1, 1982. Incorporated by reference to Exhibit 10(k)(iv) on Form 10-K for the year ended December 31, 1984, File No. 1-8441.
(v) County of Cuyahoga, Ohio dated August 29, 1983. Incorporated by reference to Exhibit 10(k)(vi) on Form 10-K for the year ended December 31, 1984, File No. 1-8441.
(vi) Mortgage Note and Mortgage dated December 9, 1983 of Berks County Development Authority. Incorporated by reference to Exhibit 10(k)(vii) on Form 10-K for the year ended December 31, 1984, File No. 1-8441.
(vii) City of Hayward, California and Summit Companies, Inc. dated December 1, 1983. Incorporated by reference to Exhibit 10(k)(viii) on Form 10-K for the year ended December 31, 1984, File No. 1-8441.
(viii) County of Lucas, Ohio dated May 1, 1984. Incorporated by reference to Exhibit 10(k)(ix) on Form 10-K for the year ended December 31, 1984, File No. 1-8441.
(ix) Michigan Job Development Authority dated October 1, 1984. Incorporated by reference to Exhibit 10(k)(x) on Form 10-K for the year ended December 31, 1984, File No. 1-8441.
(x) Cumberland County, Pa. Industrial Development Authority Mortgage dated October 1, 1985, and Promissory Note dated October 17, 1985. Incorporated by reference to Exhibit 10(s)(xii) on Form 10-K for the year ended December 31, 1985, File No. 1-8441.
(xi) Dade County, Florida, Industrial Development Authority, Installment Purchase Contract, dated December 1, 1985. Incorporated by reference to Exhibit 10(s)(xiv) on Form 10-K for the year ended December 31, 1985, File No. 1-8441.
(xii) City of Memphis and County of Shelby, Tennessee, Industrial Development Board dated October 1, 1986. Incorporated by reference to Exhibit 10(s)(xv) on Form 10-K for the year ended December 31, 1986, File No. 1-8441.
(xiii) New Jersey Economic Development Authority, Variable Rate Demand Economic Development Bond dated February 22, 1990. Incorporated by reference to Exhibit 10(v)(xiv) on Form 10-K for the year ended December 31, 1990, File No. 1-8441.
(xiv) Carolina Freight Tax-Exempt Bond Grantor Trust dated May 23, 1990. Incorporated by reference to Exhibit 10(v)(xv) on Form 10-K for the year ended December 31, 1990, File No. 1-8441.
10(q) Grantor Trust Agreement. Incorporated by reference to Exhibit 10(w) on Form 10-K for the year ended December 31, 1989, File No. 1-8441.
10(r) Retirement contract between Carolina Freight Corporation and Palmer E. Huffstetler dated November, 1994.
11. Computation of Earnings Per Common Share.
13. 1994 Annual Report to Shareholders (pages 18 - 37).
21. List of subsidiaries of Carolina Freight Corporation.
23. Consent of Independent Public Accountants.
27. Financial Data Schedule (for SEC use only)
B) Reports on Form 8-K filed in the fourth quarter, 1994: None
CAROLINA FREIGHT CORPORATION SCHEDULE I - CONDENSED FINANCIAL INFORMATION - PARENT COMPANY ONLY AS OF DECEMBER 31, 1994 AND 1993
CONDENSED BALANCE SHEETS
CAROLINA FREIGHT CORPORATION SCHEDULE I - CONDENSED FINANCIAL INFORMATION - PARENT COMPANY ONLY AS OF DECEMBER 31, 1994 AND 1993
The notes to condensed financial statements are an integral part of these balance sheets.
CAROLINA FREIGHT CORPORATION SCHEDULE I - CONDENSED FINANCIAL INFORMATION - PARENT COMPANY ONLY FOR THE YEARS ENDED DECEMBER 31, 1994, 1993, AND 1992
CONDENSED STATEMENTS OF EARNINGS
CAROLINA FREIGHT CORPORATION SCHEDULE I - CONDENSED FINANCIAL INFORMATION - PARENT COMPANY ONLY FOR THE YEARS ENDED DECEMBER 31, 1994, 1993, AND 1992
CONDENSED STATEMENTS OF CASH FLOWS
NET CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES:
The notes to condensed financial statements are an integral part of these statements.
CAROLINA FREIGHT CORPORATION SCHEDULE I - CONDENSED FINANCIAL INFORMATION - PARENT COMPANY ONLY FOR THE YEARS ENDED DECEMBER 31, 1994, 1993, AND 1992
NOTES TO CONDENSED FINANCIAL STATEMENTS
(1) These unaudited condensed financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and note disclosures normally included in annual fiancial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the company believes that the disclosures made are adequate to make the information presented not misleading.
(2) The revolving credit agreements of Carolina Freight Carriers Corporation and Red Arrow Freight Lines, Inc. and certain industrial bonds of the operating subsidiaries totaling $7,585,000 are guaranteed as to principal and interest payments by Carolina Freight Corporation.
(3) See Notes to Consolidated Financial Statements for additional disclosures.
CAROLINA FREIGHT CORPORATION SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
(1) Uncollectible accounts written off net of bad debt recoveries. (2) $100,560 applicable to customer and interline receivables and $5,582,804 applicable to other receivables as a result of the sale of receivables explained in the Notes to Consolidated Financial Statements. (3) $20,033 applicable to customer and interline receivables and $5,161,569 applicable to other receivables as a result of the sale of receivables explained in the Notes to Consolidated Financial Statements. (4) $2,629,186 applicable to customer and interline receivables and $2,353,267 applicable to other receivables as a result of the sale of receivables explained in the Notes to Consolidated Financial Statements.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Carolina Freight Corporation:
We have audited, in accordance with generally accepted auditing standards, the consolidated financial statements included in Carolina Freight Corporation's annual report to shareholders incorporated by reference in this Form 10-K, and have issued our report thereon dated January 31, 1995. Our audit was made for the purpose of forming an opinion on those statements taken as a whole. The schedules listed in item 14(a)(2) are the responsibility of the Company's management and are presented for purposes of complying with the Securities and Exchange Commission's rules and are not part of the basic financial statements. These schedules have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, fairly state in all material respects the financial data required to be set forth therein in relation to the basic financial statements taken as a whole.
Arthur Andersen, LLP
Charlotte, North Carolina, January 31, 1995.
-22a-
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 28th day of March, 1993.
CAROLINA FREIGHT CORPORATION (Registrant)
By: /s/ Lary R. Scott ------------------------- Lary R. Scott Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on the 28th day of March, 1993.
Signature Title --------- -----
Principal Executive Officer:
/s/ Lary R. Scott Chief Executive Officer ---------------------- and Director Lary R. Scott
Principal Financial and Accounting Officer:
/s/ Shawn W. Poole Treasurer and Chief ---------------------- Financial Officer Shawn W. Poole
/s/ K. G. Younger Director ----------------------- K. G. Younger
/s/ J. M. Carstarphen -------------------------- Director J. M. Carstarphen
-------------------------- Director Charles L. Grace
-------------------------- Director Daniel A. Boggan, Jr.
--------------------------- Director William M. R. Mapel
/s/ James G. Martin --------------------------- Director James G. Martin
/s/ Paul F. Richardson --------------------------- Director Paul F. Richardson
EXHIBIT INDEX
10(f) Carolina Freight Corporation Employees' Pension Plan (as restated January 1, 1985). Incorporated by reference to Exhibit 10(d) on Form 10-K for the year ended December 31, 1985, File No. 1-8441.
(i) 1989 Amendments to Carolina Freight Corporation Employees' Pension Plan. Incorporated by reference to Exhibit10(c)(i) on Form 10-K for the year ended December 31, 1989, File No. 1-8441.
(ii) 1992 Amendment to Carolina Freight Corporation Employees' Pension Plan. Incorporated by reference to Exhibit10(d)(ii) on Form 10-K for the year ended December 31, 1992, File No. 1-8441.
10(g) G. I. Trucking Company Employees Retirement Plan as amended and restated effective July 1, 1992. Incorporated by reference to Exhibit 10(e) on Form 10-K for the year ended December 31, 1992, File No. 1-8441.
10(h) G. I. Trucking Company Freight Handlers Retirement Plan as amended and restated effective July 1, 1992. Incorporated by reference to Exhibit 10(f) on Form 10-K for the year ended December 31, 1992, File No. 1-8441.
10(i) Group Annuity Contract No. IN 15150 between G.I. Trucking Company and Connecticut General Life Insurance Company. Incorporated by reference to Exhibit 10(h) on Form 10-K for the year ended December 31, 1985, File No. 1-8441.
10(j) Stock Option Plans:
(i) 1984 Incentive Stock Option Plan of Carolina Freight Corporation and 1984 Incentive Stock Option Agreement. Incorporated by reference to Exhibit10(d) on Form 10-K for the year ended December 31, 1984, File No. 1-8441.
(ii) Amendment to 1984 Incentive Stock Option Plan of Carolina Freight Corporation. Incorporated by reference to Exhibit 10(h)(ii) on Form 10-K for the year ended December 31, 1987, File No. 1-8441.
(iii) Amendments to 1975, 1980 and 1984 Stock Option Plans Incorporated by reference to Exhibit 10(h)(iii) on Form 10-K for the year ended December 31, 1988, File No. 1-8441.
(iv) 1988 Incentive Stock Option Plan of Carolina Freight Corporation and 1988 Incentive Stock Option Agreement. Incorporated by reference to Exhibit 10(h)(iv) on Form 10-K for the year ended December 31, 1988, File No. 1-8441.
(v) Amendments to 1980, 1984 and 1988 Incentive Stock Option Plans of Carolina Freight Corporation. Incorporated by reference to Exhibit 10(h)(v) on Form 10-K for the year ended December 31, 1989, File No. 1-8441.
(vi) 1989 Incentive Stock Option Plan of Carolina Freight Corporation and 1989 Incentive Stock Option Agreement. Incorporated by reference to Exhibit 10(h)(vi) on Form 10-K for the year ended December 31, 1989, File No. 1-8441.
10(k) Secured Revolving Credit and Letter of Credit Agreement Dated as of March 15, 1994. Incorporated by reference 10(k) on Form 10Q for the quarter ended March 26, 1994, File No. 1-8441.
10(l) Carolina Freight Trade Receivables Master Trust Pooling and Servicing Agreement dated December 1, 1993. Incorporated by reference to Exhibit 10(m) on Form 10-K for the year ended December 31, 1993, File No. 1-8441.
10(m) Executive Benefit Plan Agreements:
(i) Executive Benefit Plan Agreements of All Officers and Directors of Carolina Freight Corporation. Incorporated by reference to Exhibit 10(j) on Form 10-K for the year ended December 31, 1984, File No. 1-8441.
(ii) Salary Deferral Plan of Officers and Directors of Carolina Freight Corporation. Incorporated by reference to Exhibit 10(r)(ii) on Form 10-K for the year ended December 31, 1986, File No. 1-8441.
(iii) Amendment Number One to Deferred Compensation Agreement of All Directors of Carolina Freight Corporation. Incorporated by reference to Exhibit 10(p)(iii) on Form 10-K for the year ended December 31, 1987, File No. 1-8441.
(iv) Amendment Number One to Deferred Compensation Agreement of All Officers of Carolina Freight Corporation. Incorporated by reference to Exhibit 10(p)(iv) for the year ended December 31, 1987, File No. 1-8441.
(v) Amended Executive Supplemental Benefit Plan. Incorporated by reference to Exhibit 10(p)(v) on Form 10-K for the year ended December 31, 1988, File No. 1-8441.
(vi) Representative sample of individual contracts signed by participants in the 1990 Salary Deferral Plan for Officers and Directors. Incorporated by reference to Exhibit 10(v)(vi) on Form 10-K for the year ended December 31, 1991, File 1-8441.
10(n) Form of Indemnification Agreement between Carolina Freight Corporation and Its Board of Directors and Schedule Identifying Documents Omitted. Incorporated by reference to Exhibit 10(q) on Form 10-K for the year ended December 31, 1987, File No. 1-8441.
10(o) Form of Severance Pay Agreement between Carolina Freight Corporation and Its Officers and Schedule Identifying Documents Omitted. Incorporated by reference to Exhibit10(r) on Form 10-K for the year ended December 31, 1987, File No. 1-8441.
10(p) Loan Agreements in connection with the following industrial revenue bond financings of Carolina Freight Carriers Corporation:
(i) Howard County, Maryland dated September 1, 1981. Incorporated by reference to Exhibit 10(k)(i) on Form 10-K for the year ended December 31, 1984, File No. 1-8441.
(ii) City of Rockford, Illinois dated October 1, 1981. Incorporated by reference to Exhibit10(k)(ii) on Form 10-K for the year ended December 31, 1984, File No. 1-8441.
(iii) New Jersey Economic Development (Jersey City) dated January 1, 1982. Incorporated by reference to Exhibit 10(k)(iii) on Form 10-K for the year ended December 31, 1984, File No. 1-8441.
(iv) Village of Forest View, Illinois dated November 1, 1982. Incorporated by reference to Exhibit 10(k)(iv) on Form 10-K for the year ended December 31, 1984, File No. 1-8441.
(v) County of Cuyahoga, Ohio dated August 29, 1983. Incorporated by reference to Exhibit 10(k)(vi) on Form 10-K for the year ended December 31, 1984, File No. 1-8441.
(vi) Mortgage Note and Mortgage dated December 9, 1983 of Berks County Development Authority. Incorporated by reference to Exhibit 10(k)(vii) on Form 10-K for the year ended December 31, 1984, File No. 1-8441.
(vii) City of Hayward, California and Summit Companies, Inc. dated December 1, 1983. Incorporated by reference to Exhibit 10(k)(viii) on Form 10-K for the year ended December 31, 1984, File No. 1-8441.
(viii)County of Lucas, Ohio dated May 1, 1984. Incorporated by reference to Exhibit 10(k)(ix) on Form 10-K for the year ended December 31, 1984, File No. 1-8441.
(ix) Michigan Job Development Authority dated October 1, 1984. Incorporated by reference to Exhibit 10(k)(x) on Form 10- K for the year ended December 31, 1984, File No. 1-8441.
(x) Cumberland County, Pa. Industrial Development Authority Mortgage dated October 1, 1985, and Promissory Note dated October 17, 1985. Incorporated by reference to Exhibit 10(s)(xii) on Form 10-K for the year ended December 31, 1985, File No. 1-8441.
(xi) Dade County, Florida, Industrial Development Authority, Installment Purchase Contract, dated December 1, 1985. Incorporated by reference to Exhibit 10(s)(xiv) on Form 10-K for the year ended December 31, 1985, File No. 1-8441.
(xii) City of Memphis and County of Shelby, Tennessee, Industrial Development Board dated October 1, 1986. Incorporated by reference to Exhibit 10(s)(xv) on Form 10-K for the year ended December 31, 1986, File No. 1-8441.
(xiii) New Jersey Economic Development Authority, Variable Rate Demand Economic Development Bond dated February 22, 1990. Incorporated by reference to Exhibit 10(v)(xiv) on Form 10-K for the year ended December 31, 1990, File No. 1-8441.
(xiv) Carolina Freight Tax-Exempt Bond Grantor Trust dated May 23, 1990. Incorporated by reference to Exhibit 10(v)(xv) on Form 10-K for the year ended December 31, 1990, File No. 1-8441.
10(q) Grantor Trust Agreement. Incorporated by reference to Exhibit 10(w) on Form 10-K for the year ended December 31, 1989, File No. 1-8441.
10(r) Retirement contract between Carolina Freight Corporation and Palmer E. Huffstetler dated November 1994.
11. Computation of Earnings Per Common Share.
13. 1994 Annual Report to Shareholders (pages 18 - 37).
21. List of subsidiaries of Carolina Freight Corporation.
23. Consent of Independent Public Accountants.
27. Financial Data Schedule (for SEC use only)