-----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, ETfwj3ZNTaFWUfKp/D3ukb65/M/Y+oRfXrm9fGcUIuA2Rpbl1qz4kKRaBgy/LmqY HUkrnB/xWn19GziPv6GHNQ== 0000950144-97-003713.txt : 19970403 0000950144-97-003713.hdr.sgml : 19970403 ACCESSION NUMBER: 0000950144-97-003713 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970402 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: BUILDERS TRANSPORT INC CENTRAL INDEX KEY: 0000726617 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 581186216 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-11300 FILM NUMBER: 97573832 BUSINESS ADDRESS: STREET 1: P O BOX 7005 STREET 2: 2029 W DEKALB ST CITY: CAMDEN STATE: SC ZIP: 29020 BUSINESS PHONE: 8034321400 MAIL ADDRESS: STREET 1: PO BOX 7005 CITY: CAMDEN STATE: SC ZIP: 29020 10-K/A 1 BUILDERS TRANSPRORT, INC. 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO FORM 10-K/A (MARK ONE) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996). FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) FOR THE TRANSITION PERIOD FROM ________ TO ________
COMMISSION FILE NUMBER 0-11300 BUILDERS TRANSPORT, INCORPORATED (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 58-1186216 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 2029 W. DEKALB ST., 29020-7005 POST OFFICE BOX 7005, CAMDEN, SC (Zip Code) (Address of Principal Executive Offices)
(803) 432-1400 (Registrant's Telephone Number, Including Area Code) SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: COMMON STOCK, PAR VALUE $.01 PER SHARE 8% CONVERTIBLE SUBORDINATED DEBENTURES DUE AUGUST 15, 2005 6 1/2% CONVERTIBLE SUBORDINATED DEBENTURES DUE MAY 1, 2011 (Titles of Classes) INDICATE BY CHECK MARK WHETHER THE REGISTRANT: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate by check mark if disclosure of delinquent files pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] State the aggregate market value of the voting stock held by non-affiliates of the registrant: $16,830,665 as of March 21, 1997. Indicate the number of shares outstanding of each of the registrant's classes of common stock as of the latest practicable date: the number of shares outstanding as of March 21, 1997, of the registrant's only issued and outstanding class of stock, its $0.01 per share par value common stock, was 5,284,019. DOCUMENTS INCORPORATED BY REFERENCE The information set forth under Items 10, 11, 12 and 13 of Part III of this Report is incorporated by reference from the registrant's definitive proxy statement for the 1997 annual meeting of stockholders that will be filed no later than April 30, 1997. ================================================================================ 2 Builders Transport, Incorporated files this Amendment No. 1 to its Annual Report on Form 10-K for the year ended December 31, 1996 to place on file certain portions of Exhibit 24 that were inadvertently omitted by the Company's financial printer from the electronic transmission of the original filing. SIGNATURES 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. BUILDERS TRANSPORT, INCORPORATED By * ------------------------------------ Stanford M. Dinstein Vice Chairman, Chief Executive Officer and Director March 28, 1997 Pursuant to the requirements of the Securities Exchange Act of 1934, this Report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.
SIGNATURE TITLE DATE --------- ----- ---- * Chairman of the Board and March 28, 1997 - ----------------------------------------------------- Director David C. Walentas * Vice Chairman, Chief Executive March 28, 1997 - ----------------------------------------------------- Office and Director Stanford M. Dinstein * President, Chief Operating March 28, 1997 - ----------------------------------------------------- Officer and Director John R. Morris * Chief Financial Officer and March 28, 1997 - ----------------------------------------------------- Treasurer (Principal T. M. Guthrie Financial Officer and Principal Accounting Officer) * Director March 28, 1997 - ----------------------------------------------------- Arthur C. Baxter * Director March 28, 1997 - ----------------------------------------------------- Pierson G. Mapes * Director March 28, 1997 - ----------------------------------------------------- Frederick S. Morton
41 3
SIGNATURE --------- For the Directors and officers indicated above. /s/ T.M. GUTHRIE - ----------------------------------------------------- T. M. Guthrie Attorney-in-fact * T. M. Guthrie, pursuant to Powers of Attorney dated prior to the date hereof, executed by the officers and Directors listed above and filed with the Securities and Exchange Commission, by signing his name hereto does hereby sign and execute this Report on Form 10-K of Builders Transport, Incorporated, on behalf of the Company and each of the Directors and officers indicated above, in the capacities in which such names appear above.
42 4 EXHIBIT INDEX
EXHIBIT SEQUENTIAL NO. EXHIBIT PAGE NO. - ------- ------- ---------- 3.1 -- Amended and Restated Certificate of Incorporation of the Company, incorporated by reference to Exhibit 3.1 to the Company's Quarterly Report for the quarter ended June 30, 1992, on Form 10-Q, filed August 14, 1992................... 3.2 -- Amended and Restated Bylaws of the Company, as amended, incorporated by reference to Exhibit 3.2 to the Company's Annual Report on Form 10-K for the year ended December 31, 1993, filed March 31, 1994.................................. 4.1 -- Indenture between the Company and The First National Bank of Maryland, dated as of August 15, 1985, incorporated by reference to Exhibit (4)B to the Company's Amendment No. 1 to Registration Statement on Form S-1, filed August 29, 1985 (No. 2-99727)............................................... 4.2 -- Indenture between the Company and The First National Bank of Maryland, dated as of May 1, 1986, incorporated by reference to Exhibit (4)B to the Company's Amendment No. 1 to Registration Statement on Form S-1, filed May 1, 1986 (No. 33-5057).................................................... 4.3 -- First Supplemental Indenture between the Company and The First National Bank of Maryland, dated as of September 1, 1986, incorporated by reference to Exhibit 4a1 to the Company's Quarterly Report for the quarter ended September 30, 1986 on Form 10-Q, filed November 14, 1986.............. 10.1* -- Builders Transport, Incorporated Restated 1986 Incentive Stock Option Plan, incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1994, filed August 11, 1994.......... 10.2 -- Stock Purchase Agreement dated as of December 21, 1989, by and between the Company and AmSouth Bank N.A., as Trustee (subsequently assigned to National Bank of Commerce) under the stock benefit plan, incorporated by reference to Exhibit 1 to the Company's Report on Form 8-K, filed December 29, 1989........................................................ 10.3 -- Secured Loan Agreement dated as of December 21, 1989, by and among Builders Transport, Incorporated, the Subsidiaries, and AmSouth Bank N.A., as Trustee (subsequently assigned to National Bank of Commerce) under the stock benefit plan, incorporated by reference to Exhibit 4 to the Company's Report on Form 8-K, filed December 29, 1989................. 10.4 -- First Amendment dated as of January 1, 1994, to Secured Loan Agreement dated as of December 21, 1989 (subsequently assigned to National Bank of Commerce) incorporated by reference to Exhibit 10.4 to the Company's Annual Report on Form 10-K for the year ended December 31, 1993, filed March 31, 1994.................................................... 10.5 -- Pledge Agreement dated as of December 21, 1989, by and among the Company, the Subsidiaries, and AmSouth Bank N.A., as Trustee (subsequently assigned to National Bank of Commerce) under the stock benefit plan, incorporated by reference to Exhibit 5 to the Company's Report on Form 8-K filed December 29, 1989....................................................
5
EXHIBIT SEQUENTIAL NO. EXHIBIT PAGE NO. - ------- ------- ---------- 10.6 -- Assignment dated as of December 22, 1992, of Promissory Note, Secured Loan Agreement, Pledge Agreement, Stock Purchase Agreement and Indemnification Agreement to National Bank of Commerce as Successor Trustee pursuant to the Builders Transport, Incorporated and Subsidiaries Employee Stock Benefit Trust, incorporated by reference to Exhibit 10.8 to the Company's Annual Report on Form 10-K for the year ended December 31, 1992, filed March 22, 1993.......... 10.7* -- Builders Transport, Incorporated Employees Retirement Savings & Profit Sharing Plan, as amended and restated, incorporated by reference to Exhibit 10.7 to the Company's Annual Report on Form 10-K for the year ended December 31, 1994, filed March 31, 1995.................................. 10.8 -- Trust Agreement under the Builders Transport, Incorporated Employees Retirement Savings & Profit Sharing Plan, incorporated by reference to Exhibit 10.8 to the Company's Annual Report on Form 10-K for the year ended December 31, 1994, filed March 31, 1995.................................. 10.9* -- Employment Agreement dated March 1, 1991, between the Company and Stanford M. Dinstein, incorporated by reference to Exhibit 10.11 to the Company's Annual Report on Form 10-K for the year ended December 31, 1993, filed March 31, 1994........................................................ 10.10* -- Employment Agreement dated December 16, 1993, between the Company and John R. Morris, incorporated by reference to Exhibit 10.13 to the Company's Annual Report on Form 10-K for the year ended December 31, 1993, filed March 31, 1994........................................................ 10.11 -- Consulting Agreement dated April 30, 1993, between the Company and Two Trees, a New York general partnership, incorporated by reference to Exhibit 10.14 to the Company's Annual Report on Form 10-K for the year ended December 31, 1993, filed March 31, 1994.................................. 10.12 -- Amended and Restated Financing Agreement among the CIT Group/Business Credit, Inc., National Canada Finance Corp. and Builders Transport, Inc. dated as of May 28, 1993, incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report for the quarter ended June 30, 1993, on Form 10-Q, filed August 12, 1993............................ 10.13 -- Amendment No. 1 dated as of November 11, 1993, to the Amended and Restated Financing Agreement among the CIT Group/Business Credit, Inc., National Canada Finance Corp. and Builders Transport, Inc. dated as of May 28, 1993, incorporated by reference to Exhibit 10.16 to the Company's Annual Report on Form 10-K for the year ended December 31, 1994, filed March 31, 1995.................................. 10.14 -- Amendment No. 2 effective as of March 31, 1994, to the Amended and Restated Financing Agreement among the CIT Group/Business Credit, Inc., National Canada Finance Corp. and Builders Transport, Inc. dated as of May 28, 1993, incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1994, filed May 11, 1994................................ 10.15 -- Amendment No. 3 effective as of October 1, 1994, to the Amended and Restated Financing Agreement among the CIT Group/Business Credit, Inc., National Canada Finance Corp. and Builders Transport, Inc. dated as of May 28, 1993, incorporated by reference to Exhibit 10.18 to the Company's Annual Report on Form 10-K for the year ended December 31, 1994, filed March 31, 1995..................................
6
EXHIBIT SEQUENTIAL NO. EXHIBIT PAGE NO. - ------- ------- ---------- 10.16 -- Amendment No. 4 effective as of February 28, 1995, to the Amended and Restated Financing Agreement among the CIT Group/Business Credit, Inc., National Canada Finance Corp. and Builders Transport, Inc. dated as of May 28, 1993, incorporated by reference to Exhibit 10.19 to the Company's Annual Report on Form 10-K for the year ended December 31, 1994, filed March 31, 1995.................................. 10.17 -- Registration Rights Agreement dated August 27, 1993, by and between Vernon Milling Company, Inc., Elmer Thomas, Builders Transport, Incorporated and Builders Transport, Inc., incorporated by reference to Exhibit 4.1 to the Company's Report on Form 8-K, filed September 10, 1993................ 10.18 -- Builders Transport, Incorporated Amended and Restated Non-Employee Directors' Stock Option Plan, incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1994, filed May 11, 1994.................................................... 10.19 -- Agreement of Purchase and Sale by and between Builders Transport, Incorporated and Two Trees, incorporated by reference to Exhibit 10.22 to the Company's Annual Report on Form 10-K for the year ended December 31, 1995, filed March 29, 1996.................................................... 10.20 -- Lease Agreement by and between Two Trees and Builders Transport, Incorporated, incorporated by reference to Exhibit 10.23 to the Company's Annual Report on Form 10-K for the year ended December 31, 1995, filed March 29, 1996........................................................ 10.21 -- Amendment No. 5 effective as of December 29, 1995, to the Amended and Restated Financing Agreement among the CIT Group/Business Credit, Inc.; National Bank of Canada, as assignee of National Canada Finance Corp.; and Builders Transport, Inc. dated as of May 28, 1993, incorporated by reference to Exhibit 10.24 to the Company's Annual Report on Form 10-K for the year ended December 31, 1995, filed March 29, 1996.................................................... 10.22 -- Amendment No. 6 effective as of March 25, 1996, to the Amended and Restated Financing Agreement among the CIT Group/Business Credit, Inc.; National Bank of Canada, as assignee of National Canada Finance Corp.; and Builders Transport, Inc. dated as of May 28, 1993, incorporated by reference to Exhibit 10.25 to the Company's Annual Report on Form 10-K for the year ended December 31, 1995, filed March 29, 1996.................................................... 10.23* -- Amendment No. 1 to the Builders Transport, Incorporated Employees Retirement Savings & Profit Sharing Plan, incorporated by reference to Exhibit 10.26 to the Company's Annual Report on Form 10-K for the year ended December 31, 1995, filed March 29, 1996.................................. 10.24* -- First Amendment made as of March 27, 1996, to Employment Agreement dated December 16, 1993 between the Company and John R. Morris.............................................. 10.25 -- Amendment No. 7 effective as of June 10, 1996, to the Amended and Restated Financing Agreement among the CIT Group/Business Credit, Inc., National Bank of Canada and Builders Transport, Inc. dated May 28, 1993, incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1996, filed August 14, 1996............................................. 10.26 -- Amendment No. 8 dated as of January 10, 1997, to the Amended and Restated Financing Agreement among the CIT Group/Business Credit, Inc., National Bank of Canada and Builders Transport, Inc. dated May 28, 1993.................
7
EXHIBIT SEQUENTIAL NO. EXHIBIT PAGE NO. - ------- ------- ---------- 10.27 -- Builders Transport, Incorporated press release dated March 21, 1997, relating to Alex. Brown & Sons Incorporated's retention as financial advisor to review various alternatives with respect to restructuring the Company's debt obligations............................................ 10.28 -- Amendment to the Builders Transport, Inc. Restated 1986 Incentive Stock Option Plan adopted by resolution dated September 1, 1996, of the Executive Committee of the Board of Directors of Builders Transport, Incorporated............ 10.29 -- Amendment to the Builders Transport, Incorporated Amended and Restated Non-Employee Directors' Stock Option Plan adopted by resolution dated November 18, 1996, of the Board of Directors of Builders Transport, Incorporated............ 11 -- Statement re: Computation of Per Share Earnings............. 21 -- Subsidiaries of the Company, incorporated by reference to Exhibit to the Company's Annual Report on Form 10-K for the year ended December 31, 1994, filed March 31, 1995.......... 23 -- Consent of Independent Auditors............................. 24** -- Powers of Attorney.......................................... 27 -- Financial Data Schedule.....................................
- --------------- * Denotes a management contract or compensatory plan or arrangement. ** Filed herewith. EX-24 2 POWERS OF ATTORNEY 1 EXHIBIT 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned Director or officer of Builders Transport, Incorporated, a Delaware corporation (the "Company"), hereby constitutes and appoints Stanford M. Dinstein, John R. Morris, T. Michael Guthrie or Robert E. Lee Garner the true and lawful agents and attorneys-in-fact of the undersigned with full power and authority in each of said agents and attorneys-in-fact, acting singly, to sign for the undersigned as Director or an officer of the Company, or as both, the Company's 1996 Annual Report on Form 10-K to be filed with the Securities and Exchange Commission, Washington, D.C. under the Securities Exchange Act of 1934, and to sign any amendment or amendments to such Annual Report, including an Annual Report pursuant to Form 11-K to be filed as an amendment to the Form 10-K; hereby ratifying and confirming all acts taken by such agents and attorneys-in-fact as herein authorized. DATED: February 6, 1997. /s/ DAVID C. WALENTAS -------------------------------------- David C. Walentas 2 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned Director or officer of Builders Transport, Incorporated, a Delaware corporation (the "Company"), hereby constitutes and appoints Stanford M. Dinstein, John R. Morris, T. Michael Guthrie or Robert E. Lee Garner the true and lawful agents and attorneys-in-fact of the undersigned with full power and authority in each of said agents and attorneys-in-fact, acting singly, to sign for the undersigned as Director or an officer of the Company, or as both, the Company's 1996 Annual Report on Form 10-K to be filed with the Securities and Exchange Commission, Washington, D.C. under the Securities Exchange Act of 1934, and to sign any amendment or amendments to such Annual Report, including an Annual Report pursuant to Form 11-K to be filed as an amendment to the Form 10-K; hereby ratifying and confirming all acts taken by such agents and attorneys-in-fact as herein authorized. DATED: February 6, 1997. /s/ STANFORD M. DINSTEIN -------------------------------------- Stanford M. Dinstein 3 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned Director or officer of Builders Transport, Incorporated, a Delaware corporation (the "Company"), hereby constitutes and appoints Stanford M. Dinstein, John R. Morris, T. Michael Guthrie or Robert E. Lee Garner the true and lawful agents and attorneys-in-fact of the undersigned with full power and authority in each of said agents and attorneys-in-fact, acting singly, to sign for the undersigned as Director or an officer of the Company, or as both, the Company's 1996 Annual Report on Form 10-K to be filed with the Securities and Exchange Commission, Washington, D.C. under the Securities Exchange Act of 1934, and to sign any amendment or amendments to such Annual Report, including an Annual Report pursuant to Form 11-K to be filed as an amendment to the Form 10-K; hereby ratifying and confirming all acts taken by such agents and attorneys-in-fact as herein authorized. DATED: February 6, 1997. /s/ JOHN R. MORRIS -------------------------------------- John R. Morris 4 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned Director or officer of Builders Transport, Incorporated, a Delaware corporation (the "Company"), hereby constitutes and appoints Stanford M. Dinstein, John R. Morris, T. Michael Guthrie or Robert E. Lee Garner the true and lawful agents and attorneys-in-fact of the undersigned with full power and authority in each of said agents and attorneys-in-fact, acting singly, to sign for the undersigned as Director or an officer of the Company, or as both, the Company's 1996 Annual Report on Form 10-K to be filed with the Securities and Exchange Commission, Washington, D.C. under the Securities Exchange Act of 1934, and to sign any amendment or amendments to such Annual Report, including an Annual Report pursuant to Form 11-K to be filed as an amendment to the Form 10-K; hereby ratifying and confirming all acts taken by such agents and attorneys-in-fact as herein authorized. DATED: February 6, 1997. /s/ T. M. GUTHRIE -------------------------------------- T. M. Guthrie 5 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned Director or officer of Builders Transport, Incorporated, a Delaware corporation (the "Company"), hereby constitutes and appoints Stanford M. Dinstein, John R. Morris, T. Michael Guthrie or Robert E. Lee Garner the true and lawful agents and attorneys-in-fact of the undersigned with full power and authority in each of said agents and attorneys-in-fact, acting singly, to sign for the undersigned as Director or an officer of the Company, or as both, the Company's 1996 Annual Report on Form 10-K to be filed with the Securities and Exchange Commission, Washington, D.C. under the Securities Exchange Act of 1934, and to sign any amendment or amendments to such Annual Report, including an Annual Report pursuant to Form 11-K to be filed as an amendment to the Form 10-K; hereby ratifying and confirming all acts taken by such agents and attorneys-in-fact as herein authorized. DATED: February 6, 1997. /s/ ARTHUR C. BAXTER -------------------------------------- Arthur C. Baxter 6 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned Director or officer of Builders Transport, Incorporated, a Delaware corporation (the "Company"), hereby constitutes and appoints Stanford M. Dinstein, John R. Morris, T. Michael Guthrie or Robert E. Lee Garner the true and lawful agents and attorneys-in-fact of the undersigned with full power and authority in each of said agents and attorneys-in-fact, acting singly, to sign for the undersigned as Director or an officer of the Company, or as both, the Company's 1996 Annual Report on Form 10-K to be filed with the Securities and Exchange Commission, Washington, D.C. under the Securities Exchange Act of 1934, and to sign any amendment or amendments to such Annual Report, including an Annual Report pursuant to Form 11-K to be filed as an amendment to the Form 10-K; hereby ratifying and confirming all acts taken by such agents and attorneys-in-fact as herein authorized. DATED: February 6, 1997. /s/ FREDERICK S. MORTON -------------------------------------- Frederick S. Morton 7 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned Director or officer of Builders Transport, Incorporated, a Delaware corporation (the "Company"), hereby constitutes and appoints Stanford M. Dinstein, John R. Morris, T. Michael Guthrie or Robert E. Lee Garner the true and lawful agents and attorneys-in-fact of the undersigned with full power and authority in each of said agents and attorneys-in-fact, acting singly, to sign for the undersigned as Director or an officer of the Company, or as both, the Company's 1996 Annual Report on Form 10-K to be filed with the Securities and Exchange Commission, Washington, D.C. under the Securities Exchange Act of 1934, and to sign any amendment or amendments to such Annual Report, including an Annual Report pursuant to Form 11-K to be filed as an amendment to the Form 10-K; hereby ratifying and confirming all acts taken by such agents and attorneys-in-fact as herein authorized. DATED: February 6, 1997. /s/ PIERSON G. MAPES -------------------------------------- Pierson G. Mapes 8 BUILDERS TRANSPORT, INCORPORATED SECRETARY'S CERTIFICATE I, Robert E. Lee Garner, hereby certify as follows: 1. I am the Secretary of Builders Transport, Incorporated, a corporation duly organized and existing in good standing under the laws of the State of Delaware (the "Company"), and as such I am authorized to execute and deliver this certificate. 2. Attached hereto as Annex I is a true, complete and correct copy of a resolution duly adopted on November 18, 1996, by the Company's Board of Directors; said resolution has not been altered, amended or repealed; said resolution has been in full force and effect at all times since the date of its adoption; and said resolution is in full force and effect as of the date of this certificate. IN WITNESS WHEREOF, I have hereunto set my hand as of this 25th day of March, 1997. /s/ ROBERT E. LEE GARNER -------------------------------------- Robert E. Lee Garner Secretary Builders Transport, Incorporated 9 ANNEX I RESOLVED, that in connection with the preparation and filing of the Company's Annual Report on Form 10-K with the Securities and Exchange Commission, each of the Company's officers and Directors who may be required to execute said Form 10-K or any amendment thereto (whether on behalf of the Company or as an officer or Director thereof or by attesting the seal of the Company or otherwise) be, and he hereby is, authorized to execute a power of attorney appointing the Company's Chairman of the Board of Directors, the Vice Chairman of the Board of Directors and Chief Executive Officer, President, Treasurer or Secretary his true and lawful agent and attorney-in-fact to execute in his name, place and stead (in any such capacity) and as attorney and agent for the Company said Form 10-K and any and all amendments thereto, and all instruments necessary in connection therewith, to attest the seal of the Company thereon, and to file the same with the Securities and Exchange Commission, said attorney-in-fact and agent to have full power and authority to do and perform every act whatsoever necessary, appropriate or desirable to be done in the premises as fully and to all intents and purposes as any such officer or Director might or could do in person. -----END PRIVACY-ENHANCED MESSAGE-----