UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 19, 2003
Yellow Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 000-12255 | 48-0948788 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| 10990 Roe Avenue Overland Park, Kansas |
66211 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (913) 696-6100
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial statements of businesses acquired.
Not applicable
(b) Pro forma financial information.
Not applicable
(c) Exhibits.
99.1 Press Release of Yellow Corporation dated August 18, 2003.
Item 9. Regulation FD Disclosure
On August 18, 2003, Yellow Corporation (“Yellow” or the “Company”) announced that the Company had received second requests for additional information from the Department of Justice in connection with the proposed acquisition of Roadway Corporation by Yellow.
The information presented in this Current Report on Form 8-K may contain forward-looking statements and certain assumptions upon which such forward-looking statements are in part based. Numerous important factors, including those factors identified as in Yellow’s Annual Report on Form 10-K and other of the Company’s filings with the Securities and Exchange Commission, and the fact that the assumptions set forth in this Current Report on Form 8-K could prove incorrect, could cause actual results to differ materially from those contained in such forward-looking statements.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: August 19, 2003
| YELLOW CORPORATION | ||
| By: |
/s/ Daniel J. Churay | |
| Daniel J. Churay Senior Vice President, General Counsel and Secretary | ||
Index to Exhibits
| Exhibit Number |
Description | |
| 99.1 | Press Release of Yellow Corporation dated August 18, 2003. | |
EXHIBIT 99.1
10990 Roe Avenue
Overland Park, KS 66211-1213
(913) 696-6100
(913) 696-6116 FAX
NEWS RELEASE
YELLOW CORPORATION
August 18, 2003
For Immediate Release
YELLOW CORPORATION RECEIVES SECOND REQUEST REGARDING
PROPOSED ACQUISITION OF ROADWAY CORPORATION
OVERLAND PARK, KS (August 18, 2003) – Yellow Corporation (NASDAQ: YELL) (Yellow) and Roadway Corporation (NASDAQ: ROAD) (Roadway) have received second requests for additional information from the Department of Justice (DOJ) in connection with the proposed acquisition of Roadway by Yellow.
“Today, Yellow and Roadway received second requests from the Department of Justice for additional information relevant to the proposed acquisition of Roadway by Yellow. Given the size and scope of the transaction and the importance of our two companies and their brands in the transportation industry, this second request was expected,” said Yellow chairman, president, and chief executive officer Bill Zollars. “Both companies are already working expeditiously to respond to the request. We have every reason to believe that we will complete the transaction in a timely manner.”
* * * * * *
The information and comments above include a forward-looking statement within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The word “will” is intended to identify the forward-looking statement. Yellow’s expectation regarding the timely completion of its acquisition is only its expectation regarding this matter. Yellow’s acquisition of Roadway is subject to the approval of the shareholders of both companies, the successful completion of the financing of the cash portion of the purchase price as well as the refinancing of certain existing debt facilities of both companies, customary regulatory approvals including the expiration or termination of the waiting period pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and certain other conditions to closing contained in the merger agreement. These factors and conditions could affect actual timing of the completion of the transaction.
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Yellow Corporation, a Fortune 500 company, is a holding company that through wholly-owned operating subsidiaries offers its customers a wide range of asset and non-asset-based transportation services integrated by technology. Its largest subsidiary, Yellow Transportation, offers a full range of regional, national and international services for the movement of industrial, commercial and retail goods. Meridian IQ is a non-asset global transportation management company that plans and coordinates the movement of goods worldwide. Yellow Technologies provides innovative technology solutions and services exclusively for Yellow Corporation companies. Headquartered in Overland Park, Kansas, Yellow Corporation employs approximately 23,000 people.
Roadway Corporation, a Fortune 500 company included in the Dow Jones Transportation Average, is a holding company that through wholly-owned operating subsidiaries offers its customers a wide range of asset and non-asset-based transportation services. Its principal subsidiaries include Roadway Express and Roadway Next Day Corporation. Roadway Express is a leading transporter of industrial, commercial and retail goods in the two to five day regional and long-haul markets. Roadway Next Day Corporation is focused on business opportunities in the shorter-haul regional and next day markets. Headquartered in Akron, Ohio, Roadway Corporation employs approximately 27,000 people.
| Analyst Contact: |
Stephen Bruffett | |
| Yellow Corporation | ||
| 913.696.6108 | ||
| steve.bruffett@yellowcorp.com | ||
| Media Contact: |
Suzanne Dawson | |
| Linden Alschuler & Kaplan | ||
| 212.329.1420 | ||
| sdawson@lakpr.com |
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