SEC Filing | Yellow Corporation

View:

Download DOC

Download PDF

Download XLS

Form 425

Filed by Yellow Corporation

Pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12 and Rule 14d-2(b)

of the Securities Exchange Act of 1934

Subject Company: Yellow Corporation

Commission File No.: 333-108081

Subject Company: Roadway Corporation

Commission File No.: 000-32821

FORWARD-LOOKING STATEMENTS

Certain statements made herein contain forward-looking statements 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 words “expect,” “will,” “look forward to” and similar expressions are intended to identify forward-looking statements.

The expectations set forth in this filing regarding accretion, returns on invested capital, achievement of annual savings and synergies, achievement of strong cash flow, sufficiency of cash flow to fund capital expenditures and achievement of debt reduction targets are only the parties’ expectations regarding these matters. Actual results could differ materially from these expectations depending on factors such as the combined company’s cost of capital, the ability of the combined company to identify and implement cost savings, synergies and efficiencies in the time frame needed to achieve these expectations, prior contractual commitments of the combined companies and their ability to terminate these commitments or amend, renegotiate or settle the same, the combined company’s actual capital needs, the absence of any material incident of property damage or other hazard that could affect the need to effect capital expenditures, any unforeseen merger or acquisition opportunities that could affect capital needs, the costs incurred in implementing synergies and the factors that generally affect both Yellow’s and Roadway’s respective businesses as further outlined in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in each of the companies’ respective Annual Reports on Form 10-K for the year ended December 31, 2002 and the “Risk Factors” outlined in Yellow’s Current Report on Form 8-K filed on August 4, 2003 and its Registration Statement on Form S-4 filed on August 19, 2003. Yellow’s plans regarding the maintenance of the separate Yellow and Roadway brands and networks, the continuation of the Roadway headquarters as a major operational center, the focus on administrative and back office synergies and workforce rationalizations are only its current plans and intentions regarding these matters. Actual actions that the combined company may take may differ from time to time as the combined company may deem necessary or advisable in the best interest of the combined company and its shareholders to attempt to achieve the successful integration of the companies, the synergies needed to make the transaction a financial success and to react to the economy and the combined company’s market for its transportation services.

ADDITIONAL INFORMATION

Yellow and Roadway will file a proxy statement/prospectus and other relevant documents concerning the proposed merger transaction with the Securities and Exchange Commission (“SEC”). Investors are urged to read the proxy statement/prospectus when it becomes available and any other relevant documents filed with the SEC because they will contain important information. You will be able to obtain the documents free of charge at the website maintained by the SEC at www.sec.gov. In addition, you may obtain documents filed with the SEC by Yellow free of charge by requesting them in writing from Yellow or by telephone at (913) 696-6100. You may obtain documents filed with the SEC by Roadway free of charge by requesting them in writing from Roadway or by telephone at (330) 384-1717. Yellow and Roadway, and their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies from the stockholders of Yellow and Roadway in connection with the merger. Information about the directors and executive officers of Yellow and their ownership of Yellow stock is set forth in the proxy statement for Yellow’s 2003 Annual Meeting of Stockholders. Information about the directors and executive officers of Roadway and their ownership of Roadway stock is set forth in the proxy statement for Roadway’s 2003 Annual Meeting of Stockholders. Investors may obtain additional information regarding the interests of such participants by reading the proxy statement/prospectus when it becomes available.

The following documents are filed herewith pursuant to Rule 425 under the Securities Act of 1933:

•

Press Release of Yellow Corporation dated October 1, 2003; and

•

Sideshow presentation to analysts on October 3, 2003

10990 Roe Avenue

Overland Park, KS 66211-1213

(913) 696-6100

(913) 696-6116 FAX

NEWS RELEASE

YELLOW CORPORATION

October 1, 2003

For Immediate Release

YELLOW CORPORATION TO HOST ANALYSTS MEETING

OVERLAND PARK, KAN. — Yellow Corporation (NASDAQ: YELL), will host an analysts meeting at its world headquarters on Friday, October 3, 2003. The meeting, which will begin at 1 p.m. EDT, can be accessed either through the internet or by dial-in. Bill Zollars, Chairman, President and CEO of Yellow Corporation, and Jim Staley, President and CEO of Roadway Corporation, are scheduled to present, along with other members of Yellow senior management.

A live audio webcast of our strategic direction and financial update discussions can be accessed on our website, www.yellowcorp.com, or at: http://www.corporate-ir.net/ireye/ir_site.zhtml?ticker=yell&script=1010&item_id=788946. Presentations will be available for 30 days on these websites. The audio portion of the presentations can also be accessed live by dialing 1.888.609.3912.

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.


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

AnalystsMeeting

Exhibit 99.2

Stephen Bruffett

Vice President and Treasurer, Yellow Corporation

Forward-looking Statements

This presentation (and oral statements made regarding the subjects of this presentation, contains forward-looking statements 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 words “expect,” “will,” “remain,” “estimated,” “anticipated” and similar expressions are intended to identify forward-looking statements. The expectations set forth in this release regarding accretion, incremental margins, economic recovery, achievement of annual savings and synergies, achievement of strong cash flow, sufficiency of cash flow to fund capital expenditures and achievement of debt reduction targets are only the parties’ expectations regarding these matters. Actual results could differ materially from these expectations depending on factors such as the combined company’s cost of capital, the ability of the combined company to identify and implement cost savings, synergies and efficiencies in the time frame needed to achieve these expectations, prior contractual commitments of the combined companies and their ability to terminate these commitments or amend, renegotiate or settle the same, the combined company’s actual capital needs, the absence of any material incident of property damage or other hazard that could affect the need to effect capital expenditures, any unforeseen merger or acquisition opportunities that could affect capital needs, the costs incurred in implementing synergies and the factors that generally effect both Yellow and Roadway businesses as further outlined in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in each of the companies respective Annual Reports on Form 10-K for the year ended December 31, 2002. Yellow plans regarding the maintenance of the separate Yellow and Roadway brands and networks, technology matters, service offerings, the focus on administrative and back office synergies and are only its current plans and intentions regarding these matters. Actual actions that the combined company may take may differ from time to time as the combined company may deem necessary or advisable in the best interest of the combined company and its shareholders to attempt to achieve the successful integration of the companies, the synergies needed to make the transaction a financial success and to react to the economy and the combined company’s market for its transportation services.

AnalystsMeeting

Bill Zollars

Chairman, President and CEO, Yellow Corporation

Reinventing A Company

“It is not the strongest of the
species that survive, nor the
most intelligent, but those
most responsive to change.”

- Charles Darwin

William “Refrigerator” Perry

Height: 6-2

Speed: Slow

Power: Enormous

Weight: 315

Agility: None

Versatility: Low

The Old Yellow

Big

Slow

U.S.A. Only

One Trick Pony

Regulated

Inwardly Obsessed

Technology Aware

75 Year History

Yellow

Worst of ‘97

Barry Sanders (The New Team Yellow)

Height: 5-8

Speed: Lightning Fast

Power: Focused

Weight: 200

Agility: Nimble

Versatility: High

The New Yellow

Big

Nimble/Flexible

Global

Service Portfolio

Highly Competitive

Customer Centric

Technology Driven

Strong Brand

“Change everything fast
and all at once.”

- Gordon Bethune

Continental Airlines

At Yellow, Everything
Starts With The Customer

Before and After

Our business used to be:

Trucking

Freight Movement

Less Than Truckload (LTL)

Now our business is:

Services that satisfy consumer needs

Services that give consumers peace of mind

Services that deliver on promises

Where To Start?

“Need A Light
On The Hill”

Our Core Purpose

To make global commerce work
by connecting people, places
and information.

Our Vision

Yellow will be the leading provider
of guaranteed, time-definite,
defect-free, hassle-free
transportation services for
business customers worldwide.

How Do We Get
To The Vision?

How Do We Get To The Vision?

People

Process

Technology

People

Challenge –

Create a High Performance /

Customer Centric Culture

People

Changing Culture Is Like

Changing The Company’s DNA

People

Management Team

Well-balanced

Yellow, Kodak, Ryder, P&G, Bristol Myers, FedEx,
General Electric, Hillenbrand, Motorola, Baker Hughes,
Hertz, SABRE, Honeywell

People

Relentless Repetition

of Vision

People

Enabling Organization

People

Fallacy -

“Any Organizational Structure
Will Work With The Right People.”

People

Truth -

“The Best People Operating In
The Best Structure Will Always Win.”