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): December 3, 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 December 3, 2003.
Item 9. Regulation FD Disclosure
On December 3, 2003, Yellow Corporation (“Yellow” or the “Company”) issued a press release regarding a meeting for investors and analysts to be held on December 10, 2003. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
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.
Information in this Current Report that is being furnished pursuant to Item 9 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information furnished pursuant to Item 9 in this Current Report shall not be incorporated by reference into any registration statement pursuant to the Securities Act of 1933, as amended. The furnishing of the information in Item 9 of this Current Report is not intended to, and does not, constitute a representation that such furnishing is required by Regulation FD or that the information Item 9 of this Current Report contains is material investor information that is not otherwise publicly available.
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: December 3, 2003
| YELLOW CORPORATION | ||
| By: |
/s/ Stephen L. Bruffett | |
| Stephen L. Bruffett Vice President and Treasurer | ||
Index to Exhibits
| Exhibit Number |
Description | |
| 99.1 | Press Release of Yellow Corporation dated December 3, 2003 | |
| 10990 Roe Avenue |
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| Overland Park, KS 66211-1213 |
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| (913) 696-6100 |
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| (913) 696-6116 FAX |
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| N E W S R E L E A S E | ||||
| Y E L L O W C O R P O R A T I O N |
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December 3, 2003
For Immediate Release
YELLOW AND ROADWAY TO HOST INVESTOR MEETING IN NYC ON DECEMBER 10
OVERLAND PARK, KAN.—Yellow Corporation (NASDAQ: YELL) (Yellow) and Roadway Corporation (NASDAQ: ROAD) (Roadway) will host a meeting for investors and analysts on December 10, 2003 at 4:30 p.m. EST. The meeting will be held at the Sofitel Hotel, Grand Ballroom, 45 West 44th Street in New York City.
An update on the pending acquisition of Roadway by Yellow, along with an initial outlook for 2004, will be provided by Bill Zollars, Chairman, President and CEO of Yellow, Jim Staley, President and CEO of Roadway, and Don Barger, Senior Vice President and CFO of Yellow. A question and answer session will follow management comments.
The presentation and webcast can be accessed at www.yellowcorp.com, www.roadwaycorp.com or www.yellowroadwayinformationcenter.com. In addition, interested parties can listen to the presentation by dialing 800-289-0493, passcode 622562. A replay of the meeting will be available beginning at 9:30 p.m. EST on December 10 by dialing 888-203-1112, with passcode 622562.
The pending acquisition of Roadway by Yellow is expected to close on December 11, 2003. This closing date assumes that stockholders of both companies approve merger-related matters at the special stockholders’ meetings on December 9, 2003, and that all other conditions to the merger will be satisfied at the closing.
This news release 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 “expected,” “assumes,” “will” and similar expressions are intended to identify forward-looking statements.
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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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