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 11, 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 11, 2003.
Item 9. Regulation FD Disclosure
Yellow Corporation (“Yellow”) today announced the completion of its acquisition of Roadway Corporation.
The foregoing is qualified by reference to Exhibit 99.1 to this Current Report on Form 8-K, which is 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 Exchange 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 11, 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 11, 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 11, 2003
For Immediate Release
SUCCESSFUL CLOSING MARKS FIRST DAY OF YELLOW ROADWAY CORPORATION
— Yellow Roadway Leadership Team is Announced —
OVERLAND PARK, KAN. – A familiar ticker on the NASDAQ exchange today represents a far larger corporation: Yellow Roadway Corporation (NASDAQ: YELL). The approximately
$1 billion Yellow acquisition of Roadway, approved by shareholders on Dec. 9, 2003, and finalized today, brings together two of the strongest brands in transportation and creates an enterprise with more than $6 billion in combined 2003 revenue.
“The Roadway transaction is a significant milestone in the continuing transformation of both companies,” says Bill Zollars, chairman, president and CEO of Yellow Roadway Corporation. “Together, we have the increased scale, strong financial base and market reach needed to enhance shareholder value. We firmly believe this is the right strategy with the right partner at the right time.”
At events to mark the closing of the acquisition, Zollars announced the Yellow Roadway senior leadership team:
| • | Jim Staley, President and CEO, Roadway Group |
| • | James Welch, President and CEO, Yellow Transportation |
| • | Jim Ritchie, President and CEO, Meridian IQ |
| • | Mike Smid, President, Enterprise Services and Chief Integration Officer |
| • | Lynn Caddell, President, Yellow Technologies |
| • | Don Barger, Senior Vice President and Chief Financial Officer |
| • | Stephen Bruffett, Senior Vice President, Corporate Development and Investor Relations |
| • | Dan Churay, Senior Vice President, General Counsel and Secretary |
| • | Greg Reid, Senior Vice President and Chief Marketing Officer |
| • | Steve Yamasaki, Senior Vice President, Human Resources |
“The Yellow Roadway team will continue to invest in the strong portfolio of brands for both companies and continue to provide our services as separate organizations as we grow this business,” Zollars says.
A comprehensive review of administrative and support functions is being conducted, and Zollars says “best practices identified at Yellow and Roadway will be implemented to benefit our employees, our customers and our investors.”
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Forward-Looking Statements
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 “expect,” “will,” “look forward to” and similar expressions are intended to identify forward-looking statements. Yellow Roadway plans regarding the maintenance of the separate Yellow and Roadway brands and networks, technology matters, service offerings, and the focus on administrative and back-office synergies 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.
Yellow Roadway Corporation is a Fortune 500 Company and one of the largest transportation service providers in the world. Through operating subsidiaries including Yellow Transportation, Roadway Express, Roadway Next Day Corporation, Meridian IQ and Yellow Technologies, Yellow Roadway offers its customers a wide range of asset and non-asset-based transportation services integrated by technology. The Yellow Roadway portfolio of brands provides one of the most comprehensive package of services for the shipment of industrial, commercial and retail goods domestically and internationally. Headquartered in Overland Park, Kan., Yellow Roadway Corporation employs approximately 50,000 people.
| Media Contact: Suzanne Dawson |
| Linden Alschuler & Kaplan |
| 212-329-1420 |
| sdawson@lakpr.com |
| Analyst Contact: Stephen Bruffett |
| Yellow Corporation |
| 913-696-6108 |
| steve.bruffett@yellowcorp.com |
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