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 15, 2003 ------------------ YELLOW ROADWAY CORPORATION - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-12255 48-0948788 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) 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 ------------------- Yellow Corporation ------------------ (Former name or former address, if changed since last report.)
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 dated December 15, 2003. Item 9. Regulation FD Disclosure Yellow Roadway Corporation today announced the results of the cash election process related to the acquisition of Roadway Corporation by Yellow Corporation, which was completed on December 11, 2003. The foregoing is qualified by reference to Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated herein by reference. 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.
SIGNATURE 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. YELLOW ROADWAY CORPORATION ------------------------------------- (Registrant) Date: December 15, 2003 By: /s/ Stephen L. Bruffett -------------------------- ------------------------------------- Stephen L. Bruffett Vice President and Treasurer
[YELLOW ROADWAY CORPORATION LETTERHEAD] NEWS RELEASE DECEMBER 15, 2003 FOR IMMEDIATE RELEASE YELLOW ROADWAY ANNOUNCES CASH ELECTION RESULTS OVERLAND PARK, KAN. -- Yellow Roadway Corporation (NASDAQ: YELL) (Yellow Roadway) today announced the results of the cash election process related to the acquisition of Roadway Corporation (Roadway) by Yellow Corporation (Yellow), which was completed on December 11, 2003. Under the terms of the merger agreement, Roadway stockholders had the right to elect to receive all or part of the merger consideration in cash. These cash elections were subject to the allocation and proration adjustments described in the joint proxy statement/prospectus dated October 17, 2003. In aggregate, Roadway stockholders elected to receive 2,477,675 shares of consideration in cash. This represents 12.1 percent of 20,556,714 Roadway shares outstanding as of 5:00 p.m. EST on December 9, 2003. As a result of these cash elections, the following will apply: * For each share that Roadway stockholders elected as cash consideration, 100 percent of that share will be paid in cash of $48.00 per share. * For each share that Roadway stockholders elected as stock consideration, had no preference, or made no election, - 56.85 percent of that share will be paid in stock, which is equivalent to approximately .9961 (56.85 percent multiplied by the exchange ratio of 1.752) shares of Yellow Roadway stock. Consistent with the merger agreement, fractional shares received in the transaction will be paid in cash. - 43.15 percent of that share will be paid in cash, which is equivalent to $20.71 per share (43.15 percent multiplied by $48.00 per share). Yellow Roadway Corporation is a Fortune 500 Company and one of the largest transportation service providers in the world. Through its 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, Kansas, Yellow Roadway Corporation employs approximately 50,000 people. Media Contact: Analyst Contact: Suzanne Dawson Stephen Bruffett Linden Alschuler & Kaplan Yellow Roadway Corporation 212-329-1420 913-696-6108 sdawson@lakpr.com steve.bruffett@yellow-roadway.com