Filed by Roadway Corporation
Pursuant to Rule 425 Under the Securities Act of 1933
Subject Company: Roadway Corporation
Commission File No.: 333-108081
This document is being filed pursuant to Rule 425 under the Securities
Act of 1933 and is deemed filed pursuant to Rule 14a-12 under the Securities
Exchange Act of 1934.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
On August 19, 2003, Yellow Corporation filed a registration statement
on Form S-4 with the Securities and Exchange Commission, or SEC, in connection
with the proposed merger transaction with Roadway Corporation that contains a
preliminary joint proxy statement/prospectus regarding the transaction.
Investors and security holders of Yellow and Roadway are urged to read the
preliminary joint proxy statement/prospectus filed with the SEC on August 19,
2003, the definitive joint proxy statement/prospectus when it becomes available,
and any other relevant materials filed by Yellow or Roadway with the SEC because
they contain, or will contain, important information about Yellow, Roadway and
the transaction. The definitive joint proxy statement/prospectus will be sent to
the security holders of Yellow and Roadway seeking their approval of the
proposed transaction. Investors and security holders may obtain a free copy of
the preliminary joint proxy statement/prospectus filed with the SEC on August
19, 2003 and the definitive joint proxy statement/prospectus when it becomes
available, as well as other documents filed by Yellow and Roadway with the SEC,
at the SEC's web site at www.sec.gov. A free copy of the preliminary joint proxy
statement/prospectus and such other documents may also be obtained by requesting
them in writing from Yellow (or by telephone from Yellow at (913) 696-6100), or
by requesting them in writing from Roadway (or by telephone from Roadway at
(330) 384-1717). Yellow and its executive officers and directors may be deemed
to be participants in the solicitation of proxies from the stockholders of
Yellow and Roadway in favor of the transaction. Information regarding the
interests of Yellow's officers and directors in the transaction, if any, is
included in the preliminary joint proxy statement/prospectus filed with the SEC
on August 19, 2003 and will be included in the definitive joint proxy
statement/prospectus when it becomes available. Roadway and its executive
officers and directors may be deemed to be participants in the solicitation of
proxies from the stockholders of Yellow and Roadway in favor of the transaction.
Information regarding the interests of Roadway's officers and directors in the
transaction, if any, is included in the preliminary joint proxy
statement/prospectus filed with the SEC on August 19, 2003 and will be included
in the definitive joint proxy statement/prospectus when it becomes available.
The following press release was issued by Roadway on September 17,
2003.
***
CONTACT:
John M. Hyre
Investor and Public Relations
330-258-6080
ROADWAY CORPORATION THIRD QUARTER 2003 UPDATE
AKRON, Ohio - September 17, 2003 - Roadway Corporation (Nasdaq: ROAD) today
announced that its operating subsidiaries are performing as expected, and the
Company anticipates earnings per share from continuing operations to be at the
upper end of its previously announced range of $0.60 to $0.70 per share
excluding costs associated with the Company's pending acquisition by Yellow
Corporation.
During the quarter, the Company will recognize approximately $0.88 per share in
one-time charges related to the accelerated vesting of stock and other
compensation under various Roadway benefit plans triggered by the pending
transaction, other costs related to the transaction and an increase in the
effective tax rate arising from these charges. As a result, the Company expects
to report a third quarter loss in the range of $0.16 to $0.21 per share.
Roadway has declared October 16, 2003 as the record date for Roadway
stockholders in connection with the pending Yellow/Roadway transaction.
Stockholders of Roadway common stock as of the close of trading on October 16,
2003, will have the right to participate in a special meeting of stockholders to
approve matters related to the acquisition of Roadway by Yellow. The shareholder
meeting is expected to occur in December 2003.
Note: This release contains, and other statements that we may make may contain,
forward- looking statements within the meaning of the Private Securities
Litigation Reform Act with respect to the outlook for expectations for revenue,
earnings or other future financial or business performance, strategies,
expectations and goals. All statements that are not historical statements of
fact are "forward-looking statements" and are subject to numerous risks and
uncertainties that could cause actual results to differ materially from those
expressed or implied in the forward-looking statements. Forward-looking
statements include all comments relating to our beliefs and expectations as to
future events and trends affecting our business, results of operations and
financial condition. We intend for the words "believes," "anticipates,"
"expects," "intends," "plans," "continues," "projects," and similar expressions
to identify forward-looking statements. The risks and uncertainties include,
among others, variable factors such as capacity and rate levels in the motor
freight industry; fuel prices; the impact of competition; the state of the
national economy; the success of our operating plans, including our ability to
manage growth and control costs; labor relations matters; uncertainties
concerning the impact terrorist activities may have on the economy and the motor
freight industry; and, the timely completion of Yellow Corporation's plan to
acquire Roadway Corporation and its subsidiaries. We have based these
forward-looking statements on management's analysis about future events only as
of the date of this press release. We undertake no obligation to publicly revise
these forward-looking statements to reflect events or circumstances that arise
after the date of this press release. These forward-looking statements are
subject to risks, uncertainties and assumptions about us and our subsidiaries.
In addition to the disclosure contained in this document, you should carefully
review the risks and uncertainties contained in other documents Roadway
Corporation files from time to time with the Securities and Exchange Commission.
Those documents are accessible on the SEC's Web site at www.sec.gov and through
our Web site at www.roadwaycorp.com.
Included in the Dow Jones Transportation Average, ROADWAY CORPORATION (NASDAQ:
ROAD), is a holding company dedicated to leveraging opportunities to expand the
transportation-related service offerings available to customers through the
Roadway portfolio of strategically linked transportation companies. Roadway
Corporation's principal subsidiaries include ROADWAY EXPRESS and ROADWAY NEXT
DAY CORPORATION. Roadway Express is a leading ISO 9001 and C-TPAT/PIP and FAST
certified transporter of industrial, commercial and retail goods in the two- to
five-day regional and long-haul markets. Roadway Express provides seamless
service throughout all 50 states, Canada, Mexico and Puerto Rico including
export/import services for more than 100 countries worldwide. Roadway Express
owns REIMER EXPRESS LINES in Canada and Mexican-based ROADWAY EXPRESS, S.A. DE
C.V. Roadway Next Day Corporation is a holding company focused on business
opportunities in the shorter-haul regional and next-day markets. Roadway Next
Day Corporation owns NEW PENN MOTOR EXPRESS, a next-day, ground
less-than-truckload carrier of general commodities serving twelve states in the
Northeastern United States, Quebec, Canada and Puerto Rico, with links to the
Midwest and Southeast United States and Ontario, Canada. For additional
information, contact Roadway Corporation at www.roadwaycorp.com.
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