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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): JULY 8, 2003
ROADWAY CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 000-32821 34-1956254
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
1077 GORGE BOULEVARD 44310
AKRON, OHIO (Zip Code)
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (330) 384-1717
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE.
On July 8, 2003, Roadway Corporation ("Roadway") announced the signing
of a definitive agreement under which Yellow Corporation ("Yellow") will acquire
Roadway for approximately $966 million, or $48 per share (based on a fixed
exchange ratio and a 60-day average price per share of $24.95 for Yellow common
stock in a half cash, half stock transaction). Roadway will merge with and into
a wholly owned subsidiary of Yellow. By virtue of the merger, the surviving
company will remain obligated with respect to approximately $140 million of
Roadway indebtedness.
In general, upon the closing of the acquisition, each share of Roadway
stock will be converted into 1.924 shares of Yellow common stock. However, a
Roadway stockholder may elect to receive $48 in cash in lieu of Yellow stock for
each share of the stockholder's stock. Notwithstanding the individual elections
of the Roadway stockholders, no more than 50% of the Roadway shares may be
converted into cash. If more than 50% of the Roadway shares elect to receive
cash, those stockholders that so elect will receive proportionately less cash
and more stock such that 50% of the shares outstanding will receive cash, and
50% will receive stock. If fewer than 50% of the shares elect to receive cash,
the shares that did not elect to receive cash will receive proportionately less
Yellow stock and more cash such that 50% of the Roadway shares outstanding will
receive cash and 50% will receive stock. As a result of these elections and
adjustments, the aggregate consideration in the acquisition will consist of
approximately 50% cash and 50% Yellow common stock. Assuming all stockholders
elect to receive 50% cash and 50% Yellow common stock, each stockholder will
receive $24 per share in cash and 0.962 shares (or one half of the exchange
ratio) of Yellow common stock for each Roadway share, subject to any adjustment
in the exchange ratio described below.
The exchange ratio of 1.924 shares will be subject to further
adjustment based upon the 20-trading day average per share closing price of
Yellow common stock as of the date five trading days before closing. If the
average price is less than $21.21, the exchange ratio shall be the quotient of
$40.81 and the average price, or if the average price is greater than $28.69,
then the exchange ratio shall be the quotient of $55.20 and the average price.
If the average price of Yellow common stock is less than $16.63, Yellow may
elect not to consummate the acquisition.
The transaction is subject to the approval of the stockholders of both
companies, the successful completion of the financing of the cash portion of the
purchase price as well as the refinancing of certain existing debt facilities of
both companies and customary regulatory approvals including the expiration or
termination of the waiting period pursuant to the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended. Subject to the successful completion of
these events, the transaction is expected to close in the fourth quarter of
2003.
The foregoing is qualified by reference to Exhibits 2.1 and 99.1 to
this Current Report on Form 8-K, which are incorporated herein by reference.
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.
2.1 Agreement and Plan of Merger, dated as of July 8,
2003, by and among Yellow Corporation, Yankee LLC and
Roadway Corporation. Pursuant to Item 601(b)(2) of
Regulation S-K, certain schedules, exhibits and
similar attachments to this Merger Agreement have
not been filed with this exhibit. The schedules
contain various items relating to the assets of the
business being acquired and the representations and
warranties made by the parties to the Merger
Agreement. Roadway agrees to furnish supplementally
any omitted schedule, exhibit or similar attachment
to the SEC upon request.
99.1 Joint Press Release of Yellow Corporation and Roadway
Corporation, dated July 8, 2003.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: July 8, 2003
ROADWAY CORPORATION
By: /s/ John J. Gasparovic
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John J. Gasparovic
Executive Vice President, General Counsel
and Secretary
INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION
2.1 Agreement and Plan of Merger, dated as of July 8,
2003, by and among Yellow Corporation, Yankee LLC and
Roadway Corporation. Pursuant to Item 601(b)(2) of
Regulation S-K, certain schedules, exhibits and
similar attachments to this Merger Agreement have
not been filed with this exhibit. The schedules
contain various items relating to the assets of the
business being acquired and the representations and
warranties made by the parties to the Merger
Agreement. Roadway agrees to furnish supplementally
any omitted schedule, exhibit or similar attachment
to the SEC upon request.
99.1 Joint Press Release of Yellow Corporation and Roadway
Corporation, dated July 8, 2003.