Edgar Filing: ROADWAY CORP

FILED BY ROADWAY CORPORATION
PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933
SUBJECT COMPANY: ROADWAY CORPORATION
COMMISSION FILE NO.: 000-32821

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.

FORWARD LOOKING STATEMENTS

This document 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.

The expectations set forth in this document regarding accretion, returns on
invested capital, achievement of annual savings and synergies, achievement of
strong cash flow, sufficiency of cash flow to fund capital expenditures and
achievement of debt reduction targets are only the parties' expectations
regarding these matters. Actual results could differ materially from these
expectations depending on factors such as the combined company's cost of
capital, the ability of the combined company to identify and implement cost
savings, synergies and efficiencies in the time frame needed to achieve these
expectations, prior contractual commitments of the combined companies and their
ability to terminate these commitments or amend, renegotiate or settle the same,
the combined company's actual capital needs, the absence of any material
incident of property damage or other hazard that could affect the need to effect
capital expenditures, any unforeseen merger or acquisition opportunities that
could affect capital needs, the costs incurred in implementing synergies and the
factors that generally effect both Yellow's and Roadway's respective businesses
as further outlined in "Management's Discussion and Analysis of Financial
Condition and Results of Operations" in each of the companies respective Annual
Reports on Form 10-K for the year ended December 31, 2002. Yellow's plans
regarding the maintenance of the separate Yellow and Roadway brands and
networks, the continuation of the Roadway headquarters as a major operational
center, the focus on administrative and back office synergies and workforce
rationalizations 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.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

Yellow and Roadway will file a proxy statement/prospectus and other relevant
documents concerning the proposed merger transaction with the SEC. Investors are
urged to read the proxy statement/prospectus when it becomes available and any
other relevant documents filed with the SEC because they will contain important
information. You will be able to obtain the documents free of charge at the
website maintained by the SEC at www.sec.gov. In addition, you may obtain
documents filed with the SEC by Yellow free of charge by requesting them in
writing from Yellow or by telephone at (913) 696-6100. You may obtain documents
filed with the SEC by Roadway free of charge by requesting them in writing from
Roadway or by telephone at (330) 384-1717.

Yellow and Roadway, and their respective directors and executive officers, may
be deemed to be participants in the solicitation of proxies from the
stockholders of Yellow and Roadway in connection with the merger. Information
about the directors and executive officers of Yellow and their ownership of
Yellow stock is set forth in the proxy statement for Yellow's 2003 Annual
Meeting of Stockholders. Information about the directors and executive officers
of Roadway and their ownership of Roadway stock is set forth in the proxy
statement for Roadway's 2003 Annual Meeting of Stockholders. Investors may
obtain additional information regarding the interests of such participants by
reading the proxy statement/prospectus when it becomes available.

****

THE FOLLOWING PRESS RELEASE WAS ISSUED BY YELLOW AND ROADWAY ON JULY 8, 2003.

[YELLOW(R) ROADWAY(R) CORPORATION LOGO]

FOR IMMEDIATE RELEASE

CONTACT:

INVESTORS: Stephen Bruffett of Yellow Corp. John Hyre of Roadway Corp.
(913) 696-6108 (330) 258-6080
steve.bruffett@yellowcorp.com jhyre@roadwaycorp.com

MEDIA: Suzanne Dawson of Linden Alschuler & Kaplan John Hyre of Roadway Corp.
(212) 329-1420 or (908) 242-7162 Cell
sdawson@lakpr.com

YELLOW CORPORATION TO ACQUIRE ROADWAY CORPORATION
FOR $966 MILLION

-- COMBINED YELLOW-ROADWAY COMPANY CREATES ONE OF THE WORLD'S LARGEST
TRANSPORTATION SERVICE PROVIDERS --

--TRANSACTION EXPECTED TO BE ACCRETIVE AFTER THE FIRST YEAR,
YIELDING ANNUAL COST SYNERGIES OF $45 MILLION --

OVERLAND PARK, KS AND AKRON, OH -- JULY 8, 2003 -- Yellow Corporation (NASDAQ:
YELL) and Roadway Corporation (NASDAQ: ROAD), two of the most widely recognized
brand names in the transportation industry, today announced they have entered
into a definitive agreement under which Yellow Corporation will acquire Roadway
Corporation 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). This represents a 49 percent
premium for Roadway shares based on the 60-day average closing price of Roadway
stock. Yellow Corporation will also assume an expected $140 million in net
Roadway indebtedness, bringing the enterprise value of the acquisition to
approximately $1.1 billion.

The combined enterprise, which will be known as Yellow-Roadway Corporation, will
be one of the largest transportation service providers in the world, with the
ability to move shipments domestically and internationally. Yellow-Roadway will
be the largest U.S.-based transportation service provider with a focus on big
shipments for business-to-business customers. The combined revenue of both
companies for the twelve months ending the first quarter of 2003 was nearly $6
billion.

Bill Zollars, currently chairman, president, and chief executive officer of
Yellow, will be chairman, president, and chief executive officer of the combined
company. James D.

Staley, currently president and chief executive officer of Roadway, will
continue to lead Roadway, which will be an operating entity under the
Yellow-Roadway holding company. Three members of the Roadway Board of Directors
will join the Board of Yellow-Roadway -- Frank P. Doyle, John F. Fiedler, and
Phillip J. Meek.

The complementary operations and capabilities of Yellow and Roadway provide the
combined company with the increased scale, strong financial base, and market
reach necessary to increase shareholder value and enhance customer service.
Specifically, this transaction will allow Yellow-Roadway to:

- Strengthen its position in the highly competitive domestic and global
transportation marketplace;
- Continue to invest in and grow the brands of both businesses;
- Implement best practices over a broader customer base;
- Leverage service capabilities and technologies for the benefit of
customers;
- Introduce non-asset-based transportation management services to Roadway
customers.

Yellow Corporation expects the transaction to be accretive within 12 months
after closing and provide a return in excess of the weighted average cost of
capital in the second year. Annual synergies of $45 million should be achieved
by the end of the second year. By year five annual synergies could be in excess
of $125 million.

Commenting on the transaction, Mr. Zollars said, "This strategic combination
brings the strengths of Yellow and Roadway together to capture significant
synergies and growth opportunities. It accelerates our ongoing strategy,
implemented over the past six years, to transform Yellow into a global
transportation services and solutions leader. While there will be no change in
the customer interface, customers can benefit from new and expanded service
capabilities and greater technological advances."

Mr. Zollars continued, "Roadway's management team has done an outstanding job
developing their company into a leading transportation service provider. The new
organization can enhance shareholder value and employee opportunities at both
companies."

Mr. Staley said, "Our decision to combine with Yellow Corporation is an
excellent step forward for our company. Given the similarities in transportation
operations, capabilities, and union relations that our companies share,
partnering with Yellow is a logical move that clearly positions our combined
organization for long-term growth and success.

"Our Akron headquarters will continue to be a major center of operations, and we
will continue to invest in and build the brands of both companies," added Mr.
Staley. "Moreover, Roadway employees will become part of a larger and stronger
enterprise well positioned for profitable growth."

"Our synergy teams are focused on reducing administrative costs, creating
efficiencies, and identifying duplicative areas within our two organizations,"
Mr. Zollars said, adding, "We expect minimal employee displacement among Field
Sales & Operations at either company. Among other employee groups, all decisions
are expected to made based on best practices and expertise, irrespective of
company affiliation."

Mr. Zollars concluded, "We are creating an enterprise with a stable work
environment and avenues for job growth. Our management teams are looking forward
to working closely together for a smooth and expeditious transition. From
increased scale and greater efficiencies, to long-term growth and financial
strength, this is the right transaction at the right time with the right
partner."

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, there is a
cash election option and a collar of plus or minus 15% from $24.95 per Yellow
share. Additional information is contained in the company's current report on
Form 8K being filed today with the Securities and Exchange Commission. A copy of
the Form 8K can be obtained from www.sec.gov as well as Yellow's website.

Deutsche Bank acted as financial advisor to Yellow Corporation in this
transaction, and CS First Boston acted as financial advisor to Roadway
Corporation.

INFORMATION ABOUT TODAY'S CONFERENCE CALL AND MEETING FOR INVESTMENT COMMUNITY

A conference call to discuss the transaction will be held this morning at
11:00 am EST. The Roadway management discussion of second quarter results,
originally scheduled for the same time at a different call-in number, will take
place at the end of this call. Please note that the only way to access either
the transaction discussion or the earnings discussion will be to dial a new
number, namely: 1-800-437-3848, with the passcode 754635. A replay of the call
will be available starting at 3:00 pm EST today by dialing 719-457-0820 or toll
free at 1-888-203-1112, with the passcode 754635. The call will also be
available via webcast, accessible at www.yellowcorp.com or www.roadwaycorp.com.
The webcast will also be available at a special website accessible through
www.yellowcorp.com/yellow-roadway, or www.roadwaycorp.com/yellow-roadway. The
media is welcome to listen to the webcast or to dial in through the phone lines
in a listen-only mode.

A meeting for investors and analysts will also be held this afternoon at 4:30 pm
EST at the St. Regis Hotel, Rooftop Penthouse Room, 2 E. 55th Street (55th
Street and Fifth Avenue). Bill Zollars and James D. Staley will make a
presentation and be available on site to answer questions. The meeting will be
webcast and the presentation will be accessible at either www.yellowcorp.com or
www.roadwaycorp.com. The webcast and presentation will also be available at a
special website accessible through www.yellowcorp.com/yellow-roadway, or
www.roadwaycorp.com/yellow-roadway.

ADDITIONAL INFORMATION

Yellow and Roadway, and their respective directors and executive officers, may
be deemed to be participants in the solicitation of proxies from the
stockholders of Yellow and Roadway in connection with the merger. Information
about the directors and executive officers of Yellow and their ownership of
Yellow stock is set forth in the proxy statement for Yellow's 2003 Annual
Meetings of Stockholders. Information about the directors and executive officers
of Roadway and their ownership of Roadway stock is set forth in the proxy
statement for Roadway's 2003 Annual Meeting of Stockholders. Investors may
obtain additional information regarding the interests of such participants by
reading the proxy statement/prospectus when it becomes available.

FORWARD LOOKING STATEMENTS

This news release (and oral statements made regarding the subjects of this
release, including on the conference call announced herein) contain
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.

The expectations set forth in this release regarding accretion, returns on
invested capital, achievement of annual savings and synergies, achievement of
strong cash flow, sufficiency of cash flow to fund capital expenditures and
achievement of debt reduction targets are only the parties' expectations
regarding these matters. Actual results could differ materially from these
expectations depending on factors such as the combined company's cost of
capital, the ability of the combined company to identify and implement cost
savings, synergies and efficiencies in the time frame needed to achieve these
expectations, prior contractual commitments of the combined companies and their
ability to terminate these commitments or amend, renegotiate or settle the same,
the combined company's actual capital needs, the absence of any material
incident of property damage or other hazard that could affect the need to effect
capital expenditures, any unforeseen merger or acquisition opportunities that
could affect capital needs, the costs incurred in implementing synergies and the
factors that generally effect both Yellow's and Roadway' respective businesses
as further outlined in "Management's Discussion and Analysis of Financial
Condition and Results of

Operations" in each of the companies respective Annual Reports on Form 10-K for
the year ended December 31, 2002. Yellow's plans regarding the maintenance of
the separate Yellow and Roadway brands and networks, the continuation of the
Roadway headquarters as a major operational center, the focus on administrative
and back office synergies and workforce rationalizations 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.

ABOUT YELLOW

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.

ABOUT ROADWAY

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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