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 19, 2002
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YELLOW CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 0-12255 48-0948788
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
10990 Roe Avenue, P. O. Box 7563, Overland Park, Kansas 66207
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (913) 696-6100
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No Changes.
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(Former name or former address, if changed since last report.)
Item 5. Other Events
Yellow Corporation (NASDAQ: YELL) today announced that its Board of Directors
has formally approved the terms of the spin-off of its 100% interest in SCS
Transportation, Inc. (SCST), the holding company for its regional operating
companies, Saia Motor Freight Line, Inc. and Jevic Transportation, Inc., to its
shareholders. The Board of Directors of Yellow anticipates that the spin-off
will occur during the third quarter of 2002.
A registration statement on Form 10 for SCST was filed today with the Securities
and Exchange Commission containing details of the distribution and important
financial and other information about SCST, including risk factors related to
SCST and the distribution. The spin-off, which is intended to be tax-free to
Yellow and to Yellow stockholders, is subject to a number of conditions,
including the receipt of a favorable ruling from the Internal Revenue Service or
from outside tax advisors, the absence of any legal restraints or prohibitions
preventing the consummation of the distribution, final action by the Board of
Directors of Yellow to set the record date and distribution date for the
spin-off and the effectiveness of the registration statement.
It is expected that Yellow shareholders will receive one share of SCST common
stock for every two shares of Yellow common stock they own as of the record
date. In addition, at or around the time of the spin-off, it is anticipated that
SCST will raise approximately $150 million pursuant to one or more credit
facilities that will be utilized in part to repay indebtedness owed to Yellow
and in part for general working capital purposes.
Following the distribution, Yellow will continue to own and operate its Yellow
Transportation and Meridian IQ operating units.
SCST, headquartered in Kansas City, Missouri, will own and operate Saia and
Jevic as an independent publicly traded entity following the distribution. Saia
and Jevic offer regional overnight and second-day LTL and selected TL services.
Following the distribution, Yellow will continue to trade on The Nasdaq National
Market under the symbol "YELL." It is anticipated that an application will be
made to admit the SCST common shares for trading on The Nasdaq National Market
under the symbol "SCST." There is currently no trading market for SCST common
stock. A "when issued" trading market is expected to develop for the SCST common
stock on The Nasdaq National Market beginning on or about the record date and
will last through the date of the distribution. Prior to executing a stock trade
during the "when issued" trading period, stockholders should check with their
stockbrokers, banks or other nominees for details regarding the "when issued"
trading market for the SCST common stock and the impact of the distribution on
the trading of Yellow common stock.
Yellow Corporation, a Fortune 500 Company, is a holding company with wholly
owned operating subsidiaries. Its largest subsidiary, Yellow Transportation,
Inc., offers a full range of national, regional and international services for
the movement of industrial, commercial and retail goods. SCS Transportation
provides overnight and second-day LTL and selected TL services to a broad range
of industries. Meridian IQ is a non-asset based company using web-based
technology to provide customers a single source for logistics planning and
global shipment management. Headquartered in Overland Park, Kansas, Yellow
Corporation employs approximately 28,000 people.
SIGNATURE
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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.
YELLOW CORPORATION
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(Registrant)
Date: July 19, 2002 /s/ Donald G. Barger, Jr.
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Donald G. Barger, Jr.
Chief Financial Officer