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
April 25, 2006
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Date of Report (Date of earliest event reported)
Con-way Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-5046 94-1444798
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation or Number)
organization)
2855 Campus Drive, Suite 300, San Mateo, California 94403
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(Address of principal executive offices)
(zip code)
Registrant's telephone number, including area code:
(650) 378-5200
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligations of the registrant
under any of the following provisions (see General Instruction A.2
below):
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
ITEM 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING
RULE OR STANDARD; TRANSFER OF LISTING
On April 24, 2006, the Board of Directors of Con-way Inc. determined that the
listing of the Company's common stock on NYSE Arca (formerly known as the
Pacific Exchange) is no longer necessary for the benefit of the Company's
shareholders, and that the expense of listing the common stock on NYSE Arca
outweighs any value to shareholders. The Board also authorized the Company
to take the steps necessary to withdraw the Company's common stock from
listing on NYSE Arca. On the same date, the Company sent a letter to NYSE
Arca, giving notice of the Company's intent to withdraw the common stock from
listing on NYSE Arca. The Company's common stock will continue to be listed
on the New York Stock Exchange and registered under Section 12(b) of the
Securities Exchange Act of 1934.
ITEM 8.01 OTHER EVENTS
On April 24, 2006, Con-way Inc. issued a press release announcing that the
Board of Directors authorized an expanded share repurchase program in which
the Company can acquire up to $400 million of its common shares through the
end of the second quarter of 2007. The new program replaces an existing $300
million share repurchase plan approved in 2005. The previous plan had
approximately $100 million remaining. A copy of the press release is
attached hereto as Exhibit 99 and is incorporated herein by reference. The
foregoing description of the press release is qualified in its entirety by
reference to such exhibit.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit No. Description
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99 Press release issued on April 24, 2006.
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.
CNF Inc.
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(Registrant)
April 24, 2006 /s/ Jennifer W. Pileggi
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Jennifer W. Pileggi
Senior Vice President,
General Counsel & Secretary