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): September 6, 2007
Con-way Inc.
(Exact name of registrant as specified in its charter)
Delaware 1-5046 94-1444798
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
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
(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 obligation of the registrant under any of
the following provisions:
[ ] 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On September 6, 2007, Menlo Worldwide, LLC, a wholly-owned subsidiary of Con-
way Inc. ("the Company"), entered into a sale and purchase agreement (the
"Agreement") to acquire all of the stock of Chic Holdings Limited ("Chic"), a
Cayman Islands company. With 2006 revenues of approximately US$55 million,
Chic provides domestic third-party logistics and transportation services in
China through its subsidiaries Shanghai Chic Logistics Co. Ltd. and Shanghai
Chic Supply Chain Management Co. Ltd.
The purchase price will be US$60 million plus an undisclosed future earn-out
incentive based on performance. The Agreement contains customary
representations, warranties and covenants, and consummation of the stock
purchase is subject to customary conditions, including (1) subject to certain
exceptions, the accuracy of the representations and warranties made by the
parties and (2) the absence of any material adverse change in the business,
operations, assets, liabilities, financial condition, or results of operation
of Chic or its subsidiaries. A portion of the aggregate consideration will be
placed in escrow to satisfy certain indemnification obligations of the
sellers.
ITEM 7.01 REGULATION FD DISCLOSURE.
On September 9, 2007, the Company issued a press release announcing that it
had entered into a definitive agreement to acquire Chic. A copy of the press
release is attached hereto as Exhibit 99.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
Exhibit Number Exhibit Title or Description
EX 99 Press Release dated September 9, 2007
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.
CON-WAY INC.
By: /s/ Jennifer W. Pileggi
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Name: Jennifer W. Pileggi
Title: Senior Vice President
Date: September 10, 2007 General Counsel & Secretary