UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO CURRENT REPORT ON
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) December 11, 2003
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YELLOW ROADWAY 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, Overland Park, Kansas 66211
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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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Item 2. Acquisition or Disposition of Assets
On December 11, 2003, Yellow Corporation (Yellow) completed the acquisition of
Roadway Corporation (Roadway). Based in Akron, Ohio, Roadway provides
transportation services including long-haul less-than-truckload (LTL) freight
services and regional next-day LTL through its operating entities, Roadway
Express, Inc. and Roadway Next Day Corporation. As a result of the acquisition,
Roadway became an operating subsidiary under the Yellow holding company, which
was renamed Yellow Roadway Corporation (Yellow Roadway). The acquisition was
completed pursuant to an Agreement and Plan of Merger dated as of July 8, 2003,
by and among Yellow Corporation, Yankee LLC (a wholly owned subsidiary of Yellow
that was renamed Roadway LLC upon consummation of the acquisition) and Roadway
Corporation incorporated herein by reference as Exhibit 2.1 to this Current
Report on Form 8-K. Yellow Roadway intends to operate the Roadway subsidiary in
a similar manner as it operated preceding the acquisition. By virtue of the
Agreement and Plan of Merger, the Yellow Roadway board of directors added three
new members, Frank P. Doyle, John F. Fiedler and Phillip J. Meek, all of whom
were Roadway Corporation directors. In addition, James D. Staley, former
President and Chief Executive Officer of Roadway Corporation, became President
and Chief Executive Officer of the operating subsidiary, Roadway LLC.
Consideration for the acquisition included approximately $493 million in cash,
approximately 18 million shares of Yellow Roadway common stock and the
assumption of approximately $140 million in net Roadway indebtedness. The cash
portion of the purchase price was funded primarily through a term loan of $175
million under a new credit facility, a private placement of $250 million of 5.0
percent contingent convertible senior notes due 2023 and a private placement of
$150 million of 3.375 percent contingent convertible senior notes due 2023.
The foregoing is qualified by reference to Exhibit 2.1 to this Current Report on
Form 8-K, which is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial statements of businesses acquired.
The audited financial statements of Roadway Corporation as of
December 31, 2002 and 2001 and for the years ended December
31, 2002, 2001 and 2000, and the unaudited financial
statements as of March 29, 2003 and June 21, 2003 and for the
twelve-weeks ended March 29, 2003 and March 23, 2002 and for
the twenty-four weeks ended June 21, 2003 and June 15, 2002
were filed on Form 8-K under Item 7 on October 21, 2003.
The following financial statements of Roadway Corporation are
included in Exhibit 99.1 hereto and incorporated by reference:
Consolidated balance sheets at September 13, 2003 (unaudited)
and December 31, 2002
Statements of consolidated income (unaudited) for the
thirty-six weeks ended September 13, 2003 and
September 7, 2002
Statements of consolidated cash flows (unaudited) for the
thirty-six weeks ended September 13, 2003 and
September 7, 2002
Notes to condensed consolidated financial statements
(b) Pro forma financial information.
The following pro forma information is included in Exhibit
99.2 hereto and incorporated herein by reference:
UNAUDITED CONDENSED COMBINED PRO FORMA FINANCIAL DATA
Unaudited Condensed Combined Pro Forma Balance Sheet at
September 30, 2003
Unaudited Condensed Combined Pro Forma Statement of Operations
for the Year Ended December 31, 2002
Unaudited Condensed Combined Pro Forma Statement of Operations
for the Nine Months Ended September 30, 2003
Notes to condensed consolidated financial statements
(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 (incorporated by reference to
Exhibit 2.1 to Yellow Corporation's Current Report on
Form 8-K, as amended, filed on July 8, 2003, Reg. No.
000-12255). Pursuant to Item 601(b)(2) of Regulation
S-K, certain schedules, exhibits and similar
attachments to this Purchase 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 Purchase Agreement. The
registrant agrees to furnish supplementally any
omitted schedule, exhibit or similar attachment to
the SEC upon request.
4.1 Credit Agreement, dated as of December 11, 2003,
among Yellow Roadway Corporation, certain of its
subsidiaries, various lenders, Bank One, NA, and
SunTrust Bank as Co-Syndication Agents; Fleet
National Bank and Wachovia Bank, National Association
as Co-Documentation Agents; Deutsche Bank AG, New
York Branch as Administrative Agent; and Deutsche
Bank Securities, Inc. as Sole Lead Arranger and Sole
Book Running Manager (incorporated by reference to
Exhibit 4.1 to Yellow Roadway Corporation's Current
Report on Form 8-K filed on December 18, 2003, Reg.
No. 000-12255). Certain schedules and exhibits to
this Credit Agreement have not been filed with this
exhibit. The schedules and exhibits contain various
items related to the representations and warranties
made by the parties to the Credit Agreement and forms
of documents executed or to be executed in connection
with the operation of the Credit Agreement. The
registrant agrees to furnish supplementally any
omitted schedule or exhibit to the SEC upon request.
99.1 Certain financial statements of Roadway Corporation
(see Item 7(a) above)
99.2 Certain pro forma financial statements (see Item 7(b)
above)
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
YELLOW ROADWAY CORPORATION
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(Registrant)
Date: February 11, 2004 By: /s/ Donald G. Barger, Jr.
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Donald G. Barger, Jr.
Senior Vice President and Chief
Financial Officer