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) 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 $152 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 (see Item 5 below), 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 5. Other Events
In connection with the acquisition of Roadway, Yellow replaced its existing
credit facility with a new $675 million senior secured credit facility maturing
in June 2008. The facility is comprised of a $250 million revolving credit
facility, a $250 million prefunded letter of credit facility and a $175 million
term loan. The $250 million revolving credit facility was funded by a syndicate
of U.S. and foreign banks led by Deutsche Bank, AG, and including: Bank One, NA;
SunTrust Bank; Fleet National Bank; Wachovia Bank, National Association; U.S.
Bank National Association; BNP Paribas; Bank of America, N.A.; The Bank of Tokyo
- Mitsubishi, LTD.; Harris Trust and Savings Bank; LaSalle Bank, National
Association; and UFJ Bank Limited. The $250 million prefunded letter of credit
facility and the $175 million term loan were funded by institutional investors.
The senior credit facility is secured by substantially all of the domestic
assets of Yellow Roadway.
The foregoing is qualified by reference to Exhibit 4.1 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 unaudited financial statements as
of September 13, 2003 and for the thirty-six weeks ended September
13, 2003 and September 7, 2002 specified in Rule 3-05(b) of
Regulation S-X will be filed by amendment to this Current Report
on Form 8-K no later than 60 days after the date on which this
Current Report on Form 8-K is required to be filed.
(b) Pro forma financial information.
The pro forma financial statements required pursuant to Article 11
of Regulation S-X will be filed by amendment to this Current
Report on Form 8-K no later than 60 days after the date on which
this Current Report on Form 8-K is required to be filed.
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of July 8,
2003, by and among Yellow Corporation, Yellow 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. 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.
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: December 17, 2003 By: /s/ Donald G. Barger, Jr.
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Donald G. Barger, Jr.
Senior Vice President and Chief
Financial Officer