UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
For the fiscal year ended December 31, 2003
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _____________ to _____________
Commission file number 0-12255
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YELLOW ROADWAY CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 48-0948788
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) 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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Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $1 Par Value Per Share
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes X No
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The aggregate market value of the voting and non-voting common equity held by
nonaffiliates of the registrant at June 30, 2003 was $688,228,141.
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.
Class Outstanding at February 27, 2004
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Common Stock, $1 Par Value Per Share 47,909,226 shares
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EXPLANATION OF AMENDMENT
Yellow Roadway Corporation is filing this Form 10-K/A as Amendment No. 1 to its
Annual Report on Form 10-K for the year ended December 31, 2003 that was filed
with the Securities and Exchange Commission on March 15, 2004 for the purpose of
filing Exhibit 21.1, Subsidiaries of the Company, which was inadvertently
omitted from the original filing. Although only one exhibit is affected, the
complete text of Item 15 is included in this Form 10-K/A pursuant to Rule 12b-15
of the Securities and Exchange Act of 1934. This amendment has no effect on net
income, total assets, total liabilities or total equity as previously reported.
PART IV
Item 15. Exhibits, Financial Statement Schedule, and Reports on Form 8-K
(a) (1) Financial Statements Schedule Pages
Independent Auditors' Report on
Financial Statement Schedule 76
For the years ended December 31, 2003, 2002 and 2001:
Schedule II - Valuation and Qualifying Accounts 77
Schedules other than those listed are omitted for the reason that they are
not required or are not applicable.
(a) (2) Exhibits
Form 10-K 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 the 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 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 Agreement. The registrants agree to furnish
supplementally any omitted schedule, exhibit or similar
attachment to the SEC upon request.
3.1 Certificate of Incorporation of the company (incorporated by
reference to Exhibit 3.1 to the Annual Report on Form 10-K for
the year ended December 31, 2002, Reg. No. 000-12255)
3.2 Certificate of Amendment to the Certificate of Incorporation of
the company changing the name of the company to Yellow Roadway
Corporation (incorporated by reference to Exhibit 4.2 to the
Registration Statement on Form S-8, filed December 23, 2003, SEC
File No. 333-111499)
3.3 Bylaws of the company (incorporated by reference to Exhibit 3.3
to the Registration Statement on Form S-3, filed February 23,
2004, SEC File No. 333-113021)
4.1 Indenture (including form of note) dated August 8, 2003 among
Yellow Corporation, certain subsidiary guarantors and Deutsche
Bank Trust Company Americas, as trustee, relating to Yellow
Corporation's 5.0% Contingent Convertible Senior Notes due 2023
(incorporated by reference to Exhibit 4.5 to Registration
Statement on Form S-4, filed on August 19, 2003, Reg. No.
333-108081)
4.2 Registration Rights Agreement dated August 8, 2003 among Yellow
Corporation, certain subsidiary guarantors and Deutsche Bank
Securities Inc., as representative of the initial purchasers
(incorporated by reference to Exhibit 4.6 to Registration
Statement on Form S-4, filed on August 18, 2003, Reg. No.
333-108081)
4.3 Indenture (including form of note) dated November 25, 2003 among
Yellow Corporation, certain subsidiary guarantors and Deutsche
Bank Trust Company Americas, as trustee, relating to Yellow
Corporation's 3.375% Contingent Convertible Senior Notes due 2023
(incorporated by reference to Exhibit 4.7 to Registration
Statement on Form S-4, filed on August 18, 2003, Reg. No.
333-111499)
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4.4 Registration Rights Agreement dated November 25, 2003 among
Yellow Corporation, certain subsidiary guarantors and Deutsche
Bank Securities Inc., as representative of the initial purchasers
(incorporated by reference to Exhibit 4.8 to Registration
Statement on Form S-4, filed on August 18, 2003, Reg. No.
333-111499)
4.5 Indenture (including form of note) dated November 30, 2001 among
Roadway Corporation (predecessor in interest to Roadway LLC),
certain subsidiary guarantors and SunTrust Bank, as trustee,
relating to Roadway's 8 1/4% Senior Notes due December 1, 2008
(incorporated by reference to Exhibit 4.9 to Registration
Statement on Form S-4, filed on August 18, 2003, Reg. No.
333-111499)
4.6* Supplemental Indenture, dated as of December 11, 2003, among
Roadway LLC, as successor obligor, Yellow Roadway Corporation, as
a Guarantor, and SunTrust Bank, as Trustee, supplementing the
Indenture, dated as of November 30, 2001 for the Roadway
Corporation 8 1/4% Senior Notes due December 1, 2008.
10.1 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. (incorporated by reference to Exhibit 4.1 to
Current Report on Form 8-K, filed on December 11, 2003, Reg. No.
000-12255)
10.2 Master Separation and Distribution Agreement dated as of
September 30, 2002, between Yellow Corporation and SCS
Transportation, Inc. (incorporated by reference to Exhibit 10.2
to the Quarterly Report on Form 10-Q for the quarter ended
September 30, 2002, Reg. No. 000-12255)
10.3 Tax Indemnification and Allocation Agreement dated as of
September 30, 2002, between Yellow Corporation and SCS
Transportation, Inc. (incorporated by reference to Exhibit 10.3
to the Quarterly Report on Form 10-Q for the quarter ended
September 30, 2002, Reg. No. 000-12255)
10.4 (a) Amendment and Restatement dated July 30, 1999 of the
Receivables Purchase Agreement Dated as of August 2, 1996, among
Yellow Receivables Corporation, Falcon Asset Securitization
Corporation, the financial institutions named therein and The
First National Bank of Chicago, as Agent (incorporated by
reference to Exhibit 10 to the Quarterly Report on Form 10-Q for
the quarter ended September 30, 1999, Reg. No. 000-12255)
(b) Omnibus Amendment dated as of December 31, 2002, among Yellow
Transportation, Inc., Yellow Receivables Corporation, Falcon
Asset Securitization Corporation, and Bank One, N.A., as Agent
and Investor (incorporated by reference to Exhibit 10.20 to the
Annual Report on Form 10-K for the year ended December 31, 2002,
Reg. No. 000-12255)
(c) Amendments: (1) Amendment No. 1 to Receivables Sale
Agreement, entered into as of July 30, 1999, to that certain
Receivables Sale Agreement, dated as of August 2, 1996 by and
between Yellow Freight System, Inc. and Yellow Receivables
Corporation; (2) Amendment No. 1 to Amended and Restated
Receivables Purchase Agreement, dated as of July 28, 2000, to
that certain Amended and Restated Receivables Purchase Agreement,
dated as of July 30, 1999, by and among Yellow Receivables
Corporation, the Investors, Falcon Asset Securitization
Corporation and Bank One, NA (formerly known as The First
National Bank of Chicago), as Agent; (3) Amendment to Amended and
Restated Receivables Purchase Agreement, entered into as of May
1, 2001, to that certain Amended and Restated Receivables
Purchase Agreement, dated as of July 30, 1999, by and among
Yellow Receivables Corporation, Falcon Asset Securitization
Corporation and Bank One, NA (formerly known as The First
National Bank of Chicago), as Agent; (4) Second Amendment to
Amended and Restated Receivables Purchase Agreement, entered into
as of January 23, 2002, to that certain Amended and Restated
Receivables Purchase Agreement, dated as of July 30, 1999, by and
among Yellow Receivables Corporation, Falcon Asset Securitization
Corporation and Bank One, NA, as Agent; (5) Amendment No. 2 to
Amended and Restated Receivables Purchase Agreement, entered into
as of April 23, 2002, to
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that certain Amended and Restated Receivables Purchase Agreement,
dated as of July 30, 1999, by and among Yellow Receivables
Corporation, Falcon Asset Securitization Corporation and Bank
One, NA (formerly known as The First National Bank of Chicago),
as Agent; (6) Waiver and Amendment No. 3 to Amended and Restated
Receivables Purchase Agreement, entered into as of August 1,
2002, to that certain Amended and Restated Receivables Purchase
Agreement, dated as of July 30, 1999, by and among Yellow
Receivables Corporation, Falcon Asset Securitization Corporation
and Bank One, NA (formerly known as The First National Bank of
Chicago), as Agent; (7) Omnibus Amendment, entered into as of
December 31, 2002, to that certain Receivables Sale Agreement,
dated as of August 2, 1996, by and among Yellow Transportation,
Inc. (f/k/a Yellow Freight System, Inc.), Yellow Receivables
Corporation, Falcon Asset Securitization Corporation and Bank
One, NA (formerly known as The First National Bank of Chicago),
as Agent; (8) Amendment No. 4 to Amended and Restated Receivables
Purchase Agreement, entered into as of April 29, 2003, to that
certain Amended and Restated Receivables Purchase Agreement,
dated as of July 30, 1999, by and among Yellow Receivables
Corporation, Falcon Asset Securitization Corporation and Bank
One, NA (formerly known as The First National Bank of Chicago),
as Agent (incorporated by reference to Exhibit 10.1 (as
Amendments to Amended and Restated Receivables Purchase Agreement
dated July 30, 1999) to the Quarterly Report on Form 10-Q for the
quarter ended March 31, 2003, Reg. No. 000-12255)
10.4(d)* Amendment No. 5 to Amended and Restated Receivables Purchase
Agreement, entered into as of December 11, 2003, by and among
Yellow Receivables Corporation, Falcon Asset Securitization
Corporation and Bank One, NA, amending the Amended and Restated
Receivables Purchase Agreement, dated as of July 30, 1999.
10.5* Operating lease agreement by and between Roadway Express, Inc.
and ABN AMRO North America, Inc., dated as of March 15, 1996 (and
documents not filed which are substantially identical in all
material respects to previously filed documents: (1) Master Lease
Agreement between Roadway Express, Inc. and ABN AMRO Bank N.V.
dated March 3, 1997. This lease agreement for 3,250 linehaul
trailers is identical in all material respects to the Master
Lease Agreement dated March 15, 1996 and (2) Master Lease
Agreement between Roadway Express, Inc. and ABN AMRO Bank N.V.
dated April 1, 1998. This lease agreement for 3,250 linehaul
trailers is identical in all material respects to the Master
Lease Agreement dated March 15, 1996)
10.6* Operating lease agreement between Roadway Express, Inc. and
General Electric Capital Corporation, dated as of July 1, 1998
10.7* Operating lease agreement between Roadway Express, Inc. and ICX
Corporation, dated as of May 10, 1999
10.8* Data Processing and Information Technology Agreement between
Roadway Express, Inc. and Affiliated Computer Services, Inc.,
dated September 11, 1998
10.9 Employment Agreement dated December 15, 1999 between Yellow
Corporation and William D. Zollars (incorporated by reference to
Exhibit 10 to the Annual Report on Form 10-K for the year ended
December 31, 1999, Reg. No. 000-12255) and Amendment Number One
to Employment Agreement dated December 15, 1999 between Yellow
Corporation and William D. Zollars (incorporated by reference to
Exhibit 10(a) to the Quarterly Report on Form 10-Q for the
quarter ended March 31, 2000, Reg. No. 000-12255)
10.10 Employment Agreement, dated as of October 10, 2003, by and
between Yankee LLC and James D. Staley (incorporated by reference
to Exhibit 10.1 to Amendment No. 3 to Registration Statement on
Form S-4, filed on October 17, 2003, Reg. No. 333-108081)
10.11 Form of Executive Severance Agreement between Yellow Corporation
and its executive officers (incorporated by reference to Exhibit
10.1 to the Annual Report on Form 10-K for the year ended
December 31, 2002, Reg. No. 000-12255)
10.12 2002 Stock Option and Share Award Plan (incorporated by reference
to Exhibit 4 to the Registration Statement on Form S-8, filed on
May 15, 2002, SEC File No. 333-88268)
10.13 1999 Stock Option Plan (incorporated by reference to Exhibit 4 to
the Registration Statement on Form S-8, filed on November 9,
2000, SEC File No. 333-49620)
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10.14 1997 Stock Option Plan (incorporated by reference to Exhibit 4 to
the Registration Statement on Form S-8, filed on July 8, 1998,
SEC File No. 333-59255)
10.15 1996 Stock Option Plan (incorporated by reference to Exhibit 10.6
to the Annual Report on Form 10-K for the year ended December 31,
2002, Reg. No. 000-12255)
10.16 1992 Stock Option Plan (incorporated by reference to Exhibit 10.7
to the Annual Report on Form 10-K for the year ended December 31,
2002, Reg. No. 000-12255)
10.17 Form of Stock Option Agreement (incorporated by reference to
Exhibit 10.8 to the Annual Report on Form 10-K for the year ended
December 31, 2002, Reg. No. 000-12255)
10.18 Form of Restricted Stock Award Agreement pursuant to 1992 Stock
Option Plan with Non-Compete Covenant between Yellow Corporation
and each of William D. Zollars, Donald G. Barger, Jr., Gregory A.
Reid, James D. Ritchie and James L. Welch (incorporated by
reference to Exhibit 10.9 to the Annual Report on Form 10-K for
the year ended December 31, 2002, Reg. No. 000-12255)
10.19 Form of Option Agreement pursuant to Directors' Stock
Compensation Plan for January 2003 grants (incorporated by
reference to Exhibit 10.15 to the Annual Report on Form 10-K for
the year ended December 31, 2002, Reg. No. 000-12255)
10.20 Form of Option Agreement pursuant to Directors' Stock
Compensation Plan for grants prior to January 2003 (incorporated
by reference to Exhibit 10.16 to the Annual Report on Form 10-K
for the year ended December 31, 2002, Reg. No. 000-12255)
10.21* Form of Yellow Roadway Corporation Share Award Agreement
10.22 Supplemental Retirement Income Agreement dated July 20, 2001,
between Yellow Corporation and Donald G. Barger, Jr.
(incorporated by reference to Exhibit 10 to the Quarterly Report
on Form 10-Q for the quarter ended June 30, 2001, Reg. No.
000-12255)
10.23 Executive Deferred Compensation Plan (incorporated by reference
to Exhibit 10.11 to the Annual Report on Form 10-K for the year
ended December 31, 2002, Reg. No. 000-12255)
10.24 Amended Directors' Stock Compensation Plan (incorporated by
reference to Exhibit 4.1 to the Registration Statement on Form
S-8, filed on November 9, 2000, SEC File No. 333-49618)
10.25* Roadway Corporation 401(a)(17) Benefit Plan (Effective January 1,
2002), as amended by First Amendment to the Roadway Corporation
401(a)(17) Benefit Plan and Second Amendment to the Roadway
Corporation 401(a)(17) Benefit Plan
10.26* Roadway Corporation Excess Benefit Plan (Effective as of January
1, 2002), as amended by First Amendment to the Roadway
Corporation Excess Benefit Plan and Second Amendment to the
Roadway Corporation Excess Benefit Plan
10.27* Roadway LLC Pension Plan, amended and restated as of January 1,
2004
10.28* Yellow Corporation Pension Plan, amended and restated as of
January 1, 2004.
16.1 Letter from Arthur Andersen LLP dated May 17, 2002, regarding
change in certifying accountant (incorporated by reference to
Exhibit 16 to the Current Report on Form 8-K for the event dated
as of May 17, 2002)
21.1* Subsidiaries of the Company
23.1* Consent of KMPG LLP
23.2* Consent of Ernst & Young LLP
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31.1* Certification of William D. Zollars pursuant to Exchange Act
Rules 13a-14 and 15d-14, as Adopted Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
31.2* Certification of Donald G. Barger, Jr. pursuant to Exchange Act
Rules 13a-14 and 15d-14, as Adopted Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
32.1* Certification of Williams D. Zollars pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
32.2* Certification of Donald G. Barger, Jr. pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
99.1 Roadway Corporation and Subsidiaries Audited Consolidated
Financial Statements for the Period January 1 to December 11,
2003 and the Years Ended December 31, 2002 and 2001 (incorporated
by reference to Exhibit 99.1 to the Form 8-K filed on February
19, 2004 and Amendment No. 1 to Form 8-K filed on March 4, 2004).
99.2* Roadway LLC and Subsidiaries Audited Consolidated Financial
Statements for the Period December 12 to December 31, 2003
99.3* Roadway Express, Inc, and Subsidiaries Audited Consolidated
Financial Statements for the Period January 1 to December 11,
2003 and the Years Ended December 31, 2002 and 2001
99.4* Roadway Express, Inc. and Subsidiaries Audited Consolidated
Financial Statements for the Period December 12 to December 31,
2003
99.5* Roadway Next Day Corporation Audited Consolidated Financial
Statements for One Month Period ended December 31, 2001
(Successor Periods) and Eleven Month Period Ended November 30,
2001 (Predecessor Periods)
99.6* Roadway Next Day Corporation Audited Consolidated Financial
Statements for the Period December 12 to December 31, 2003
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* Indicates documents filed herewith.
(b) Reports on Form 8-K
On October 1, 2003, a Form 8-K was furnished under Item 9, Regulation FD
Disclosure, which announced via a press release that we would host an
analyst meeting on Friday, October 3, 2003.
On October 20, 2003, a Form 8-K was furnished under Item 9, Regulation FD
Disclosure, reporting the issuance of a press release regarding the
certification of responses by Yellow and Roadway Corporation to the U.S.
Department of Justice's second request for additional information.
On October 21, 2003, a Form 8-K was filed under Item 5, Other Events and
Item 7, Financial Statements, Pro Forma Financial Information and Exhibits,
and furnished under Item 9, Regulation FD Disclosure, announcing the
completion of the private offering of $250 million in contingent
convertible senior notes. We made available in this Form 8-K the
consolidated financial statements of Roadway Corporation for the years
ended 2002, 2001 and 2000 and for the first and second quarters of 2003;
the unaudited condensed combined pro forma balance sheet as of June 30,
2003, pro forma statements of operations for the year ended December 31,
2002 and the six months ended June 30, 2002, the pro forma statement of
cash flows for the six months ended June 30, 2003 and the notes to the
unaudited condensed combined pro forma financial statements; and the
consolidated financial statements of Yellow Corporation and its
subsidiaries for the years ended December 31, 2002, 2001 and 2000 and for
the three months and six months ended June 30, 2003 and 2002.
7
On October 21, 2003, a Form 8-K/A was filed under Item 7, Financial
Statements, Pro Forma Financial Information and Exhibits, to re-file
Exhibit 23.1, the Consent of Ernst & Young LLP, to include certain dates
that were inadvertently omitted from the original filing.
On October 24, 2003, a Form 8-K was furnished to the SEC under Item 12,
Results of Operations and Financial Condition, in which we made available
our results of operations and financial condition for the quarter ending
September 30, 2003 by means of a press release.
On October 24, 2003, a Form 8-K was furnished to the SEC under Item 9,
Regulation FD Disclosure, in which we corrected a statement made during our
third quarter conference call regarding the general rate increase.
On November 18, 2003, a Form 8-K was filed under Item 5, Other Events, to
announce via a press release the expiration of the Hart-Scott-Rodino
waiting period related to the pending acquisition of Roadway Corporation.
On November 19, 2003, a Form 8-K was filed under Item 5, Other Events and
Required FD Disclosure, to announce that Yellow Roadway was seeking to
raise, subject to market and other conditions, approximately $130 million
through a private offering of contingent convertible senior notes. Certain
pro forma financial information related to the merger was provided in
Exhibit 99.2 pursuant to Regulation FD.
On November 20, 2003, a Form 8-K was filed under Item 5, Other Events and
Required FD Disclosure to announce via a press release that our previously
announced private offering of $130 million of contingent convertible senior
notes due 2023 had been priced at an annual interest rate of 3.375%. These
notes are convertible into shares of Yellow Roadway common stock at a
conversion price of $46.00 per share upon the occurrence of certain events.
On November 21, 2003, a Form 8-K was filed under Item 5, Other Events and
Required FD Disclosure to announce via a press release that we would issue
an additional $20 million of the 3.375% Contingent Convertible Senior Notes
due 2023 pursuant to the exercise of the initial purchasers' overallotment
option.
On November 25, 2003, a Form 8-K was filed under Item 5, Other Events and
Required FD Disclosure to announce via a press release the cash election
deadline related to the pending acquisition of Roadway by Yellow.
On December 3, 2003, a Form 8-K was furnished under Item 9, Regulation FD
Disclosure, to announce via a press release a meeting for investors and
analysts to be held on December 10, 2003.
On December 5, 2003, a Form 8-K was filed under Item 5, Other Events and
Required FD Disclosure to announce via a press release the exchange ratio
that would be used to calculate the merger consideration in the acquisition
of Roadway by Yellow.
On December 9, 2003, a Form 8-K was filed under Item 5, Other Events and
Required FD Disclosure to announce via a press release the results of the
company's special meeting of shareholders held to approve the issuance of
shares and name change related to the acquisition of Roadway by Yellow.
On December 10, 2003, a Form 8-K was furnished under Item 9, Regulation FD
Disclosure, to make available a slideshow presentation used at a meeting
for investors and analysts held on December 10, 2003.
On December 11, 2003, a Form 8-K was furnished under Item 9, Regulation FD
Disclosure, to announce via a press release the completion of our
acquisition of Roadway Corporation.
On December 15, 2003, a Form 8-K was furnished under Item 9, Regulation FD
Disclosure, to announce via a press release the results of the cash
election process related to the acquisition of Roadway Corporation by
Yellow Corporation, which was completed on December 11, 2003.
On December 18, 2003, a Form 8-K was filed under Item 2, Acquisition or
Disposition of Assets and Item 5, Other Events. Under Item 2, the Form 8-K
details changes resulting from the acquisition, including the name change
to Yellow Roadway Corporation, the addition of three new board members, the
placement of James Staley as President and CEO of the operating subsidiary
Roadway LLC, and a breakout of the purchase price into cash, stock and debt
assumption. Under Item 5, the Form 8-K discusses the replacement of the
existing credit facility with a new credit facility.
8
Signatures
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, thereunto duly authorized.
YELLOW ROADWAY CORPORATION
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(Registrant)
Date: May 13, 2004 BY: /s/ Donald G. Barger, Jr.
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Donald G. Barger, Jr.
Senior Vice President and
Chief Financial Officer
9