Form 8-K

 

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): November 25, 2003

 

Yellow Corporation

(Exact name of registrant as specified in its charter)

 

Delaware   000-12255   48-0948788

(State or other jurisdiction

of incorporation)

  (Commission File Number)   (IRS Employer Identification No.)

 

10990 Roe Avenue

Overland Park, Kansas

  66211
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (913) 696-6100

 


 


Item 5.    Other Events and Required FD Disclosure

 

Yellow Corporation (“Yellow”) and Roadway Corporation (“Roadway”) announced today the cash election deadline, related to the pending acquisition of Roadway by Yellow, of December 5, 2003. Any Roadway stockholder who wishes to make an election to receive merger consideration in cash, or a combination of cash and stock, must submit an election form in accordance with the instructions contained in the joint proxy statement/prospectus dated October 17, 2003. The election form must be received by the exchange agent no later than 5:00 p.m., New York, New York time, on December 5, 2003.

 

The pending acquisition of Roadway by Yellow is expected to close on December 11, 2003. This closing date and the cash election deadline assume that stockholders of both companies approve merger-related matters at the special stockholders’ meetings on December 9, 2003, and that all other conditions to the merger will be satisfied at the closing.

 

All cash and stock elections are subject to allocation and proration adjustments as described in the joint proxy statement/prospectus.

 

The foregoing is qualified by reference to Exhibit 99.1 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.

 

Not applicable

 

(b)    Pro forma financial information.

 

Not applicable

 

(c)    Exhibits.

 

99.1    Press Release of Yellow Corporation dated November 25, 2003.

 


 

The information presented in this Current Report on Form 8-K may contain forward-looking statements and certain assumptions upon which such forward-looking statements are in part based. Numerous important factors, including those factors identified as in Yellow’s Annual Report on Form 10-K and other of the Company’s filings with the Securities and Exchange Commission, and the fact that the assumptions set forth in this Current Report on Form 8-K could prove incorrect, could cause actual results to differ materially from those contained in such forward-looking statements.


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 hereunto duly authorized.

 

Date: November 25, 2003

 

YELLOW CORPORATION

By:

 

/s/    Stephen L. Bruffett        


   

Stephen L. Bruffett

Vice President and Treasurer

 

 

 

 


Index to Exhibits

 

Exhibit
Number


  

Description


99.1    Press Release of Yellow Corporation dated November 25, 2003