Filed by Yellow Corporation
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14-a-12 and Rule 14d-2(b)
of the Securities Exchange Act of 1934
Subject Company: Yellow Corporation
Commission File No.: 333-108081
Subject Company: Roadway Corporation
Commission File No.: 000-32821
FORWARD-LOOKING STATEMENTS
Certain statements made herein contain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. The words "expect,"
"will," "look forward to" and similar expressions are intended to identify
forward-looking statements.
The expectations set forth in this filing regarding accretion, returns on
invested capital, achievement of annual savings and synergies, achievement of
strong cash flow, sufficiency of cash flow to fund capital expenditures and
achievement of debt reduction targets are only the parties' expectations
regarding these maters. Actual results could differ materially from these
expectations depending on factors such as the combined company's cost of
capital, the ability of the combined company to identify and implement cost
savings, synergies and efficiencies in the time frame needed to achieve these
expectations, prior contractual commitments of the combined companies and their
ability to terminate these commitments or amend, renegotiate or settle the same,
the combined company's actual expenditures, any unforeseen merger or acquisition
opportunities that could affect capital needs, the costs incurred in
implementing synergies and the factors that generally affect both Yellow's and
Roadway's respective businesses as further outlined in "Management's Discussion
and Analysis of Financial Condition and Results of Operations" in each of the
companies' respective Annual Reports on Form 10-K for the year ended December
31, 2002 and the "Risk Factors" outlined in Yellow's Current Report on Form 8-K
filed on August 4, 2003 and its Registration Statement on Form S-4, as amended,
filed on October 17, 2003. Yellow's plans regarding the maintenance of the
separate Yellow and Roadway brands and networks, the continuation of the Roadway
headquarters as a major operational center, the focus on administrative and back
office synergies and workforce rationalizations are only its current plans and
intentions regarding these matters. Actual actions that the combined company may
take may differ from time to time as the combined company may deem necessary or
advisable in the best interest of the combined company and its shareholders to
attempt to achieve the successful integration of the companies, the synergies
needed to make the transaction a financial success and to react to the economy
and the combined company's market for its transportation services.
ADDITIONAL INFORMATION
On October 17, 2003, Yellow filed a joint proxy statement/prospectus and Yellow
and Roadway will file other relevant documents concerning the proposed merger
transaction with the Securities and Exchange Commission ("SEC"). Investors are
urged to read the joint proxy statement/prospectus and any other relevant
documents filed with the SEC when they become available because they will
contain important information. You will be able to obtain the documents free of
charge at the website maintained by the SEC at www.sec.gov. In addition, you may
obtain documents filed with the SEC by Yellow free of charge by requesting them
in writing from Yellow or by telephone at (913) 696-6100. You may obtain
documents filed with the SEC by Roadway free of charge by requesting them in
writing from Roadway or by telephone at (330) 384-1717. Yellow and Roadway, and
their respective directors and executive officers, may be deemed to be
participants in the solicitation of proxies from the stockholders of Yellow and
Roadway in connection with the merger. Information about the directors and
executive officers of Yellow and their ownership of Yellow stock is set forth in
the proxy statement for Yellow's 2003 Annual Meeting of Stockholders and the
joint proxy statement/prospectus related to the proposed merger. Information
about the directors and executive officers of Roadway, their ownership of
Roadway stock and their interests in the
proposed merger transaction is set forth in the proxy statement for Roadway's
2003 Annual Meeting of Stockholders and the joint proxy statement/prospectus
related to the proposed merger.
The following document is filed herewith pursuant to Rule 425 under the
Securities Act of 1933:
o Press Release of Yellow Corporation dated November 18, 2003.
10990 Roe Avenue
Overland Park, KS 66211-1213
(913) 696-6100
(913) 696-6116 FAX
N E W S R E L E A S E
Y E L L O W C O R P O R A T I O N
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NOVEMBER 18, 2003
FOR IMMEDIATE RELEASE
YELLOW ANNOUNCES EXPIRATION OF HART-SCOTT-RODINO WAITING PERIOD
OVERLAND PARK, KAN. --- Yellow Corporation (NASDAQ: YELL) (Yellow)
today announced the expiration of the Hart-Scott-Rodino waiting
period related to its pending acquisition of Roadway Corporation
(NASDAQ: ROAD) (Roadway). The waiting period was related to the
U.S. Department of Justice Antitrust Division review of the
transaction.
"Today, Yellow and Roadway have satisfied another important
condition required for the completion of the Roadway acquisition,"
said Bill Zollars, Yellow Chairman, President, and CEO. "Both
companies look forward to the opportunities that lie ahead."
Yellow and Roadway are each scheduled to hold special stockholder
meetings on December 9, 2003 to consider approval of the
transaction. Assuming stockholder approvals and the successful
completion of financing, the Roadway transaction could close as
early as December 11, 2003.
Yellow Corporation, a Fortune 500 company, is a holding company
that through wholly-owned operating subsidiaries offers its
customers a wide range of asset and non-asset-based transportation
services integrated by technology. Its largest subsidiary, Yellow
Transportation, offers a full range of regional, national and
international services for the movement of industrial, commercial
and retail goods. Meridian IQ is a non-asset global transportation
management company that plans and coordinates the movement of goods
worldwide. Yellow Technologies provides innovative technology
solutions and services exclusively for Yellow Corporation
companies. Headquartered in Overland Park, Kansas, Yellow
Corporation employs approximately 23,000 people.
Roadway Corporation, a Fortune 500 company included in the Dow
Jones Transportation Average, is a holding company that through its
operating subsidiaries offers its customers a wide range of
transportation services. Its principal subsidiaries include Roadway
Express and Roadway Next Day Corporation. Roadway Express is a
leading transporter of industrial, commercial and retail goods in
the two to five day regional and long-haul markets. Roadway Next
Day Corporation is focused on business opportunities in the
shorter-haul regional and next day markets. Headquartered in Akron,
Ohio, Roadway Corporation employs approximately 27,000 people.
Analyst Contact: Stephen Bruffett
Yellow Corporation
913-696-6108
steve.bruffett@yellowcorp.com
Media Contact: Suzanne Dawson
Linden Alschuler & Kaplan
212-329-1420
sdawson@lakpr.com