Filed by Roadway Corporation
Pursuant to Rule 425 Under the Securities Act of 1933
Subject Company: Roadway Corporation
Commission File No.: 000-32821
This document is being filed pursuant to Rule 425 under the Securities
Act of 1933 and is deemed filed pursuant to Rule 14a-12 under the Securities
Exchange Act of 1934.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
On August 19, 2003, Yellow Corporation filed a registration statement
on Form S-4 with the Securities and Exchange Commission, or SEC, in connection
with the proposed merger transaction with Roadway Corporation that contains a
preliminary joint proxy statement/prospectus regarding the transaction.
Investors and security holders of Yellow and Roadway are urged to read the
preliminary joint proxy statement/prospectus filed with the SEC on August 19,
2003, the definitive joint proxy statement/prospectus when it becomes available,
and any other relevant materials filed by Yellow or Roadway with the SEC because
they contain, or will contain, important information about Yellow, Roadway and
the transaction. The definitive joint proxy statement/prospectus will be sent to
the security holders of Yellow and Roadway seeking their approval of the
proposed transaction. Investors and security holders may obtain a free copy of
the preliminary joint proxy statement/prospectus filed with the SEC on August
19, 2003 and the definitive joint proxy statement/prospectus when it becomes
available, as well as other documents filed by Yellow and Roadway with the SEC,
at the SEC's web site at www.sec.gov. A free copy of the preliminary joint proxy
statement/prospectus and such other documents may also be obtained by requesting
them in writing from Yellow (or by telephone from Yellow at (913) 696-6100), or
by requesting them in writing from Roadway (or by telephone from Roadway at
(330) 384-1717). Yellow and its executive officers and directors may be deemed
to be participants in the solicitation of proxies from the stockholders of
Yellow and Roadway in favor of the transaction. Information regarding the
interests of Yellow's officers and directors in the transaction, if any, is
included in the preliminary joint proxy statement/prospectus filed with the SEC
on August 19, 2003 and will be included in the definitive joint proxy
statement/prospectus when it becomes available. Roadway and its executive
officers and directors may be deemed to be participants in the solicitation of
proxies from the stockholders of Yellow and Roadway in favor of the transaction.
Information regarding the interests of Roadway's officers and directors in the
transaction, if any, is included in the preliminary joint proxy
statement/prospectus filed with the SEC on August 19, 2003 and will be included
in the definitive joint proxy statement/prospectus when it becomes available.
The following press release was issued by Roadway on August 19, 2003.
***
CONTACT: John M. Hyre
330.258.6080
ROADWAY CORPORATION RECEIVES SECOND REQUEST REGARDING PROPOSED ACQUISITION
OF ROADWAY BY YELLOW CORPORATION
AKRON, Ohio - August 19, 2003 - Roadway Corporation (Nasdaq: ROAD)
(Roadway) announced that Yellow Corporation (NASDAQ: YELL) (Yellow) and
Roadway received second requests for additional information from the
Department of Justice (DOJ) in connection with the proposed acquisition of
Roadway by Yellow.
Yellow Chairman, President, and Chief Executive Officer, Bill Zollars
stated, "As we expected, today Yellow and Roadway received second
requests. Given the size and scope of the transaction and the importance
of our two companies and brands in the transportation industry, the
Department of Justice has requested additional information from both
companies relevant to the proposed acquisition. Both companies are already
working expeditiously to respond to the request. We have every reason to
believe that we will complete the transaction in a timely manner."
Note: This release contains, and other statements that we may make may
contain, forward-looking statements within the meaning of the Private
Securities Litigation Reform Act with respect to the outlook for
expectations for revenue, earnings or other future financial or business
performance, strategies, expectations and goals. All statements that are
not historical statements of fact are "forward-looking statements" and are
subject to numerous risks and uncertainties that could cause actual
results to differ materially from those expressed or implied in the
forward-looking statements. Forward-looking statements include all
comments relating to our beliefs and expectations as to future events and
trends affecting our business, results of operations and financial
condition. We intend for the words "believes," "anticipates," "expects,"
"intends," "plans," "continues," "projects," and similar expressions to
identify forward-looking statements. The risks and uncertainties include,
among others, variable factors such as capacity and rate levels in the
motor freight industry; fuel prices; the impact of competition; the state
of the national economy; the success of our operating plans, including our
ability to manage growth and control costs; labor relations matters; and,
uncertainties concerning the impact terrorist activities may have on the
economy and the motor freight industry. We have based these
forward-looking statements on management's analysis about future events
only as of the date of this press release. We undertake no obligation to
publicly revise these forward-looking statements to reflect events or
circumstances that arise after the date of this press
release. These forward-looking statements are subject to risks,
uncertainties and assumptions about us and our subsidiaries. In addition
to the disclosure contained in this document, you should carefully review
the risks and uncertainties contained in other documents Roadway
Corporation files from time to time with the Securities and Exchange
Commission. Those documents are accessible on the SEC's website at
www.sec.gov and through our website at www.roadwaycorp.com.
Included in the Dow Jones Transportation Average, Roadway Corporation
(NASDAQ: ROAD), is a holding company dedicated to leveraging opportunities
to expand the transportation-related service offerings available to
customers through the Roadway portfolio of strategically linked
transportation companies. Roadway Corporation's principal subsidiaries
include Roadway Express and Roadway Next Day Corporation. Roadway Express
is a leading ISO 9001 and C-TPAT/PIP and FAST certified transporter of
industrial, commercial and retail goods in the two- to five-day regional
and long-haul markets. Roadway Express provides seamless service
throughout all 50 states, Canada, Mexico and Puerto Rico including
export/import services for more than 100 countries worldwide. Roadway
Express owns Reimer Express Lines in Canada and Mexican-based Roadway
Express, S.A. de C.V. Roadway Next Day Corporation is a holding company
focused on business opportunities in the shorter-haul regional and
next-day markets. Roadway Next Day Corporation owns New Penn Motor
Express, a next-day, ground less-than-truckload carrier of general
commodities serving twelve states in the Northeastern United States,
Quebec, Canada and Puerto Rico, with links to the Midwest and Southeast
United States and Ontario, Canada. For additional information, contact
Roadway Corporation at www.roadwaycorp.com.