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): July 13, 2007
Con-way Inc.
(Exact name of registrant as specified in its charter)
Delaware 1-5046 94-1444798
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2855 Campus Drive, Suite 300, San Mateo, California 94403
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (650) 378-5200
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
On July 13, 2007, we entered into an Agreement and Plan of Merger (the
"Merger Agreement") with Transportation Resources, Inc. ("TRI"), a Missouri
corporation, Seattle Acquisition Corporation, a newly formed Missouri
corporation and wholly owned subsidiary of ours ("Merger Sub"), the
Shareholders' Agent (as defined in the Merger Agreement) and certain
shareholders (the "Selling Shareholders") of TRI, pursuant to which we will
acquire TRI for an aggregate purchase price of $750 million, subject to
adjustment. TRI is the privately-held holding company for (among other
entities) Contract Freighters, Inc., a truckload carrier headquartered in
Joplin, Missouri.
The Merger Agreement provides for the merger of Merger Sub with and into TRI
(the "Merger"), with TRI continuing as the surviving corporation and our
wholly-owned subsidiary. In the Merger, all shares of TRI common stock will
be converted into the right to receive a proportionate share of the
consideration in cash (without interest).
The Merger Agreement contains customary representations, warranties and
covenants, and consummation of the Merger is subject to customary conditions,
including (1) the affirmative vote of holders of two-thirds of TRI's
outstanding shares of common stock, (2) expiration or termination of the
applicable Hart-Scott-Rodino waiting period, (3) subject to certain
exceptions, the accuracy of the representations and warranties made by the
parties, (4) completion of satisfactory due diligence by us and (5) the
absence of any material adverse effect on TRI. A portion of the aggregate
consideration will be placed in escrow to satisfy certain indemnification
obligations of TRI and its shareholders. Separately, we have entered into an
agreement with holders of approximately 92% of TRI's outstanding shares of
common stock, pursuant to which they have committed to vote their shares in
favor of the Merger.
The Merger Agreement has been approved by TRI's Board of Directors. Further,
TRI's Board of Directors has determined that the transactions contemplated by
the Merger Agreement, including the Merger, are in the best interest of TRI
and its shareholders. Neither the Merger nor any of the transactions
contemplated by the Merger Agreement require approval by our shareholders.
We expect the transaction to close in the third calendar quarter of 2007.
FORWARD-LOOKING STATEMENTS
Certain statements in this Form 8-K constitute "forward-looking statements"
and are subject to a number of risks and uncertainties and should not be
relied upon as predictions of future events. All statements other than
statements of historical fact are forward-looking statements, including any
projections and objectives of management for future operations, any
statements concerning proposed new products or services, any statements
regarding Con-way's estimated future contributions to pension plans, any
statements as to the adequacy of reserves, any statements regarding the
outcome of any claims that may be brought against Con-way, any statements
regarding future economic conditions or performance, any statements of
estimates or belief, any statements regarding the proposed acquisition of
Transportation Resources, Inc. and proposed related financing, and any
statements or assumptions underlying the foregoing. Specific factors that
could cause actual results and other matters to differ materially from those
discussed in such forward-looking statements include: changes in general
business and economic conditions, the creditworthiness of Con-way's customers
and their ability to pay for services rendered, increasing competition and
pricing pressure, changes in fuel prices or fuel surcharges, the effects of
the cessation of the air carrier operations of Emery Worldwide Airlines, the
possibility that Con-way may, from time to time, be required to record
impairment charges for long-lived assets, the proposed acquisition of
Transportation Resources, Inc and proposed related financing (including
without limitation the possibility that such acquisition may not be
consummated due to failure of regulatory approval or other closing conditions
to be satisfied, risks relating to the financing, integration risks and risks
that acquisition synergies are not realized), the possibility of defaults
under Con-way's $400 million credit agreement and other debt instruments
(including without limitation defaults resulting from unusual charges), and
the possibility that Con-way may be required to repay certain indebtedness in
the event that the ratings assigned to its long-term senior debt by credit
rating agencies are reduced, labor matters, enforcement of and changes in
governmental regulations, environmental and tax matters, matters relating to
the 1996 spin-off of Consolidated Freightways Corporation ("CFC"), including
the possibility that CFC's multi-employer pension plans may assert claims
against Con-way, matters relating to the sale of Menlo Worldwide Forwarding,
Inc., including Con-way's obligation to indemnify the buyer for certain
losses in connection with the sale, and matters relating to Con-way's defined
benefit pension plans. The factors included herein and in Item 7 of Con-way's
2006 Annual Report on Form 10-K as well as other filings with the Securities
and Exchange Commission could cause actual results and other matters to
differ materially from those in such forward-looking statements. As a result,
no assurance can be given as to future financial condition, cash flows, or
results of operations.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Exhibit Title or Description
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99.1 Press Release dated July 16, 2007
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CON-WAY INC.
By: /s/ Kevin C. Schick
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Name: Kevin C. Schick
Title: Chief Financial Officer
Date: July 16, 2007