UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 27, 2008
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))
This Form 8-K/A, Amendment No. 1, is being filed for the purpose of filing a
corrected form of Exhibit 99.1, Form of Performance Share Plan Unit Grant
Agreement.
Section 3(b) of the Performance Share Plan Unit Grant Agreement has been
revised by deleting the reference to "fifty percent (50%) of" so as to read
as follows:
(b) The number of Performance Share Plan Units remaining available to
Recipient for vesting pursuant to Section 4 at the end of the
Performance Period (the "PSPUs Available for Vesting") shall be
equal to the total number of Performance Share Plan Units
multiplied by the percentage corresponding to the Company's actual
level of achievement of Earnings Per Share ("Earnings") goals
shown in Table 1 of Appendix A. The Committee shall have the
authority to exercise "negative discretion" (as such term is used
in Treasury Regulation section 1.162-27(e)(2)(iii) or any
successor provision) in its sole discretion to reduce the level of
achievement of such goals. The definition of "Earnings Per Share"
is set forth on Appendix B attached hereto.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
EXHIBIT NUMBER EXHIBIT TITLE OR DESCRIPTION
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EX 99.1 Form of Performance Share Plan
Unit Grant Agreement
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/ Jennifer W. Pileggi
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Name: Jennifer W. Pileggi
Title: Senior Vice President
General Counsel & Secretary
Dated: January 31, 2008