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
November 4, 2010
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Date of Report (Date of earliest event reported)
Con-way Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-5046 94-1444798
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
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
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(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 obligations of the registrant
under any of the following provisions (see General Instruction A.2
below):
[ ] 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 November 4, 2010, Con-way entered into a new four-year $325 million
unsecured revolving credit facility that replaced the existing $400 million
facility. The new revolving facility, which terminates on November 4, 2014,
is available for cash borrowings and issuance of letters of credit. Standby
letter of credit fees are equal to a margin that is dependent upon Con-way's
leverage ratio, and borrowings under the agreement bear interest at a rate
based upon LIBOR or the lead bank's base rate, in each case plus a margin
dependent on Con-way's leverage ratio. The credit facility fee ranges from
0.25% to 0.45% applied to the total facility of $325 million based on Con-
way's leverage ratio. The revolving facility is guaranteed by certain of Con-
way's material domestic subsidiaries and contains two financial covenants:
(i) a leverage ratio and (ii) a fixed-charge coverage ratio.
Copies of the Credit Agreement and Subsidiary Guaranty Agreement entered into
in connection with the new revolving credit facility are attached as Exhibits
99.1 and 99.2.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
The information included in Item 1.01 of this Current Report on Form 8-K is
incorporated by reference into this Item 2.03.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit No. Description
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EX 99.1 Credit Agreement
EX 99.2 Subsidiary Guaranty 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.
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(Registrant)
November 8, 2010 /s/ Jennifer W. Pileggi
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Jennifer W. Pileggi
Executive Vice President
General Counsel & Secretary