AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 22, 1998
REGISTRATION NO. 333-53169
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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OVERNITE CORPORATION
(Exact name of Registrant as specified in its charter)
VIRGINIA 6719 APPLIED FOR
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Code) Identification Number)
incorporation or
organization)
1000 SEMMES AVENUE
P.O. BOX 1216
RICHMOND, VIRGINIA 23218
(804) 231-8000
(Address, including zip code and telephone number, including area code, of
Registrant's principal executive offices)
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MR. PATRICK D. HANLEY
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
1000 SEMMES AVENUE
P.O. BOX 1216
RICHMOND, VIRGINIA 23218
(804) 231-8000
(Name, address, including zip code and telephone number, including area code,
of agent for service)
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Copies to:
DAVID M. CARTER, ESQ. WILLIAM P. ROGERS, JR., ESQ.
HUNTON & WILLIAMS CRAVATH, SWAINE & MOORE
RIVERFRONT PLAZA, EAST TOWER 825 EIGHTH AVENUE
951 EAST BYRD STREET NEW YORK, NEW YORK 10019
RICHMOND, VIRGINIA 23219 (212) 474-1270
(804) 788-8200
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If the delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [_]
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT HAS DULY CAUSED THIS AMENDMENT NO. 3 TO REGISTRATION STATEMENT TO BE
SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY
OF RICHMOND, COMMONWEALTH OF VIRGINIA ON JULY 22, 1998.
Overnite Corporation
(Registrant)
/s/ Gordon S. Mackenzie
By: __________________________________
GORDON S. MACKENZIE
SENIOR VICE PRESIDENT-OPERATIONS
AND DIRECTOR
SIGNATURE TITLE DATE
* Chairman of the
- ------------------------------------ Board of July 22, 1998
LEO H. SUGGS Directors, Chief
Executive Officer
and President
(Principal
Executive Officer)
* Senior Vice
- ------------------------------------ President, Chief July 22, 1998
PATRICK D. HANLEY Financial Officer
and Director
(Principal
Financial and
Accounting
Officer)
Senior Vice
/s/ Gordon S. Mackenzie President-- July 22, 1998
- ------------------------------------ Operations and
GORDON S. MACKENZIE Director
Senior Vice
- ------------------------------------ President-- July 22, 1998
JOHN W. FAIN Marketing and
Sales and Director
* By /s/ David M. Carter
- ------------------------------------ July 22, 1998
DAVID M. CARTER ATTORNEY-IN-FACT
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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1.1 Form of Underwriting Agreement to be entered into among the
Company, Union Pacific and the Underwriters
3.1 Company's Articles of Incorporation**
3.2 Company's Bylaws**
4.1 Specimen of Common Stock Certificate
5 Opinion of Hunton & Williams with respect to legality
10.1 Form of Bank Credit Facility
10.2 Stock Compensation Plan
10.3 Stock Purchase and Indemnification Agreement
10.4 Services Agreement
10.5 Tax Allocation Agreement
10.6 Computer and Information Technology Agreements
10.7 Pension Plan Agreement
21 Subsidiaries of the Registrant**
23.1 Consent of Deloitte & Touche LLP**
23.2 Consent of Hunton & Williams (included in Exhibit 5)
24 Power of attorney (included on Page II-4)**
27 Financial Data Schedule**
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*To be filed by amendment
**Previously filed