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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): August 21, 2001
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Roadway Corporation
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(Exact Name of Registrant as Specified in Charter)
Delaware 000-32821 34-1956254
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(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
1077 George Boulevard, Akron, Ohio 44310
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (330) 384-1717
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On August 21, 2001, Roadway Corporation (the "Company")
announced that it entered into an Agreement and Plan of Merger, dated as of
August 21, 2001 (the "Merger Agreement"), with Arnold Industries, Inc., a
Pennsylvania corporation ("Arnold") and Lion Corp., a Pennsylvania corporation
and a wholly-owned subsidiary of the Company ("Lion"). The Merger Agreement
provides for the merger of Lion with and into Arnold (the "Merger"), whereby
each outstanding share of common stock, par value $.01 per share, of Arnold,
other than treasury shares and shares as to which dissenters' rights have been
duly demanded and perfected under the Pennsylvania Business Corporation Law,
will be converted into the right to receive $21.75 per share in cash, without
interest. The Merger Agreement also contains a number of representations,
warranties and covenants by the parties, is subject to a number of conditions
and may be terminated under certain circumstances, all as set forth in the
Merger Agreement.
In connection with the Merger, the Company entered into a
Shareholder Voting Agreement, dated as of August 21, 2001 (the "Voting
Agreement") with E. H. Arnold, Chairman, President and CEO of Arnold, pursuant
to which E.H. Arnold has agreed to vote his shares of Arnold common stock,
approximately sixteen percent of Arnold's current outstanding common stock, in
favor of the Merger.
The Merger Agreement, the Voting Agreement and the press release issued
by the Company in connection therewith are filed herewith as Exhibits 2.1, 99.1
and 99.2, respectively, and are incorporated herein by reference. The
descriptions of the Merger Agreement and the Voting Agreement set forth above do
not purport to be complete and are qualified in their entirety by reference to
the provisions of such agreements.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired: None.
(b) Pro Forma Financial Information: None.
(c) EXHIBITS:
2.1 Agreement and Plan of Merger, dated as of August 21, 2001,
by and among Roadway Corporation, Lion Corp. and Arnold Industries, Inc.
99.1 Shareholder Voting Agreement, dated as of August 21,
2001, by and between Roadway Corporation and Edward H. Arnold
99.2 Press Release, dated August 21, 2001 regarding the
Merger.
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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.
ROADWAY CORPORATION
Dated: August 24, 2001 By: /s/ J. Dawson Cunningham
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J. Dawson Cunningham
Executive Vice President and
Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit Description of Exhibit
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2.1 Agreement and Plan of Merger, dated as of August 21, 2001, by
and among Roadway Corporation, Lion Corp. and Arnold
Industries, Inc.
99.1 Shareholder Voting Agreement, dated as of August 21, 2001, by
and between Roadway Corporation and Edward H. Arnold
99.2 Press Release, dated August 21, 2001 regarding the Merger.