Exhibit 99.4
ROADWAY CORPORATION
LETTER TO
DEPOSITORY TRUST COMPANY PARTICIPANTS
EXCHANGE OF ALL OUTSTANDING
8 1/4% SENIOR NOTES DUE DECEMBER 1, 2008
FOR
8 1/4% SENIOR NOTES DUE DECEMBER 1, 2008
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
, 2002, UNLESS EXTENDED (THE "EXPIRATION DATE").
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OUTSTANDING NOTES TENDERED IN THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME
PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
To Depository Trust Company Participants:
We are enclosing herewith the material listed below relating to the
offer by Roadway Corporation, to exchange its 8 1/4% Senior Notes due December
1, 2008 (the "Exchange Notes"), which have been registered under the Securities
Act of 1933, as amended (the "Securities Act"), for a like principal amount of
its issued and outstanding 8 1/4% Senior Notes due December 1, 2008 (the
"Outstanding Notes"), upon the terms and subject to the conditions set forth in
Roadway's Prospectus, dated , 2002, and the related letter of transmittal (which
together constitute the "Exchange Offer").
Enclosed are copies of the following documents:
1. Prospectus, dated , 2002;
2. Letter of Transmittal (together with accompanying Substitute Form
W-9 Guidelines);
3. Notice of Guaranteed Delivery; and
4. Letter that may be sent to your clients for whose account you hold
Outstanding Notes in your name or in the name of your nominee, with
space provided for obtaining such client's instruction with regard to
the Exchange Offer.
We urge you to contact your clients promptly. Please note that the
Exchange Offer will expire on the Expiration Date unless extended.
The Exchange Offer is not conditioned upon any minimum number of
Outstanding Notes being tendered.
Pursuant to the letter of transmittal, each holder of Outstanding Notes
will represent to Roadway that:
(i) any Exchange Notes that the holder will acquire in exchange for
Outstanding Notes that the holder has tendered will be acquired in the
ordinary course of business of the holder,
(ii) the holder has not engaged in, does not intend to engage in, and
has no arrangement or understanding with any person to participate in,
a distribution of any Exchange Notes issued to the holder, and
(iii) the holder is not an "affiliate" (as defined in Rule 405 under
the Securities Act) of Roadway Corporation.
If the holder is a broker-dealer that will receive Exchange Notes for
its own account in exchange for Outstanding Notes that were acquired as a result
of market-making activities or other trading activities, it will acknowledge
that it will deliver a prospectus in connection with any resale of the Exchange
Notes. However, by this acknowledgement and by delivering a prospectus, the
broker-dealer will not be deemed to admit that it is an "underwriter" under the
meaning of the Securities Act.
The enclosed Letter to Clients contains an authorization by the
beneficial owners of the Outstanding Notes for you to make the foregoing
representations.
Roadway will not pay any fee or commission to any broker or dealer to
any other persons (other than the Exchange Agent) in connection with the
solicitation of tenders of Outstanding Notes pursuant to the Exchange Offer.
Roadway will pay or cause to be paid any transfer taxes payable on the transfer
of Outstanding Notes to it, except as otherwise provided in Instruction 6 of the
enclosed letter of transmittal.
Additional copies of the enclosed material may be obtained from the
undersigned.
Very truly yours,
SUNTRUST BANK