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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): November 17, 1995
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ROADWAY SERVICES, INC.
(Exact name of registrant as specified in its charter)
Ohio 0-10716 34-1365496
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
1077 Gorge Boulevard, P.O. Box 88, Akron, Ohio 44309-0088
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (216) 384-8184
Not applicable
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(Former name or former address, if changed since last report)
Exhibit Index at Page 4
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INFORMATION REQUIRED IN REPORT
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Item 2. Acquisition or Disposition of Assets.
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On November 6, 1995, the Board of Directors of the registrant,
Roadway Services, Inc. (RSI), announced plans to exit the air freight business
served by its subsidiary, Roadway Global Air, Inc. (RGA). The Board
simultaneously announced that RSI intended to sell the RGA business in part
pending the successful outcome of negotiations. The company's decision was
prompted by RGA's poor earnings per share in 1994, its first full year of
operation. Through the first three quarters of 1995, RGA lost an additional
$1.18 per share, and was projected to lose $1.70 per share for the full year if
operations had continued. RSI believes that the discontinuation of its air
freight business would eliminate ongoing losses incurred by RGA and free
resources for investment in the company's other subsidiaries.
On November 17, 1995, RSI announced that Burlington Air Express
(Burlington) would provide continuing U.S. air freight service to former
customers of RGA beginning November 20, 1995. Burlington agreed to acquire
RGA's tracking and information system and RGA's air terminal in San Jose,
California, the consideration for which RSI does not believe to be material.
Burlington has an option for 60 days to acquire certain computer equipment from
RGA. It has also expressed an interest in buying other used equipment made
excess by RGA's shutdown, although the terms of such acquisitions remain
undetermined. RSI currently intends to dispose of, or transfer to other RSI
companies, any remaining assets related to its U.S. air freight service not
otherwise acquired by Burlington; however, there can be no assurance that the
company will be able to identify a purchaser or purchasers for such assets, or
that if such purchasers are identified, that they will be willing to purchase
such assets on terms satisfactory to the company.
RSI is currently engaged in negotiations to transfer its
non-U.S. operations to an international freight forwarder. However, there can
be no assurance that such negotiations will yield any result or benefit to the
company.
RSI initially estimated a pre-tax charge of $65 million for
costs related to abandonment of RGA's business, but has not yet determined the
impact on such figure resulting from its agreement with Burlington and the
sales, if any, of other RGA assets, including its non-U.S. business.
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Item 7. Financial Statements, Pro Forma Financial Information and
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Exhibits.
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(b) Pro Forma Financial Information.
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The following pro forma financial information is incorporated herein by
reference to note (b) on page 32 and to pages 33 through 38 of the registrant's
Proxy Statement for the Special Meeting of Shareholders to be held on December
14, 1995, File No. 0-10716, and is filed as an exhibit hereto.
Roadway Services, Inc. Pro Forma Condensed Financial Statements
Unaudited Pro Forma Condensed Balance Sheet, September 9, 1995
Unaudited Pro Forma Statement of Consolidated Income, Thirty-Six
Weeks Ended September 9, 1995
Unaudited Pro Forma Statement of Consolidated Income, Year Ended
December 31, 1994
Unaudited Pro Forma Statement of Consolidated Income, Thirty-Six
Weeks Ended September 10, 1994
(c) Exhibits.
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99 Roadway Services, Inc. Pro Forma Condensed Financial Statements
Unaudited Pro Forma Condensed Balance Sheet, September 9, 1995
Unaudited Pro Forma Statement of Consolidated Income, Thirty-Six
Weeks Ended September 9, 1995
Unaudited Pro Forma Statement of Consolidated Income, Year Ended
December 31, 1994
Unaudited Pro Forma Statement of Consolidated Income, Thirty-Six
Weeks Ended September 10, 1994
SIGNATURES
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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 SERVICES, INC.
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REGISTRANT
By JOHN M. GLENN
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John M. Glenn
Vice President and
General Counsel
Dated: December 4, 1995
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EXHIBIT INDEX
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Exhibit
Number Description
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99 Roadway Services, Inc. Pro Forma Condensed Financial Statements.
Unaudited Pro Forma Condensed Balance Sheet, September 9, 1995
Unaudited Pro Forma Statement of Consolidated Income, Thirty-Six
Weeks Ended September 9, 1995
Unaudited Pro Forma Statement of Consolidated Income, Year Ended
December 31, 1994
Unaudited Pro Forma Statement of Consolidated Income, Thirty-Six
Weeks Ended September 10, 1994
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