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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) January 2, 1996
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CALIBER SYSTEM, INC.
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(Exact Name of Registrant as Specified in Charter)
Ohio 0-10716 34-1365496
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
1077 Gorge Boulevard, P.O. Box 88, Akron, Ohio 44309-0088
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(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code: (216) 384-8184
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Roadway Services, Inc.
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events
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On December 29, 1995, the Board of Directors of the Registrant declared a
spin-off distribution to the Registrant's shareholders of record at the close of
business on December 29, 1995 of approximately 95% of the Common Stock of its
wholly-owned subsidiary, Roadway Express, Inc. ("REX") on the basis of one
share of Common Stock of REX for every two outstanding shares of Common Stock
of the Registrant. The REX shares were distributed to the Distribution Agent
for the spin-off distribution effective January 2, 1996 and certificates for REX
shares were mailed on or about January 12, 1996. The distribution was effected
to separate the Registrant and REX into two independent public companies and
was approved by the Registrant's shareholders at a Special Meeting of
Shareholders held on December 14, 1995.
In connection with the spin-off, the Registrant has changed its corporate name
to Caliber System, Inc. effective January 2, 1996.
A copy of the Registrant's press release dated December 29, 1995 is attached
hereto and incorporated herein.
Item 7. Financial Statements, Pro Forma Financial Information
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and Exhibits
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(c) Exhibits.
See Exhibit Index.
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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.
CALIBER SYSTEM,INC.
By: D.A. Wilson
Date: January 18, 1996 Its: Senior Vice President-Finance
and Planning, Secretary and
Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No. Description
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3.1(a) Restated Amended Articles of Incorporation of Roadway Services,
Inc. (filed as Exhibit 4(a) to Post-Effective Amendment No. 1
to RSI's Registration Statement No. 33-44502 on Form S-8 and
incorporated herein by reference).
3.1(b) Certificate of Amendment to the Articles of Incorporation.
10.1 Distribution Agreement between Roadway Services, Inc. and
Roadway Express, Inc. dated December 29, 1995.
10.2 Form of First Amendment and Waiver to Credit Agreement among
Roadway Services, Inc., the several banks and other
financial institutions parties thereto and Chemical Bank, as
agent for the lenders, dated as of September 28, 1995.
99 Roadway Services, Inc. Press Release dated December 29, 1995.