8-K 1 apr258k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 25, 2006 ------------------------------------------------ Date of Report (Date of earliest event reported) Con-way Inc. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 1-5046 94-1444798 ---------- ------ ---------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification incorporation or Number) organization) 2855 Campus Drive, Suite 300, San Mateo, California 94403 ----------------------------------------------------------- (Address of principal executive offices) (zip code) Registrant's telephone number, including area code: (650) 378-5200 ----------------------------------------------------------------------- (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2 below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING On April 24, 2006, the Board of Directors of Con-way Inc. determined that the listing of the Company's common stock on NYSE Arca (formerly known as the Pacific Exchange) is no longer necessary for the benefit of the Company's shareholders, and that the expense of listing the common stock on NYSE Arca outweighs any value to shareholders. The Board also authorized the Company to take the steps necessary to withdraw the Company's common stock from listing on NYSE Arca. On the same date, the Company sent a letter to NYSE Arca, giving notice of the Company's intent to withdraw the common stock from listing on NYSE Arca. The Company's common stock will continue to be listed on the New York Stock Exchange and registered under Section 12(b) of the Securities Exchange Act of 1934. ITEM 8.01 OTHER EVENTS On April 24, 2006, Con-way Inc. issued a press release announcing that the Board of Directors authorized an expanded share repurchase program in which the Company can acquire up to $400 million of its common shares through the end of the second quarter of 2007. The new program replaces an existing $300 million share repurchase plan approved in 2005. The previous plan had approximately $100 million remaining. A copy of the press release is attached hereto as Exhibit 99 and is incorporated herein by reference. The foregoing description of the press release is qualified in its entirety by reference to such exhibit. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits Exhibit No. Description ----------- ---------------------------------------- 99 Press release issued on April 24, 2006. 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. CNF Inc. ------------ (Registrant) April 24, 2006 /s/ Jennifer W. Pileggi -------------------------- Jennifer W. Pileggi Senior Vice President, General Counsel & Secretary