-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WUGje3WybjfrJzRqiKRxeyU6itKgMjpJV5q0Gu0cXi3evz7//ImouBdQZUzJanR1 OMpBEzCxjieV1vQoPqxRDg== 0000023675-06-000034.txt : 20060629 0000023675-06-000034.hdr.sgml : 20060629 20060629111847 ACCESSION NUMBER: 0000023675-06-000034 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060629 ITEM INFORMATION: Other Events FILED AS OF DATE: 20060629 DATE AS OF CHANGE: 20060629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Con-way Inc. CENTRAL INDEX KEY: 0000023675 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 941444798 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05046 FILM NUMBER: 06932207 BUSINESS ADDRESS: STREET 1: 2855 CAMPUS DRIVE CITY: SAN MATEO STATE: CA ZIP: 94403 BUSINESS PHONE: 6504942900 MAIL ADDRESS: STREET 1: 1717 NW 21ST AVE CITY: PORTLAND STATE: OR ZIP: 97209 FORMER COMPANY: FORMER CONFORMED NAME: CNF INC DATE OF NAME CHANGE: 20010510 FORMER COMPANY: FORMER CONFORMED NAME: CNF TRANSPORTATION INC DATE OF NAME CHANGE: 19970509 FORMER COMPANY: FORMER CONFORMED NAME: CONSOLIDATED FREIGHTWAYS INC DATE OF NAME CHANGE: 19920703 8-K 1 jun298k.txt JUNE 29 2006 FORM 8-K 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 June 29, 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 8.01 OTHER EVENTS On June 23, 2006, General Motors Corporation ("GM") informed Con-way Inc. ("Con-way") that it intends to exercise its right to purchase Con-way's interest in Vector SCM, LLC ("Vector"). The joint venture was formed by Menlo Worldwide, LLC ("MWW"), Con-way's global contract logistics subsidiary, and GM in December 2000 to deliver lead logistics provider services for GM's global supply chain. The terms of the joint venture give GM the right to exercise a buy-out of Con-way's interest in Vector, subject to agreement on valuation, terms and conditions. The companies will promptly enter into discussions intended to establish a valuation for the venture. Vector will provide ongoing services and support to GM during the valuation process and during a subsequent post-transaction transition period to ensure smooth transition of services, personnel and functions. Upon completion of the sale of its interest in Vector, Con-way will no longer receive any income from the joint venture. Contracts where Vector is providing services to non-GM entities will be transitioned to MWW. A copy of the press release Con-way filed on June 29, 2006 to announce GM's exercise of its call right and intent to purchase Con-way's interest in Vector is attached hereto as Exhibit 99 and incorporated herein by reference. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits Exhibit No. Description ----------- ---------------------------------------- 99 Press Release dated June 29, 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. Con-way Inc. ------------ (Registrant) June 29, 2006 /s/ Jennifer W. Pileggi -------------------------- Jennifer W. Pileggi Senior Vice President, General Counsel & Secretary EX-99 2 ex99.txt JUNE 29 PRESS RELEASE EXHIBIT 99 CON-WAY INC. 2855 CAMPUS DRIVE, SUITE 300 SAN MATEO, CA 94403 (650) 378-5200 NEWS RELEASE Contacts: Media - Gary Frantz (650) 378-5335 Investors - Patrick Fossenier (650) 378-5353 FOR IMMEDIATE RELEASE CON-WAY AND GENERAL MOTORS TO ENTER DISCUSSIONS REGARDING PURCHASE OF VECTOR SCM SAN MATEO, Calif. - June 29, 2006 - Con-way Inc. (NYSE: CNW) disclosed today that it received notice from General Motors Corporation (NYSE: GM) of its intent to exercise its call right and enter into negotiations to purchase Vector SCM, LLC, the joint venture formed by Menlo Worldwide, LLC, Con-way's global contract logistics subsidiary, and GM in December 2000 to deliver lead logistics provider services for GM's global supply chain. The terms of the joint venture give GM the right to exercise a buy-out of Vector, subject to agreement on valuation, terms and conditions. The companies will promptly enter into discussions intended to establish a valuation for the venture and proposed terms of a transaction. GM notified Con-way that consistent with its turnaround plan and the goal of further integrating global activities in this area, it had made a strategic decision to resume more direct control over its logistics functions. Vector will provide ongoing services and support to GM during the valuation discussion process, and during a subsequent post-transaction transition. The two companies also will be forming a transition team to manage resource planning and ensure a smooth transfer of services and functions. Contracts where Vector is providing services to non-GM entities will be transitioned to Menlo. "We're proud of the value that Vector SCM has delivered," said Douglas W. Stotlar, Con-way president and CEO. "Over its term our investment in Vector has returned significant profits for Menlo and Con-way. It's a proven success story that shows how a lead logistics provider can drive out costs and create competitive advantage." Stotlar added that the company will continue to pursue lead logistics provider, or 4PL opportunities, with the resources of Menlo Worldwide. Con-way Inc. (NYSE:CNW) is a $ 4.2 billion freight transportation and logistics company with businesses in less-than-truckload and full truckload freight services, expedite, brokerage, contract logistics, warehousing, supply chain management and trailer manufacturing. -----END PRIVACY-ENHANCED MESSAGE-----