-----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, Sq46OGjMYogmS7TCgpOnFivsjEG+PjNSLtpnuFTJhI42k8MslpdamRFkVOZV+VGA 5ohXmAhkinCN3TNdSAn6LQ== 0000023675-07-000044.txt : 20070822 0000023675-07-000044.hdr.sgml : 20070822 20070822091310 ACCESSION NUMBER: 0000023675-07-000044 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070822 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20070822 DATE AS OF CHANGE: 20070822 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: 071072143 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 aug228k.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 Date of Report (Date of earliest event reported): August 22, 2007 Con-way Inc. (Exact name of registrant as specified in its charter) Delaware 1-5046 94-1444798 - --------------------------------- -------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 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 obligation of the registrant under any of the following provisions: [ ] 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 7.01 Regulation FD Disclosure. On August 22, 2007, the Company issued a press release announcing a reorganization of its Con-way Freight, Inc. subsidiary. Costs for the reorganization are estimated to range from $12 million to $16 million and are expected to be incurred during the remainder of 2007 and the first quarter of 2008. A copy of the press release is attached hereto as Exhibit 99.1. Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Exhibit Title or Description - -------------- ---------------------------- 99.1 Press Release dated August 22, 2007 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. By: /s/ Jennifer W. Pileggi ------------------------- Name: Jennifer W. Pileggi Title: Senior Vice President Date: August 22, 2007 EXHIBIT INDEX Exhibit Number Exhibit Title or Description - -------------- ---------------------------- 99.1 Press Release dated August 22, 2007 EX-99 2 ex99.txt EXHIBIT 99.1 FOR IMMEDIATE RELEASE Contacts: Con-way Inc. KempGoldberg Gary Frantz Belinda Donovan/Amber Caouette (650) 378-5335 (207) 773-0700 frantz.gary@con-way.com bdonovan@kempgoldberg.com acaouette@kempgoldberg.com Con-way Freight Unveils Unified Operating Model Less-Than-Truckload Carrier Aligns Under New Management Team and Organizational Model to Improve Customer Experience ANN ARBOR, Mich. - Aug. 22, 2007 - Con-way Freight Inc., a less-than- truckload (LTL) freight transportation company and subsidiary of Con-way Inc. (NYSE: CNW), today announced that it will combine its three regional operating companies into one centralized operation headquartered in Ann Arbor, Mich., to improve the customer experience and streamline its processes. This move marks a continuation of Con-way Freight's vision to deliver a single enterprise brand that creates maximum efficiency and offers customers a comprehensive service portfolio. "This transformation will improve Con-way Freight's performance by enabling us to anticipate and respond to customer needs more quickly and intelligently," said John G. Labrie, president, Con-way Freight. "We are a great company that will become an extraordinary company by aligning and unifying management and processes around customers' needs while improving our cost structure in an increasingly competitive LTL market." The company had operated under three units - Con-way Freight-Central, Con-way Freight-Southern and Con-way Freight-Western - since its inception 24 years ago. Under the old business model, each region had individual goals, practices and pricing models. The evolution into a new, centralized entity enables Con-way Freight to adopt uniform new processes and best practices designed to make the organization more responsive to the market and to customers throughout North America. The streamlined structure will reduce complexity, while the concurrent reductions in overhead will be leveraged into continuous improvement and innovation. Labrie emphasized that under the unified management structure the customer will continue to receive the same outstanding, industry-leading service product that has been Con-way's hallmark since its founding. The high-performance reliability of Con-way's proven LTL network model - underscored by the integrity and operational excellence of the company's well-trained and highly skilled workforce -- remains a prime differentiating factor and competitive strength for the company. "We have arrived at a crucial moment in our rich history that will position Con-way Freight to better meet the needs of the marketplace through vision, growth and operational excellence," said Labrie. "The vital evolutionary step of improving our organizational model in this environment of ever-increasing competition will sharpen our execution and enable us to deliver the most nimble, forward-thinking, customer-responsive option available to worldwide customers." The parent company recently announced Labrie as Con-way Freight's new president. Joining him on the new Con-way Freight executive management team are David L. Miller, chief operating officer; Michael D. Yuenger, vice president, finance; J. Edwin Conaway, executive vice president, sales; Sean M. Devine, vice president, engineering; Manoj Chopra, vice president, pricing; and Scott J. Engers, vice president, employee relations. Miller becomes chief operating officer from his former position as president of Con-way Freight-Central. A 30-year veteran of the trucking industry, he joined Con-way in 1983 as a freight operations supervisor. Prior positions included vice president of strategic planning and president of Con-way Freight-Southern. Yuenger has served as vice president and controller of Con-way Freight since 2005. An executive with more than 20 years of transportation industry experience, he joined the Con-way organization in 1991 as controller of Con- way Freight-Central. A 20-year Con-way employee, Conaway has served as vice president of sales for Con-way Freight since 2005. Previous positions included president of Con-way NOW and vice president of operations for Con-way Freight-Southern. Devine joined Con-way Inc. as vice president of engineering and supply management earlier this year. Prior to that, he served as vice president of consulting services for Emptoris, and provided consulting in support of Con- way's procurement transformation and other strategic initiatives. Dr. Chopra joined Con-way this month from RadioShack Corporation, where he was director of pricing, demand planning and strategic analysis. His career experience includes senior positions with FedEx Services and i2 Technologies. Dr. Chopra is an Industrial Engineering graduate of the Indian Institute of Technology in Roorkee, India, and holds a Ph.D. from Kansas State University. Engers joined the organization in 1984 as vice president, corporate counsel and assistant secretary for Con-way Transportation Services. In 2005 he was promoted to vice president and deputy general counsel for Con-way Inc. He serves on the board of directors of the American Trucking Associations' Litigation Center and is a member of the California and Michigan bar associations. Costs for the reorganization are estimated to range from $12 million to $16 million and are expected to be incurred during the remainder of 2007 and the first quarter of 2008. Con-way will update its full-year 2007 guidance as appropriate to reflect the effect of the Con-way Freight reorganization, and the effects of its pending acquisition of Contract Freighters, Inc., which is expected to close during the third quarter. About Con-way Freight Con-way Freight is the industry's leading less-than-truckload (LTL) freight transportation company, providing guaranteed, day-definite regional and transcontinental service through a network of 440 service centers in the United States, Canada, Mexico and Puerto Rico. Based in Ann Arbor, Mich., Con-way Freight offers LTL freight delivery across North America, as well as delivery in the United States for international less-than-container (LCL) ocean shipments from Asia through its OceanGuaranteedSM service. Con-way Freight is a certified FAST highway carrier and is ISO 9001- and 14001-, C- TPAT/PIP, ACE- and CSA-certified. Con-way Freight is a subsidiary of Con-way Inc. (NYSE: CNW), a $4.2 billion freight transportation and logistics services company and FORTUNE magazine's "Most Admired Company" in transportation and logistics for 2007. For more information, visit www.con- way.com/freight. FORWARD-LOOKING STATEMENTS Certain statements in this press release constitute "forward-looking statements" and are subject to a number of risks and uncertainties and should not be relied upon as predictions of future events. All statements other than statements of historical fact are forward-looking statements, including any projections and objectives of management for future operations, any statements concerning proposed new products or services, any statements regarding Con-way's estimated future contributions to pension plans, any statements as to the adequacy of reserves, any statements regarding the outcome of any claims that may be brought against Con-way, any statements regarding future economic conditions or performance, any statements of estimates or belief, any statements regarding the proposed acquisition of Transportation Resources, Inc. and its subsidiaries, including Contract Freighters, Inc. (collectively, "CFI"), and proposed related financing, and any statements or assumptions underlying the foregoing. Specific factors that could cause actual results and other matters to differ materially from those discussed in such forward-looking statements include: changes in general business and economic conditions, the creditworthiness of Con-way's customers and their ability to pay for services rendered, increasing competition and pricing pressure, changes in fuel prices or fuel surcharges and the effect of recently-filed litigation alleging that Con-way engaged in price fixing of fuel surcharges in violation of Federal antitrust laws, the effects of the cessation of the air carrier operations of Emery Worldwide Airlines, the possibility that Con-way may, from time to time, be required to record impairment charges for long-lived assets, the proposed acquisition of CFI and proposed related financing (including without limitation the possibility that such acquisition may not be consummated due to failure of closing conditions to be satisfied, risks relating to the financing, integration risks and risks that acquisition synergies are not realized), the possibility of defaults under Con-way's $400 million credit agreement and other debt instruments (including without limitation defaults resulting from unusual charges), and the possibility that Con-way may be required to repay certain indebtedness in the event that the ratings assigned to its long-term senior debt by credit rating agencies are reduced, labor matters, enforcement of and changes in governmental regulations, environmental and tax matters, matters relating to the 1996 spin-off of Consolidated Freightways Corporation ("CFC"), including the possibility that CFC's multi-employer pension plans may assert claims against Con-way, matters relating to the sale of Menlo Worldwide Forwarding, Inc., including Con-way's obligation to indemnify the buyer for certain losses in connection with the sale, and matters relating to Con-way's defined benefit pension plans. The factors included herein and in Item 7 of Con-way's 2006 Annual Report on Form 10-K as well as other filings with the Securities and Exchange Commission could cause actual results and other matters to differ materially from those in such forward-looking statements. As a result, no assurance can be given as to future financial condition, cash flows, or results of operations. ### -----END PRIVACY-ENHANCED MESSAGE-----