8-K/A 1 cover.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A 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 23, 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, San Mateo, California 94403 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (650) 378-5200 Not Applicable (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)) This Form 8-K/A, Amendment No. 1, is being filed for the purpose of filing the financial statements and pro forma financial information required by Item 9.01 with respect to the Current Report on Form 8-K filed by the registrant on August 23, 2007 regarding the acquisition of Transportation Resources, Inc. Item 9.01 Financial Statements and Exhibits. (a) Financial Statements of Businesses Acquired The audited consolidated balance sheet of Transportation Resources, Inc. at December 31, 2006 and the audited consolidated statements of income, shareholders' equity and cash flows for the year ended December 31, 2006 and the related notes to the financial statements, together with the independent auditors' report, are filed as Exhibit 99.1 to this Form 8-K/A and incorporated by reference in this Form 8-K/A. The unaudited consolidated balance sheet of Transportation Resources, Inc. at June 30, 2007 and the unaudited consolidated statements of income and cash flows for the six months ended June 30, 2007 and 2006 and the related notes to the financial statements are filed as Exhibit 99.2 to this Form 8-K/A and incorporated by reference in this Form 8-K/A. (b) Pro Forma Financial Information The unaudited pro forma condensed consolidated balance sheet of the registrant at June 30, 2007, and the unaudited pro forma condensed consolidated statements of income for the year ended December 31, 2006 and the six months ended June 30, 2007 are filed as Exhibit 99.3 to this Form 8- K/A and incorporated by reference in this Form 8-K/A. (d) Exhibits 23.1 Consent of BKD, LLP 99.1 Audited Consolidated Financial Statements of Transportation Resources, Inc. at December 31, 2006 and for the year ended December 31, 2006 99.2 Unaudited Consolidated Financial Statements of Transportation Resources, Inc. at June 30, 2007 and for the six months ended June 30, 2007 and 2006 99.3 Unaudited Pro Forma Condensed Consolidated Balance Sheet of the Registrant at June 30, 2007 and the Unaudited Pro Forma Condensed Consolidated Statements of Income for the year ended December 31, 2006 and the six months ended June 30, 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/ Kevin C. Schick --------------------- Name: Kevin C. Schick Title: Senior Vice President and Chief Financial Officer Dated: October 9,2007 EXHIBIT INDEX 23.1 Consent of BKD, LLP 99.1 Audited Consolidated Financial Statements of Transportation Resources, Inc. at December 31, 2006 and for the year ended December 31, 2006 99.2 Unaudited Consolidated Financial Statements of Transportation Resources, Inc. at June 30, 2007 and for the six months ended June 30, 2007 and 2006 99.3 Unaudited Pro Forma Condensed Consolidated Balance Sheet of the Registrant at June 30, 2007 and the Unaudited Pro Forma Condensed Consolidated Statements of Income for the year ended December 31, 2006 and the six months ended June 30, 2007