Form 8-K

0001193125-15-350909.txt : 20151022 0001193125-15-350909.hdr.sgml : 20151022 20151022172205 ACCESSION NUMBER: 0001193125-15-350909 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20151022 ITEM INFORMATION: Temporary Suspension of Trading Under Registrant's Employee Benefit Plans ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20151022 DATE AS OF CHANGE: 20151022 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: 151171131 BUSINESS ADDRESS: STREET 1: 2211 OLD EARHART ROAD, SUITE 100 CITY: ANN ARBOR STATE: MI ZIP: 48105 BUSINESS PHONE: 7347571444 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 d71904d8k.htm FORM 8-K 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

Date of Report (Date of earliest event reported): October 22, 2015

Con-way Inc.

(Exact name of registrant as specified in Charter)

Delaware

1-05046

94-1444798

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

2211 Old Earhart Road, Suite 100, Ann Arbor, Michigan 48105

(Address of Principal Executive Offices, including Zip Code)

Registrant’s telephone number, including area code: (734) 757-1444

N/A

(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.):

¨	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 5.04. Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.

On October 22, 2015, Con-way Inc. (“Con-way”, the “Company” or “we”) delivered to its executive officers and directors (collectively, the “Covered Persons”) a notice under Rule 104(b)(2)(i) of Regulation BTR, pursuant to which (i) the “blackout” period described in the Reason for the Tender Offer Blackout Period and this Notice, dated September 24, 2015 (the “Prior Tender Offer Blackout Period”), was lifted to accommodate an extension on the Tender Offer (as defined below), and (ii) Con-way may be imposing a blackout period beginning October 27, 2015 in accordance with Section 306(a) of the Sarbanes-Oxley Act of 2002 (“SOX”) and the Securities and Exchange Commission regulations.

The Prior Tender Offer Blackout Period, which began on October 9, 2015 and would have ended on the date that the Plans received and allocated the tender offer consideration described below to Plan accounts, was necessary for the process of exchanging shares of common stock of Con-way Inc. (the “Company”) under the Con-way Personal Savings Plan, the Con-way 401(k) Plan and the Con-way Retirement Savings Plan (collectively, the “Plans”) for cash as part of the tender offer commenced by Canada Merger Corp. (the “Purchaser”), a wholly-owned subsidiary of XPO Logistics, Inc., on September 15, 2015 (the “Tender Offer”) in accordance with the terms and conditions of the Agreement and Plan of Merger by and among the Company, XPO Logistics, Inc. and the Purchaser (the “Merger Agreement”). On October 19, 2015, the Company was notified by the Purchaser that the period during which individuals may tender shares of the Company’s common stock had been extended until October 30, 2015. To accommodate this extension, notice has been provided that the Prior Tender Offer Blackout Period has been lifted. Any other restrictions on trading activity that the Company imposes on its executive officers and directors (collectively, the “Other Trading Restrictions”) remain in effect, however, including under the Company’s insider trading policy and any administrative blackout related to the Company’s online incentive award platform.

Additionally, because a blackout period in respect of the Tender Offer has been imposed under the Plans beginning on October 27, 2015 and ending on the date the Plans receive and allocate the tender offer consideration described below to Plan accounts, we may be imposing a SOX blackout period beginning on October 27, 2015 and ending on the date the Plans receive and allocate the tender offer consideration described below to Plan accounts if fifty percent (50%) or more of participants in any of the Plans who hold shares of our common stock in such Plan actually participate in the Tender Offer. During the blackout period, tendering participants would be unable to engage in transactions, such as obtaining loans or distributions from, or diversifying or otherwise changing, the portion of their account balances invested in the Company’s common stock. We will advise the Covered Persons when the SOX blackout period ends, if earlier or later than the specified date.

While the SOX blackout period is in effect, the Covered Persons (and their immediate family members who share their residence) should not, directly or indirectly, engage in any purchase, sale, transfer, acquisition, or disposition of any equity securities of the Company relating to the Company’s common stock and any options with respect to any of these stocks. There are limited exclusions and exemptions from this rule. For example, transactions that are executed pursuant to a properly adopted Rule 10b5-1 plan are exempt from the foregoing SOX blackout trading restrictions. Further, the above prohibition would be in addition to the Other Trading Restrictions, including under the Company’s insider trading policy and any administrative blackout related to the Company’s online incentive award platform.

The Company provided the SOX blackout notice to the Covered Persons on October 22, 2015. The SOX blackout notice is filed herewith as Exhibit 99.1.

If the Covered Persons have any questions pertaining to the notice or the SOX blackout period, they were directed to contact Stephen K. Krull in the Legal Department of the Company by telephone at (734) 757-1559 or by mail at 2211 Old Earhart Road, Suite 100, Ann Arbor, Michigan 48105.

Item 9.01. Financial Statements and Exhibits.

(d) The following is a list of the exhibits filed herewith.


Exhibit No.		Description of Exhibit

99.1		Notice pursuant to Rule 104(b)(2)(i) of Regulation BTR

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.

Date: October 22, 2015	By:	/s/ Stephen K. Krull
		Name:	Stephen K. Krull
		Title:	Executive Vice President, General Counsel and Secretary

EXHIBIT INDEX

The following is a list of the exhibits filed herewith.


Exhibit No.		Description of Exhibit

99.1		Notice pursuant to Rule 104(b)(2)(i) of Regulation BTR

EX-99.1 2 d71904dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

Con-way Inc.

Reason for the Tender Offer Blackout Period and This Notice

In the Reason for the Tender Offer Blackout Period and This Notice, dated September 24, 2015 (the “Prior Notice”), that was previously delivered to you, you were notified of a trading restriction (the “Prior Tender Offer Blackout Period”) that would be imposed because of a blackout period under the Con-way Personal Savings Plan, the Con-way 401(k) Plan and the Con-way Retirement Savings Plan (collectively, the “Plans”). The Prior Tender Offer Blackout Period, which began on October 9, 2015 and would have ended on the date that the Plans received and allocated the tender offer consideration described below to Plan accounts, was necessary for the process of exchanging shares of common stock of Con-way Inc. (the “Company”) under the Plans for cash as part of the tender offer commenced by Canada Merger Corp. (the “Purchaser”), a wholly-owned subsidiary of XPO Logistics, Inc., on September 15, 2015 (the “Tender Offer”) in accordance with the terms and conditions of the Agreement and Plan of Merger by and among the Company, XPO Logistics, Inc. and the Purchaser (the “Merger Agreement”). On October 19, 2015, the Company was notified by the Purchaser that the period during which individuals may tender shares of the Company’s common stock had been extended until October 30, 2015. To accommodate this extension, notice is being provided that the Prior Tender Offer Blackout Period has been lifted and that a trading restriction beginning October 27, 2015 (the “Tender Offer Blackout Period”) may need to be imposed because of a blackout period under the Plans. During the Tender Offer Blackout Period, tendering participants would be unable to engage in transactions, such as obtaining loans or distributions from, or diversifying or otherwise changing, the portion of their account balances invested in the Company’s common stock. Further, the trading restrictions in effect during the Tender Offer Blackout Period would be in addition to other restrictions on trading activity that the Company imposes on its executive officers and directors, including under the Company’s insider trading policy and any administrative blackout related to the Company’s online incentive award platform.

As a result of the Tender Offer Blackout Period, Regulation BTR requires that we impose trading restrictions on directors and executive officers during the Tender Offer Blackout Period if fifty (50%) or more of participants in any of the Plans who hold shares of the Company’s common stock under such Plan elect to tender those shares. Pursuant to Rule 104 of Regulation BTR, the Company is required to timely notify its directors and executive officers, as well as the SEC, of the Tender Offer Blackout Period. Consequently, although we are unable to gauge at this time whether fifty percent (50%) or more of participants in any of the Plans who hold shares of our common stock under such Plan will actually participate in the Tender Offer (and thus actually trigger the imposition of this mandatory trading restriction period), we are required nevertheless to plan for the institution of trading restrictions during the Tender Offer Blackout Period as set forth in this notice. If fewer than fifty percent (50%) of the participants in each Plan who hold shares of our common stock under such Plan actually elect to participate in the Tender Offer, we will notify you promptly, and in such a case no trading restrictions will actually be implemented.

While the Tender Offer Blackout Period is in effect, the executive officers and directors (and their immediate family members who share their residence) should not, directly or indirectly, engage in any purchase, sale, transfer, acquisition, or disposition of any equity securities of the Company relating to the Company’s common stock and any options with respect to any of these stocks. There are limited exclusions and exemptions from this rule. For example, transactions that are executed pursuant to a properly adopted Rule 10b5-1 plan and the tendering of shares into the Tender Offer are exempt from the foregoing SOX blackout trading restrictions.

This notice constitutes a Rule 104 notice of a blackout period.

If you have any questions pertaining to this notice or the blackout period, please contact Stephen K. Krull in the Legal Department of the Company by telephone at (734) 757-1559 or by mail at 2211 Old Earhart Road, Suite 100, Ann Arbor, Michigan 48105.