S-4/A 1 ds4a.htm AMENDMENT NO. 2 TO FORM S-4/A Amendment No. 2 to Form S-4/A

As filed with the Securities and Exchange Commission on December 14, 2004

Registration No. 333-119990

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Amendment No. 2

to

Form S-4

on

Form S-4/A

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Yellow Roadway Corporation

(Exact name of registrant as specified in its charter)

 

 

Delaware   4213   48-0948788

(State or other jurisdiction of

incorporation or organization)

  

(Primary Standard Industrial

Classification Code Number)

  

(I.R.S. Employer

Identification No.)

 

10990 Roe Avenue

Overland Park, Kansas 66211

(913) 696-6100

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

Daniel J. Churay

Yellow Roadway Corporation

Senior Vice President, General Counsel and Secretary

10990 Roe Avenue

Overland Park, Kansas 66211

(913) 696-6100

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

 

Charles L. Strauss

Fulbright & Jaworski L.L.P.

1301 McKinney, Suite 5100

Houston, Texas 77010

(713) 651-5151

  

Robert Evans III

Shearman & Sterling LLP

599 Lexington Ave.

New York, New York 10022

(212) 848-4000

 

 

Approximate date of commencement of proposed sale to the public:    As soon as practicable after the effective date of this registration statement.

 

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, please check the following box.  ¨

 

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

 

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

 

 

The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANTS

 

Exact Name of Registrant

as Specified in its Charter

   

State or Other
Jurisdiction

of Incorporation

or Organization

    SIC
    I.R.S. Employer
Identification No.

Yellow Transportation, Inc.

    Indiana    4213    44-0594706

Yellow Roadway Technologies, Inc.

    Delaware    4213    48-1115792

Mission Supply Company

    Kansas    4213    48-0911571

Yellow Relocation Services, Inc.

    Kansas    4213    48-1067939

Meridian IQ, Inc.

    Delaware    4731    48-1233134

MIQ LLC

    Delaware    4731    48-1119865

Globe.com Lines, Inc.

    Delaware    4213    52-2068065

Roadway LLC

    Delaware    4213    34-1956254

Roadway Express, Inc.

    Delaware    4213    34-0492670

Roadway Next Day Corporation

    Pennsylvania    4213    23-2255947

 

The address, including zip code, and telephone number, including area code, of each registrant’s principal executive offices is shown on the cover page of this Registration Statement on Form S-4.

EXPLANATORY NOTE

 

This Amendment is being filed solely to update certain exhibits to this registration statement. No other changes are made hereby.

 

- 1 -

PART II

 

INFORMATION NOT REQUIRED IN THE PROSPECTUS

 

Item 21. Exhibits

 

Exhibit No.
     

Description

1.1 *   

—Form of Dealer Manager Agreement.

3.1     

—Certificate of Incorporation of Yellow Roadway Corporation, formerly known as Yellow Corporation (incorporated herein by reference to Exhibit 3.1 to Yellow Corporation’s Annual Report on Form 10-K for the year ended December 31, 2002, filed March 6, 2003, Reg. No. 000-12255).

3.2     

—Certificate of Amendment to the Certificate of Incorporation of Yellow Roadway Corporation, formerly known as Yellow Corporation (incorporated herein by reference to Exhibit 4.2 to Yellow Roadway Corporation’s Registration Statement on Form S-8, filed December 23, 2003, Reg. No. 333-111499).

3.3     

—Bylaws of Yellow Roadway Corporation, as amended (incorporated herein by reference to Exhibit 3.1 to Yellow Roadway’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004, filed August 9, 2004, Reg. No. 000-12255).

3.4     

—Certificate of Incorporation of Meridian IQ, Inc., formerly known as Yellow Dot Com Subsidiary, Inc., as amended (incorporated herein by reference to Exhibit 3.4 to Yellow Roadway Corporation’s Registration Statement on Form S-3, filed February 23, 2004, Reg. No. 333-113021).

3.5     

—Amended and Restated Bylaws of Meridian IQ, Inc., formerly known as Yellow Dot Com Subsidiary, Inc. (incorporated herein by reference to Exhibit 3.5 to Yellow Roadway Corporation’s Registration Statement on Form S-3, filed February 23, 2004, Reg. No. 333-113021).

3.6     

—Certificate of Incorporation of Yellow Roadway Technologies, Inc., formerly known as Yellow Technologies Inc., as amended (incorporated herein by reference to Exhibit 3.7 to Yellow Corporation’s Registration Statement on Form S-3, filed October 22, 2003, Reg. No. 333-109896).

3.7     

—Certificate of Amendment of Certificate of Incorporation of Yellow Roadway Technologies, Inc., formerly known as Yellow Technologies, Inc. (incorporated herein by reference to Exhibit 3.7 to Post-Effective Amendment No. 8 to Yellow Roadway Corporation’s Registration Statement on Form S-3, filed August 16, 2004, Reg. No. 333-109896).

3.8     

—Amended and Restated Bylaws of Yellow Roadway Technologies, Inc., formerly known as Yellow Technologies Inc., (incorporated herein by reference to Exhibit 3.7 to Yellow Roadway Corporation’s Registration Statement on Form S-3, filed February 23, 2004, Reg. No. 333-113021).

3.9     

—Certificate of Incorporation of Globe.com Lines, Inc., as amended (incorporated herein by reference to Exhibit 3.9 to Yellow Corporation’s Registration Statement on Form S-3, filed October 22, 2003, Reg. No. 333-109896).

3.10     

—Amended and Restated Bylaws of Globe.com Lines, Inc. (incorporated herein by reference to Exhibit 3.9 to Yellow Roadway Corporation’s Registration Statement on Form S-3, filed February 23, 2004, Reg. No. 333-113021).

3.11     

—Articles of Incorporation of Yellow Relocation Services, Inc. (incorporated herein by reference to Exhibit 3.11 to Yellow Corporation’s Registration Statement on Form S-3, filed October 22, 2003, Reg. No. 333-109896).

 

II-1

Exhibit No.
   

Description

3.12   

—Amended and Restated Bylaws of Yellow Relocation Services, Inc. (incorporated herein by reference to Exhibit 3.11 to Yellow Roadway Corporation’s Registration Statement on Form S-3, filed February 23, 2004, Reg. No. 333-113021).

3.13   

—Articles of Incorporation of Mission Supply Company, as amended (incorporated herein by reference to Exhibit 3.15 to Yellow Corporation’s Registration Statement on Form S-3, filed October 22, 2003, Reg. No. 333-109896).

3.14   

—Amended and Restated Bylaws of Mission Supply Company (incorporated herein by reference to Exhibit 3.13 to Yellow Roadway Corporation’s Registration Statement on Form S-3, filed February 23, 2004, Reg. No. 333-113021).

3.15   

—Articles of Incorporation of Yellow Transportation, Inc., as amended (incorporated herein by reference to Exhibit 3.14 to Yellow Roadway Corporation’s Registration Statement on Form S-3, filed February 23, 2004, Reg. No. 333-113021).

3.16   

—Amended and Restated Bylaws of Yellow Transportation, Inc. (incorporated herein by reference to Exhibit 3.15 to Yellow Roadway Corporation’s Registration Statement on Form S-3, filed February 23, 2004, Reg. No. 333-113021).

3.17   

—Certificate of Formation of Yellow GPS, LLC, as amended (incorporated herein by reference to Exhibit 3.21 to Yellow Corporation’s Registration Statement on Form S-3, filed October 22, 2003, Reg. No. 333-109896).

3.18   

—Certificate of Amendment to the Certificate of Formation of Yellow GPS, LLC changing its name to MIQ LLC (incorporated herein by reference to Exhibit 3.17 to Post-Effective Amendment No. 7 to Yellow Roadway Corporation’s Registration Statement on Form S-3, filed August 3, 2004, Reg. No. 333-109896).

3.19   

—Amended and Restated Limited Liability Company Agreement of MIQ LLC, formerly known as Yellow GPS, LLC, and before that formerly known as Yellow Global, LLC (incorporated herein by reference to Exhibit 3.22 to Yellow Corporation’s Registration Statement on Form S-3, filed October 22, 2003, Reg. No. 333-109896).

3.20   

—Certificate of Formation of Roadway LLC, as amended (incorporated herein by reference to Exhibit 3.18 to Yellow Roadway Corporation’s Registration Statement on Form S-3, filed February 23, 2004, Reg. No. 333-113021).

3.21   

—Limited Liability Company Agreement of Roadway LLC, formerly known as Yankee LLC (incorporated herein by reference to Exhibit 3.19 to Yellow Roadway Corporation’s Registration Statement on Form S-3, filed February 23, 2004, Reg. No. 333-113021).

3.22   

—Amended and Restated Certificate of Incorporation of Roadway Express, Inc. (incorporated herein by reference to Exhibit 3.20 to Yellow Roadway Corporation’s Registration Statement on Form S-3, filed February 23, 2004, Reg. No. 333-113021).

3.23   

—Amended and Restated By-Laws of Roadway Express, Inc. (incorporated herein by reference to Exhibit 3.21 to Yellow Roadway Corporation’s Registration Statement on Form S-3, filed February 23, 2004, Reg. No. 333-113021).

3.24   

—Certificate of Incorporation of Roadway Next Day Corporation, as amended (incorporated herein by reference to Exhibit 3.22 to Yellow Roadway Corporation’s Registration Statement on Form S-3, filed February 23, 2004, Reg. No. 333-113021).

3.25   

—By-Laws of Roadway Next Day Corporation, formerly known as Lion Corp., (incorporated herein by reference to Exhibit 3.23 to Yellow Roadway Corporation’s Registration Statement on Form S-3, filed February 23, 2004, Reg. No. 333-113021).

4.1   

—Paying Agency Agreement dated April 26, 1993 between Yellow Corporation and Citibank, N.A. (incorporated herein by reference to Exhibit 4.4 to Yellow Corporation’s Annual Report on Form 10-K for the year ended December 31, 2002, filed March 6, 2003, Reg. No. 000-1255).

 

II-2

Exhibit No.
    

Description

4.2    

—Indenture (including form of note) dated August 8, 2003 among Yellow Corporation, certain subsidiary guarantors and Deutsche Bank Trust Company Americas, as trustee, relating to Yellow Roadway Corporation’s 5.0% Contingent Convertible Senior Notes due 2023 (incorporated herein by reference to Exhibit 4.5 to Yellow Corporation’s Registration Statement on Form S-4, filed August 19, 2003, Reg. No. 333-108081).

4.3    

—Registration Rights Agreement dated August 8, 2003 among Yellow Corporation, certain subsidiary guarantors and Deutsche Bank Securities Inc., as representative of the initial purchasers (incorporated herein by reference to Exhibit 4.6 to Yellow Corporation’s Registration Statement on Form S-4, filed August 18, 2003, Reg. No. 333-108081).

4.4    

—Indenture (including form of note) dated November 25, 2003 among Yellow Corporation, certain subsidiary guarantors and Deutsche Bank Trust Company Americas, as trustee, relating to Yellow Roadway Corporation’s 3.375% Contingent Convertible Senior Notes due 2023 (incorporated herein by reference to Exhibit 4.7 to Yellow Roadway Corporation’s Registration Statement on Form S-8, filed December 23, 2003, Reg. No. 333-11499).

4.5    

—Registration Rights Agreement dated November 25, 2003 among Yellow Corporation, certain subsidiary guarantors and Deutsche Bank Securities Inc., as representative of the initial purchasers (incorporated herein by reference to Exhibit 4.8 to Yellow Roadway Corporation’s Registration Statement on Form S-8, filed December 23, 2003, Reg. No. 333-11499).

4.6    

—Indenture (including form of note) dated November 30, 2001 among Roadway Corporation (predecessor in interest to Roadway LLC), certain subsidiary guarantors and SunTrust Bank, as trustee, relating to Roadway’s 8 1/4% Senior Notes due December 1, 2008 (incorporated herein by reference to Exhibit 4.9 to Yellow Roadway Corporation’s Registration Statement on Form S-8, filed December 23, 2003, Reg. No. 333-11499).

4.7 *  

—Form of Indenture (including form of note) among Yellow Roadway Corporation, certain subsidiary guarantors and Deutsche Bank Trust Company Americas, as trustee, relating to the 5.0% Net Share Settled Contingent Convertible Senior Notes due 2023.

4.8 *  

—Form of Indenture (including form of note) among Yellow Roadway Corporation, certain subsidiary guarantors and Deutsche Bank Trust Company Americas, as trustee, relating to the 3.375% Net Share Settled Contingent Convertible Senior Notes due 2023.

5.1 **  

—Opinion of Fulbright & Jaworski L.L.P. regarding the legality of the securities to be offered hereby, including supporting opinions of local counsel attached thereto.

8.1 *  

—Opinion of Fulbright & Jaworski L.L.P. regarding tax matters.

12.1 *  

—Statement of Computation of Ratios.

21.1    

—Subsidiaries of Yellow Roadway Corporation (incorporated herein by reference to Exhibit 21.1 to Yellow Roadway Corporation’s Annual Report on Form 10-K for the year ended December 31, 2003, Reg. No. 000-12255).

23.1 *  

—Consent of KPMG LLP, independent auditors for Yellow Roadway Corporation.

23.2 *  

—Consent of Ernst & Young LLP, independent accountants for Roadway Corporation.

23.3 *  

—Consent of Fulbright & Jaworski L.L.P. related to opinion regarding tax matters (included in Exhibit 8.1).

23.4 **  

—Consent of Fulbright and Jaworski L.L.P. related to opinion regarding the legality of the securities to be offered hereby (included in Exhibit 5.1).

24.1    

—Powers of Attorney (included on the signature pages of the initial filing of this Registration Statement on October 27, 2004, and incorporated herein by reference).

24.2 *  

—Certified resolutions of subsidiary guarantors regarding Powers of Attorney.

 

II-3

Exhibit No.
     

Description

25.1 *   

—Statement of Eligibility and Qualification of Trustee under the Trust Indenture Act of 1939, as amended, on Form T-1.

99.1 *   

—Form of Letter of Transmittal.

99.2 *   

—Form of Notice of Guaranteed Delivery.

99.3 *   

—Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees

99.4 *   

—Form of Letter to Clients.

99.5 *   

—Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.

* Filed with Amendment No. 1 to this Registration Statement on November 30, 2004
** Filed herewith

 

II-4

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 2 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Overland Park, State of Kansas, on the 14th day of December, 2004.

 

YELLOW ROADWAY CORPORATION

By:

  

/s/    DONALD G. BARGER, JR.        

   

Donald G. Barger, Jr.

Senior Vice President and Chief Financial Officer

 

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the registration statement has been signed by the following persons in the capacities indicated on the 14th day of December, 2004.

 

Signature

  

Title

/s/    WILLIAM D. ZOLLARS        

William D. Zollars

  

Chairman of the Board of Directors,

President and Chief Executive Officer

(principal executive officer)

/s/    DONALD G. BARGER, JR.        

Donald G. Barger, Jr.

  

Senior Vice President and Chief Financial

Officer (principal financial officer)

/s/    BHADRESH SUTARIA        

Bhadresh Sutaria

  

Vice President—Controller and Chief

Accounting Officer (principal accounting

officer)

*

Cassandra C. Carr

  

Director

*

Howard M. Dean

  

Director

*

Dennis E. Foster

  

Director

*

John C. McKelvey

  

Director

 

II-5

Signature

  

Title

*

William L. Trubeck

  

Director

*

Carl W. Vogt

  

Director

*

Frank P. Doyle

  

Director

*

John F. Fiedler

  

Director

*

Phillip J. Meek

  

Director

 
*By:   /S/    DONALD G. BARGER, JR.        
   

Donald G. Barger, Jr.

Attorney-in-Fact

 

II-6

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 2 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Overland Park, State of Kansas, on the 14th day of December, 2004.

 

YELLOW TRANSPORTATION, INC.

By:

  

/s/    BRENDA LANDRY        

   

Brenda Landry

Vice President and Assistant Secretary

 

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the registration statement has been signed by the following persons in the capacities indicated on the 14th day of December, 2004.

 

Signature

  

Title

*

James L. Welch

  

President, Chief Executive Officer and

Director

(principal executive officer)

*

Phillip J. Gaines

  

Senior Vice President—Finance and

Administration and Director (principal

financial officer and principal accounting

officer)

*

Jerry C. Bowlin

  

Director

 
*By:   /S/    DONALD G. BARGER, JR.        
   

Donald G. Barger, Jr.

Attorney-in-Fact

 

II-7

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 2 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Overland Park, State of Kansas, on the 14th day of December, 2004.

 

YELLOW ROADWAY TECHNOLOGIES, INC.

By:

  

/s/    BRENDA LANDRY        

   

Brenda Landry

Vice President and Assistant Secretary

 

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the registration statement has been signed by the following persons in the capacities indicated on the 14th day of December, 2004.

 

Signature

  

Title

*

Michael J. Smid

  

President (principal executive officer)

*

Mart in Kraus

  

Vice President—Finance (principal financial

officer and principal accounting officer)

*

Jerry C. Bowlin

  

Director

*

Phillip J. Gaines

  

Director

*

James L. Welch

  

Director

 

*By:   /S/    DONALD G. BARGER, JR.        
   

Donald G. Barger, Jr.

Attorney-in-Fact

 

II-8

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 2 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Overland Park, State of Kansas, on the 14th day of December, 2004.

 

MISSION SUPPLY COMPANY

By:

  

/S/    BRENDA LANDRY        

   

Brenda Landry

Vice President and Assistant Secretary

 

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the registration statement has been signed by the following persons in the capacities indicated on the 14th day of December, 2004.

 

Signature

  

Title

*

James L. Welch

  

President and Director (principal executive

officer)

*

D. Bruce Gress

  

Vice President—Finance (principal financial

officer and principal accounting officer)

*

Jerry C. Bowlin

  

Director

*

Phillip J. Gaines

  

Director

 

*By:   /S/    DONALD G. BARGER, JR.        
   

Donald G. Barger, Jr.

Attorney-in-Fact

 

II-9

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 2 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Overland Park, State of Kansas, on the 14th day of December, 2004.

 

YELLOW RELOCATION SERVICES, INC.

By:

  

/s/    BRENDA LANDRY        

   

Brenda Landry

Vice President and Assistant Secretary

 

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the registration statement has been signed by the following persons in the capacities indicated on the 14th day of December, 2004.

 

Signature

  

Title

*

Donald E. Emery

  

President (principal executive officer)

*

D. Bruce Gress

  

Vice President—Finance (principal financial

officer and principal accounting officer)

*

Jerry C. Bowlin

  

Director

*

Phillip J. Gaines

  

Director

*

James L. Welch

  

Director

 

*By:   /S/    DONALD G. BARGER, JR.        
   

Donald G. Barger, Jr.

Attorney-in-Fact

 

II-10

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 2 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Overland Park, State of Kansas, on the 14th day of December, 2004.

 

MERIDIAN IQ, INC.

By:

  

/s/    BRENDA LANDRY        

   

Brenda Landry

Vice President and Assistant Secretary

 

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the registration statement has been signed by the following persons in the capacities indicated on the 14th day of December, 2004.

 

Signature

  

Title

*

James Ritchie

  

President and Chief Executive Officer

(principal executive officer)

*

Eric Friedlander

  

Vice President—Finance and Controller

(principal financial officer and principal

accounting officer)

*

Todd M. Hacker

  

Director

*

Bhadresh A. Sutaria

  

Director

*

James McMullen

  

Director

 

*By:   /S/    DONALD G. BARGER, JR.        
   

Donald G. Barger, Jr.

Attorney-in-Fact

 

II-11

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 2 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Overland Park, State of Kansas, on the 14th day of December, 2004.

 

MIQ LLC

By:

  

/s/    BRENDA LANDRY        

   

Brenda Landry

Vice President and Assistant Secretary

 

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the registration statement has been signed by the following persons in the capacities indicated on the 14th day of December, 2004.

 

Signature

  

Title

*

James Ritchie

  

President, Chief Executive Officer and Manager

(principal executive officer)

*

Eric Friedlander

  

Vice President—Finance and Controller

(principal financial officer and principal

accounting officer)

*

James McMullen

  

Manager

 

*By:   /S/    DONALD G. BARGER, JR.        
   

Donald G. Barger, Jr.

Attorney-in-Fact

 

II-12

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 2 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Overland Park, State of Kansas, on the 14th day of December, 2004.

 

GLOBE.COM LINES, INC.

By:

  

/s/    BRENDA LANDRY        

   

Brenda Landry

Vice President and Assistant Secretary

 

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the registration statement has been signed by the following persons in the capacities indicated on the 14th day of December, 2004.

 

Signature

  

Title

*

James Ritchie

  

President and Chief Executive Officer

(principal executive officer)

*

Eric Friedlander

  

Vice President—Finance and Controller

(principal financial officer and

principal accounting officer)

*

Todd M. Hacker

  

Director

*

Bhadresh A. Sutaria

  

Director

*

James McMullen

  

Director

 

*By:   /S/    DONALD G. BARGER, JR.        
   

Donald G. Barger, Jr.

Attorney-in-Fact

 

II-13

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 2 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Overland Park, State of Kansas, on the 14th day of December, 2004.

 

ROADWAY LLC

By:

  

/s/    BRENDA LANDRY        

   

Brenda Landry

Vice President and Assistant Secretary

 

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the registration statement has been signed by the following persons in the capacities indicated on the 14th day of December, 2004.

 

Signature

  

Title

*

James D. Staley

  

President and Chief Executive Officer

(principal executive officer)

*

John G. Coleman

  

Vice President—Finance and Manager

(principal financial officer and principal

accounting officer)

*

Jack E. Peak

  

Manager

*

Robert L. Stull

  

Manager

 

*By:   /S/    DONALD G. BARGER, JR.        
   

Donald G. Barger, Jr.

Attorney-in-Fact

 

II-14

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 2 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Overland Park, State of Kansas, on the 14th day of December, 2004.

 

ROADWAY EXPRESS, INC.

By:

  

/s/    BRENDA LANDRY        

   

Brenda Landry

Vice President and Assistant Secretary

 

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the registration statement has been signed by the following persons in the capacities indicated on the 14th day of December, 2004.

 

Signature

  

Title

*

Robert L. Stull

  

President, Chief Executive Officer and

Director

(principal executive officer)

*

John G. Coleman

  

Senior Vice President—Finance and

Administration and Director (principal

financial officer and principal accounting

officer)

*

Jack E. Peak

  

Director

 

*By:   /S/    DONALD G. BARGER, JR.        
   

Donald G. Barger, Jr.

Attorney-in-Fact

 

II-15

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 2 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Overland Park, State of Kansas, on the 14th day of December, 2004.

 

ROADWAY NEXT DAY CORPORATION

By:

  

/s/    BRENDA LANDRY        

   

Brenda Landry

Vice President and Assistant Secretary

 

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the registration statement has been signed by the following persons in the capacities indicated on the 14th day of December, 2004.

 

Signature

  

Title

*

James D. Staley

  

President (principal executive officer)

*

John G. Coleman

  

Vice President—Finance and Director

(principal financial officer and principal

accounting officer)

*

Jack E. Peak

  

Director

*

Robert L. Stull

  

Director

 

*By:   /S/    DONALD G. BARGER, JR.        
   

Donald G. Barger, Jr.

Attorney-in-Fact

 

II-16

EXHIBIT INDEX

 

Exhibit No.
     

Description

1.1 *   

—Form of Dealer Manager Agreement.

3.1     

—Certificate of Incorporation of Yellow Roadway Corporation, formerly known as Yellow Corporation (incorporated herein by reference to Exhibit 3.1 to Yellow Corporation’s Annual Report on Form 10-K for the year ended December 31, 2002, filed March 6, 2003, Reg. No. 000-12255).

3.2     

—Certificate of Amendment to the Certificate of Incorporation of Yellow Roadway Corporation, formerly known as Yellow Corporation (incorporated herein by reference to Exhibit 4.2 to Yellow Roadway Corporation’s Registration Statement on Form S-8, filed December 23, 2003, Reg. No. 333-111499).

3.3     

—Bylaws of Yellow Roadway Corporation, as amended (incorporated herein by reference to Exhibit 3.1 to Yellow Roadway’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004, filed August 9, 2004, Reg. No. 000-12255).

3.4     

—Certificate of Incorporation of Meridian IQ, Inc., formerly known as Yellow Dot Com Subsidiary, Inc., as amended (incorporated herein by reference to Exhibit 3.4 to Yellow Roadway Corporation’s Registration Statement on Form S-3, filed February 23, 2004, Reg. No. 333-113021).

3.5     

—Amended and Restated Bylaws of Meridian IQ, Inc., formerly known as Yellow Dot Com Subsidiary, Inc. (incorporated herein by reference to Exhibit 3.5 to Yellow Roadway Corporation’s Registration Statement on Form S-3, filed February 23, 2004, Reg. No. 333-113021).

3.6     

—Certificate of Incorporation of Yellow Roadway Technologies, Inc., formerly known as Yellow Technologies Inc., as amended (incorporated herein by reference to Exhibit 3.7 to Yellow Corporation’s Registration Statement on Form S-3, filed October 22, 2003, Reg. No. 333-109896).

3.7     

—Certificate of Amendment of Certificate of Incorporation of Yellow Roadway Technologies, Inc., formerly known as Yellow Technologies, Inc. (incorporated herein by reference to Exhibit 3.7 to Post-Effective Amendment No. 8 to Yellow Roadway Corporation’s Registration Statement on Form S-3, filed August 16, 2004, Reg. No. 333-109896).

3.8     

—Amended and Restated Bylaws of Yellow Roadway Technologies, Inc., formerly known as Yellow Technologies Inc., (incorporated herein by reference to Exhibit 3.7 to Yellow Roadway Corporation’s Registration Statement on Form S-3, filed February 23, 2004, Reg. No. 333-113021).

3.9     

—Certificate of Incorporation of Globe.com Lines, Inc., as amended (incorporated herein by reference to Exhibit 3.9 to Yellow Corporation’s Registration Statement on Form S-3, filed October 22, 2003, Reg. No. 333-109896).

3.10     

—Amended and Restated Bylaws of Globe.com Lines, Inc. (incorporated herein by reference to Exhibit 3.9 to Yellow Roadway Corporation’s Registration Statement on Form S-3, filed February 23, 2004, Reg. No. 333-113021).

3.11     

—Articles of Incorporation of Yellow Relocation Services, Inc. (incorporated herein by reference to Exhibit 3.11 to Yellow Corporation’s Registration Statement on Form S-3, filed October 22, 2003, Reg. No. 333-109896).

3.12     

—Amended and Restated Bylaws of Yellow Relocation Services, Inc. (incorporated herein by reference to Exhibit 3.11 to Yellow Roadway Corporation’s Registration Statement on Form S-3, filed February 23, 2004, Reg. No. 333-113021).

Exhibit No.
   

Description

3.13   

—Articles of Incorporation of Mission Supply Company, as amended (incorporated herein by reference to Exhibit 3.15 to Yellow Corporation’s Registration Statement on Form S-3, filed October 22, 2003, Reg. No. 333-109896).

3.14   

—Amended and Restated Bylaws of Mission Supply Company (incorporated herein by reference to Exhibit 3.13 to Yellow Roadway Corporation’s Registration Statement on Form S-3, filed February 23, 2004, Reg. No. 333-113021).

3.15   

—Articles of Incorporation of Yellow Transportation, Inc., as amended (incorporated herein by reference to Exhibit 3.14 to Yellow Roadway Corporation’s Registration Statement on Form S-3, filed February 23, 2004, Reg. No. 333-113021).

3.16   

—Amended and Restated Bylaws of Yellow Transportation, Inc. (incorporated herein by reference to Exhibit 3.15 to Yellow Roadway Corporation’s Registration Statement on Form S-3, filed February 23, 2004, Reg. No. 333-113021).

3.17   

—Certificate of Formation of Yellow GPS, LLC, as amended (incorporated herein by reference to Exhibit 3.21 to Yellow Corporation’s Registration Statement on Form S-3, filed October 22, 2003, Reg. No. 333-109896).

3.18   

—Certificate of Amendment to the Certificate of Formation of Yellow GPS, LLC changing its name to MIQ LLC (incorporated herein by reference to Exhibit 3.17 to Post-Effective Amendment No. 7 to Yellow Roadway Corporation’s Registration Statement on Form S-3, filed August 3, 2004, Reg. No. 333-109896).

3.19   

—Amended and Restated Limited Liability Company Agreement of MIQ LLC, formerly known as Yellow GPS, LLC, and before that formerly known as Yellow Global, LLC (incorporated herein by reference to Exhibit 3.22 to Yellow Corporation’s Registration Statement on Form S-3, filed October 22, 2003, Reg. No. 333-109896).

3.20   

—Certificate of Formation of Roadway LLC, as amended (incorporated herein by reference to Exhibit 3.18 to Yellow Roadway Corporation’s Registration Statement on Form S-3, filed February 23, 2004, Reg. No. 333-113021).

3.21   

—Limited Liability Company Agreement of Roadway LLC, formerly known as Yankee LLC (incorporated herein by reference to Exhibit 3.19 to Yellow Roadway Corporation’s Registration Statement on Form S-3, filed February 23, 2004, Reg. No. 333-113021).

3.22   

—Amended and Restated Certificate of Incorporation of Roadway Express, Inc. (incorporated herein by reference to Exhibit 3.20 to Yellow Roadway Corporation’s Registration Statement on Form S-3, filed February 23, 2004, Reg. No. 333-113021).

3.23   

—Amended and Restated By-Laws of Roadway Express, Inc. (incorporated herein by reference to Exhibit 3.21 to Yellow Roadway Corporation’s Registration Statement on Form S-3, filed February 23, 2004, Reg. No. 333-113021).

3.24   

—Certificate of Incorporation of Roadway Next Day Corporation, as amended (incorporated herein by reference to Exhibit 3.22 to Yellow Roadway Corporation’s Registration Statement on Form S-3, filed February 23, 2004, Reg. No. 333-113021).

3.25   

—By-Laws of Roadway Next Day Corporation, formerly known as Lion Corp., (incorporated herein by reference to Exhibit 3.23 to Yellow Roadway Corporation’s Registration Statement on Form S-3, filed February 23, 2004, Reg. No. 333-113021).

4.1   

—Paying Agency Agreement dated April 26, 1993 between Yellow Corporation and Citibank, N.A. (incorporated herein by reference to Exhibit 4.4 to Yellow Corporation’s Annual Report on Form 10-K for the year ended December 31, 2002, filed March 6, 2003, Reg. No. 000-1255).

Exhibit No.
    

Description

4.2    

—Indenture (including form of note) dated August 8, 2003 among Yellow Corporation, certain subsidiary guarantors and Deutsche Bank Trust Company Americas, as trustee, relating to Yellow Roadway Corporation’s 5.0% Contingent Convertible Senior Notes due 2023 (incorporated herein by reference to Exhibit 4.5 to Yellow Corporation’s Registration Statement on Form S-4, filed August 19, 2003, Reg. No. 333-108081).

4.3    

—Registration Rights Agreement dated August 8, 2003 among Yellow Corporation, certain subsidiary guarantors and Deutsche Bank Securities Inc., as representative of the initial purchasers (incorporated herein by reference to Exhibit 4.6 to Yellow Corporation’s Registration Statement on Form S-4, filed August 18, 2003, Reg. No. 333-108081).

4.4    

—Indenture (including form of note) dated November 25, 2003 among Yellow Corporation, certain subsidiary guarantors and Deutsche Bank Trust Company Americas, as trustee, relating to Yellow Roadway Corporation’s 3.375% Contingent Convertible Senior Notes due 2023 (incorporated herein by reference to Exhibit 4.7 to Yellow Roadway Corporation’s Registration Statement on Form S-8, filed December 23, 2003, Reg. No. 333-11499).

4.5    

—Registration Rights Agreement dated November 25, 2003 among Yellow Corporation, certain subsidiary guarantors and Deutsche Bank Securities Inc., as representative of the initial purchasers (incorporated herein by reference to Exhibit 4.8 to Yellow Roadway Corporation’s Registration Statement on Form S-8, filed December 23, 2003, Reg. No. 333-11499).

4.6    

—Indenture (including form of note) dated November 30, 2001 among Roadway Corporation (predecessor in interest to Roadway LLC), certain subsidiary guarantors and SunTrust Bank, as trustee, relating to Roadway’s 8 1/4% Senior Notes due December 1, 2008 (incorporated herein by reference to Exhibit 4.9 to Yellow Roadway Corporation’s Registration Statement on Form S-8, filed December 23, 2003, Reg. No. 333-11499).

4.7 *  

—Form of Indenture (including form of note) among Yellow Roadway Corporation, certain subsidiary guarantors and Deutsche Bank Trust Company Americas, as trustee, relating to the 5.0% Net Share Settled Contingent Convertible Senior Notes due 2023.

4.8 *  

—Form of Indenture (including form of note) among Yellow Roadway Corporation, certain subsidiary guarantors and Deutsche Bank Trust Company Americas, as trustee, relating to the 3.375% Net Share Settled Contingent Convertible Senior Notes due 2023.

5.1 **  

—Opinion of Fulbright & Jaworski L.L.P. regarding the legality of the securities to be offered hereby, including supporting opinions of local counsel attached thereto.

8.1 *  

—Opinion of Fulbright & Jaworski L.L.P. regarding tax matters.

12.1 *  

—Statement of Computation of Ratios.

21.1    

—Subsidiaries of Yellow Roadway Corporation (incorporated herein by reference to Exhibit 21.1 to Yellow Roadway Corporation’s Annual Report on Form 10-K for the year ended December 31, 2003, Reg. No. 000-12255).

23.1 *  

—Consent of KPMG LLP, independent auditors for Yellow Roadway Corporation.

23.2 *  

—Consent of Ernst & Young LLP, independent accountants for Roadway Corporation.

23.3 *  

—Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 8.1).

23.4 **  

—Consent of Fulbright & Jaworski L.L.P. related to opinion regarding the legality of the Securities to be offered hereby (included in Exhibit 5.1).

24.1    

—Powers of Attorney (included on the signature pages of the initial filing of this Registration Statement on October 27, 2004, and incorporated herein by reference).

24.2 *  

—Certified resolutions of subsidiary guarantors regarding Powers of Attorney.

25.1 *  

—Statement of Eligibility and Qualification of Trustee under the Trust Indenture Act of 1939, as amended, on Form T-1.

99.1 *  

—Form of Letter of Transmittal.

Exhibit No.
     

Description

99.2 *   

—Form of Notice of Guaranteed Delivery.

99.3 *   

—Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees

99.4 *   

—Form of Letter to Clients.

99.5 *   

—Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.

* Filed with Amendment No. 1 to this Registration Statement on November 30, 2004
** Filed herewith