-----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, Cn4/5gJBmk0UdKqlMLDux18ePJvCwshIMYWc21sKqIE+5yvG1rzKjzUsbl+7g1gw LYYfz9oVRQWVw0r7q7gjpQ== 0000950137-04-000450.txt : 20040130 0000950137-04-000450.hdr.sgml : 20040130 20040130170620 ACCESSION NUMBER: 0000950137-04-000450 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040130 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040130 FILER: COMPANY DATA: COMPANY CONFORMED NAME: USF CORP CENTRAL INDEX KEY: 0000881791 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 363790696 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19791 FILM NUMBER: 04556674 BUSINESS ADDRESS: STREET 1: 8550 W BRYN MAWR AVE STREET 2: SUITE 700 CITY: CHICAGO STATE: IL ZIP: 60631 BUSINESS PHONE: 773.824-1000 MAIL ADDRESS: STREET 1: 8550 W. BRYN MAWR AVE STREET 2: SUITE 700 CITY: CHICAGO STATE: IL ZIP: 60631 FORMER COMPANY: FORMER CONFORMED NAME: USFREIGHTWAYS CORP DATE OF NAME CHANGE: 19970410 FORMER COMPANY: FORMER CONFORMED NAME: TNT FREIGHTWAYS CORP DATE OF NAME CHANGE: 19930328 8-K 1 c82451e8vk.txt CURRENT REPORT 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 JANUARY 30, 2004 ---------------- Date of report (date of earliest event reported) USF CORPORATION --------------- (Exact Name of Registrant as Specified in Its Charter) DELAWARE -------- (State or Other Jurisdiction of Incorporation) 0-19791 36-3790696 ------- ---------- (Commission File Number) (IRS Employer Identification No.) 8550 W. BRYN MAWR AVENUE, CHICAGO, ILLINOIS 60631 ------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (312) 824-1000 -------------- (Registrant's Telephone Number, Including Area Code) NOT APPLICABLE (Former Name or Former Address, if Changed Since Last Report) ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE. Effective as of January 30, 2004, USF Corporation, a Delaware corporation (the "Company"), entered into an Amended and Restated Rights Agreement with Computershare Investor Services, LLC, as Rights Agent, which supersedes the Rights Agreement originally entered into on February 4, 1994 with Harris Trust and Savings Bank, as Rights Agent (as so amended and restated, the "Rights Agreement"). Capitalized terms used and not otherwise defined herein have the meanings given to them in the Rights Agreement. In connection with the amendment and restatement of the Rights Agreement, the Final Expiration Date of the Rights has been extended to January 31, 2014 subject to the conditions as set forth in the Rights Agreement and the Rights shall be subject to review by a committee of independent Directors at least every three years. The purchase price for each Right has been increased to $140 and all of the so-called "dead hand" provisions (purporting to require approval of certain actions affecting the Rights by "Continuing Directors," i.e. directors continuing in office from the original effective date of the Rights Agreement and successor directors nominated by them) have been deleted from the Rights Agreement. A copy of the Rights Agreement and the exhibits thereto have been filed as an exhibit to a Form 8-A/A filed on January 30, 2004, and are incorporated herein by this reference. The foregoing description of the amendments to the Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement. In conjunction with approving the amended and restated Rights Agreement, the Company's Board of Directors also adopted policies providing for review of the Rights by a committee of independent Directors at least once every three years as described in the Summary of Rights attached as an Exhibit to the Rights Agreement. On January 29, 2004, the Company issued a press release announcing the amendment and restatement of its Rights Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) EXHIBITS 4.1 Rights Agreement, as amended and restated as of January 30, 2004, between the Company and Computershare Investor Services, LLC, as Rights Agent (incorporated by reference to exhibit 4.1 of the Company's Form 8-A/A filed on January 30, 2004). 99.1 Press Release, dated January 29, 2004 2 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. USF CORPORATION Date: January 30, 2004 By: /s/ Richard C. Pagano ---------------------------------- Richard C. Pagano, Senior Vice President, General Counsel and Secretary 3 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION 4.1 Rights Agreement, as amended and restated as of January 30, 2004, between the Company and Computershare Investor Services, LLC as Rights Agent (incorporated by reference to exhibit 4.1 of the Company's Form 8-A/A filed on January 30, 2004). 99.1 Press Release, dated January 29, 2004 4 EX-99.1 3 c82451exv99w1.txt PRESS RELEASE, DATED 1/29/04 Exhibit 99.1 FOR IMMEDIATE RELEASE USF CORPORATION BOARD RENEWS STOCKHOLDER RIGHTS PLAN (CHICAGO - January 29, 2004) USF CORPORATION (NASDAQ:USFC) announced today that its Board of Directors has approved the amendment and restatement of its Stockholder Rights Plan ("Plan") which was originally adopted ten years ago. The Plan, which will be extended to expire in 2014, is intended to assure that all USF stockholders receive fair value for their shares by preventing any acquiror from gaining control of the Company without offering a fair price to all USF stockholders and to deter abusive and coercive takeover tactics. President and Chief Executive Officer Richard P. DiStasio said, "The Board of Directors, after careful deliberation and on the recommendation of its Nominating and Corporate Governance Committee determined that continuation of the Plan represents prudent planning for the contingency of a hostile takeover, consistent with the Company's objective of maximizing value for all USF stockholders." Mr. DiStasio noted that the Plan will be reviewed at least every three years by the Board's Nominating and Corporate Governance Committee which is made up of independent directors. Details of the Plan amendments are outlined in a mailing to all stockholders of record on the effective date of the plan amendment. USF CORPORATION, a $2.29 billion leader in the transportation industry, specializes in delivering comprehensive supply chain management solutions, including high-value next-day, regional and national LTL transportation, forward and reverse logistics, and premium regional and national truckload transportation. The Company serves the North American market, including the United States, Canada and Mexico, as well as the U.S. territories of Puerto Rico and Guam. The USF operating companies interact as a single system to provide services and flexibility to match the needs of their customers. USF Corporation is headquartered in Chicago, Illinois. For more information, visit www.usfc.com. # # # Corporate Contact: USF Corporation James J. Hyland 773-824-2213 -----END PRIVACY-ENHANCED MESSAGE-----