PROXY STATEMENT
INDEPENDENT SHAREHOLDER SOLICITATION
Re: ROADWAY SERVICES INC.
ANNUAL MEETING: May 11, 1994
The following proxy material relating to ROADWAY
SERVICES INC. from the Roadway Shareholders Committee
is sent to you as the direct owner of
shares in this corporation. Shareholder Franz Riffner, who is
also a member of the Teamsters, proposes the resolution that is
explained here. This
proxy statement is being distributed to shareholders on
May 3.
YOU CAN USE THIS CARD TO VOTE ALL THE ISSUES THAT WILL
BE VOTED ON IN THE COMPANY'S ANNUAL MEETING.
ON BOARD ELECTIONS AND OTHER MANAGEMENT-PROPOSED
ISSUES, WE PLAN TO VOTE AS MANAGEMENT REQUESTS, UNLESS
YOU DIRECT US OTHERWISE.
Roadway Shareholders Committee
c/o International Brotherhood of Teamsters
25 Louisiana Ave NW
Washington, D.C. 20001
Fax: 202-624-6833
202-624-8100
_______________________
We believe accountability achieved through strong
corporate governance plays a role in how well
management performs.
CORPORATE GOVERNANCE PROPOSAL
The following resolution is proposed by a Roadway
shareholder, and a member of the International Brotherhood of
Teamsters and appears also on the company's proxy.
Institute Confidential Voting
RESOLVED: That the stockholders of Roadway recommend
that the Board of Directors take the necessary steps to
adopt and implement a policy of confidential voting at
all meetings of its shareholders, and that this
includes the following provisions:
1. That the voting of all proxies, consents and
authorizations be secret, and that no such document
shall be available for examination nor shall the vote
or identity of any shareholder be disclosed except to
the extent necessary to meet the legal requirements, if
any, of the company's state of incorporation; and
2. That the receipt, certification, and tabulation
of such votes shall be performed by independent
election inspectors.
We think voting fairly reflects conviction when
the process is free of potential coercion. Secret
balloting will not prevent shareholders or the company
from making their case; it will only prevent those
known to be voting a certain way from facing focussed
campaign efforts, and possibly recrimination following
balloting.
Many companies adopt confidential voting policies
voluntarily, including Anheuser-Busch, which granted a
request by an employee shareholder.
A simple majority of the voted shares is required
to approve this proposal.
For these reasons, we urge a vote FOR the
resolution.
REVOCATION RIGHTS
If you have already voted the proxy card you
received from the company, you can change your vote. A
proxy card is revocable at any time prior to being
voted by (1) executing a new proxy card; or (2)
attending and voting at the meeting; or (3) delivering
written notice of revocation to the Company or to the
authorized agents of the employee benefit plan through
which your stock is held.
Only your latest-dated proxy card will be counted.
MANAGEMENT COMPENSATION
The committee incorporates herein the discussion
of the subject of management compensation in the
Company's proxy statement.
ELECTION OF DIRECTORS AND APPOINTMENT OF
AUDITORS
At the 1994 annual stockholders meeting,
shareholders will be asked to vote in the election for
board of directors and to ratify the designation of
Ernst & Young as independent auditors of the Company
for 1994. The committee incorporates herein the
discussion of these subjects in the Company's proxy
statement. There is no contest for Board seats. When we
solicit proxies, the persons named in the attached
proxy will vote for the Company's nominees for the
Board, and for ratification of the designation of
auditors unless you instruct us otherwise.
Roadway Services, Inc. 1994 Nonemployee Director's
Stock plan
At the 1994 annual stockholders meeting,
shareholders will be asked to approve the adoption of
the Roadway Services, Inc. 1994 Nonemployee Director's
Stock plan. The committee incorporates herein the
discussion of this plan. The persons named in the
attached proxy will vote for the nonemployee
directors's stock plan.
PROPOSALS FOR FUTURE MEETINGS
Stockholders who wish to have their proposals
considered for inclusion in the Company's proxy
statement should deliver their proposals in writing to
the company by December 9, 1994 to 1077 Gorge Blvd.,
P.O. Box 88, Akron Ohio, 44309-0088.
SECURITY OWNERSHIP OF MANAGEMENT AND
PRINCIPAL SHAREHOLDERS
The Committee incorporates by reference the
discussion of security ownership contained in the
Company's 1994 proxy statement.
VOTING RIGHTS AND USE OF THE PROXY CARD
You can vote on all the proposals by using the
enclosed gray proxy card. The Committee will keep all
cards it receives confidential from the Company until
the deadline for their submission, absent a court order
requiring disclosure.
If you sign and return the enclosed gray card and
do not instruct the Committee how to vote, the card
will be voted for the shareholder proposals, election
of the Company's nominees, ratification of Ernst &
Young as auditors, and adoption of the nonemployee
directors' stock plan. Should any other business come
before the meeting other than that listed above (which
the Committee does not anticipate), the proxy holders
will not vote your shares. Only shareholders as of
March 25, 1994 are entitled to vote. The Committee
incorporates by reference the additional information
about voting requirements and outstanding shares
contained in the Company's proxy statement.
SOLICITATION OF PROXIES
The Roadway Shareholders Committee was organized
by Company stockholder Franz Riffner with assistance
from the International Brotherhood of Teamsters
("IBT").
IBT is party to a national collective bargaining
agreement with several Company subsidiaries. As of
December 1993, the IBT represented about 18,000
employees of Roadway. The IBT has experience assisting
its members in enhancing the value of their employee
benefits, including employee stock plans. IBT's
national freight agreement expired in March 1994.
The persons designated on the Committee's proxy
cards are Franz Riffner, a shareholder and Bart Naylor,
National Coordinator of IBT's Corporate Affairs
Department.
The Committee expects to solicit proxies by mail,
telephone, telecopier and personal interviews. It will
ask trustees, brokers, custodians and other nominees to
forward solic itation materials to the beneficial
owners of common stock, and they will be reimbursed for
their reasonable out- of-pocket expenses. Proxies will
be solicited by Committee members and by members and
employees of IBT who do not receive any additional
compensation for such solicitations. The cost of the
solicitation will be borne solely by IBT and while the
exact cost of the solicitation is not at this time
known, it is estimated at $2,000. Total expenditures
to date have been approximately $100. The Committee
will not seek reimbursement for the cost of its
solicitations from the Company.
Form of Proxy
Roadway Shareholders COMMITTEE
c/o Bart Naylor
Int'l Brotherhood of Teamsters
25 Louisiana Avenue
Washington, DC 20001
Fax 202-624-6833
The undersigned appoints Franz Riffner and Bart Naylor
and each of them the proxies of the undersigned with
full power of substitution to vote the stock of Roadway
Services, Inc. which the undersigned may be entitled to
vote at the Annual Meeting of Shareholders to be held
on May 11, 1994 or at any adjournments thereof. The
proxies are not authorized to vote in their discretion
upon such other business as may properly come before
the meeting and any and all adjournments or
postponements thereof.
This proxy, when properly executed, will be voted in
the manner directed herein by the undersigned
stockholder. If no direction is made, this proxy will
be voted FOR Proposals 1, 2, 3, and 4.
1. ELECTION OF DIRECTORS:
FOR all nominees listed (except as marked to the
contrary below.) / /
WITHHOLD AUTHORITY to vote for all nominees.
/ /
NOMINEES - George B. Beitzel, Richard A. Chenoweth,
Joseph M. Clapp, Norman C. Harbert, Charles R.
Longsworth, Robert E. Mercer, G. James Roush, Daniel J.
Sullivan, William Sword and Sarah Roush Werner.
(To withhold authority to vote for any individual
nominee, write that nominee's name on the line provided
below.)
/
2. Approval of the Roadway Services, Inc. 1994
Nonemployee Directors' Stock Plan.
FOR / / Against / /
Abstain //
3. Proposal to provide for confidential voting.
FOR / / Against / /
Abstain / /
4. Ratify designation of Ernst & Young as independent
public accountants of the corporation for 1994.
FOR / / Against / /
Abstain /
5. Other business: The Proxies are not authorized to
vote upon such other business as may properly come
before the meeting.
Please sign exactly as name appears on this form. When
shares are held by joint tenants, both should sign.
When signing as attorney, executor, administrator,
trustee, or guardian, please give full title as such.
If a corporation, please sign in full corporate name by
President or other authorized officer. If a
partnership, please sign in partnership name by
authorized person.
Signature:
Signature if held jointly:
Please mark, sign, date and return this proxy card
promptly using the enclosed postage-paid envelope.
