<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3 )*
---------
Roadway Services, Inc.
--------------------------------------------------------
(Name of Issuer)
Common Stock
--------------------------------------------------------
(Title of Class of Securities)
769748104
--------------------------------------------------------
(CUSIP Number)
216/376-5300
James D. Kraus, Buckingham, Doolittle & Burroughs, P.O. Box 1500, Akron, OH
44309
- ------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 15, 1994
--------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box / /.
Check the following box if a fee is being paid with the statement / /. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE>
CUSIP No. 769748104 SCHEDULE 13D Page 2 of 6 Pages
--------- --- ---
- -------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSON. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Richard A. Chenoweth and G. James Roush, Jr., Voting Trustees of the
Amended and Restated Roush Voting Trust dated 11/1/92
34-6582396
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS*
00
- -------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO / /
ITEMS 2(d) OR 2(E)
- -------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
- -------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
0
SHARES --------------------------------------------------
(8) SHARED VOTING POWER
BENEFICIALLY 6,760,966 as of 12/15/94
--------------------------------------------------
OWNED BY (9) SOLE DISPOSITIVE POWER
G. James Roush Jr., has sole dispositive
EACH power over 2,000,000 shares and Richard A.
Chenoweth has sole dispositive power over
REPORTING 0 shares.
--------------------------------------------------
PERSON (10) SHARED DISPOSITIVE POWER
0
WITH
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
As of 12/15/94, 6,760,966 shares are owned by the reporting person as
Co-Trustees.
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.15%
- -------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
00
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 6
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Act of 1934
(Amendment No. 3)
R. A. Chenoweth and G. James Roush, Jr., Voting Trustees
of the Amended and Restated Roush Voting Trust
Agreement Dated 11/1/92
ITEM 1
SECURITY AND ISSUER
Type and Class of Stock: Common Stock
Issuer: Roadway Services, Inc.
Address: 1077 Gorge Blvd.
Akron, Ohio 44309-0088
ITEM 2
IDENTITY AND BACKGROUND
Name: R. A. Chenoweth and G. James Roush, Jr., Voting Trustees of the
Amended and Restated Roush Voting Trust Dated 11/1/92
State of Organization: Ohio
Principal Business: Inapplicable
Address of Principal Business: Inapplicable
Address of Principal Office: Inapplicable
Mailing Address: c/o Richard A. Chenoweth
Buckingham, Doolittle & Burroughs
50 South Main Street
P.O. Box 1500
Akron, Ohio 44309
Criminal Offenses: None
Civil Proceedings: None
Citizenship: Trust is created under the laws of Ohio
ITEM 3
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS. The shares were not
purchased by the Voting Trustees. Rather, the shares are simply held by
the Voting Trustees as voting trustees for various shareholders under the
terms and conditions of the Amended and Restated Roush Voting Trust Dated
11/1/92. Such Trust amended and restated the Amended and Restated Roush
Voting Trust Dated 9/1/84.
ITEM 4
PURPOSE OF TRANSACTION. The purpose of the Amended and Restated Roush
Voting Trust dated 11/1/92 is to assure the stability of the Issuer's
management and the continuance of
<PAGE>
Page 4 of 6
management's policies. The Voting Trustees do not have any plans or proposals
which relate to or would result in:
(a) The acquisition by any person of additional securities of the issuer,
or the disposition of securities of the issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the issuer or any
of its subsidiaries;
(d) Any change in the present board of directors or management of the
issuer, including any plans or proposals to change the number of term
of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy
of the issuer;
(f) Any other material change in the issuer's business or corporate
structure including but not limited to, if the issuer is a registered
closed-end investment company, any plans or proposals to make any
changes in its investment policy for which a vote is required by
section 13 of the Investment Company Act of 1940;
(g) Changes in the issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of the issuer by any person;
(h) Causing a class of securities of the issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national
securities association;
(i) A class of equity securities of the issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act;
or
(j) Any action similar to any of those enumerated above.
ITEM 5
INTEREST IN SECURITIES OF THE ISSUER
a. As of 12/15/94, R. A. Chenoweth and G. James Roush, Jr., as Voting
Trustees under the 11/1/92 Voting Trust held 6,760,966 common shares
of Roadway Services, Inc., common stock, representing 17.15% of the
outstanding shares of such class
<PAGE>
Page 5 of 6
b. The persons named in paragraph (a) share voting power as to the
6,760,966 shares that are in the 11/1/92 Voting Trust as of 12/15/94.
c. None
ITEM 6
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER. The Amended and Restated Roush Voting Trust
dated 11/1/92 empowers Richard A. Chenoweth and G. James Roush, Jr.
(hereinafter, the "Voting Trustees") to vote the shares identified in this
report (hereinafter, the "Trusteed Shares") in person, or by proxy, at any
shareholders' meeting of the Issuer. In particular and without limitation,
the Voting Trustees shall have full power and authority to attend any and
all meetings of the shareholders of the Issuer, to waive notices of such
meetings, to execute consents with reference to the Trusteed Shares, to
vote the Trusteed Shares for the election of directors of the Issuer and
upon any other matter that may be brought before any meetings of
Shareholders of the Issuer or any adjournments thereof, as in each case
they deem proper, subject, however, to the limitations set forth
hereinafter; and to issue such reasonable rules and procedures, not at
variance with the Voting Trust Agreement, as they deem necessary or helpful
to administer the Voting Trust. In the event of a proposal to the Issuer's
shareholders regarding any of the matters listed hereinbelow, the Voting
Trustees shall request instructions from each person who has deposited his
shares with the Voting Trust (hereinafter, the "Beneficiary") in writing as
to whether the Voting Trustees shall cast an affirmative or negative vote
with regard to the trusteed shares being held for such Beneficiary. The
Voting Trustees shall vote for or against such proposal in accordance with
the instructions received from each Beneficiary. If the Voting Trustees do
not receive written instructions from a Beneficiary, the Voting Trustees
may vote such Beneficiary's Trusteed Shares in accordance with the general
powers set forth hereinabove. The specific proposals subject to this
limitation are:
(a) To authorize a new class of shares which shall have a preference as to
dividends or assets over the trusteed shares;
(b) To merge the Issuer or Roadway Express, Inc., into, or consolidate
Issuer or Roadway Express, Inc. with, another corporation;
(c) To sell all or substantially all of the assets of the Issuer or of
Roadway Express, Inc.;
<PAGE>
Page 6 of 6
(d) To authorize a reorganization whereby all of the shares of the Issuer
are exchanged for shares of a newly-formed holding company;
(e) To authorize a control share acquisition of the Issuer pursuant to
Ohio Revised Code SECTION 1701.831;
(f) To authorize a majority share acquisition by the Issuer or Roadway
Express, Inc., pursuant to Ohio Revised Code SECTION 1701.83 which
would require the issuance of Company shares entitling the holders to
exercise one-sixth or more of the Issuer's voting power in the
election of directors immediately after the transaction; or
(g) To dissolve or liquidate the Issuer or Roadway Express, Inc.
ITEM 7
MATERIAL TO BE FILED AS EXHIBITS. Incorporation by reference is hereby
made to a copy of The Amended and Restated Roush Voting Trust Agreement
dated 11/1/92 included as EXHIBIT "2" to Amendment No. 2 to Schedule 13D
filed by the reporting persons with the Securities and Exchange Commission
on or about 12/9/92.
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.
Date: ___________________, 1995
/s/ Richard A. Chenoweth
_____________________________________
Richard A. Chenoweth
Voting Trustee
/s/ G. James Roush, Jr.
_____________________________________
G. James Roush, Jr.
Voting Trustee
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
---------
Roadway Services, Inc.
--------------------------------------------------------
(Name of Issuer)
Common Stock
--------------------------------------------------------
(Title of Class of Securities)
769748104
--------------------------------------------------------
(CUSIP Number)
James D. Kraus, Buckingham, Doolittle & Burroughs, 50 S. Main Street, Akron,
Ohio, 44308
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
216/376-5300
November 1, 1992
--------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box / /.
Check the following box if a fee is being paid with the statement / /. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 769748104 Page 2 of 6 Pages
--------- --- ---
- -------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSON. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Richard A. Chenoweth and G. James Roush, Jr., Voting Trustees of the
Amended and Restated Roush Voting Trust dated 11/1/92
34-6582396
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) / /
OF A GROUP* (b) /x/
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS*
00
- -------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO / /
ITEMS 2(D) OR 2(E)
- -------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
- -------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
0
SHARES --------------------------------------------------
(8) SHARED VOTING POWER
BENEFICIALLY 7,150,289 as of 11/1/92
--------------------------------------------------
OWNED BY (9) SOLE DISPOSITIVE POWER
G. James Roush, Jr., has sole dispositive
EACH power over 2,000,000 shares and Richard A.
Chenoweth has sole dispositive power over
REPORTING 0 shares.
--------------------------------------------------
PERSON (10) SHARED DISPOSITIVE POWER
0
WITH
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
As of 11/1/92, 7,150,289 shares are owned by the reporting person as
Co-Trustee
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.15%
- -------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
00
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 6
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Act of 1934
(Amendment No. 2)
R. A. Chenoweth and G. James Roush, Jr., Voting Trustees
of the Amended and Restated Roush Voting Trust
Agreement Dated 11/1/92
ITEM 1
SECURITY AND ISSUER
Type and Class of Stock: Common Stock
Issuer: Roadway Services, Inc.
Address: 1077 Gorge Blvd.
Akron, Ohio 44309-0088
ITEM 2
IDENTITY AND BACKGROUND
Name: R. A. Chenoweth and G. James Roush, Jr., Voting Trustees of
the Amended and Restated Roush Voting Trust Dated 11/1/92
State of Organization: Ohio
Principal Business: Inapplicable
Address of Principal Business: Inapplicable
Address of Principal Office: Inapplicable
Mailing Address: c/o Richard A. Chenoweth
Buckingham, Doolittle & Burroughs
50 South Main Street
P.O. Box 1500
Akron, Ohio 44309
Criminal Offenses: None
Civil Proceedings: None
Citizenship: Trust is created under the laws of Ohio
ITEM 3
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS
The shares were not purchased by the Voting Trustees. Rather, the shares
are simply held by the Voting Trustees as voting trustees for various
shareholders under the terms and conditions of the Amended and Restated
Roush Voting Trust Dated 11/1/92. Such Trust amended and restated the
Amended and Restated Roush Voting Trust Dated 9/1/84.
<PAGE>
Page 4 of 6
ITEM 4
PURPOSE OF TRANSACTION
The purpose of the Amended and Restated Roush Voting Trust dated 11/1/92
is to assure the stability of the Issuer's management and the continuance
of management's policies. The Voting Trustees do not have any plans or
proposals which relate to or would result in:
(a) The acquisition by any person of additional securities of the
issuer, or the disposition of securities of the issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the issuer or
any of its subsidiaries;
(d) Any change in the present board of directors or management of the
issuer, including any plans or proposals to change the number of
term of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy
of the issuer;
(f) Any other material change in the issuer's business or corporate
structure including but not limited to, if the issuer is a
registered closed-end investment company, any plans or proposals to
make any changes in its investment policy for which a vote is
required by section 13 of the Investment Company Act of 1940;
(g) Changes in the issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of the issuer by any person;
(h) Causing a class of securities of the issuer to be delisted from a
national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national
securities association;
(i) A class of equity securities of the issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act;
or
(j) Any action similar to any of those enumerated above.
<PAGE>
Page 5 of 6
ITEM 5
INTEREST IN SECURITIES OF THE ISSUER
a. As of 11/1/92, R. A. Chenoweth and G. James Roush, Jr., as Voting
Trustees under the 11/1/92 Voting Trust held 7,150,289 common shares
of Roadway Services, Inc., common stock, representing 18.15% of the
outstanding shares of such class
b. The persons named in paragraph (a) share voting power as to the
7,150,289 shares that are in the 11/1/92 Voting Trust as of 11/1/92.
c. None
ITEM 6
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
The Amended and Restated Roush Voting Trust dated 11/1/92 empowers Richard
A. Chenoweth and G. James Roush, Jr. (hereinafter, the "Voting Trustees")
to vote the shares identified in this report (hereinafter, the "Trusteed
Shares") in person, or by proxy, at any shareholders' meeting of the
Issuer. In particular and without limitation, the Voting Trustees shall
have full power and authority to attend any and all meetings of the
shareholders of the Issuer, to waive notices of such meetings, to execute
consents with reference to the Trusteed Shares, to vote the Trusteed
Shares for the election of directors of the Issuer and upon any other
matter that may be brought before any meetings of Shareholders of the
Issuer or any adjournments thereof, as in each case they deem proper,
subject, however, to the limitations set forth hereinafter; and to issue
such reasonable rules and procedures, not at variance with the Voting
Trust Agreement, as they deem necessary or helpful to administer the
Voting Trust. In the event of a proposal to the Issuer's shareholders
regarding any of the matters listed hereinbelow, the Voting Trustees shall
request instructions from each person who has deposited his shares with
the Voting Trust (hereinafter, the "Beneficiary") in writing as to whether
the Voting Trustees shall cast an affirmative or negative vote with regard
to the trusteed shares being held for such Beneficiary. The Voting
Trustees shall vote for or against such proposal in accordance with the
instructions received from each Beneficiary. If the Voting Trustees do
not receive written instructions from a Beneficiary, the Voting Trustees
may vote such Beneficiary's Trusteed Shares in accordance with the general
powers set forth hereinabove. The specific proposals subject to this
limitation are:
<PAGE>
Page 6 of 6
(a) To authorize a new class of shares which shall have a preference as
to dividends or assets over the trusteed shares;
(b) To merge the Issuer or Roadway Express, Inc., into, or consolidate
Issuer or Roadway Express, Inc. with, another corporation;
(c) To sell all or substantially all of the assets of the Issuer or of
Roadway Express, Inc.;
(d) To authorize a reorganization whereby all of the shares of the
Issuer are exchanged for shares of a newly-formed holding company;
(e) To authorize a control share acquisition of the Issuer pursuant to
Ohio Revised Code Section 1701.831;
(f) To authorize a majority share acquisition by the Issuer or Roadway
Express, Inc., pursuant to Ohio Revised Code Section 1701.83 which
would require the issuance of Company shares entitling the holders
to exercise one-sixth or more of the Issuer's voting power in the
election of directors immediately after the transaction; or
(g) To dissolve or liquidate the Issuer or Roadway Express, Inc.
ITEM 7
MATERIAL TO BE FILED AS EXHIBITS
Attached hereto as EXHIBIT "1" is a copy of The Amended and Restated
Roush Voting Trust Agreement dated 11/1/92.
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.
Date: Dec. 8, 1992
/s/ Richard A. Chenoweth
-------------------------------------
Richard A. Chenoweth
Voting Trustee
/s/ G. James Roush, Jr.
-------------------------------------
G. James Roush, Jr.
Voting Trustee
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
---------
Roadway Services, Inc.
--------------------------------------------------------
(Name of Issuer)
Common Stock
--------------------------------------------------------
(Title of Class of Securities)
769748104
--------------------------------------------------------
(CUSIP Number)
James D. Kraus, Buckingham, Doolittle & Burroughs, 50 S. Main Street, Akron,
Ohio, 44308
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
216/376-5300
December 31, 1991
--------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box / /.
Check the following box if a fee is being paid with the statement / /. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 769748104 Page 2 of 6 Pages
--------- --- ---
- -------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSON. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Richard A. Chenoweth and G. James Roush, Jr., Voting Trustees of the
Amended and Restated Roush Voting Trust dated 9/1/84
34-6582396
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) / /
OF A GROUP* (b) /x/
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS*
00
- -------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO / /
ITEMS 2(D) OR 2(E)
- -------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
- -------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
0
SHARES --------------------------------------------------
(8) SHARED VOTING POWER
BENEFICIALLY 8,744,501 (as of 12/31/91)
--------------------------------------------------
OWNED BY (9) SOLE DISPOSITIVE POWER
G. James Roush, Jr., has sole dispositive
EACH power over 2,000,000 shares and Richard A.
Chenoweth has sole dispositive power over
REPORTING 0 shares.
--------------------------------------------------
PERSON (10) SHARED DISPOSITIVE POWER
0
WITH
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
As of 12/31/91, 8,744,501 shares are owned by the reporting persons as
Co-Trustees*
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.31%
- -------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
00
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
*Richard A. Chenoweth disclaims beneficial ownership as to all of the
shares reported herein. G. James Roush, Jr., disclaims beneficial
ownership as to 6,744,501 of the shares reported herein.
<PAGE>
Page 3 of 6
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Act of 1934
(Amendment No. 1)
R. A. Chenoweth and G. James Roush, Jr., Voting Trustees
of the Amended and Restated Roush Voting Trust
Agreement Dated 9/1/84
ITEM 1
SECURITY AND ISSUER
Type and Class of Stock: Common Stock
Issuer: Roadway Services, Inc.
Address: 1077 Gorge Blvd.
Akron, Ohio 44309-0088
ITEM 2
IDENTITY AND BACKGROUND
Name: R. A. Chenoweth and G. James Roush, Jr., Voting Trustees of
the Amended and Restated Roush Voting Trust Dated 9/1/84
State of Organization: Ohio
Principal Business: Inapplicable
Address of Principal Business: Inapplicable
Address of Principal Office: Inapplicable
Mailing Address: c/o Richard A. Chenoweth
Buckingham, Doolittle & Burroughs
50 South Main Street
P.O. Box 1500
Akron, Ohio 44309
Criminal Offenses: None
Civil Proceedings: None
Citizenship: Trust is created under the laws of Ohio
ITEM 3
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS
The shares were not purchased by the Voting Trustees. Rather, the shares
are simply held by the Voting Trustees as voting trustees for various
shareholders under the terms and conditions of the Amended and Restated
Roush Voting Trust Dated 9/1/84.
ITEM 4
PURPOSE OF TRANSACTION
The purpose of the Amended and Restated Roush Voting Trust dated 9/1/84 is
to assure the stability of the Issuer's management and the continuance of
management's policies. The
<PAGE>
Page 4 of 6
Voting Trustees do not have any plans or proposals which relate to or
would result in:
(a) The acquisition by any person of additional securities of the
issuer, or the disposition of securities of the issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the issuer or
any of its subsidiaries;
(d) Any change in the present board of directors or management of the
issuer, including any plans or proposals to change the number of
term of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy
of the issuer;
(f) Any other material change in the issuer's business or corporate
structure including but not limited to, if the issuer is a
registered closed-end investment company, any plans or proposals to
make any changes in its investment policy for which a vote is
required by section 13 of the Investment Company Act of 1940;
(g) Changes in the issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of the issuer by any person;
(h) Causing a class of securities of the issuer to be delisted from a
national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national
securities association;
(i) A class of equity securities of the issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act;
or
(j) Any action similar to any of those enumerated above.
ITEM 5
INTEREST IN SECURITIES OF THE ISSUER
a. R. A. Chenoweth and G. James Roush, Jr., as Voting Trustees hold
8,744,501 common shares of Roadway Services, Inc., common stock,
representing 22.31% of the outstanding shares of such class.
Richard A. Chenoweth disclaims beneficial ownership as to all of the
shares reported herein. G. James Roush, Jr., disclaims
<PAGE>
Page 5 of 6
beneficial ownership as to 7,060,883 of the shares reported herein.
b. The persons named in paragraph (a) share voting power as to the
shares identified in paragraph (a).
c. None
ITEM 6
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
The Amended and Restated Roush Voting Trust dated 9/1/84 empowers Richard
A. Chenoweth and G. James Roush, Jr. (hereinafter, the "Voting Trustees")
to vote the shares identified in this report (hereinafter, the "Trusteed
Shares") in person, or by proxy, at any shareholders' meeting of the
Issuer. In particular and without limitation, the Voting Trustees shall
have full power and authority to attend any and all meetings of the
shareholders of the Issuer, to waive notices of such meetings, to execute
consents with reference to the Trusteed Shares, to vote the Trusteed
Shares for the election of directors of the Issuer and upon any other
matter that may be brought before any meetings of Shareholders of the
Issuer or any adjournments thereof, as in each case they deem proper,
subject, however, to the limitations set forth hereinafter; and to issue
such reasonable rules and procedures, not at variance with the Voting
Trust Agreement, as they deem necessary or helpful to administer the
Voting Trust. In the event of a proposal to the Issuer's shareholders
regarding any of the matters listed hereinbelow, the Voting Trustees shall
request instructions from each person who has deposited his shares with
the Voting Trust (hereinafter, the "Beneficiary") in writing as to whether
the Voting Trustees shall cast an affirmative or negative vote with regard
to the trusteed shares being held for such Beneficiary. The Voting
Trustees shall vote for or against such proposal in accordance with the
instructions received from each Beneficiary. If the Voting Trustees do
not receive written instructions from a Beneficiary, the Voting Trustees
may vote such Beneficiary's Trusteed Shares in accordance with the general
powers set forth hereinabove. The specific proposals subject to this
limitation are:
(a) To authorize a new class of shares which shall have a preference as
to dividends or assets over the trusteed shares;
(b) To merge the Issuer or Roadway Express, Inc., into, or consolidate
Issuer or Roadway Express, Inc. with, another corporation;
(c) To sell all or substantially all of the assets of the Issuer or of
Roadway Express, Inc.;
<PAGE>
Page 6 of 6
(d) To authorize a reorganization whereby all of the shares of the
Issuer are exchanged for shares of a newly-formed holding company;
(e) To authorize a control share acquisition of the Issuer pursuant to
Ohio Revised Code Section 1701.831;
(f) To authorize a majority share acquisition by the Issuer or Roadway
Express, Inc., pursuant to Ohio Revised Code Section 1701.83 which
would require the issuance of Company shares entitling the holders
to exercise one-sixth or more of the Issuer's voting power in the
election of directors immediately after the transaction; or
(g) To dissolve or liquidate the Issuer or Roadway Express, Inc.
ITEM 7
MATERIAL TO BE FILED AS EXHIBITS
Incorporation by reference is hereby made to a copy of The Amended and
Restated Roush Voting Trust Agreement dated 9/1/84 included as EXHIBIT
"1" to the Schedule 13D filed by the reporting persons with the
Securities and Exchange Commission on or about 8/9/91.
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.
Date: February 12, 1992
/s/ Richard A. Chenoweth
-------------------------------------
Richard A. Chenoweth
Voting Trustee
/s/ G. James Roush, Jr.
-------------------------------------
G. James Roush, Jr.
Voting Trustee
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
---------
Roadway Services, Inc.
--------------------------------------------------------
(Name of Issuer)
Common Stock
--------------------------------------------------------
(Title of Class of Securities)
769748104
--------------------------------------------------------
(CUSIP Number)
James D. Kraus, Buckingham, Doolittle & Burroughs, 50 S. Main Street, Akron,
Ohio, 44308
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
216/376-5300
May 1, 1991
--------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box / /.
Check the following box if a fee is being paid with this statement /x/. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 769748104 Page of Pages
--------- --- ---
- -------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSON. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Richard A. Chenoweth and G. James Roush, Jr., Trustees of the Amended
and Restated Roush Voting Trust dated 9/1/84
34-6582396
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) /x/
OF A GROUP* (b) / /
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS*
00
- -------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO / /
ITEMS 2(D) OR 2(E)
- -------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
- -------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
SHARES
--------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY
--------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
0
REPORTING
--------------------------------------------------
PERSON (10) SHARED DISPOSITIVE POWER
0
WITH
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,060,883 shares are owned by the reporting persons as Co-Trustees*
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.4%
- -------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
00
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
*Richard A. Chenoweth disclaims beneficial ownership as to all of the
shares reported herein. G. James Roush, Jr., disclaims beneficial
ownership as to 7,060,833 of the shares reported herein.
<PAGE>
SCHEDULE 13D
R. A. Chenoweth and G. James Roush, Jr., Trustees
of the Amended and Restated Roush Voting Trust
Agreement Dated 9/1/84
ITEM 1
SECURITY AND ISSUER
Type and Class of Stock: Common Stock
Issuer: Roadway Services, Inc.
Address: 1077 Gorge Blvd.
Akron, Ohio 44309-0088
ITEM 2
IDENTITY AND BACKGROUND
Name: R. A. Chenoweth and G. James Roush, Jr., Trustees
of the Amended and Restated Roush Voting Trust
Dated 9/1/84
State of Organization: Ohio
Principal Business: Inapplicable
Address of Principal Business: Inapplicable
Address of Principal Office: Inapplicable
Mailing Address: c/o Richard A. Chenoweth
Buckingham, Doolittle & Burroughs
50 South Main Street
P.O. Box 1500
Akron, Ohio 44309
Criminal Offenses: None
Civil Proceedings: None
Citizenship: Trust is created under the laws of Ohio
ITEM 3
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS
The shares were not purchased by the Trustees. Rather, the shares are
simply held by the Trustees as voting trustees for various shareholders
under the terms and conditions of the Amended and Restated Roush Voting
Trust Dated 9/1/84.
ITEM 4
PURPOSE OF TRANSACTION
The purpose of the Amended and Restated Roush Voting Trust dated 9/1/84 is
to assure the stability of the Issuer's management and the continuance of
management's policies. The Trustees do not have any plans or proposals
which relate to or would result in:
<PAGE>
(a) The acquisition by any person of additional securities of the
issuer, or the disposition of securities of the issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the issuer or
any of its subsidiaries;
(d) Any change in the present board of directors or management of the
issuer, including any plans or proposals to change the number of
term of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy
of the issuer;
(f) Any other material change in the issuer's business or corporate
structure including but not limited to, if the issuer is a
registered closed-end investment company, any plans or proposals to
make any changes in its investment policy for which a vote is
required by section 13 of the Investment Company Act of 1940;
(g) Changes in the issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of the issuer by any person;
(h) Causing a class of securities of the issuer to be delisted from a
national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national
securities association;
(i) A class of equity securities of the issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act;
or
(j) Any action similar to any of those enumerated above.
ITEM 5
INTEREST IN SECURITIES OF THE ISSUER
a. R. A. Chenoweth and G. James Roush, Jr., as Trustees hold 9,060,883
common shares of Roadway Services, Inc., common stock, representing
23.4% of the outstanding shares of such class. Richard A. Chenoweth
disclaims beneficial ownership as to all of the shares reported
herein. G. James Roush, Jr., disclaims beneficial ownership as to
7,060,883 of the shares reported herein.
b. The persons named in paragraph (a) share voting power as to the
shares identified in paragraph (a).
<PAGE>
c. None
ITEM 6
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
The Amended and Restated Roush Voting Trust dated 9/1/84 empowers Richard
A. Chenoweth and G. James Roush, Jr. (hereinafter, the "Trustees") to vote
the shares identified in this report (hereinafter, the "Trusteed Shares")
in person, or by proxy, at any shareholders' meeting of the Issuer. In
particular and without limitation, the Trustees shall have full power and
authority to attend any and all meetings of the shareholders of the
Issuer, to waive notices of such meetings, to execute consents with
reference to the Trusteed Shares, to vote the Trusteed Shares for the
election of directors of the Issuer and upon any other matter that may be
brought before any meetings of Shareholders of the Issuer or any
adjournments thereof, as in each case they deem proper, subject, however,
to the limitations set forth hereinafter; and to issue such reasonable
rules and procedures, not at variance with the Voting Trust Agreement, as
they deem necessary or helpful to administer the Voting Trust. In the
event of a proposal to the Issuer's shareholders regarding any of the
matters listed hereinbelow, the Trustees shall request instructions from
each person who has deposited his shares with the Voting Trust
(hereinafter, the "Beneficiary") in writing as to whether the Trustees
shall cast an affirmative or negative vote with regard to the trusteed
shares being held for such Beneficiary. The Trustees shall vote for or
against such proposal in accordance with the instructions received from
each Beneficiary. If the Trustees do not receive written instructions
from a Beneficiary, the Trustees may vote such Beneficiary's Trusteed
Shares in accordance with the general powers set forth hereinabove. The
specific proposals subject to this limitation are:
(a) To authorize a new class of shares which shall have a preference as
to dividends or assets over the trusteed shares;
(b) To merge the Issuer or Roadway Express, Inc., into, or consolidate
Issuer or Roadway Express, Inc. with, another corporation;
(c) To sell all or substantially all of the assets of the Issuer or of
Roadway Express, Inc.;
(d) To authorize a reorganization whereby all of the shares of the
Issuer are exchanged for shares of a newly-formed holding company;
(e) To authorize a control share acquisition of the Issuer pursuant to
Ohio Revised Code Section 1701.831;
<PAGE>
(f) To authorize a majority share acquisition by the Issuer or Roadway
Express, Inc., pursuant to Ohio Revised Code Section 1701.83 which
would require the issuance of Company shares entitling the holders
to exercise one-sixth or more of the Issuer's voting power in the
election of directors immediately after the transaction; or
(g) To dissolve or liquidate the Issuer or Roadway Express, Inc.
ITEM 7
MATERIAL TO BE FILED AS EXHIBITS
EXHIBIT "1" The Amended and Restated Roush Voting Trust Agreement
Dated 9/1/84
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.
Date: August 8, 1991
-------------------------------
/s/ Richard A. Chenoweth
-------------------------------------
Richard A. Chenoweth
Voting Trustee
/s/ G. James Roush, Jr.
-------------------------------------
G. James Roush, Jr.
Voting Trustee
