<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
Form S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
_________________
YELLOW CORPORATION
(Exact name of issuer as specified in its charter)
Delaware 48-0948788
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
10990 Roe Avenue
Overland Park, Kansas 66207
(913) 696-6106
(Address of Principal Executive Offices)
_________________
Yellow Corporation
1996 Stock Option Plan
(Full title of the plan)
________________
William F. Martin, Esq.
Senior Vice President/Secretary
Yellow Corporation
10990 Roe Avenue
Overland Park, Kansas 66207
(913) 696-6106
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
________________
Copy to:
W. Leslie Duffy, Esq.
Cahill Gordon & Reindel
80 Pine Street
New York, New York 10005
________________
Approximate date of proposed sale to public: From time to time after the
effective date of this Registration Statement.
(Cover page continued on next page)
_______________________________
CALCULATION OF REGISTRATION FEE
_______________________________
<TABLE>
<CAPTION>
================================================================================================================================
Title of Securities Proposed Maximum Offering Proposed Maximum Aggregate Amount of
to be Registered Amount to be Registered Price Per Share Offering Price Registration Fee
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $1.00 per share 1,500,000 $ 15.75 (1) $ 23,625,000 (1) $ 7,159.09
================================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee,
computed pursuant to Rules 457(c) and (h) under the Securities Act of
1933, as amended, on the basis of the average of the high and low prices
of a share of the registrant's Common Stock as reported in the New York
Stock Exchange - Composite Transactions System on [this date should be 5
days before the filing], 1996.
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<PAGE> 2
PART I.
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. Plan Information.*
ITEM 2. Registrant Information and Employee Plan Annual Information.*
* Information required by Part I to be contained in
the Section 10(a) prospectus is omitted from this Registration
Statement in accordance with Rule 428 under the Securities Act
of 1933, as amended (the "Securities Act") and the Note to
Part I of Form S-8.
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed by Yellow Corporation (the
"Company") with the Securities and Exchange Commission (the "Commission") and
are hereby incorporated by reference in this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1995;
(b) The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1996 and June 30, 1996;
(c) The Company's Current Report on Form 8-K dated January 17, 1996,
March 20, 1996, May 15, 1996 and September 6, 1996; and
(d) The description of the Company's common stock, $1.00 par value
per share, contained in the Company's Registration Statement on Form 10
filed pursuant to Section 12 of the Securities and Exchange Act of 1934,
as amended (the "Exchange Act") and any amendments thereto.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act") prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
The class of securities offered hereby is registered under Section 12
of the Exchange Act.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware
("Section 145") empowers a corporation to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the corporation)
by reason of the fact that such person is or was a director, officer, employee
or agent of another corporation or enterprise. Depending on the character of
the proceeding, a corporation or enterprise. Depending on the character of the
proceeding, a corporation may indemnify against expenses (including attorneys'
fees), judgments, fines and/or amounts paid in settlement actually and
reasonably incurred in connection with such action, suit or proceeding if the
person indemnified acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe such person's conduct was unlawful. In the case of an action by or in
the right of the corporation, no indemnification may be made with respect to
any claim, issue or matter as to which such person shall have been adjudged to
be liable to the corporation unless and only the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
that despite the adjudication of liability such person is fairly and reasonably
entitled to indemnity for such expenses which the court shall deem proper.
Section 145 further provides that to the extent a director, officer, employee
or agent of a corporation has been successful in the defense of any action, or
any claim, issue or matter therein, such person shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by such
person in connection therewith. Section 145 also states that the
indemnification provided for in such Section shall not be deemed exclusive of
any other rights to which the indemnified party may be entitled and empowers
the corporation to purchase and maintain insurance on behalf of directors,
officers, employees and agents of the corporation against any liability
asserted against such person or incurred by such person in any such capacity or
arising out of such person's status as such whether or not the corporation
would have the power to indemnify such person against such liabilities under
Section 145.
In addition, directors and officers of the Registrant are entitled to
indemnification as provided in Article V of its Bylaws. Such Article V
provides as follows:
Section 1. Right to Indemnification
a. Each person who was or is made a party or is threatened to be
made a party to or is involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative ("proceeding"), by reason of the fact
that he or she or a person for whom he or she is the legal representative is or
was a director, officer or employee of the corporation or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans, whether
the basis of such proceeding is alleged action in an official capacity as a
director, officer, employee or agent or in any other capacity as a director,
officer, employee or agent, shall be indemnified and held harmless by the
corporation to the fullest extent authorized by the Delaware General
Corporation Law, as the same exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent such amendment permits the
corporation to provide broader indemnification rights than said law permitted
the corporation to provide prior to such amendment) against all expenses,
liability and loss (including attorneys' fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid or to be paid in settlement) reasonably
incurred or suffered by such person in connection therewith; provided, however,
that with respect to any agent or employee, to the extent any such expenses,
liabilities or losses are covered by insurance, other than insurance maintained
by the corporation, the corporation shall be required to indemnify and hold
harmless such agent or employee only to the extent that such expenses,
liabilities or losses are not covered by such insurance. Such right shall be a
contract right and shall include the right to be paid by the corporation
expenses incurred in
<PAGE> 4
defending any such proceedings in advance of its final disposition; provided,
however, that the payment of such expenses incurred by a director or officer of
the corporation in his or her capacity as a director or officer (and not in any
other capacity in which service was or is rendered by such person while a
director or officer, including, without limitation, service to an employee
benefit plan) in advance of the final disposition of such proceeding, shall be
made only upon delivery to the corporation of an undertaking, by or on behalf
of such director or officer, to repay all amounts so advanced if it should be
determined ultimately that such director or officer is not entitled to be
indemnified under this section or otherwise.
b. Any person who is or was an agent of the corporation, and who would be
entitled to be indemnified by the corporation under the circumstances set forth
in Section 1(a) but for the fact that such person is not or was not a director,
officer or employee of the corporation, may be indemnified by the corporation
(but shall not be entitled to be indemnified by the corporation) in a specific
case to all or part of the extent set forth in Section 1(a), if the Board of
Directors determines that it is in the best interests of the corporation to
grant such indemnity. Authorization for such indemnity and the extent thereof
shall be determined by majority vote of a quorum of the Board of Directors.
Section 2. Right of Claimant to Bring Suit
If a claim under Section 1 is not paid in full by the corporation within
90 days after a written claim has been received by the corporation, the
claimant may at any time thereafter bring suit against the corporation to
recover the unpaid amount of the claim, and if successful in whole or in part,
the claimant shall be entitled to be paid also the expenses of prosecuting such
claim. It shall be a defense to any such action (other than an action brought
to enforce a claim for expenses incurred in defending any proceeding in advance
of its final disposition where the required undertaking has been tendered to
the corporation) that the claimant has not met the standards of conduct which
make it permissible under the Delaware General Corporation Law for the
corporation to indemnify the claimant for the amount claimed, but the burden of
proving such defense shall be on the corporation. Neither the failure of the
corporation (including its Board of Directors, independent legal counsel, or
its stockholders) to have made a determination prior to the commencement of
such action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in the
Delaware General Corporation Law, nor an actual determination by the
corporation (including its Board of Directors, independent legal counsel, or
its stockholders) that the claimant had not met such applicable standard of
conduct, shall be a defense to the action or create a presumption that the
claimant had not met the applicable standard of conduct.
Section 3. Non-Exclusivity of Rights
The rights conferred by Sections 1 and 2 shall not be exclusive of any
other right which such person may have or hereafter acquire under any statute,
provision of the Certificate of Incorporation, bylaw, agreement, vote of
stockholders or disinterested directors or otherwise.
Section 4. Insurance
The corporation may maintain insurance, at its expense, to protect itself
and any such director, employee or agent of the corporation or another
corporation, partnership, joint venture, trust or other enterprise against any
such expense, liability or loss, whether or not the corporation would have the
power to indemnify such person against such expense, liability or loss under
the Delaware General Corporation Law.
Section 5.
For purposes of this Article, reference to "other enterprise" shall
include entities of any kind, including associations, rate bureaus and
conferences.
<PAGE> 5
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed as a part of this Registration
Statement:
Exhibit No. Description
5 Opinion of Cahill Gordon & Reindel as to the legality of the
Common Stock being registered
23.1 Consent of Cahill Gordon & Reindel (included in Exhibit 5)
23.2 Consent of Arthur Andersen LLP
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers of sales are being
made, if applicable, a post-effective amendment to this Registration
Statement: (a) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933; (b) to reflect in the prospectus any facts or
events arising after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information set
forth in the Registration Statement; and (c) to include any material
information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement; provided, however, that
clauses (1)(a) and 1(b) shall not apply if the information required to be
included therein is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the Registration Statement;
(2) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof; and
(3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933, and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred
<PAGE> 6
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this 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 11th day of
November, 1996.
YELLOW CORPORATION
By: /s/ William F. Martin, Jr.
---------------------------
William F. Martin, Jr.
Senior Vice President
and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Capacity in Which Signed Date
--------- ------------------------ ----
/s/ A. Maurice Myers President, Chief Executive, November 11, 1996
---------------------- Officer and Chairman of the
A. Maurice Myers Board
/s/ Klaus E. Agthe Director November 11, 1996
----------------------
Klaus E. Agthe
/s/ Howard M. Dean Director November 11, 1996
----------------------
Howard M. Dean
/s/ David H. Hughes Director November 11, 1996
----------------------
David H. Hughes
/s/ Ronald T. LeMay Director November 11, 1996
----------------------
Ronald T. LeMay
/s/ John C. McKelvey Director November 11, 1996
----------------------
John C. McKelvey
/s/ Carl W. Vogt Director November 11, 1996
----------------------
Carl W. Vogt
/s/ William L. Trubeck Director November 11, 1996
----------------------
William L. Trubeck
<PAGE> 8
Exhibit Index
Exhibit No. Description
- ----------- -----------
5 Opinion of Cahill Gordon & Reindel as to the legality of the
Common Stock being registered
23.1 Consent of Cahill Gordon & Reindel (included in Exhibit 5)
23.2 Consent of Arthur Andersen LLP
<PAGE> 1
EXHIBIT 5
Cahill Gordon & Reindel
80 Pine Street
New York, New York 10005
(212) 701-3000
November 11, 1996
Yellow Corporation
10777 Barkley
Overland Park, Kansas 66211
Ladies and Gentlemen:
We have acted as your counsel in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") being filed
by you with the Securities and Exchange Commission under the Securities Act of
1933, as amended, with respect to the 1,500,000 shares of Common Stock, par
value $1.00 per share (the "Common Stock"), of Yellow Corporation (the
"Company") which are to be awarded (an "Award") pursuant to the Yellow
Corporation 1996 Stock Option Plan (the "Plan").
We advise you that, in our opinion, upon the issuance of Common Stock
pursuant to an Award in accordance with the terms of the Plan, and in each case
upon payment to the Company of any consideration for such Common Stock provided
for in the Plan or any agreement with the Company relating to the applicable
Award (which consideration is assumed herein to be in no event less than the
par value of the Common Stock being issued upon such payment), the shares of
the Common Stock so issued will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the aforesaid Registration Statement.
Very truly yours,
/s/ Cahill Gordon & Reindel
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accoutants, we hereby consent to the incorporation
by reference in this registration statement of our reports dated January 31,
1996, included or incorporated by reference in Yellow Corporations Form 10-K
for the year ended December 31, 1995, and to all references to our Firm
included in this registration statement.
ARTHUR ANDERSEN LLP
Kansas City, Missouri
November 11, 1996
