<PAGE> 1
As filed with the Securities and Exchange Commission on July 16, 1998
================================================================================
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
1997 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.
______________________________________
CALCULATION OF REGISTRATION FEE
______________________________________
<TABLE>
<CAPTION>
========================================================================================================================
Title of Securities to be Proposed Maximum Proposed Maximum Amount of
to be Registered Amount to be Registered Offering Price Per Share Aggregate Offering Price Registration Fee
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$1.00 per share 1,400,000 $17.9 (1) $25,060,000 (1) $7,392.70
========================================================================================================================
</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), 1998.
================================================================================
<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 the 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, 1997;
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1998; and
(c) 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.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
<PAGE> 3
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 ("Section 145") of the General Corporation Law of the State of
Delaware ("DGLC") 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 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 Company are entitled to
indemnification as provided in Article V of the Company's Bylaws (the
"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 Company or is or was serving at the
request of the Company 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 Company to the
fullest extent authorized by the DGCL, as the same exists or may hereafter be
amended (but, in the case of any such amendment, only to the extent such
amendment) against the Company 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 Company, the Company 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 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 direc-
-2-
<PAGE> 4
tor or officer, including, without limitation, service to an employee
benefit plan) in advance of the final disposition of such proceeding, shall be
made 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 Company, and who would be
entitled to be indemnified by the Company 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 Company (but
shall not be entitled to be indemnified by the Company) 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 Company within 90
days after a written claim has been received by the Company, the claimant may at
any time thereafter bring suit against the Company 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 DGCL for the Company to indemnify the claimant for the amount claimed,
but the burden of proving such defense shall be on the Company. Neither the
failure of the Company (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 DGCL, nor an actual determination by the Company (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 Company's Certificate of Incorporation, By law, agreement, vote
of stockholders or disinterested directors or otherwise.
Section 4. Insurance
The Company may maintain insurance, at its expense, to protect itself
and any such director, employee or agent of the Company or another corporation,
partnership, joint venture, trust or other enterprise against any such expense,
liability or loss, whether or not the Company would have the power to indemnify
such person against such expense, liability or loss under the DGCL.
Section 5.
For purposes of this Article V, reference to "other enterprise" shall
include entities of any kind, including associations, rate bureaus and
conferences.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
-3-
<PAGE> 5
ITEM 8. EXHIBITS.
The following exhibits are filed as a part of this Registration Statement:
Exhibit No. Description
4 1997 Stock Option Plan
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
24 Power of Attorney
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;
(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 Exchange Act that are incorporated by
reference in the Registration Statement;
(2) that, for the purpose of determining any liability under the
Securities Act, 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;
(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;
(4) that, for purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual
report pursuant to
-4-
<PAGE> 6
Section 15(d) of the Exchange Act) 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; and
(5) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in the
opinion of the 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 Company of expenses incurred 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 and will be governed by the final adjudication of
such issue.
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<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 16th day of
July, 1998.
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 Officer July 16, 1998
A. Maurice Myers and Chairman of the Board
/s/ H. A. Trucksess, III
- ------------------------- Senior Vice President, Finance/ July 16, 1998
H. A. Trucksess, III Chief Financial Officer and Treasurer
/s/ Klaus E. Agthe
- ------------------------- Director July 16, 1998
Klaus E. Agthe
/s/ Howard M. Dean
- ------------------------- Director July 16, 1998
Howard M. Dean
/s/ David H. Hughes
- ------------------------- Director July 16, 1998
David H. Hughes
/s/ Ronald T. LeMay
- ------------------------- Director July 16, 1998
Ronald T. LeMay
/s/ John C. McKelvey
- ------------------------- Director July 16, 1998
John C. McKelvey
/s/ Carl W. Vogt
- ------------------------- Director July 16, 1998
Carl W. Vogt
/s/ William L. Trubeck
- ------------------------- Director July 16, 1998
William L. Trubeck
/s/ Cassandra C. Carr
- ------------------------- Director July 16, 1998
Cassandra C. Carr
<PAGE> 8
Exhibit Index
Exhibit No. Description
- ----------- -----------
4 1997 Stock Option Plan
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
24 Power of Attorney
<PAGE> 1
Exhibit 4
YELLOW CORPORATION
1997 STOCK OPTION PLAN
1. PURPOSE-
The Yellow Corporation 1997 Stock Option Plan is designed to enable
qualified executive, managerial, supervisory and professional personnel of
Yellow Corporation and its Subsidiaries to acquire or increase their ownership
of common stock of the Company on reasonable terms. The opportunity so
provided is intended to foster in participants a strong incentive to put forth
maximum effort for the continued success and growth of the Company and its
Subsidiaries, to aid in retaining individuals who put forth such efforts, and
to assist in attracting the best available individuals in the future.
2. DEFINITIONS
When used herein, the following terms shall have the meaning set forth
below:
2.1 "Award" shall mean an Option or SAR.
2.2 "Board" means the Board of Directors of Yellow Corporation.
2.3 "Committee" means the members of the Board's Compensation Committee
who are non-employee directors as defined in Rule 16b-3 of the Securities and
Exchange Commission as it exists on the effective date of the Plan or as
subsequently amended or interpreted and are "outside directors" within the
meaning of Section 162(m) of the Internal Revenue Code of 1986 and the
regulations thereunder.
2.4 "Company" means Yellow Corporation.
2.5 "IRC '86" means the Internal Revenue Code of 1986, as in effect as of
the effective date of the Plan or as thereafter amended, and applicable
regulations.
2.6 "Fair Market Value" means with respect to the Company's Shares the
closing price of the Shares as reported by NASDAQ or if the closing price is
not reported, the bid price of the Shares as reported by NASDAQ on the date on
which the value is to be determined or, if the stock did not trade on that
date, the next preceding date on which such stock traded.
2.7 "Grantee" means a person to whom an Award is made.
2.8 "Non-Qualified Stock Option" or "NQSO" means an Option awarded under
the Plan which by its terms and conditions is not, and is not intended to be,
an "Incentive Stock Option" as defined by IRC '86.
2.9 "Option " means the right to purchase, at a price, for a term, under
conditions, and for cash or other considerations fixed by the Committee in
accordance with the Plan, and subject to such other limitations and
restrictions as the Plan and the Committee impose, a number of shares specified
by the Committee.
2.10 "Plan" means the Company's 1997 Stock Option Plan.
<PAGE> 2
2.11 "SAR" means a right to surrender to the Company all or a portion of
an Option and to be paid therefor an amount, as determined by the Committee, no
greater than the excess, if any, of (i) the Fair Market Value, on the date such
right is exercised, of the Shares to which the Option or portion thereof
relates, over (ii) the aggregate option price of those Shares.
2.12 "Shares" means shares of the Company's common stock or, if by reason
of the adjustment provisions hereof any rights under an Award under the Plan
pertain to any other security, such other security.
2.13 "Subsidiary" means any business, whether or not incorporated, in
which the Company, at the time an Award is granted to an employee thereof, or
in other cases, at the time of reference, owns directly or indirectly not less
than 50% of the equity interest.
2.14 "Successor" means the legal representative of the estate of a
deceased Grantee or the person or persons who shall acquire the right to
exercise an Option or an SAR, by bequest or inheritance or by reason of the
death of the Grantee, as provided in accordance with Section 9 hereof.
2.15 "Term" means the period during which a particular Option or SAR may
be exercised.
2.16 "QDRO" means a qualified domestic relations order as defined by IRC
'86 or Title I of the Employee Retirement Income Security Act, or the rules
thereunder.
3. ADMINISTRATION OF THE PLAN
3.1 The Plan shall be administered by the Committee.
3.2 The Committee shall have plenary authority, subject to the provisions
of the Plan, to determine when and to whom Awards shall be granted, the Term of
each Award, the number of Shares covered by it, the participation by Grantee in
other plans, and any other terms or conditions of each such Award. The
Committee may grant such additional benefits in connection with any Award as it
deems appropriate. The number of Shares, the Term, the other terms and
conditions of a particular kind of Award and any additional benefits granted in
connection with any Award need not be the same, even as to Awards made at the
same time. The Committee's actions in making Awards and fixing their size,
Term and other terms and conditions and in granting any additional benefits in
connection with any Award shall be conclusive on all persons.
3.3 The Committee shall have the sole responsibility for construing and
interpreting the Plan, for establishing and amending such rules and regulations
as it deems necessary or desirable for the proper administration of the Plan,
and for resolving all questions arising under the Plan. Any decision or action
taken by the Committee arising out of or in connection with the construction,
administration, interpretation and effect of the Plan and of its rules and
regulations shall, to the extent permitted by law, be within its absolute
discretion, except as otherwise specifically provided herein, and shall be
conclusive and binding upon all Grantees, all Successors, and any other
persons, whether that person is claiming under or through any Grantee or
otherwise.
3.4 The Committee shall regularly inform the Board as to its actions with
respect to all Awards under the Plan and the Terms and conditions of such
Awards in a manner, at such times, and in such form as the Board may reasonably
request.
<PAGE> 3
4. ELIGIBILITY
Awards may be made under the Plan only to employees of the Company or a
Subsidiary who have executive, managerial, supervisory or professional
responsibilities. Officers shall be employees for this purpose, whether or not
they are also Directors, but a Director who is not such an employee shall not
be eligible to receive an Award. Awards may be made to eligible employees
whether or not they have received prior Awards, under the Plan or under any
previously adopted plan, and whether or not they are participants in other
benefit plans of the Company. In making a determination concerning the
granting of Awards to eligible employees, the Committee may take into account
the nature of the services they have rendered or that the Committee expects
they will render, their present and potential contributions to the success of
the business, the number of years of effective service they are expected to
have and such other factors as the Committee in its sole discretion shall deem
relevant.
5. SHARES SUBJECT TO PLAN
Subject to adjustment as provided in Section 18 below, 1,400,000 Shares
are hereby reserved for issuance in connection with Awards under the Plan. The
Shares so issued may be unreserved Shares held in the treasury however acquired
or Shares which are authorized but unissued. Any Shares subject to issuance
upon exercise of Options shall once again be available for issuance in
satisfaction of Awards to the extent that (i) cash is issued in satisfaction of
the exercise of such Shares or (ii) the Option expires or terminates
unexercised as to any Shares covered thereby. Subject to adjustment as
provided in Section 18 below, the maximum number of Shares with respect to
which options or SARs may be granted during any calendar year to any employee
under the Plan shall be 200,000 Shares.
6. GRANTING OF OPTIONS
6.1 Subject to the terms of the Plan, the Committee may from time to time
grant Options to eligible employees.
6.2 The purchase price of each Share subject to Option shall be fixed by
the Committee, but shall not be less than 100% of the Fair Market Value of the
Share on the last business day prior to the date the Option is granted.
6.3 Each Option shall expire and all right to purchase Shares thereunder
shall cease on the date fixed by the Committee, which subject to the terms of
the Plan, shall not be later than the tenth anniversary of the grant date of
the Option.
6.4 Each Option shall become exercisable at the time, and for the number
of Shares, fixed by the Committee. Except to the extent otherwise provided in
or pursuant to Sections 9 and 10, no Option shall become exercisable as to any
Shares prior to the first anniversary of the date on which the Option was
granted.
7. STOCK APPRECIATION RIGHTS
7.1 The Committee may, in its discretion, grant an SAR to the holder of an
Option, either at the time the Option is granted or by amending the instrument
evidencing the grant of the Option at any time after the Option is granted and
more than six months before the end of the Term of the Option, so long as the
grant is made during the period in which grants of SARs may be made under the
Plan.
<PAGE> 4
7.2 Each SAR shall be for such Term, and shall be subject to such other
terms and conditions, as the Committee shall impose. The terms and conditions
may include Committee approval of the exercise of the SAR, limitations on the
time within which and the extent to which such SAR shall be exercisable,
limitations on the amount of appreciation which may be recognized with regard
to such SAR, and specification of what portion, if any, of the amount payable
to the Grantee upon his exercise of an SAR shall be paid in cash and what
portion, if any, shall be payable in Shares. If and to the extent that Shares
are issued in satisfaction of amounts payable on exercise of an SAR, the Shares
shall be valued at their Fair Market Value on the date of exercise.
7.3 Except to the extent otherwise provided in or pursuant to Sections 9
and 10, no SAR shall be exercisable during the first six months after its date
of grant.
7.4 Upon exercise of an SAR the Option, or portion thereof, with respect
to which such right is exercised shall be surrendered and shall not thereafter
be exercisable.
8. NON-TRANSFERABILITY OF RIGHTS
No rights under any Award shall be transferable otherwise than by will or
the laws of descent and distribution or pursuant to a QDRO, and the rights, and
except to the extent otherwise provided in Section 12, the benefits, of any
such Award may be exercised and received, respectively, during the lifetime of
the Grantee only by him or by his guardian or legal representative or by an
"alternate payee" pursuant to a QDRO.
9. DEATH OR TERMINATION OF EMPLOYMENT
9.1 Subject to the provisions of the Plan, the Committee may make such
provisions concerning exercise or lapse of Options or SARs on death or
termination of employment as it shall in its discretion determine. No such
provision shall extend the Term of an Option or SAR, nor shall any such
provision permit an Option or SAR to be exercised prior to six months after the
date on which it was granted, except in the event of death or termination by
reason of disability.
9.2 Transfers of employment between the Company and a Subsidiary, or
between Subsidiaries, shall not constitute termination of employment for
purposes of any Award. The Committee may specify in the terms and conditions
of an Award whether any authorized leave of absence or absence for military or
government service or for any other reason shall constitute a termination of
employment for purposes of the Award and the Plan.
10. PROVISIONS RELATING TO TERMINATION OF THE COMPANY'S SEPARATE EXISTENCE
The Committee may provide that in the event that the Company is to be
wholly or partly liquidated, or agrees to participate in a merger,
consolidation or reorganization in which it, or an entity controlled by it, is
not the surviving entity, any or all Options and SARs granted under the Plan
shall be immediately exercisable in full.
11. WRITINGS EVIDENCING AWARDS
Each Award granted under the Plan shall be evidenced by a writing which
may, but need not, be in the form of an agreement to be signed by the Grantee.
The writing shall set forth the nature and size of the Award, its Term, the
other terms and conditions thereof, other than those set forth in the Plan, and
such other information as the Committee directs. Acceptance of any benefits of
an Award by the Grantee shall be con-
<PAGE> 5
clusively presumed to be an assent to the terms and conditions set forth
therein, whether or not the writing is in the form of an agreement to be signed
by the Grantee.
12. EXERCISE OF RIGHTS UNDER AWARDS
12.1 A person entitled to exercise an Option or SAR may do so by delivery
of a written notice to that effect specifying the number of Shares with respect
to which the Option or SAR is being exercised and any other information the
Committee may prescribe.
12.2 The notice shall be accompanied by payment in full for the purchase
price of any Shares to be purchased with such payment being made in cash;
shares of the Company's common stock having a Fair Market Value equivalent to
the purchase price of such Shares; a combination thereof; or cashless exercise
pursuant to the Cashless Exercise Program offered by the Company. No Shares
shall be issued upon exercise of an Option until full payment has been made
therefor.
12.3 The notice of exercise of an SAR shall be accompanied by the
Grantee's copy of the writing or writings evidencing the grant of the SAR and
the related Option.
12.4 Upon exercise of an Option or SAR, the Grantee may request in writing
that the Shares to be issued in satisfaction of the Award be issued in the name
of the Grantee and another person as joint tenants with right of survivorship
or as tenants in common.
12.5 All notices or requests provided for herein shall be delivered to the
Secretary of the Company.
13. EFFECTIVE DATE OF THE PLAN AND DURATION.
13.1 The Plan shall become effective on July 15, 1997, subject to
stockholder approval at the 1998 Annual Meeting of Stockholders of the Company
where such approval is required by applicable SEC or stock market regulations.
13.2 No Awards may be granted under the Plan on or after July 16, 2007
although the terms of any Award may be amended at any time prior to the end of
its Term in accordance with the Plan.
14. DATE OF AWARD
The date of an Award shall be the date on which the Committee's
determination to grant the same is final, or such later date as shall be
specified by the Committee in connection with its determination.
15. STOCKHOLDER STATUS
No person shall have any rights as a stockholder by virtue of the grant of
an Award under the Plan except with respect to Shares actually issued to that
person.
16. POSTPONEMENT OF EXERCISE
The Committee may postpone any exercise of an Option or SAR for such time
as the Committee in its discretion may deem necessary in order to permit the
Company (i) to effect or maintain registration of the Plan or the Shares
issuable upon the exercise of an Option or an SAR under the Securities Act of
1933, as amended, or the securities laws of any applicable jurisdiction, (ii)
to permit any action to be taken in order to comply with restrictions or
regulations incident to the maintenance of a public market for its Shares, or
(iii) to
<PAGE> 6
determine that such Shares and the Plan are exempt from such registration or
that no action of the kind referred to in (ii) above needs to be taken; and
the Company shall not be obligated by virtue of any terms and conditions of any
Award or any provision of the Plan to recognize the exercise of an Option or an
SAR to sell or issue shares in violation of the Securities Act of 1933 or the
law of any government having jurisdiction thereof. Any such postponement shall
not extend the Term of an Option or SAR. Neither the Company nor its directors
or officers shall have any obligation or liability to the Grantee of an Award,
to the Grantee's Successor or to any other person with respect to any Shares as
to which the Option or SAR shall lapse because of such postponement.
17. TERMINATION, SUSPENSION OR MODIFICATION OF PLAN
The Board may at any time terminate, suspend or modify the Plan. However,
no termination, suspension or modification of the Plan shall adversely affect
any right acquired by any Grantee or any Successor under an Award granted
before the date of such termination, suspension or modification, unless such
Grantee or Successor shall consent; but it shall be conclusively presumed that
any adjustment for changes in capitalization as provided for herein does not
adversely affect any such right. Any member of the Board who is an officer or
employee of the Company or a Subsidiary shall be without vote on any proposed
amendment to the Plan, or on any other matter which might affect that member's
individual interest under the Plan.
18. ADJUSTMENT FOR CHANGES IN CAPITALIZATION
Any increase in the number of outstanding Shares of the Company occurring
through stock splits or stock dividends after the adoption of the Plan shall be
reflected proportionately in an increase in the aggregate number of Shares then
available for the grant of Awards under the Plan, or becoming available through
the termination, surrender or lapse of Awards previously granted but
unexercised, and in the number of Shares subject to Awards then outstanding;
and a proportionate reduction shall be made in the per share option price as to
any outstanding Options. Any fractional shares resulting from such adjustment
shall be eliminated. If changes in capitalization other than those considered
above shall occur, the Board shall make such adjustment in the number or class
of shares, remaining subject to Awards then outstanding and in the per share
option price as the Board in its discretion may consider appropriate to reflect
such change in capitalization, and all such adjustments shall9 be conclusive
upon all persons.
19. DELIVERY OR SHARES IN LIEU OF CASH INCENTIVE AWARDS
19.1 Any employee otherwise eligible for an Award under the Plan who is
eligible to receive a cash incentive payment from the Company under any
management incentive plan may make application to the Committee in such manner
as may be prescribed from time to time by the Committee, to receive Shares from
the Plan in lieu of all or any portion of such cash payment.
19.2 The Committee may in its discretion honor such application by
delivering Shares from the Plan to such employee equal in Fair Market Value to
that portion of the cash payment otherwise payable to the employee under such
incentive plan for which a Share delivery is to be made in lieu of cash
payment.
19.3 Any Shares delivered to employees under the Plan in lieu of cash
incentive payments shall come from the aggregate number of Shares authorized
for use by the Plan and shall not be available for any other Awards under the
Plan.
19.4 Such applications and such delivery of Shares shall not be permitted
on or after July 16, 2007.
<PAGE> 7
20. LOANS
20.1 The Company may make loans to Grantees for the sole purpose of
exercising Option Awards under the Plan and meeting the Federal tax
consequences of such exercise. Such loans shall be subject to the terms and
conditions established by the Committee from time to time which shall in all
cases include those specific items contained in this Section 20 as well as such
other items as may be established by the Committee.
20.2 No loan shall exceed the exercise price of the option to be exercised
plus the amount of Federal income taxes reasonably estimated to be due at the
exercise of the option or within the next following seven month period.
20.3 No loan shall have a term exceeding five years subject to renewal at
the discretion of the Committee. Notwithstanding any other terms of the loan,
each loan shall be fully due and payable on the loan recipient's termination of
employment, except that in the case of termination due to disability, the
Committee at its discretion may extend the terms of the loan beyond
termination.
20.4 Interest shall be charged on the loan with a rate established by the
Committee but in no case less than an amount equal to any dividends payable
during the term of the loan on the Shares being purchased by the Grantee at the
exercise of the Option. Such minimum interest rate shall be determined by
dividing the dividends paid on such Shares during the preceding twelve months
by the Option price for such Shares.
20.5 If such a loan is made to a Grantee, the Company shall not deliver a
certificate or any shares purchased with the loan proceeds, until such time as
the loan is repaid.
21. NO-UNIFORM DETERMINATION
The Committee's determination under the Plan including, without
limitation, determination of the persons to receive Awards, the form, amount
and type of Awards (e.g. NQSOs, SARs), the terms and provisions of Awards and
the written material evidencing such Awards, the grant of additional benefits
in connection with any Award, and the granting or rejecting of loans or
applications for delivery of stock in lieu of cash bonus or incentive payments
need not be uniform and may be made selectively among otherwise eligible
employees, whether or not such employees are similarly situated.
22. TAXES
The Company is authorized to pay or withhold the amount of any tax
attributable to any amounts payable under any Awards, and the Company may defer
making payment of any Award if any such tax, charge or assessment may be
pending until indemnification to its satisfaction. This authority shall
include authority to withhold or receive Shares and to make cash payments in
respect thereof in satisfaction of an individual's tax obligations.
23. TENURE
An employee's right, if any, to continue in the employ of the Company or a
Subsidiary shall not be affected by the fact that he is a participant under
this Plan. At the sole discretion of the Committee, an employee terminated for
cause may be required to forfeit all of his rights under the Plan, except as to
Options or SARs already exercised.
<PAGE> 8
24. APPLICATION OF PROCEEDS
The proceeds received by the Company from the sale of its Shares under the
Plan shall be used for general corporate purposes.
25. OTHER ACTIONS
Nothing in the Plan shall be construed to limit the authority of the
Company to exercise its corporate rights and powers, including, by way of
illustration and not by way of limitation, the right to grant options for
proper corporate purposes otherwise than under the Plan to any employee or any
other person, firm, corporation, association or other entity, or to grant
options to, or assume options of, any person in connection with the
acquisition, by purchase, lease, merger, consolidation or otherwise, of all or
any part of the business and assets of any person, firm, corporation,
association or other entity.
26. GOVERNING LAW
The Plan and all determinations made and actions taken pursuant hereto
shall be governed by and construed in accordance with the laws of the State of
Delaware.
<PAGE> 1
Exhibit 5
CAHILL GORDON & REINDEL
80 PINE STREET
NEW YORK, NEW YORK 10005
(212) 701-3000
[ ] , 1998
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 1,400,000 shares of Common Stock, par
value $1.00 per share (the "Common Stock"), of the Yellow Corporation (the
"Company") which are to be awarded (an "Award") pursuant to the Yellow
Corporation 1997 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 accountants, we hereby consent to the incorporation
by reference in this registration statement of our reports dated January 28,
1998, included or incorporated by reference in Yellow Corporation's Form 10-K
for the year ended December 31, 1997, and to all references to our Firm
included in this registration statement.
ARTHUR ANDERSEN LLP
Kansas City, Missouri
[ ], 1998
<PAGE> 1
Exhibit 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints William F. Martin, and each of
them acting individually, as his attorney-in-fact, each with full power of
substitution, for him in any and all capacities, to sign any and all amendments
to this Registration Statement on Form S-8, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, and is hereby ratifying and confirming our signatures as
they may be signed by our said attorney to any and all amendments to said
Registration Statement.
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.
SIGNATURES
/s/ A. Maurice Myers
- ------------------------- President, Chief Executive Officer , 1998
A. Maurice Myers and Chairman of the Board
/s/ H. A. Trucksess, III
- ------------------------- Senior Vice President, Finance/ , 1998
H. A. Trucksess, III Chief Financial Officer and Treasurer
/s/ Klaus E. Agthe
- ------------------------- Director , 1998
Klaus E. Agthe
/s/ Howard M. Dean
- ------------------------- Director , 1998
Howard M. Dean
/s/ David H. Hughes
- ------------------------- Director , 1998
David H. Hughes
/s/ Ronald T. LeMay
- ------------------------- Director , 1998
Ronald T. LeMay
/s/ John C. McKelvey
- ------------------------- Director , 1998
John C. McKelvey
/s/ Carl W. Vogt
- ------------------------- Director , 1998
Carl W. Vogt
/s/ William L. Trubeck
- ------------------------- Director , 1998
William L. Trubeck
/s/ Cassandra C. Carr
- ------------------------- Director , 1998
Cassandra C. Carr
