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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) February 7, 1997
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ROADWAY EXPRESS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-600 34-0492670
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(State or Other Jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1077 George Boulevard, Akron Ohio 44310
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code 330/384-1717
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
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On February 7, 1997, Roadway Express, Inc. (the "Company") reached an
agreement for the acquisition of the business of Reimer Express Lines Ltd., a
corporation incorporated under the laws of Canada ("Reimer"), pursuant to a
Share Purchase Agreement, dated as of February 7, 1997 (the "Purchase
Agreement).
The acquisition will be effected through a combination of an asset
transfer and subsequent share acquisition. Reimer, through a wholly-owned
subsidiary ("Holdco"), will form a new operating company, Reimer Express Lines
(REL) Ltd. ("Newco"). Reimer will transfer all of Reimer's assets used in its
less-than-truckload ("LTL") business, including the capital stock of certain
subsidiaries, to Newco, and Newco will operate the LTL business. The Company
will then purchase from Reimer all of the outstanding capital stock of Holdco,
the parent company of Newco.
Under the Purchase Agreement, the Company will pay $15 million in cash
for Reimer. The Purchase Agreement also provides for additional consideration in
the amount of $10 million subject to Reimer achieving certain defined
performance criteria over a five-year period. Such consideration was determined
on the basis of arms' length negotiations between the parties.
The Company's press release issued February 7, 1997 is hereby
incorporated by reference and included as Exhibit 99 of this report on Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired: None
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(b) Pro Forma Financial Information: None
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(c) Exhibits:
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Exhibit
Number Exhibit
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99 Press Release, dated February 7, 1997.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ROADWAY EXPRESS, INC.
By: /s/ John M. Glenn
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Name: John M. Glenn
Title: Vice President-General
Counsel and Secretary
February 21, 1997
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EXHIBIT 99
FOR MORE INFORMATION CONTACT:
Roadway Express: or Reimer Express:
John M. Hyre Gerald F. Reimer
330/258-6080 204/958-5325
ROADWAY EXPRESS EXPANDS NORTH AMERICAN COVERAGE
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THROUGH AGREEMENT TO ACQUIRE CANADIAN CARRIER
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AKRON, Ohio -- February 7, 1997 -- Roadway Express, Inc. (NASDAQ: ROAD)
announced today that it has reached agreement for the friendly acquisition of
Reimer Express Lines, Ltd. of Winnipeg, Manitoba, Canada. The purchase, which
is subject to Canadian federal and provincial approvals, is expected to be
completed by the end of April, 1997.
Under the purchase agreement, Roadway will pay fifteen million dollars (U.S.)
for the privately-held Canadian carrier. The agreement also contains provisions
for additional payments, subject to Reimer achieving defined performance
criteria, over a five year period.
Linking Reimer, as a subsidiary, into Roadway's international system will
provide important benefits for the customers of both motor carriers. Roadway
will immediately and vastly expand its Canadian capabilities. Combining
Roadway's extensive network, state-of-the-art customer information systems and
quality processes with Reimer's developed operations, Canadian marketing
expertise and nationally recognized quality capabilities will provide unique
coverage and convenience for shippers in both countries.
In order to best serve the Canadian market, all Roadway business activity in
Canada will be handled within Reimer's operations and existing market identity.
Roadway's current Canadian subsidiary operations will be closed upon completion
of the purchase of Reimer. Customers of Roadway Canada can be assured of their
usual efficient service during that period.
Michael W. Wickham, President and CEO of Roadway Express stated, "Part of
Roadway's mission is to expand its international services. Acquiring a carrier
with the Canadian network and proven service reputation of Reimer Express is a
unique strategic opportunity for us. We are pleased that the Reimer management
team will stay in place and Dr. Reimer will continue to serve as Chairman of its
Board of Directors."
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"This acquisition will greatly enhance our ability to offer customers a seamless
transportation system linking the entire North American trading market.
Connecting our operations will instantly provide Roadway with extensive coverage
in the Canadian domestic market. Adding in Roadway's Mexican coverage, this
acquisition increases both carrier's capabilities to provide shippers
unparalleled international services between North America's three major
economies. Additionally, Canadian shippers will be able to access Roadway's
export services to sixty-five countries," Wickham added.
"Another significant issue that strengthens the association of our two companies
is the linking of Roadway's highly reliable, safe and efficient Teamster
workforce with Reimer Express' professional drivers and dockworkers, who are
also represented by the Teamsters in some classifications and by the Canadian
Auto Workers in others," Wickham concluded.
Dr. Donald S. Reimer, Chairman and CEO of Reimer Express stated, "We believe
this change provides increased opportunities for our customers and our
employees. Linking our company with Roadway's vast network means Reimer can
offer its customers access to the most developed and stable transportation
system available in North America."
"Reimer's Canadian shippers will now have unprecedented access to thousands of
points in the United States and Mexico, as well as the export opportunities
Roadway offers. Our employees are joining forces with a well-established,
international transportation leader. We are pleased with the future
opportunities this change brings us," Reimer concluded.
Headquartered in Winnipeg, Reimer Express Lines, Ltd. is a unionized common
carrier with operations in every province from British Columbia to Quebec. It
operates as a less-than-truckload (LTL) carrier providing jobs for 1,300 people
and had revenues of $85.4 million (CN$117 million) in 1995. Reimer's
headquarters will continue in Winnipeg and its current management structure will
remain in place. In order to best serve the Canadian market and the customers of
both motor carriers, Reimer will maintain its current market identity.
Founded in 1930, Roadway Express, Inc., is one of the nation's leading
less-than-truckload (LTL) motor carriers, providing service in two-day and
beyond, regional, national and international markets. Headquartered in Akron,
Ohio, Roadway is committed to offering the industry's most reliable, responsive
and efficient transportation services between all 50 states, Canada, Mexico,
Puerto Rico and Japan, plus export services to 65 countries on five continents.
For more information, the company can be contacted on the World Wide Web at
www.roadway.com or via E-mail: [email protected].
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