SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September 30, 2002
------------------
YELLOW CORPORATION
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-12255 48-0948788
--------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
10990 Roe Avenue, P. O. Box 7563, Overland Park, Kansas 66207
--------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (913) 696-6100
-----------------------------
No Changes.
--------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
Item 5. Other Events
Yellow Corporation (Nasdaq: YELL) today announced that it has completed the 100
percent distribution of SCS Transportation, Inc. (Nasdaq: SCST) to Yellow
shareholders of record (the "Spin-Off"). SCST shares have been distributed to
Yellow shareholders on the basis of one SCST share for every two Yellow shares
held on the record date of September 3, 2002.
As previously announced, the Spin-Off is structured as a tax-free distribution
for U.S. federal tax purposes, except to the extent a shareholder receives cash
in lieu of fractional share interests. No fractional shares of SCST common stock
will be delivered as part of the distribution, as cash will be paid in lieu of
fractional shares. Cash received in lieu of fractional shares will be taxable.
Beginning October 1, 2002, Yellow shares will trade on the Nasdaq National
Market under the symbol "YELL" with the value of SCST shares removed. On the
same date, SCS Transportation will begin trading as a separate entity on the
Nasdaq National Market under the symbol "SCST".
This press release contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. The words "will" and "structured"
and similar expressions are intended to identify forward-looking statements.
Yellow statements concerning the generally tax-free consequences of the Spin-Off
to Yellow shareholders are its expectations regarding this matter. Yellow has
received a private letter ruling from the Internal Revenue Service (IRS) that
provides some assurance regarding the tax-free nature of the Spin-Off. Even so,
this ruling is based on the accuracy of Yellow and SCST representations to the
IRS as to numerous factual matters and as to the intention of Yellow and SCS to
take or avoid taking certain future actions. SCST has filed a General Form for
Registration of Securities on Form 10, as amended (Form 10), with the Securities
and Exchange Commission ("SEC"). This Form 10 details certain federal income tax
consequences of the Spin-Off and the risk factors associated with achieving the
tax-free treatment of the Spin-Off. A copy of the Form 10 can be obtained from
the SEC website, http//www.sec.gov.
Yellow Corporation, a Fortune 500 Company, is a holding company with wholly
owned operating subsidiaries. Its largest subsidiary, Yellow Transportation,
offers a full range of national, regional and international services for the
movement of industrial, commercial and retail goods. SCS Transportation provides
overnight and second-day LTL and selected TL services to a broad range of
industries. Meridian IQ is a non-asset based company using web-native technology
to provide customers a single source for transportation management solutions and
global shipment management. Headquartered in Overland Park, Kansas, Yellow
Corporation employs approximately 28,000 people nationally.
SIGNATURE
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 hereunto duly authorized.
YELLOW CORPORATION
------------------------------------
(Registrant)
Date: September 30, 2002 /s/ Donald G. Barger, Jr.
--------------------------- ------------------------------------
Donald G. Barger, Jr.
Chief Financial Officer