SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 10-K/A
AMENDMENT NO. 1
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2001
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________ to __________.
Commission file number 000-32821
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ROADWAY CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 34-1956254
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(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
1077 Gorge 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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Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which Registered
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None n/a
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
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(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ].
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulations S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K [X].
The aggregate market value of the voting stock held by non-affiliates of the
registrant as of January 31, 2002 Common Stock, $.01 Par Value -- $ 471,034,500.
The number of shares outstanding of the issuer's classes of common stock as of
February 23, 2002 Common Stock, $.01 Par Value -- 19,396,640 shares
Explanation of Amendment
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Roadway Corporation (the "Company") is filing this Form 10-K/A ("Form 10-K/A")
as Amendment No. 1 to the Company's annual report on Form 10-K for the fiscal
year ended December 31, 2001 that was filed with the Securities and Exchange
Commission on March 28, 2002 ("Form 10-K"). Although only the disclosure with
respect to sales of unregistered securities is modified, the complete text of
Item 5 is included in this Form 10-K/A pursuant to Rule 12b-15 of the Securities
Exchange Act of 1934. Accordingly, Item 5 is hereby amended and restated in its
entirety as follows:
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
The information under the caption "Common stock" in the table headed
"Selected Quarterly Financial Data" on page 37 of the registrant's Annual Report
to Shareholders for the year ended December 31, 2001 is filed with this Form
10-K as page 38 of Exhibit 13, and is incorporated herein by reference.
On November 30, 2001, the Company completed a private placement of
$225,000,000 of 8 1/4% Senior Notes due December 1, 2008 in a transaction exempt
from the registration requirements of the Securities Act of 1933 pursuant to
Section 4 (2) and Regulation S. The company sold the Senior Notes to certain
qualified institutional buyers, within the meaning of Rule 144A, and certain
non-U.S. persons. The Company received approximately $223,000,000 in net
proceeds, after discounts of approximately $2,000,000 and other transaction
costs, from the issuance of the Senior Notes.
During 2001, the Company issued 5,075 shares of its common stock, par
value $.01 per share ("Common Stock") to members of the Company's medical board
as compensation for their services to the Company. This issuance was exempt from
the registration provisions of the Securities Act of 1933 pursuant to Section
4(2) of such Act for transactions not involving a public offering.
Also during 2001, the Company paid a portion of certain key employees'
compensation under the Company's Equity Ownership Plan in the form of shares of
Common Stock ("Restricted Stock Awards"). The Restricted Stock Awards were not
required to be registered under the Securities Act because they were issued for
services without additional consideration in a transaction not involving a sale
for value within the meaning of Section 2(3) of that Act. A total of 70
participants under the Equity Ownership Plan received an aggregate of 263,000
shares of Common Stock on January 1, 2001. One participant received 800 shares
of Common Stock on March 4, 2001 and two participants each received 1,000 shares
of Common Stock on June 4, 2001.
The Company also issued 120 shares of Common Stock during 2001 to three
of its retired employees as a bonus for their many years of service with the
Company. These shares of Common Stock were not required to be registered under
the Securities Act because they were
issued for prior services without additional consideration in a transaction not
involving a sale for value within the meaning of Section 2(3) of that Act.
In addition, the Company issued 100,022 shares of Common Stock to
participants under the Company's Union Stock Plan during 2001. Participants
under the Union Stock Plan received the shares of Common Stock as compensation
for prior services.
The Company also issued 171,134 shares of Common Stock to participants
in the Company's Employee Stock Purchase Plan. Participants under the Employee
Stock Purchase Plan purchased the shares of Common Stock from the Company in
monthly installments at a price of 85% of the market value of the Common Stock
on the last trading day of each month.
The Company issued the shares under the Union Stock Plan and Employee
Stock Purchase Plan in unregistered transactions without valid exemptions from
the registration provisions of the Securities Act. The Company plans to register
future issuances under the Union Stock Plan and Employee Stock Purchase Plan on
Forms S-8 and intends to conduct a rescission offer which will entitle the
purchasers of certain of these shares of Common Stock to a return of the
consideration paid for their stock.
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.
August 13, 2002 By: /s/ J. Dawson Cunningham
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J. Dawson Cunningham
Executive Vice President and Chief Financial Officer