UNITED STATES
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): August 23, 2007
Con-way Inc.
(Exact name of registrant as specified in its charter)
Delaware 1-5046 94-1444798
--------------------------------- --------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2855 Campus Drive, Suite 300, San Mateo, California 94403
--------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (650) 378-5200
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
On August 23, 2007, Con-way Inc. (the "Company") completed the previously
announced acquisition of Transportation Resources, Inc. ("TRI"), a privately-
held Missouri corporation, pursuant to the Agreement and Plan of Merger (the
"Merger Agreement") by and among the Company, Seattle Acquisition
Corporation, a newly formed Missouri corporation and wholly owned subsidiary
of the Company ("Merger Sub"), the Shareholders' Agent (as defined in the
Merger Agreement) and certain shareholders (the "Selling Shareholders") of
TRI. The acquisition of TRI was consummated by merging Merger Sub with and
into TRI with TRI surviving as a wholly-owned subsidiary of the Company. The
merger was consummated for $750 million in cash. The final purchase price is
subject to additional post-closing adjustments pursuant to and in accordance
with the Merger Agreement.
The description of the TRI acquisition set forth above does not purport to be
complete and is qualified in its entirety by reference to the Merger
Agreement that was filed by the Company as Exhibit 10.1 to the Quarterly
Report on Form 10-Q filed on August 7, 2007.
ITEM 7.01 REGULATION FD DISCLOSURE.
On August 23, 2007, the Company issued a press release announcing that it
completed the acquisition of TRI. A copy of the press release is attached
hereto as Exhibit 99.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
The financial statements required by Item 9.01(a) of Form 8-K will be filed
pursuant to an amendment to this Current Report within 71 calendar days after
the date on which this Current Report is required to be filed.
(b) Pro forma financial information.
Pro forma financial information required by Item 9.01(b) of Form 8-K will be
filed pursuant to an amendment to this Current Report within 71 calendar days
after the date on which this Current Report is required to be filed.
(d) Exhibits
EXHIBIT NUMBER EXHIBIT TITLE OR DESCRIPTION
-------------- -----------------------------------
EX 99 Press Release dated August 23, 2007
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 hereunto duly authorized.
CON-WAY INC.
By: /s/ Jennifer W. Pileggi
-----------------------
Name: Jennifer W. Pileggi
Title: Senior Vice President
General Counsel & Secretary
Dated: August 23, 2007