FILED BY ROADWAY CORPORATION
PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933
SUBJECT COMPANY: ROADWAY CORPORATION
COMMISSION FILE NO.: 000-32821
This document is being filed pursuant to Rule 425 under the Securities Act
of 1933 and is deemed filed pursuant to Rule 14a-12 under the Securities
Exchange Act of 1934.
FORWARD-LOOKING STATEMENTS
This document 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 "expect," "will," "look forward to"
and similar expressions are intended to identify forward-looking statements.
The expectations set forth in this document regarding accretion, returns on
invested capital, achievement of annual savings and synergies, achievement of
strong cash flow, sufficiency of cash flow to fund capital expenditures and
achievement of debt reduction targets are only the parties' expectations
regarding these matters. Actual results could differ materially from these
expectations depending on factors such as the combined company's cost of
capital, the ability of the combined company to identify and implement cost
savings, synergies and efficiencies in the time frame needed to achieve these
expectations, prior contractual commitments of the combined companies and their
ability to terminate these commitments or amend, renegotiate or settle the same,
the combined company's actual capital needs, the absence of any material
incident of property damage or other hazard that could affect the need to effect
capital expenditures, any unforeseen merger or acquisition opportunities that
could affect capital needs, the costs incurred in implementing synergies and the
factors that generally effect both Yellow's and Roadway's respective businesses
as further outlined in "Management's Discussion and Analysis of Financial
Condition and Results of Operations" in each of the companies respective Annual
Reports on Form 10-K for the year ended December 31, 2002. Yellow's plans
regarding the maintenance of the separate Yellow and Roadway brands and
networks, the continuation of the Roadway headquarters as a major operational
center, the focus on administrative and back office synergies and workforce
rationalizations are only its current plans and intentions regarding these
matters. Actual actions that the combined company may take may differ from time
to time as the combined company may deem necessary or advisable in the best
interest of the combined company and its shareholders to attempt to achieve the
successful integration of the companies, the synergies needed to make the
transaction a financial success and to react to the economy and the combined
company's market for its transportation services.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
Yellow and Roadway will file a proxy statement/prospectus and other relevant
documents concerning the proposed merger transaction with the SEC. Investors are
urged to read the proxy statement/prospectus when it becomes available and any
other relevant documents filed with the SEC because they will contain important
information. You will be able to obtain the documents free of charge at the
website maintained by the SEC at www.sec.gov. In addition, you may obtain
documents filed with the SEC by Yellow free of charge by requesting them in
writing from Yellow or by telephone at (913) 696-6100. You may obtain documents
filed with the SEC by Roadway free of charge by requesting them in writing from
Roadway or by telephone at (330) 384-1717.
Yellow and Roadway, and their respective directors and executive officers, may
be deemed to be participants in the solicitation of proxies from the
stockholders of Yellow and Roadway in connection with the merger. Information
about the directors and executive officers of Yellow and their ownership of
Yellow stock is set forth in the proxy statement for Yellow's 2003 Annual
Meeting of Stockholders. Information about the directors and executive officers
of Roadway and their ownership of Roadway stock is set forth in the proxy
statement for Roadway's 2003 Annual Meeting of Stockholders. Investors may
obtain additional information regarding the interests of such participants by
reading the proxy statement/prospectus when it becomes available.
The following documents are filed herewith pursuant to Rule 425 under the
Securities Act of 1933:
o Transcript of interview with Bill Zollars and James Staley, CEO of Roadway,
on "World Financial Report" program broadcast by Bloomberg TV on July 8,
2003.
o Transcript of presentation with Bill Zollars and James Staley to investors
and analysts on July 8, 2003, which is posted to Yellow's and Roadway's
website.
****
[BLOOMBERG LOGO]
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PROGRAM: WORLD FINANCIAL REPORT
STATION: BLOOMBERG TV
AIR TIME: 3:00 PM
DATE: JULY 8, 2003
LENGTH: 4:30
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KATHLEEN CAMPION, ANCHOR: One of the big stories today, Roadway shares are up as
much as 50 percent after Yellow Corporation agreed to buy its larger rival for
$966 million in cash and stock. Now for more on this story, Bloomberg's Suzie
Assad is at the St. Regis Hotel here in New York City with Yellow Corporation
CEO, William Zollars, and James Staley. He's the CEO at Roadway.
Suzie?
SUZIE ASSAD, REPORTER: Thank you very much, Kathleen. That's right. We've got
the two gentlemen who are sitting here with us today.
And, Bill, we'd like to start off with you. You are going to be paying $48 a
share for Roadway. That is a 60 percent premium. Why are you paying so much for
a company that just about a month ago had to cut its forecast by about half?
WILLIAM ZOLLARS (CEO, YELLOW CORPORATION): Well, actually, we looked at the
earnings forecast at Roadway. We thought Roadway was pretty undervalued in the
market. If you go back just six weeks, they were at about a $40 a share price.
So we think the $48 is a very good price for the company.
ASSAD: Some people are saying--some analysts are already coming out and saying
that this was an act of desperation, that this is why there was such a premium.
What do you say to that?
ZOLLARS: Well, actually, it's just the opposite. This is a situation where
you've got two companies that are operating very well, turning in really solid
earnings and it's a situation where we just think the combined companies can be
more successful than the companies separately.
ASSAD: Jim, you're really not combining the companies. You really decided to run
these two companies separately for the time being. Why did you decide to do
that?
JAMES STALEY (CEO, ROADWAY): Well, we think that that's the way we can best
serve the customer. We have great businesses in place as they are. We have
excellent services that we provide to our customers. We don't want there to be
any disruption.
This, combined, will be about a $6-billion transportation provider. We have
distinct capabilities in the various markets and we want to preserve those
capabilities.
ASSAD: The question though is what kind of economies of scale will you generate
if the two companies are separate?
STALEY: Well, we do think that there are significant back-office savings that we
can attain. There are purchasing activities that can take place that we think
will drive down our combined cost. So there are significant behind-the-scenes
savings that we envision.
ASSAD: Gentlemen, tomorrow you've got a really big meeting, and that is with the
head of the Teamsters Union. You've got a combined 40,000 employees, 85 percent
of which belong to the teamsters. What are you going to be telling them
tomorrow? Clearly, they are worried about job cuts.
ZOLLARS: Well, we're going to tell them exactly what we've been saying today.
And I had an earlier conversation today with Mr. Hoffa. We really want to talk
about the fact that we are going to continue to invest and build both brands,
that there should be very little impact on the frontline workforce, both sales
force and the people in operations, and that we're really doing this not only to
provide more shareholder value but to provide more benefits for customers and a
more stable future for our employees.
ASSAD: So the 40,000 will continue at 40,000 in terms of head count, or will
there be reduced numbers?
ZOLLARS: Well, they should continue just about at the same levels they are now,
but really the goal here is to grow the company and grow the workforce over time
by being more successful as we move forward.
ASSAD: Bill, last time you talked to us--it was about a month ago--and when we
asked you about how things were going, you said you were just starting to see an
incremental improvement in the business.
ZOLLARS: That's right.
ASSAD: How's it going now?
ZOLLARS: It's still about the same. We have seen a pickup in volume, primarily
from our manufacturing customers. We've got about 70 percent of our customer
base in manufacturing. We really believe that the weak dollar is starting to
have an impact on them and that we see the beginning of a recovery there.
ASSAD: Jim, in terms of the names, are you planning on maintaining and keeping
the two names, and for how long?
STALEY: Yes, and I'm very pleased about that. You'll continue to see Roadway
trucks on the highway. The corporation will be Yellow Roadway Corporation. We'll
maintain our identity. We'll continue to run the Roadway company, the Roadway
trucks up and down the road. So I think our employees should feel very good
about that.
ASSAD: How long has this been in the making? When did you two get together?
ZOLLARS: It's been going on now for about two months. I think one of the things
that we concluded right at the beginning was that we wanted the Roadway
management to be as excited about this opportunity as we were. And really,
that's where the discussion started, is talking about the strategy and the fact
that we thought we would be very well positioned competitively in this very
competitive transportation industry by combining the companies. But it was about
a two-month--two months ago that we started discussions.
ASSAD: All right. Well, we thank you for joining us today.
ZOLLARS: Our pleasure.
STALEY: Thank you.
ASSAD: Kathleen, we send it back over to you.
CAMPION: All right, Suzie, thanks very much.
That's Suzie Assad talking with the boss at Yellow Corporation, Bill Zollars,
and the boss at Roadway Corporation, James Staley.
BROAD STREET, INC.
"YELLOW ROADWAY ANALYST MEETING 7/8/03"
TAPE #1
STEVE:
Good afternoon. If I could ask people to-- to get settled in, please. We'll get
started here in just a second.
Good afternoon and welcome to the Yellow Roadway analyst meeting and conference
call. During our presentation we'll make certain forward looking statements
regarding our outlook, regarding various matters in our plans for the
transaction in the combined company. Our outlook o-- in these forward looking
statements are subject to various risk factors. We will try to highlight these
risk factors as we make these forward-looking statements.
However the format of the call prevents-- a more thorough discussion of these
risk factors. For a full discussion of these risk factors, please
PG. 2
refer to both Roadway Corporation and Yellow Corporation's annual report, 10K,
10Q, and in particular, the forward-looking disclosure in the news release
announcing the transaction. Alright, today will be-- a brief presentation. We
want to allow time for-- for Q&A.
And-- speaking today will be Bill Zollars, the chairman, CEO, and President of
Yellow Corporation; and Jim Staley, President and CEO of Roadway Corporation.
With that I'll turn it over to Bill Zollars. Thank you.
BILL ZOLLARS:
Thanks, Steve. And welcome, to all of you. Appreciate you takin' some time to be
with us this afternoon. I'm gonna run through some slides-- in about a 15 minute
timeframe, and then-- Jim and I are gonna come up and-- well, Jim's gonna come
up. We'll be happy to answer questions.
PG. 3
And then at 5:15 I'm gonna have to leave, because I'm being-- beaten up by
Kudlow & Kramer (PH) at 5:30. But I'll leave Jim here to do battle for as long
as you're interested in asking questions. It's obvious we've got some work to
do on the logo. Doesn't look quite right. So I think you'll see that, among
other things, as we go forward.
This is the way the-- the new company will look. We do-- really think this is
the right strategy with the right partner at the right time. I spent a lot of
time-- talking about that on our conference call earlier today. The new company
will be made up of Yellow Transportation, Roadway Express, New Penn, Reimer, and
Meridian IQ as operating companies-- supported by the technology-- of both
companies.
I'll just remind you that in-- in terms of Yellow strategy-- we started about
six years ago focusing on-- developing a leader in global transportation
services. And we think this is
PG. 4
another excellent step in that direction. We are going to be focusing-- this
acquisition on capitalizing strengths-- capitalizing on strengths, I should
say-- and minimizing risk.
And that's a really good thing because even though there are tremendous
opportunities here-- from a synergy standpoint and from a revenue generation
standpoint, there's nothing we have to do right away to make this deal make
sense. So we've got a very thoughtful approach in mind in order to capture the
synergies on the cost side. And we're gonna continue to invest in and build both
brands as we go forward. Why? Because those brands have a lot of equity. They've
got lots of loyal customers associated with each brand, and we really don't want
to jeopardize the brand equity and the customer loyalty we have there.
This really does strengthen our competitive position. We will now become the
biggest US based company focused on big shipments. And it
PG. 5
really puts us in a category that allows us to compete with anybody. We're gonna
continue-- to develop new services across-- the new corporation. We're gonna
continue to focus on growing premium services, both because they give us access
to growth segments that are growing faster than our core business as well as
because they allow us to improve our margins. And we're now gonna have a whole
new group of customers that we can bring non-asset transportation management
solutions to.
The benefits for the customer are really important. The first benefit is not
much is gonna change. Their relationship with Yellow or with Roadway remains
just as it is today. We think that's really important because we don't want to
do anything to disrupt that relationship. They will continue to be supported by
industry-leading technology. The scale of the new company gives us the
opportunity to make more-- effective investments in technology across a much
bigger
PG. 6
base of customers. That's gonna be a-- a key to the future from a technology
standpoint. We are gonna have a stable work environment for our employees. As
we've said now several times, we're gonna operate these companies independently,
which will mean very little impact on the frontline employees-- for either
company.
We have taken advantage, we think, of-- the situation in the financial markets.
Debt markets have never looked better. This is part of all the planets being in
alignment to make this deal-- really attractive at this point in time.
And the last thing on this slide is really important. These two companies now
can really take advantage of the operating leverage inherent-- in both companies
as the economy recovers. But the real bottom line here is we believe that the
companies will be more successful together than they would be separately. That
we'll be able to provide better
PG. 7
customer service, a broader portfolio of services, and build shareholder more
quickly as a result of this acquisition.
You've all been through the highlights of-- the deal, but let me just repeat
those-- $48 dollars a share. There's been some question about that. Frankly
after-- looking at-- at the way the market has treated Roadway over the last--
six weeks or so-- we felt that they were being undervalued-- for a second
quarter miss. We think that the long term earnings stream is very consistent
with a $48 dollar share price.
It's gonna be 50/50 in terms of stock and cash. The exchange ratio .962. There
is a 15 percent collar and a 33 percent walk away. We do expect to have
accretion after 12 months. The accretion required-- I'm sorry, the synergy
required to make this deal accretive is only $30 million bucks. Our most
conservative approach in terms of synergy on the cost side generates $45
PG. 8
million, so we should be able to make this accretive-- pretty easily. The longer
term synergies-- approach $125 million even on the conservative case. And I
wanna come back and give you a couple othe-- other examples of synergy later
because there's just a tremendous opportunity here for synergy that we haven't
spent a lot of time talking about in our more public discussions for obvious
reasons.
We do have committed financing in place. The financing is b-- gonna be a
combination of bank debt-- and bonds. And we're still trying to-- decipher what
the best balance is between the two. We will end up with-- three of the current
Roadway Corporation board members joining the Yellow board. Our board is small
today at seven people: six outside directors and me. We will be adding-- Frank
Doyle, John Fiedler, and Phil Meek from the Roadway board to our board. So we'll
wind up with a 10 person board with non-- nine outside directors.
PG. 9
Scale and capability is what this all about it. It does-- give us a six Billion
dollar company that will be able to compete with anybody in the business. We are
the biggest US based company, as I said, focused on big shipments. We will have
about a six Billion dollar revenue stream, 'bout 48,000 employees. Obviously,
very significant North American networks across both companies. And then very
broad-- global business-- and non-asset based business as well.
We're gonna be expanding our market-- through the complimentary services that--
we do provide. I've already talked a little bit about that. We do have--
different strategies on Next Day. I just wanted to take a minute and talk about
that, between the Roadway approach and-- and what Yellow has been-- thinking
about doing. As you all know, Roadway acquired New Penn. That's a very good
company. It's very successful operating in the northeast. But you should look
PG. 10
for us buying any more regional companies at this point. We will continue-- to--
have the success of New Penn as part of the corporation-- but we will not expand
that regional strategy.
On the Yellow side, we will continue with our plan to enter the next day market
through the current Yellow network. And you'll hear more about that as-- we go
through the year. Our global freight forwarding and customs brokerage service is
gonna be significant with the combined company. Trade show business-- in other--
markets that we currently serve-- other specialty markets-- will also become
obviously much larger in scale. (COUGHING. And then of course, we do have a
whole new set of customers, as I said-- that can benefit from the management--
transportation management solutions at Meridian IQ.
Technology is a big part of the benefit here as well. We're able to spread that
technology
PG. 11
investment now over a six Billion dollar customer base as opposed to a three
Billion dollar customer base. We continue to-- lead in providing-- state of the
art customer service capabilities. This allows us to do even more of that. We
can spread-- improvements in-- in service, the costs associated with those over
a broad s-- a broader business base as well. As well as our e-commerce
connectivity-- with our customers and our trading partners. technology teams.
It's gonna allow us to be-- much more focused in our technology investment-- and
do a much better job for our customers as a result of that.
This is a-- a quick pie chart of the way the business breaks down-- in the
combined companies. We obviously have significant market presence. We are in all
industry segments. Yellow has a little bit more of a-- of a-- concentration in
manufacturing-- than Roadway. And that's-- a difference in the-- in the-- two
profiles of the
PG. 12
companies. But we do have very similar lengths of haul, very similar way for
shipment. You wouldn't expect those to shift around-- too much.
The com-- combination here gives you 53 percent in the national category, about
28 percent in the-- in the more regional markets. 13 percent in specialized
services today, and that's a very fast growing segment of both companies. And
then-- a smaller truckload business, which also-- will-- will be growing.
This is an accretive transaction, as we've said, if we generate just $45 million
in synergies. And we've got-- on this chart-- that $30 million is all it takes
to be accretive. That's really a miniscule savings on a six Billion dollar base.
And I wanna talk to you about a couple of examples of bigger synergies that are
out there that we-- we really haven't talked about publicly-- because we've got
lots of audiences-- in this particular deal. And these synergies are
PG. 13
likely to be longer term in nature. In fact, they're not likely. They will be
longer term in nature.
But just to whet you appetite a little bit-- between Roadway and Yellow, we
spend about two Billion dollars on we call "line-haul," moving shipments between
cities. There's really no requirement for branding in that kind of a situation.
The pick-up and delivery function-- is really where the branding comes into
play-- but the line-haul portion of the process really could be generic.
With the a two Billion dollar cost target there-- you don't have to let your
mind wander too far about savings to generate just tremendous cost synergies.
And that's one-- one-- example that just comes to mind. There are many others
like that. There are some synergies on the revenue side, obviously, that we have
not talked about, that are very significant.
PG. 14
So I just want you to know that, y'know, even though we haven't talked a lot
about bigger synergies than these numbers, we realize that on a six Billion
dollar cost base, we oughta be able to get five to 10 percent or we probably
have the wrong people leading these companies. We're aware of that. We're gonna
find those synergies, and we're gonna go after those in a prudent manner.
The process for that is gonna be to put synergy teams in place in all kinds of
different areas and have those synergy teams hunt those synergies out, put an
implementation plan in place to get 'em, and then deliver those synergies. So
even though you see $45 to $125 million here, what you should have in your mind
is a much bigger number over a-- a longer term basis as we start to attack some
of the bigger cost-- centers in the business and manage the revenue-- piece
little bit better.
PG. 15
This should be accretive in 12 months even with the synergies you see on this--
on this slide. We also-- are gonna be p-- in a position, we think, because of
really strong cash flow, to pay down debt very quickly. This is a pro forma
balance sheet, which shows that-- by the time we get to the end of 2004, our
debt to EBITDA ratio should be under two. Our debt to capital ratio should be in
the low 40s.
And I might also mention that between now and the end of the year when we expect
this transaction to be completed, both companies are gonna be in the process of
paying down debt. So the balance sheets are only gonna get stronger between now
and the end of the year. And it gives us a new starting point-- for the balance
sheets.
We also expect that our return on invested capital-- will be above the cost of
capital within 12 months. So just in summary of-- of the
PG. 16
combination here-- it's really taking two companies that are doing extremely
well today, and putting them together in a way that's gonna allow us to grow the
combination faster than we would be able to grow the companies individually. It
also puts us in a completely different competitive from a long term strategy
basis.
We think there are gonna be significant benefits for customers as we-- begin to
invest in this new corporation, but at the beginning, what we're trying to focus
on is lack of disruption-- for either our employees or for customers, to make
sure that we don't put any c-- any customers at risk. We are gonna be looking at
the synergies-- and leveraging the strengths of the two companies. We're looking
at this from a best practice standpoint. Y'know, we are gonna eliminate backroom
processes, but we're gonna take the company that does a particular process the
best, and then close it down in the other company. So there will be-- processes
that will
PG. 17
be taken from Roadway and transplanted into Yellow. And we will have processes
at Yellow to transplant into Roadway.
We've already talked enough about he cost synergies and-- and the additional
synergies available is-- is really an understatement. And-- I think you can come
to your own conclusion of what the-- what the potential might be there. And then
new growth opportunities, again we're-- we're gonna be able to do more of that
with a six Billion dollar base-- and a much larger set or customers-- than we
would be able to do separately.
And then finally, the incremental margin. The operating leverage on these
businesses, as you all know, is very significant. We haven't even begun to see
the impact of that. We got a little taste of it when CF went out of business
last year. I think everybody in this room liked that a lot. As the economy
recovers, you're gonna see
PG. 18
the same sort of incremental margins-- because of that operating leverage.
So in conclusion, we think it's the right strategy. We think we've got the right
partner, and we think the timing is right. The right partner was really
important here in the sense that-- we wanted to make sure right from the
beginning that Jim and his team would be as excited about the potential here as
we were. Because we felt the only way to really maximize the success of the
joint company was to make sure that everybody was really pumped up about the
future.
Fortunately-- for us Roadway has-- looked at this opportunity in exactly the
same way we have. And-- I want Jim to come up now and-- and join me-- for the
Q&A, and I wanna publicly thank Jim for, I think, doing a tremendous job of
taking a long term view of this and-- really putting the future of the company
and the employees at the--
PG. 19
at the foreground of this decision. So, Jim, come on up. And we'll be happy to
answer any questions. Yes.
QUESTION:
Bill, just a question (NOISE) you keep referring to long term and long term, all
these-- there are (UNINTEL) in 5 years, or is it, y'know, 2005? And then
secondly, on your line-haul example, which obviously makes a lot of sense--
there's obviously more of those-- presumably that would mean less line-haul
drivers. And presumably the Teamsters Union might want some say in that. So,
could you help us out with long term, and then looking at the big synergy pot--
how much buy-in do you need from the Teamsters?
BILL ZOLLARS:
Sure. And Greg, we've been purposefully vague-- because-- for two reasons. One
is-- and-- and probably the most important reason, we just don't know. I think I
our number one job, right now, is to make sure that we keep p-- people focused,
and we hang on to our customers. And that's
PG. 20
gonna be job one-- I think for awhile. And I don't know what awhile means, but
it's probably at least a year.
And then, as we go through the process of looking at these synergies, we'll
obviously be opportunistic about what we go after, and the timing tha-- that we
go after those particular synergies. Obviously anything that impacts the
Teamster workforce is gonna be something that we're gonna have to think about
and talk to the Teamsters about. So, y'know, we-- we're gonna need to make sure
that-- that-- we've got the right risk/reward opportunity balance there. But we
are gonna find those opportunities, and we're gonna go after 'em-- in a-- in a
timely way once we identify 'em, and once we have found a way to de-risk some of
those opportunities. And, Jim, I-- you probably want to comment on that as well.
JIM STALEY:
Well, Bill's absolutely right. We-- anything we do that involves the Teamsters
Union will be well
PG. 21
thought out. And we won't proceed unless we've got-- acceptance of our idea,
complete buy-in, complete understanding. And those are discussions that are down
the road. We-- we've got a meeting tomorrow with Jim Hoffa (PH) in Washington.
Our goal there is for him to see-- how important this is to the organization--
to his organization as well as to ours. And I think we'll be successful in
conveying that. What we're creating is a-- a company that has-- roughly 35,000
Teamster employees, I guess, and-- it's important that our employees understand
that this is something that can provide-- can provide greater job security and a
great growth opportunity if we do it right. And it's to the-- in the Teamsters,
best interest to-- understand what we're trying to do and be supportive of our
efforts going forward.
PG. 22
QUESTION:
(UNINTEL) it is 2005, should we-- at that point in time, should we be seeing
some of these example your talking about, or is that even aggressive.
BILL ZOLLARS:
Y'know, I-- I think i-- it's tough to tell right now. And the reason I say that
is because-- I'm not sure, y'know, what the world is gonna look like in 2005. I
would think that's a reasonable expectation-- y'know, what we're gonna be
focused on doing is growing this business so fast that nobody sees any reduction
in jobs. In fact we see a creation of more and more jobs as the company is more
and more successful. So, y'know, hopefully anything we-- we do to reduce the
number of jobs through synergy, we will be able to create additional jobs
through growth.
QUESTION:
Hi, guys. David Mack (PH). Could you go into specifically what you're doing,
starting today, to head off any type of-- freight diversion to competitors from
customers who are concerned-- and also how does this change-- y'know, when you
PG. 23
look at your top five or top 10 customer lists-- how does that mix change now on
a combined basis?
BILL ZOLLARS:
Lemme start and then I'm sure Jim'll wanna-- wanna comment. Y'know, the best way
to hang on to customers is to continue to do a really good job for 'em. So
that's-- that's our focus, and that's why we've gone out of our way to say we're
gonna invest in and grow both brands. And that we have no plans to change the
separate operat-- operations of the two companies. We think that's the best way
to hang on to customers is to continue to do a good job for 'em.
There is some customer overlap, but, y'know, a lot of the business-- between
Yellow and Roadway has been-- us supplanting each other as the primary provider
where we do have common customers. So, y'know, that's-- that's something that
has happened in the past, and it-- and it's probably gonna continue to happen.
The good news is that, y'know, the-- the overlap is not as
PG. 24
great as you might expect-- in our businesses. And even where we do have
customer overlap, it's usually with one of us in the lead role and the other one
in the support role.
So, y'know, the-- even though at first glance it may seem like-- there's an
opportunity here for-- for customer churn, I think we're gonna do everything we
can to continue to serve customers as best we can and not give 'em any reason
to-- to think about going anywhere else. And Jim, you might wanna add to that.
JIM STALEY:
The-- the customers do business with us right now for a reason. It's a
combination of service and price and ultimately it's the value equation. There's
nothing in this deal-- unless they don't like the logo-- nothing in this-- this
deal that-- changes why they do business with us. And our sales representatives
will be in front of our customers explaining that-- that nothing changes. The
sales support is the same. The customer
PG. 25
service activity is the same. Level of service, transit service is the same. So
the customers should have-- no concern about this. I think the customer-- could
be enthused about the financial stability that we bring to a-- an industry,
through this combination, that has been suspect in the past.
QUESTION:
Thanks. Ed Wolf, Bear Stearns. Why should revenue growth pick up? I mean, LTL
has been losing market share to other modes for a long time-- other than Con
Freight contributing to revenue we haven't seen it. So why does one plus two
equal more than three?
BILL ZOLLARS:
Yeah that-- that's a really good question. I think there're a couple answers to
that. I think i-- in the short term-- it's a matter of economic recovery and
growth in our premium services. At Yellow, y'know, we continue to see growth in
premium services in the 50 percent kinda range. And-- and the numbers are
getting reasonably big.
PG. 26
Exact Express is now $150 million dollar business, and-- and so, y'know, it's
becoming material. So, y'know, the international business is growing very
quickly, the non-asset base business is growing very quickly, the premium
services are growing quickly. And then when you thrown on the inevitable
recovery in the economy, we're gonna see growth in our business. And I'm sure
the situation is-- is very similar in Roadway.
QUESTION:
I saw a headline come across-- and sometimes you lose track of what's fiction
and what's real-- but it said something to the effect of-- "two percent of
employee headcount going away." is that a real number? And where did that come
from? And--
BILL ZOLLARS:
Yeah, I-- I made-- I-- I probably plead guilty on that one. W-- people were
trying to get a sense for, y'know, what sort of workforce reduction, and-- and
what I said was, "This whole thing is
PG. 27
not about-- combination and consolidation in the normal sense of that word.
We're not slamming two companies together and trying to rip out a lot of cost as
a way to make this make sense. What we are gonna do is look for, as I've already
said, processes that we can combine and leverage and, y'know, purchasing power
that we can combine and leverage. And the upshot of all of that should be no
more than a one to two percent reduction in work force at today's volume." But I
also would make the point that we are gonna try and grow the company so that
we're not reducing jobs but adding jobs. But that's where that "one to two
percent" came from.
QUESTION:
A-- and what kinds of jobs can y-- repeat that again, the "one two percent--"
BILL ZOLLARS:
Yeah, I-- y'know, there are-- there are processes that both Roadway and Yellow
have just to-- to be in business, and they involve things like payroll and
managing insurance and workman's comp. And
PG. 28
y'know, we have-- both have purchasing organizations. And those are things
that-- that don't touch the customer, but, y'know, they generate costs to
support the business. And in many ways it-- it doesn't cost much more to support
a six Billion dollar corporation than it does a three Billion dollar
corporation, when you're talking about functions like that. So those are the
kinds of things we're talking about.
QUESTION:
'Kay. And then one last one and then I'll hand it over. But-- you mentioned in
your opening remarks about the ability to leverage Yellow's technology over the
bigger company. Is it your perspective-- that Yellow's technology is-- well in
advance of Roadway's? That you've spent more money? That there's some advantage
that you can bring to Roadway?
BILL ZOLLARS:
No, if I said that, ed, I didn't mean it. What I mean was (COUGHING) we're gonna
leverage the
PG. 29
combined technologies and-- and, y'know, there's some really technology at
Roadway. We have some really good technology, and the idea there is to leverage
the best of both. John.
QUESTION:
Thanks-- thanks, Bill. Certainly the regulatory aspect is key to getting this
deal done. Can you just elaborate a little bit on-- on what key points will you
try to persuade-- or use to persuade the regulators when they look at this
transaction. That this should be looked at a piece of a six hundred Billion
dollar industry, and not much a smaller national LTL industry. And as an
offshoot of that, if they come back to you, and argue that you have to divest
certain assets in order to fit into some-- some scale that-- that they'll allow
the deal to go through, is that almost a blessing in disguise as part of the
synergy-- synergy-- y'know, achievements?
BILL ZOLLARS:
All would depend on which assets they asked us to divest, I guess. But-- but
lemme start at the
PG. 30
beginning of your question, john. Y'know, our business now is a lot more than
just LTL, and-- and that's where we start the discussion. Y'know, we're in the
expedited business, we're in the international business, we're in the non-asset
business, the truckload business. And-- and in fact, our competitors are very
different depending upon that-- those different segments. So we really are
participating in the whole $600 Billion dollar transportation industry.
Even if you were to just take a look at LTL, it's still a $30 Billion dollar
industry, and we're gonna be $6 Billion of that. But the other thing that--
that, y'know, we can point to whoever's interested is that, y'know, this
industry has been declining every year, as Ed pointed out, for ten years, or
more. Maybe 15. So it-- it's hardly a situation where-- you can say that we are
in a position to dominate a very vibrant industry. To the contrary-- we're
trying to-- to really ensure our future by building some scale
PG. 31
to be able to continue to compete in the segment of the market that is-- is
going down and developing-- faster growth in the parts of the market that are--
that are growing. And that'll be our discussion.
QUESTION:
Okay. In-- in taking a look-- integration risk is certainly, anytime you look in
transportation-- I can count on one hand the number of successful transportation
integrations. When you look at the potential integration risk, what are the two
or three things that keep you up at night? And is there anything from an
operational standpoint that hinders you from beginning to do business o--
y'know, from an back-office business or a line-haul basis? A-- anything as
simple as their trucks won't fit in your terminal doors. I-- I'm just talking
about even the basics that-- that you worry about.
MALE VOICE:
Yeah, I think, y'know, you-- you put your finger on it, John, I think. And one
of the things
PG. 32
that's driven our strategy is the fact that we think that-- that-- the demise
of-- of most of the mergers-- really have been a result of having to get
synergies faster than is prudent. And as a result leaving a lot of carnage--
along the way. And that's really from the beginning been one of the things
that-- that we've tried to avoid by saying, "Look, our focus is gonna be on no
customer disruption, no employee disruption, and the investment and nurturing of
both brands."
Having said that, if we do that, can we still make this make sense. And we've
convinced ourselves, that not only does it make sense, it makes a lot of sense
and-- and the potential is-- is huge. The things I worry about. I worry about
our employees getting distracted in the short term. That's one of the reasons
why Jim and I have-- have spent a lot of time over the past few days putting
together a really solid communication plan with our employees, to make sure they
understand the (NOISE) strategy, to
PG. 33
make sure they don't read into this some sort of a massive integration, which we
have no plans to do. And to make sure our customers feel good about this.
Communication with them is vital, communications with the employees are-- are
vital, and frankly communications with the-- with the investors are really
important. So that's where we spent most of our time, talking about-- making
sure we reduce the risk to the lowest possible level and making sure that we can
communicate the good stuff about this to the employees, the customers, and the
investors. Jim, why don't you--
JIM STALEY:
I-- I certainly agree that-- our employees-- being distracted is an issue. I
expect they were very distracted today. Don't know that we accomplished a whole
lot in our terminal facilities today. And-- and we have to make sure that our
employees see the value in what we're doing. That-- that is a big issue.
PG. 34
No question this event-- was unsettling to the Roadway people because it's an
event that they never expected to happen, but I expect equally unsettling at
Yellow Corporation. So Bill and I have worked hard to make sure that we have the
right message to our people-- that they-- will see as we go forward that it's
something that they can have confidence in. That the plan we have-- that we put
together will work.
The-- the discussion that we have about synergies-- is something that's very
important in terms of how we implement that-- how we put together synergy teams
and-- and the support that we give those teams and-- really do let best
practices surface. And then make hard decisions about where work ends up and
who will do it. And-- and at what pace we will do that. So I think Bill and I
are equally mindful of the-- the challenges that we face.
PG. 35
And it's-- y'know, the financial deal is done, so to speak. Now it's the
implementation and execution and it-- deals-- with our employees. And we have
50,000 employees that now wonder what the-- what their future as a part of the
Yellow Roadway Corporation. We're gonna work very hard to make sure they have a
optimistic view. Bill and I certainly have an optimistic view, and we're gonna
let them understand why.
QUESTION:
Hi, Ken Hext (PH) here from Merrill Lynch. Just-- obviously you've talked to
analysts a lot today. Ha-- have you had a chance to talk to any of your largest
customers to see-- if there's any immediate takeaway from-- from them? What
percentage are your-- your top five to 10 customers of the business? And then--
I just have a following question?
BILL ZOLLARS:
Okay. I personally, Ken, haven't talked to any customers today, but I know that
a l-- many members of-- of the Yellow team have talked to customers. And I'm
sure the same is true-- at
PG. 36
Roadway. In terms of the customer concentration. Y'know, our biggest single
customer is about five percent of our total revenue. So it's a very-- the
concentration-- we don't have a very great concentration in our customer base.
It's a very diverse customer base. And, Jim, you wanna--
JIM STALEY:
I have not talked to any customers today, but-- we have made our field
organization well aware of the fact that we will want to respond to any customer
if it needs a senior official of either company to talk to them and assure them
that we're doing the right thing. So we'll be very busy with that when we leave
here, I'm sure.
QUESTION:
Great. And Bill, you -- you've mentioned in the past that you're starting to
see-- I think you said on the call six to eight weeks-- of a rebound in
manufacturing on-- on the earnings portion of the call, Roadway commented that--
that both retail and manufacturing are not seeing much of the growth. Are there
certain areas of
PG. 37
manufacturing that you're seeing the growth in, or is it just that you've taken
business from Roadway and therefore you're not seeing the growth?
BILL ZOLLARS:
No, I don't think it's a market share shift. I think it's-- it-- it's a
difference in customer mix. (NOISE) And I wish I could be more definitive. I
don't think it's any specific industry, and it's not any specific part of the
country-- but we have seen volume pickup in-- in our customer base that's
associated with manufacturing.
And-- and I may have mentioned to some of you that, y'know, kind of an anecdotal
piece of information for me is I'm on the national association manufacturers
board. A year ago, everybody was forecasting things to get worse. About a month
ago when I was there-- actually more like three weeks ago-- we went around the
table at the executive committee-- and about 30
PG. 38
manufacturers represented there, everything from small manufacturers to Dupont
and Kodak and-- Goodyear, people like that. And as we went around the table I
just asked as a sanity test, "How's your business?" And-- the increase in
volume-- and I'm not talking about revenue now; I'm talking about volume--
ranged from three percent to 20 percent a-- against those 30 companies that are
kind of representative of-- of every part of manufacturing.
So, y'know, to me that was a sanity test that said, "Okay, maybe what we are
seeing is real." And-- and they confirmed that, yeah, they have seen the turn
around in the last two months.
QUESTION:
And then, last question is-- is on-- pricing, just cause I know there was a lot
of talk on this on the call. I'm just trying to clarify that there's still gonna
be competitive actions going on between Roadway and Yellow to get in the
customer's door. How do you view that now as a
PG. 39
combined company that-- to watch over your margins, is there anything you can
think-- okay, not immediately, because you don't wanna mess with the customer
interaction currently. But-- what kind of-- i-- is there kind of a-- a baseline
price that you say, "Okay, neither company can go below?" Or how do you manage
that process so you don't keep destroying the margins within the business?
BILL ZOLLARS:
Well, I think, y'know, as Jim has said, this is all about value. And pricing is
certainly a piece of the value that we're delivering to customers. I-- I--
y'know, we've got-- competition in the marketplace today. We will have
competition in the marketplace-- after this deal closes, and-- and it's just a
simple as that. From a customer standpoint, nothing's gonna change.
QUESTION:
Just a quick question. You guys-- said that you anticipate a six month till
closing. Did you
PG. 40
guys a-- approach the regulators before the transaction was announced.
BILL ZOLLARS:
No.
QUESTION:
No. Is there a divestiture allowance in the merger agreement.
BILL ZOLLARS:
I don't think we have any divestiture allowance. I have to ask somebody who
knows more about the details. I'm seeing a lot of blank stares. My guess is no.
QUESTION:
No.
BILL ZOLLARS:
We don't have any divestiture allowance.
QUESTION:
Okay. What are the markets that you guys have the highest overlaps in that you
see--
BILL ZOLLARS:
Y'know, I--
PG. 41
QUESTION:
--I'm just anticipating the six months you clearly anticipate a second request.
BILL ZOLLARS:
Yeah, I-- we're anticipating that because we wanna be conservative in our
approach. We may not get the second request. We just don't know. But we're
building it into the timeline, so that if we beat that, everybody's happy. It--
it really varies in terms of overlap. I don't think we can say, "Well, it's in
this part of the geography or this segment of the economy." It's just-- it
varies. And as I said, in most cases it's one of us as the primary and the other
as the back up.
QUESTION:
The deal in the-- is subject to financing? Can you go into a little-- is there a
bridge loan in place? Are you gonna do a public debt offering--
BILL ZOLLARS:
We have-- we have a-- we have committed financing, and-- the only-- really--
thing left
PG. 42
to do is decide what the balance is gonna be in that committed financing
between, y'know, bank debt and bonds. And-- and we're working through all that.
And who's gonna be the-- y'know, the-- who's gonna participate. We do have
committed financing.
QUESTION:
And do the Teamsters have to give their blessing to the transaction--
BILL ZOLLARS:
No. Questions
--in any way?
BILL ZOLLARS:
No, no.
QUESTION:
And with a new five year contract, is there a change of control clause--
BILL ZOLLARS:
No.
QUESTION:
--or anything like that in there?
PG. 43
BILL ZOLLARS:
No, but we wanna make sure that they're as positive about this as we are. And--
and we think there's a lot-- in this to make the-- the Teamsters positive. And
I-- and I don't know whether you had a chance to read-- their press release
today, but-- but, y'know, we're gonna be going down there to talk to them
tomorrow. And they referenced that and-- and they said, y'know, they didn't
really have any strong feelings until they talked to us a little bit more about
how this thing was actually gonna work. But-- but we're anxious to get them as
motivated about this as we are.
QUESTION:
Do you intend to-- try to-- it's-- Tim Wallach (PH). Do you intend to-- have the
proxy vote prior to-- getting antitrust clearance, or will you first wait for
antitrust clearance (NOISE) before proceeding with the proxy.
BILL ZOLLARS:
Yeah, I think we're gonna go in parallel. Try and get the shareholder vote done
as-- as quickly as we can.
PG. 44
QUESTION:
Thank you.
QUESTION:
I apologize if I missed this already, but as a Yellow shareholder, could you
just quickly summarize for us, y'know, why we should be excited about this
deal--
BILL ZOLLARS:
Sure.
QUESTION:
--given the valuation and the purchase price? Then I had a follow-up question.
BILL ZOLLARS:
Well, y'know, in-- in very kinda sterile terms, it's gonna be accretive, okay.
So that's-- that's one piece of this puzzle. We're gonna-- more than earn our
cost of capital. But beyond-- beyond that-- y'know, this is a strategic
game-changing strategy for the industry. There's nothing incremental about this.
(COUGHING) There
PG. 45
is tremendous opportunity here for the combined company that did not exist when
the companies were separate. And it is, as I said earlier, kind of a logical
extension of our strategy to become a leading global transportation services
provider. So I think there's just a lot in here for the Yellow shareholder in
terms of longer term shareholder value creation.
QUESTION:
Thank you. And then I-- I have not had the opportunity to read the latest proxy
but I was just curious if you could tell me how much stock management owns.
BILL ZOLLARS:
Yeah. Y'know, I'm-- I'm gonna be guessing at these numbers. L-- let me just tell
you this first. We've eliminated stock options as a long term incentive for our
senior team and have gone to performance based restricted stock because we want
to generate-- ownership on the part of the management.
PG. 46
And we don't want to end up in a situation where we've got this binge and purge
kind of behavior around stock options. Now, having said that, I own-- I'm gonna
be off by some number here, but probably 45,000 shares, and-- the rest of the
management team-- senior management team is kinda prorated down from that. We
have time for one more for me and then, y'know, if you wanna stay and beat Jim
up, I'm sure he'd be willing to do that. Ed.
QUESTION:
This is the same question kind of over again, which is the why question--
BILL ZOLLARS:
You didn't like the answer the first time?
QUESTION:
--well, y'know, is there something about the timing of where we are ar--
BILL ZOLLARS:
Yeah.
QUESTION:
Just maybe if you took us back, how long ago did
PG. 47
this develop, and was there something going on in the marketplace that-- that--
that said now as opposed to a year ago or--
BILL ZOLLARS:
Yeah, lemme-- lemme deal with that cause I think that's a really good question.
First of all, the market is really changing. Y'know, FedEx is in our business
big-time now. UPS is in our business big-time now.
The days of-- of-- competing with, y'know, smaller companies-- we're seeing
really the category killers coming after our business. So, the marketplace is--
is evolving and-- and we need to evolve-- at the same time. So we need to have
scale. We need to be in a position to compete in that new marketplace. So that's
one piece.
Second piece is that both comparin-- companies are operating really well, and we
haven't even gotten to the economic recovery yet, so, y'know,
PG. 48
that's-- another planet that went into alignment. The third piece is we got a
fine Teamster agreement. Fourth piece is the debt markets are really attractive
right now. So you put all those together, and-- and we really thought that, boy,
the planets are so well aligned right now, now would be the time to go and talk
to Roadway about this.
And then the final piece of the puzzle was that they saw this the same way we
did in terms of the potential. And that was really the final piece of the
puzzle, that Jim and his team said, "Yeah, we wanna sign up for that. We're
excited about that, too." And that really-- brought the whole thing together.
QUESTION:
I'd like to-- like to get Jim's thought on that. But-- but just-- so-- so my
guess is that the Teamsters have been in place now and ratified since, what was
it, June? So is that how quickly this has--
PG. 49
BILL ZOLLARS:
No-- the deal-- our deal got done-- you were doin' it. When did w-- when did
we--
MALE VOICE:
It was actually ratified March the 31st.
QUESTION:
Okay.
QUESTION:
(UNINTEL PHRASE).
(OVERTALK)
MALE VOICE:
Ear-- early tentative agreement-- February the 7th. Ultimate ratification
process, March 31.
QUESTION:
And you were talkin' pretty soon thereafter?
BILL ZOLLARS:
We-- yeah, we started talkin' a couple of months ago-- in earnest.
QUESTION:
Jim, why is Roadway so excited?
JIM STALEY:
Well, 48's a good starting point. (LAUGHTER) But that's a-- that's a financial
consideration--
PG. 50
QUESTION:
Well, I understand why your shareholder's are excited--
JIM STALEY:
Well, that-- and that's what I want to speak to. That's a financial
consideration. And-- and I sit on the board and I participated in all the
discussions that we had. But my concern-- definitely-- lies with the employee.
After I get past the-- it's absolutely the right thing for the shareholders.
Question I wanted to ask myself and other people and Bill: is this the right
thing for our employees? Can we really get them to believe that this is the best
thing going forward.
And once we put the financial aspect behind, which is compelling, and your
satisfied that-- we really do have an opportunity to build a stronger company
here, that our employees can see a brighter future. As Bill said, that's when--
me
PG. 51
representing the Roadway management team was able to say, "I'm on board with
this. I'm en-- I'm enthusiastic about it. And I will do everything I can to make
it successful." And that's the commitment that I've made to Bill Zollars.
QUESTION:
And the greater future is because Roadway was thinking they couldn't make it on
their own going on?
JIM STALEY:
Absolutely not. (NOISE) That was never a consideration, but the fact that we go
from a three Billion dollar company in a fairly fragmented, very competitive
marketplace and now look at the possibilities of a six Billion dollar company
that has as great financial resources, great practices in place-- you start to
think about the world a little differently. And-- and that's the-- what we did.
QUESTION:
Is there anything from a cultural perspective that keeps you up at night in this
merger, that you're gonna be focused on getting right?
PG. 52
JIM STALEY:
Well, on the one hand-- we've competed with Yellow forever and think that we
know them very well. On the other hand we know that we don't know them as we
well as-- as well as we're going to. But they have always been a-- an honorable
and good competitor. Great respect for them. I spent a lot of time with people
on the senior Yel--
MALE VOICE:
Anything else? David.
MALE VOICE:
What's-- what's your take on the strategy-- in competing with the non-union
regionals-- in-- in the regional lanes?
MALE VOICE:
My take on Yellow's strategy that they have been discussing, or Roadway's
previous strategy that's somewhat on hold now? Which-- which would you like for
me to speak to? (LAUGHTER)
PG. 53
MALE VOICE:
(UNINTEL) and then were you of help?
MALE VOICE:
Well, I-- I think that-- Yellow has some-- very good ideas on how to employ some
of the language in the new labor contract. They spent a lot of time-- working on
that. There's been some-- publication-- s-- some information publicized about
their plans to go forth the change of operations.
Now I'm unsure the schedule of that. Recognize that was their strategy going
forward. Ours was to build on the-- the new pan model-- probably through
acquisition, and had not this-- acquisition taken place that's where we would
be. Do I think that-- Yellow can be successful-- the Yellow Roadway Corporation
be successful with their-- strategy? Sure. That's why we negotiated that
language in the labor contract. I think that they can work hard at that and-- be
successful with it. Anything else? Yes.
PG. 54
MALE VOICE:
I-- I know it's not immediate to-- put them together, but at one point I'm
assuming it would. Maybe-- I came a few minutes late. When would they come
together?
MALE VOICE:
Well that's-- that's certainly not-- a conclusion that you should draw. We have
extensive networks. We both have 350 terminals a piece, and-- and-- network
capacity about 98 percent right now. So-- it's not our view that we put these
two companies together and come up with a four Billion dollar company instead of
a six Billion dollar company.
We'll look for opportunities not to combine operations, but to serve the markets
and serve different mark-- different customers than the individual companies
serve right now. But-- at this point we have no plans to put these companies
together. We think they are both great brands in the transportation
marketplace-- valued by the respective customer bases that they have.
PG. 55
And we want the customers to see-- an even higher level of service, even more
employment of technology. And we think that-- through these synergy teams we
have they will enjoy that. Okay, thank you very much. Appreciate you coming.
(MUSIC PLAYING)
END