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): September 24, 2015
Con-way Inc.
(Exact
name of registrant as specified in Charter)
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Delaware |
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1-05046 |
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94-1444798 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
2211 Old Earhart Road, Suite 100, Ann Arbor, Michigan 48105
(Address of Principal Executive Offices, including Zip Code)
Registrants telephone number, including area code: (734) 757-1444
N/A
(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 obligations of the registrant under any of the following provisions (see General Instruction A.2.):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.04. Temporary Suspension of Trading Under Registrants Employee Benefit Plans.
On September 24, 2015, Con-way Inc. (Con-way, the Company or we) delivered to its executive
officers and directors (collectively, the Covered Persons) a notice under Rule 104(b)(2)(i) of Regulation BTR, pursuant to which Con-way may be imposing a blackout period in accordance with
Section 306(a) of the Sarbanes-Oxley Act of 2002 (SOX) and the Securities and Exchange Commission regulations.
Because a blackout period has been imposed under the Con-way Personal Savings Plan, the Con-way 401(k) Plan and the Con-way Retirement Savings
Plan (collectively, the Plans), beginning on October 9, 2015, and ending on the date the Plans receive and allocate the tender offer consideration described below to Plan accounts, we may be imposing a SOX blackout period beginning
on October 9, 2015, and ending on the date the Plans receive and allocate the tender offer consideration described below to Plan accounts in the event that 50% or more of participants in any of the Plans who hold shares of our common stock in
such Plan will actually participate in the Tender Offer (as defined below). During the blackout period, tendering participants will be unable to engage in transactions, such as obtaining loans or distributions from, or diversifying or otherwise
changing, the portion of their account balances invested in the Companys common stock. We will advise the Covered Persons when the SOX blackout period ends, if earlier or later than the specified date. The blackout period under the Plans
is needed in connection with the process of exchanging shares of common stock of the Company under the Plans for cash as part of the tender offer commenced by Canada Merger Corp., a wholly-owned subsidiary of XPO Logistics, Inc. on
September 15, 2015 (the Tender Offer) in accordance with the terms and conditions of the Agreement and Plan of Merger by and among the Company, XPO Logistics, Inc., and Canada Merger Corp. (the Merger Agreement).
While the SOX blackout period is in effect, the Covered Persons (and their immediate family members who share their residence) should not,
directly or indirectly, engage in any purchase, sale, transfer, acquisition, or disposition of any equity securities of the Company relating to the Companys common stock and any options with respect to any of these stocks. There are limited
exclusions and exemptions from this rule. For example, transactions that are executed pursuant to a properly adopted Rule 10b5-1 plan are exempt from the foregoing SOX blackout trading restrictions. Further, the above prohibition is in addition
to other restrictions on trading activity that the Company imposes on its executive officers and directors, including under the Companys insider trading policy and any administrative blackout related to the Companys online incentive
award platform.
The Company provided the SOX blackout notice to the Covered Persons on September 24, 2015. The SOX blackout
notice is filed herewith as Exhibit 99.1.
If the Covered Persons have any questions pertaining to the notice or the SOX blackout
period, they were directed to contact Stephen K. Krull in the Legal Department of the Company by telephone at (734) 757-1559 or by mail at 2211 Old Earhart Road, Suite 100, Ann Arbor, Michigan 48105.
Item 9.01. Financial Statements and Exhibits.
(d) The following is a list of the exhibits filed herewith.
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Exhibit No. |
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Description of Exhibit |
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99.1 |
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Notice pursuant to Rule 104(b)(2)(i) of Regulation BTR |
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.
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CON-WAY INC. |
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Date: September 24, 2015 |
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By: |
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/s/ Stephen K. Krull |
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Name: Stephen K. Krull |
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Title: Executive Vice President, General Counsel
and Secretary |
EXHIBIT INDEX
The following is a list of the exhibits filed herewith.
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Exhibit No. |
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Description of Exhibit |
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99.1 |
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Notice pursuant to Rule 104(b)(2)(i) of Regulation BTR |
Exhibit 99.1
Con-way Inc.
Reason for the Tender Offer Blackout Period and This Notice
Pursuant to the requirements of Section 306(a) of the Sarbanes-Oxley Act of 2002 (SOX) and Regulation BTR (i.e.,
Blackout Trading Restriction), promulgated by the Securities and Exchange Commission (SEC), this notice has been provided in order to notify you of a trading restriction that may need to be imposed because of a blackout period (the
Tender Offer Blackout Period) under the Con-way Personal Savings Plan, the Con-way 401(k) Plan and the Con-way Retirement Savings Plan (collectively, the Plans), which will begin on October 9, 2015 and will end on the
date the Plans receive and allocates the tender offer consideration described below to Plan accounts. The Tender Offer Blackout Period is necessary for the process of exchanging shares of common stock of Con-way Inc. (the Company) under
the Plans for cash as part of the tender offer commenced by Canada Merger Corp., a wholly-owned subsidiary of XPO Logistics, Inc., on September 15, 2015 (the Tender Offer) in accordance with the terms and conditions of the
Agreement and Plan of Merger by and among the Company, XPO Logistics, Inc., and Canada Merger Corp. (the Merger Agreement). During the Tender Offer Blackout Period, tendering participants will be unable to engage in transactions,
such as obtaining loans or distributions from, or diversifying or otherwise changing, the portion of their account balances invested in the Companys common stock.
As a result of the Tender Offer Blackout Period, Regulation BTR requires that we impose trading restrictions on directors and executive
officers during the Tender Offer Blackout Period if 50% or more of participants in any of the Plans who hold shares of the Companys common stock under such Plan elect to tender those shares. Pursuant to Rule 104 of Regulation BTR,
the Company is required to timely notify its directors and executive officers, as well as the SEC, of the Tender Offer Blackout Period. Consequently, although we are unable to gauge at this time whether 50% or more of participants in any of the
Plans who hold shares of our common stock under such Plan will actually participate in the Tender Offer (and thus actually trigger the imposition of this mandatory trading restriction period), we are required nevertheless to plan for the institution
of trading restrictions during the Tender Offer Blackout Period as set forth in this notice. If fewer than 50% of the participants in each Plan who hold shares of our common stock under such Plan actually elect to participate in the Tender
Offer, we will notify you promptly, and in such a case no trading restrictions will actually be implemented.
While the Tender Offer
Blackout Period is in effect, the executive officers and directors (and their immediate family members who share their residence) should not, directly or indirectly, engage in any purchase, sale, transfer, acquisition, or disposition of any equity
securities of the Company relating to the Companys common stock and any options with respect to any of these stocks. There are limited exclusions and exemptions from this rule. For example, transactions that are executed pursuant to a
properly adopted Rule 10b5-1 plan and the tendering of shares into the Tender Offer are exempt from the foregoing SOX blackout trading restrictions. Further, the above prohibition is in addition to other restrictions on trading activity that
the Company imposes on its executive officers and directors, including under the Companys insider trading policy and any administrative blackout related to the Companys online incentive award platform.
This notice constitutes a Rule 104 notice of a blackout period.
If you have any questions pertaining to this notice or the blackout period, please contact Stephen K. Krull in the Legal Department of the
Company by telephone at (734) 757-1559 or by mail at 2211 Old Earhart Road, Suite 100, Ann Arbor, Michigan 48105.