as noted in the SEC filing today
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<SEC-DOCUMENT>0000023675-09-000023.txt : 20090309
<SEC-HEADER>0000023675-09-000023.hdr.sgml : 20090309
<ACCEPTANCE-DATETIME>20090309160949
ACCESSION NUMBER: 0000023675-09-000023
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20090309
ITEM INFORMATION: Other Events
ITEM INFORMATION: Financial Statements and Exhibits
FILED AS OF DATE: 20090309
DATE AS OF CHANGE: 20090309
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: Con-way Inc.
CENTRAL INDEX KEY: 0000023675
STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213]
IRS NUMBER: 941444798
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 8-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-05046
FILM NUMBER: 09666249
BUSINESS ADDRESS:
STREET 1: 2855 CAMPUS DRIVE
CITY: SAN MATEO
STATE: CA
ZIP: 94403
BUSINESS PHONE: 6504942900
MAIL ADDRESS:
STREET 1: 1717 NW 21ST AVE
CITY: PORTLAND
STATE: OR
ZIP: 97209
FORMER COMPANY:
FORMER CONFORMED NAME: CNF INC
DATE OF NAME CHANGE: 20010510
FORMER COMPANY:
FORMER CONFORMED NAME: CNF TRANSPORTATION INC
DATE OF NAME CHANGE: 19970509
FORMER COMPANY:
FORMER CONFORMED NAME: CONSOLIDATED FREIGHTWAYS INC
DATE OF NAME CHANGE: 19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>frm8kmar9.txt
<TEXT>
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
March 9, 2009
------------------------------------------------
Date of Report (Date of earliest event reported)
Con-way Inc.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-5046 94-1444798
---------- ------ ----------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation or Number)
organization)
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 obligations of the registrant
under any of the following provisions (see General Instruction A.2
below):
[ ] 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 8.01 Other Events
On March 9, 2009, Con-way Inc. issued a press release release announcing
actions the company is taking to reduce expenses and maintain a strong cash
position in response to the declining economy, which is being furnished
to the U.S. Securities and Exchange Commission. A copy of the
press release is attached hereto as Exhibit 99 and is incorporated herein
by reference. The cost reduction actions, which are projected to save
between $100 million to $130 million in 2009, include:
* Suspension of certain 401(k) contributions including the company match.
* Reductions of 10 percent in the salaries of Con-way Inc. President and
CEO Douglas W. Stotlar, Con-way Inc. Senior Vice President and CFO
Stephen L. Bruffett, and Con-way Freight President John G. Labrie.
* Base wage and salary reductions of 5 percent for all other executives
and employees at Con-way Freight and Con-way Inc., including
administrative services and trailer-manufacturing entities.
* A change in vacation/paid time off policies (PTO) at Con-way Freight and
Menlo Worldwide with respect to when PTO hours are earned and recorded
as expense.
* A change in Con-way's primary defined-benefit pension plan, which
eliminates a provision for retirement benefit increases based on future
increases in employee compensation rates.
* A reduction of 10 percent in the annual retainer paid to non-employee
members of Con-way's Board of Directors.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit No. Description
----------- -----------
99 Press Release dated March 9, 2009
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.
------------
(Registrant)
March 9, 2009 /s/ Jennifer W. Pileggi
--------------------------
Jennifer W. Pileggi
Senior Vice President,
General Counsel and Secretary
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>ex99.txt
<TEXT>
Exhibit 99
Con-way
NEWS RELEASE
Contacts:
Investor: Patrick Fossenier 1+650-378-5353
News Media: Gary Frantz 1+650-378-5335
Con-way Announces Expense Reduction Initiatives
Outlines Broad Actions to Reduce Costs and Maintain Strong Cash Position
SAN MATEO, Calif. - March 9, 2009 - Con-way Inc. (NYSE: CNW) today announced
a series of proactive measures being taken to enhance the company's position
in the challenging operating environment. "These actions are designed to
ensure we continue to maintain the strongest financial foundation possible
during these unprecedented economic times," said Douglas W. Stotlar, Con-way
president and CEO.
Stotlar noted that the less-than-truckload (LTL) market remains hampered by
soft demand as well as excess capacity, which year-to-date through February,
caused tonnage at Con-way Freight to decline approximately 12.5 percent year-
over-year. "With these market conditions, which we don't expect to change in
the near term, there is too much capacity chasing too little freight, so we
have to manage accordingly," he said. "We're taking prudent steps to control
expense, protect our market share, and conserve capital."
The cost reduction actions, which are projected to save between $100 million
to $130 million in 2009, include:
* Suspension of certain 401(k) contributions including the company match.
* Reduction of 10 percent in the salaries of Con-way Inc. President and CEO
Douglas W. Stotlar and certain other members of the senior leadership
team.
* Base wage and salary reductions of 5 percent for all other executives and
employees at Con-way Freight and Con-way Inc., including administrative
services and trailer-manufacturing entities.
* A change in vacation/paid time off policies (PTO) at Con-way Freight and
Menlo Worldwide with respect to when PTO hours are earned and recorded as
expense.
* A change in Con-way's primary defined-benefit pension plan, which
eliminates a provision for retirement benefit increases based on future
increases in employee compensation rates.
* A reduction of 10 percent in the annual retainer paid to non-employee
members of Con-way's Board of Directors.
Implementation of the cost-saving measures will be completed early in the
second quarter, and are in addition to expense reduction actions the company
took in the fourth quarter of 2008. Those actions included workforce
reductions of 2,500 positions, suspension of merit-based pay increases,
reduction in capital expenditures and other spending cuts.
Stotlar added that once the economy begins to recover and business returns to
more normalized levels, the company will revisit its actions.
About Con-way Inc. - Con-way Inc. (NYSE:CNW) is a $5.0 billion freight
transportation and logistics services company headquartered in San Mateo,
Calif. A diversified transportation company, Con-way delivers industry-
leading services through three primary operating companies: Con-way Freight,
Con-way Truckload and Menlo Worldwide Logistics. These operating units
provide high-performance, day-definite less-than-truckload and full truckload
and multimodal freight transportation, as well as logistics, warehousing and
supply chain management services, and trailer manufacturing. Con-way Inc. and
its subsidiaries operate from more than 500 locations across North America
and in 20 countries. For more information about Con-way, visit us on the Web
at
Con-way: Home.
FORWARD-LOOKING STATEMENTS
Certain statements in this press release constitute "forward-looking
statements" and are subject to a number of risks and uncertainties and should
not be relied upon as predictions of future events. All statements other than
statements of historical fact are forward-looking statements, including: any
projections of earnings, revenues, weight, yield, volumes, income or other
financial or operating items, all statements of the plans, strategies,
expectations or objectives of Con-way's management for future operations or
other future items, any statements concerning proposed new products or
services, any statements regarding Con-way's estimated future
contributions to pension plans, any statements as to the adequacy of
reserves, any statements regarding the outcome of any legal and other
claims and proceedings that may be brought against Con-way, any
statements regarding future economic conditions or performance, any
statements regarding strategic acquisitions, any statements of estimates or
belief, and any statements or assumptions underlying the foregoing.
Specific factors that could cause actual results and other matters to differ
materially from those discussed in such forward-looking statements include:
changes in general business and economic conditions, increasing competition
and pricing pressure, the creditworthiness of Con-way's customers and their
ability to pay for services rendered, changes in fuel prices or fuel
surcharges and the effect of ongoing litigation alleging that Con-way
engaged in price fixing of fuel surcharges in violation of Federal
antitrust laws, the effects of the cessation of the air carrier
operations of Emery Worldwide Airlines, the possibility that Con-way
may, from time to time, be required to record impairment charges for
goodwill, in tangible assets and other long-lived assets, the possibility of
defaults under Con-way's $400 million credit agreement and other debt
instruments (including without limitation defaults resulting from unusual
charges), uncertainty in the credit markets, including the effect on Con-
way's ability to refinance indebtedness as and when it becomes due, labor
matters, enforcement of and changes in governmental regulations or
legislation which potentially could result in an adverse impact on the
company, environmental and tax matters, matters relating to the 1996 spin-off
of Consolidated Freightways Corporation ("CFC"), and matters relating to
Con-way's defined benefit pension plans, including the effect on the plans
of changes in discount rates and in the value of plan assets. The factors
included herein and in Item 7 of Con-way's 2007 Annual Report on Form 10-K as
well as other filings with the Securities and Exchange Commission could cause
actual results and other matters to differ materially from those in such
forward-looking statements. As a result, no assurance can be given as to
future financial condition, cash flows, or results of operations.