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Yellow | Buyout or Merger

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grievant

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Find the facts for yourself. Go to yrcw.com. Go to the bottom of the page. Click on SEC filings. Go to groupings filter. Click arrow on ALL FORMS. Search mergers and aquisitions. Scroll to the bottom and click last page. Download form S-4 from 8/19/03. Open and read page 4 under Joint Proxy Statement/Prospectus Proposed Merger. "Yellow Corporation and Roadway Corporatioin have agreed on a MERGER TRANSACTION invoving our two companies.:chairshot:
 
SEC (Securities and Exchange Commision) filing 8-19-03

The legal definition of the original "puchase" of Roadway by Yellow is a merger. Roadway stockholders received 1.97 shares of Yellow for every share of Roadway that they owned. This will define the endtail, dovetail question in most contracts. Follow your cantract language to see what applies. The original transaction as filed with the SEC is a merger. Yellow did not BUY Roadway. The legal filing in 2003 is a MERGER!
 
grievant said:
There are regions in the country that are not governed solely by the NMFA.
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Not really sure exactly what your point is with this argument. It has been hammered out again and again. And as far as regions in this country not governed by the NMFA......where? If your talking about Chicago....well....things arent going down to well for them at the moment and yes...they are governed by the master freight agreement. They just have some issues with it that are interfering with current plans in place by the company.
Strange,cause this is the part of the country that carried the contract vote to begin with. Just pray for everybodies sake that they get it all settled soon cause I can assure you it is holding up the progress of all.
 
Article 5 Section 2 .................dovetail. This is a non-issue. Deal with it.

Article 5

Section 2. Mergers of Companies-General
(a) In the event the Employer is a party to a merger of lines, seniority of the employees who are affected thereby shall be determined by mutual agreement between the Employer and the Local Unions involved.
In the application of this Section, it is immaterial whether the transaction is called a merger, purchase, acquisition, sale, etc. Further, it is also immaterial whether the transaction involves merely the purchase of stock of one (1) corporation by another, with two (2) separate corporations continuing in existence.
(b) If such merger of companies results in the combination of terminals or over-the-road operations, a change of operations shall be submitted to the Co-Chairmen of the National Grievance Committee for assignment to an appropriate Change of Operations Committee established pursuant to Article 8, Section 6. The Change of Operations Committee shall retain jurisdiction for one (1) year after the effective date of the Committee decision and shall have the authority to amend its decision in the event of a substantial change in the amount of work to be performed at the terminals or over-the-road operations which were combined.
Combining of Terminals or Operations as a Result of Merger of Companies
(c) In the application of this Section, when terminals or operations of two (2) or more companies are combined, as referred to above, the following general rules shall be applied by the Employer and the Local Unions, which general rules are subject to modification pursuant to the provisions of Section 4 of this Article:
Active Seniority List
(1) The active employee seniority rosters (excluding those employees on letter of layoff) shall be “dovetailed” by appropriate classification (i.e., road or city) in the order of each employee’s full continuous classification (road or city) seniority date that the employee is currently exercising. (The term “continuous classification seniority” as used herein is defined as that seniority which the employee is currently exercising and has not been broken in the manner provided in Section 1 of this Article or by voluntary changes in domicile not directed, approved or ordered by a Change of Operations Committee.) The active “dovetailed” seniority roster shall be utilized first and until exhausted to provide employment at such combined terminal or operational location.
Layoff Seniority List
(2) In addition, the inactive seniority rosters (employees who are on letter of layoff) shall be similarly “dovetailed” by appropriate classification. If additional employees are required after the active list is exhausted, they shall be recalled from such inactive seniority roster and after recall such employees shall be “dovetailed” into the active seniority roster with their continuous classification (road or city) seniority dates they are currently exercising which shall then be exercised for all purposes. Seniority rosters previously combining job classifications shall be continued unless otherwise agreed.

 
This subject is a major point of contention in Chicago because in a buyout Roadway would go to the bottom. With a merger they will be sandwiched.
 
.this says it all

In the event the Employer is a party to a merger of lines, seniority of the employees who are affected thereby shall be determined by mutual agreement between the Employer and the Local Unions involved
 
If I understand all this correctly, a new company will be formed called "Yellow-Roadway" and both companies will have an equal foothold on work, by active seniority means. As a current "Yellow Transportation Inc" employee, I stand firm and ready, to support my "Roadway Experss" BROTHERS if this thing goes down wrong (read endtail.) Sure that would be easy to say if I had 20-30yrs in, but I assure you, that is far from the case. Good luck to everyone.
 
I can't type fast enough to put the contract language in here. Article 8 section 7 of the 705 agreement ( Buy-outs mergers and Consolidations) is completly different than the NMFA. The language is clear in 705 that Roadway employees begin to accrue seniority with Yellow-Roadway corporation on 8/19/2003 with the merger of the companies.
 
grievant said:
I can't type fast enough to put the contract language in here. Article 8 section 7 of the 705 agreement ( Buy-outs mergers and Consolidations) is completly different than the NMFA. The language is clear in 705 that Roadway employees begin to accrue seniority with Yellow-Roadway corporation on 8/19/2003 with the merger of the companies.
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I would think the NMFA would rule on a nation wide merger.
This is not a joint area merger so come on now!.....Get over it. Do you really think its justefied to put people with 30 years in the business into an end tail because it works for you. The key word here is AREA.....this is a nation wide merge exercising new concepts and language that was voted in primarily by central states,so get over it!
 
some do need to get over it

roadstar120 said:
I would think the NMFA would rule on a nation wide merger.
This is not a joint area merger so come on now!.....Get over it. Do you really think its justefied to put people with 30 years in the business into an end tail because it works for you. The key word here is AREA.....this is a nation wide merge exercising new concepts and language that was voted in primarily by central states,so get over it!
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Speaking for the younger guys (seniority wise) we have to get over it...but we are still your future,,,so when we have all beat eachother up and I still have to pay into the pension and dues,,,and you are living on "easy street" and the union has disolved...because we have busted ourselves... Don't blame me when the pensions have dried up, blame Coprorate America...brother..Oh...can you get over it?
 
grievant said:
I can't type fast enough to put the contract language in here. Article 8 section 7 of the 705 agreement ( Buy-outs mergers and Consolidations) is completly different than the NMFA. The language is clear in 705 that Roadway employees begin to accrue seniority with Yellow-Roadway corporation on 8/19/2003 with the merger of the companies.
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Is your current contract settled yet and if not will this change in it?
 
wild deuce said:
Speaking for the younger guys (seniority wise) we have to get over it...but we are still your future,,,so when we have all beat eachother up and I still have to pay into the pension and dues,,,and you are living on "easy street" and the union has disolved...because we have busted ourselves... Don't blame me when the pensions have dried up, blame Coprorate America...brother..Oh...can you get over it?
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Seems like I have hit a nerve here with you wild deuce and for that I will apologize. There is not much we can do about the actions of corporate america but follow them with a watchful eye.....study and make a educated choice with our vote. I most surely will. As for the dovetail issue.
I'm tired of hearing the word endtail from teamsters who seem to think that they should start at the top. I am 52 years young and have 29 years on the list with 2 years casual time between 4 union companies. Out of the 29 years on the list I only have 26 vested cause of lay offs in the seventies. I paid my dues. Yes....I'm fully vested but "no" , I cant retire because the system wont allow it. I'm to young. Now do you really think it would be a proper or fair union action to merge me below a man with a few years time? Thats why I am frustrated with anyone who screams endtail. It is just rediculous and its wasting time and money when we could be moving forward here and securing the future you speak of. This company does need to put this behind us and get to making a profit again for all our sakes. As far as me getting over it....I have in the past and I will in the future. My pension has already been a big issue and I have been left with a split between a defined benefit and an RIP soooo, ....who really knows. I think it will be in better shape and more secure than most but just remember should I ever make it to" easy street", that I also paid into the pensions of the teamsters before me, so the youth will be doing nothing that us "old guys" haven't.
 
grievant said:
This subject is a major point of contention in Chicago because in a buyout Roadway would go to the bottom. With a merger they will be sandwiched.
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well as for the rest of the nation it will be a dovetail and for you guys i know you are autonomous BUT apply this logic
yellow corp bought roadway corp
both are not signatory to your contract, the subsidaries are, yellow freight system, roadway express and throw in holland too
$$$Bill's name won't appear on it the presidents of those respective companies will
these companies are bound by your contract not the parent company
the buyout if any occurred outside of the contract and the merger will occur inside the scope of the agreement so whatever language is apllicable will most certainly be applied
remember one of the strongest union principles is
:1036316054:"SENIORITY PREVAILS"
 
due respect

roadstar120 said:
Seems like I have hit a nerve here with you wild deuce and for that I will apologize. There is not much we can do about the actions of corporate america but follow them with a watchful eye.....study and make a educated choice with our vote. I most surely will. As for the dovetail issue.
I'm tired of hearing the word endtail from teamsters who seem to think that they should start at the top. I am 52 years young and have 29 years on the list with 2 years casual time between 4 union companies. Out of the 29 years on the list I only have 26 vested cause of lay offs in the seventies. I paid my dues. Yes....I'm fully vested but "no" , I cant retire because the system wont allow it. I'm to young. Now do you really think it would be a proper or fair union action to merge me below a man with a few years time? Thats why I am frustrated with anyone who screams endtail. It is just rediculous and its wasting time and money when we could be moving forward here and securing the future you speak of. This company does need to put this behind us and get to making a profit again for all our sakes. As far as me getting over it....I have in the past and I will in the future. My pension has already been a big issue and I have been left with a split between a defined benefit and an RIP soooo, ....who really knows. I think it will be in better shape and more secure than most but just remember should I ever make it to" easy street", that I also paid into the pensions of the teamsters before me, so the youth will be doing nothing that us "old guys" haven't.
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I fully believe in Seniority. "First Come, First Serve"...You did hit a nerve but it was my "Together We Stand Divided We Fail"...nerve.. I will do everything at my junior end to hold off the Juniors if you can make sure you Seniors take what you deserve as "humbly" as possible...My respect as always..."In Solidarity"...you helped put me where I am at today. I will do my best to remind my junior brothers' and sisters' of this simple fact and keep our American Dream in tact.
 
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