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 9, 2015
Con-way Inc.
(Exact name of registrant as specified in Charter)
| Delaware | 1-05046 | 94-1444798 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
2211 Old Earhart Road, Suite 100, Ann Arbor, Michigan 48105
(Address of Principal Executive Offices, including Zip Code)
Registrant’s 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.):
| ¨ | 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 7.01. Regulation FD Disclosure.
On September 9, 2015, Con-way Inc., a Delaware corporation (the “Company”) and XPO Logistics, Inc., a Delaware corporation (“Parent”), issued a joint press release, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in respect of the proposed transaction. In connection with the proposed transaction, the Company intends to file relevant materials with the SEC, including a solicitation/recommendation statement on Schedule 14D-9. SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE COMPANY’S SOLICITATION/RECOMMENDATION STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain the documents free of charge at the SEC’s web site, www.sec.gov, and may obtain documents filed by the Company free of charge from the Company’s website (www.con-way.com) under the heading “SEC Filings” within the “Investor Relations” portion of the Company’s website. In addition, the solicitation/recommendation statement on Schedule 14D-9 and other documents filed by the Company with the SEC (when available) may be obtained from the Company free of charge by directing a request to Corporate Secretary, Con-way Inc., 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.
| Exhibit |
Description of Exhibit | |
| 99.1 | Press release dated September 9, 2015 issued by Con-way Inc. and XPO Logistics, Inc. | |
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.
| ||||||||
| Date: September 9, 2015 | By: | /s/ Stephen K. Krull | ||||||
| Name: | Stephen K. Krull | |||||||
| Title: | Executive Vice President, General Counsel and Secretary | |||||||
EXHIBIT INDEX
The following is a list of the exhibits filed herewith.
| Exhibit |
Description of Exhibit | |
| 99.1 | Press release dated September 9, 2015 issued by Con-way Inc. and XPO Logistics, Inc. | |