SEC Info℠

Home

Search

My Interests

Help

Sign In

Please Sign In

Overnite Corp – ‘S-1/A’ on 10/30/03

On:  Thursday, 10/30/03, at 5:26pm ET   ·   Accession #:  1193125-3-70161   ·   File #:  333-107614

Previous ‘S-1’:  ‘S-1/A’ on 10/30/03   ·   Latest ‘S-1’:  This Filing

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

 Text Wildcards:  ? (any letter/digit),  * (many).  Search Logic:  for Documents:  & (and),  | (or);  for Text:  | (anywhere),  "(&)" (near).  Details... 

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

10/30/03  Overnite Corp                     S-1/A                  2:2.9M                                   RR Donnelley/FA

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Amendment No. 5 to Form S-1                         HTML   1.90M 
 2: EX-23.1     Consent of Deloitte & Touche LLP                    HTML      6K 

Table of Contents

As filed with the Securities and Exchange Commission on October 30, 2003

Registration No. 333-107614

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 5

TO

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Overnite Corporation

(Exact name of Registrant as specified in its charter)

1000 Semmes Avenue

Richmond, Virginia 23224

(804) 231-8000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Mr. Patrick D. Hanley

Senior Vice President and Chief Financial Officer

1000 Semmes Avenue

Richmond, Virginia 23224

(804) 231-8000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier registration statement for the same offering. ¨

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. ¨

CALCULATION OF REGISTRATION FEE

The registrant hereby amends this registration statement on such date as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Table of Contents

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and we are not soliciting offers to buy these securities, in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED OCTOBER 30, 2003

25,000,000 Shares

Overnite Corporation

Common Stock

The shares of common stock are being sold by Union Pacific Corporation, as the selling shareholder described in this prospectus. We will not receive any of the proceeds from the shares of common stock sold by the selling shareholder.

Prior to this offering, there has been no public market for our common stock. The initial public offering price of our common stock is expected to be between $17.00 and $19.00 per share. We have applied to list our common stock on The Nasdaq National Market under the symbol “OVNT.”

The underwriters have an option to purchase a maximum of 2,500,000 additional shares from the selling shareholder to cover over-allotments of shares.

Investing in our common stock involves risks. See “Risk Factors” beginning on page 14.

Delivery of the shares of common stock will be made on or about                      , 2003.

Neither the Securities and Exchange Commission or any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Banc of America Securities LLC

JPMorgan

Merrill Lynch & Co.

The date of this prospectus is                      , 2003.

Table of Contents

Table of Contents

TABLE OF CONTENTS

You should rely only on the information contained in this document or to which we have referred you. We have not authorized anyone to provide you with information that is different from that contained in this prospectus. This document may only be used where it is legal to sell these securities. The information in this document may only be accurate on the date of this document.

Dealer Prospectus Delivery Obligation

Until                      , 2003 (25 days after commencement of the offering), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to unsold allotments or subscriptions.

Table of Contents

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus. You should read the entire prospectus before making an investment decision, especially the information presented under the heading “Risk Factors.”

We conduct our business primarily through two operating subsidiaries, Overnite Transportation Company and Motor Cargo Industries, Inc., each of which is an indirect wholly owned subsidiary of Overnite Holding, Inc. For purposes of this prospectus, unless the context otherwise requires, all references herein to the “company,” “we,” “us” and “our” (i) when used in relation to any period prior to the completion of this offering, mean Overnite Holding, Inc. and its subsidiaries, including Overnite Transportation Company and Motor Cargo Industries, Inc., and (ii) when used in relation to any period after the completion of this offering, mean Overnite Corporation and its subsidiaries, including Overnite Holding, Inc., Overnite Transportation Company and Motor Cargo Industries, Inc. Unless the context otherwise requires, the information in the prospectus assumes that the underwriters do not exercise their over-allotment option.

Our Company

We are a leading, predominantly non-union provider of less-than-truckload, or LTL, transportation services, offering a full spectrum of regional, inter-regional and long-haul services nationwide. We are one of the largest LTL carriers in the United States, with 208 service centers and a fleet of approximately 6,000 tractors and over 22,000 trailers, allowing us to provide full state coverage to all 50 states. Through our national footprint and our partnerships with other carriers, we are able to provide our customers with direct service to over 45,000 cities in the United States, Canada, Puerto Rico, Guam, the U.S. Virgin Islands and Mexico. In 2002, we served a diverse base of over 60,000 customers from varying industries and geographic markets, including customers in the retail, chemical, automotive, electronics and furniture industries. We employ a flexible, predominantly non-union workforce of over 14,500 employees.

We provide our services under two established brand names: Overnite Transportation Company, or Overnite Transportation, and Motor Cargo Industries, Inc., or Motor Cargo. Overnite Transportation, our primary carrier brand, is a nationwide LTL carrier, providing regional, inter-regional and long-haul service. Overnite Transportation offers a high-quality service product in each of those markets, with an on-time performance rate of 97% in 2002. Motor Cargo, which was acquired in November 2001, is a regional LTL transportation provider, primarily serving the western United States, including Alaska and Hawaii, as well as select markets in Canada, with an on-time performance rate of over 97% in 2002. Through Overnite Transportation and Motor Cargo, we offer our customers a comprehensive selection of service products. In addition to our core LTL service, we also provide our customers with a number of additional value-added LTL services, including expedited and guaranteed delivery, cross-border, assembly and distribution, trade show, government and third party logistics services. Our LTL services (including fuel surcharges associated with these services) accounted for approximately 92% of our operating revenue in 2002. In 2002, approximately 29% of our LTL operating revenue was derived from regional services, 43% was derived from inter-regional services and 28% was derived from long-haul services. We also provide customers with full truckload service, which includes both premium-service dedicated truckload transportation in select markets, as well as truckload delivery on our backhaul lanes. Our truckload services (including fuel surcharges associated with these services) accounted for approximately 8% of our operating revenue in 2002.

In 2002, we achieved an eight-year high in operating income despite a nationwide strike of Overnite Transportation by the International Brotherhood of Teamsters, or the Teamsters. This strike, which began in October 1999, was discontinued by the Teamsters in October 2002 without obtaining any contract or concessions from us. Commencing in July 2002, Overnite Transportation employees began to decertify the Teamsters as their

1

Table of Contents

collective bargaining representative at Overnite Transportation service centers. This decertification process has resulted in the Teamsters losing representation rights at all of the 26 Overnite Transportation service centers where they had previously gained certified representation rights, meaning that the Teamsters are no longer acting as the collective bargaining representative for employees at these locations. As a result of the successful resolution of the Teamsters’ strike and the decertifications, the Teamsters’ campaign to organize the employees of Overnite Transportation has ended at this time and management’s attention is no longer diverted by these issues. While we were able to achieve positive results during this period, both the Teamsters’ organizing efforts and the strike significantly limited our growth opportunities by hindering our operating efficiency and generating customer concerns about labor strife and its possible impact on service reliability. With the strike and the Teamsters’ organizing efforts resolved, we will now be able to increase our focus on enhancing customer relationships, generating new sales and improving the quality and efficiency of our services.

Prior to the offering, our business has been conducted primarily through Overnite Transportation and Motor Cargo. Overnite Transportation and Motor Cargo are indirect wholly owned subsidiaries of Overnite Holding, Inc., or Overnite Holding. Overnite Holding is a direct wholly owned subsidiary of Union Pacific Corporation, or Union Pacific. On August 4, 2003, Union Pacific announced that it intended to sell its entire interest in Overnite Holding through this offering. In order to facilitate our separation from Union Pacific, we and Union Pacific will engage in a number of transactions immediately prior to the consummation of this offering. See “—Corporate History and Background to the Offering” for a more complete summary of these transactions.

For the year ended December 31, 2002, on a pro forma basis after giving effect to this offering and the other transactions that will effectuate our separation from Union Pacific, we generated operating revenue of $1,351.8 million, operating income of $62.0 million and an operating ratio, defined as total operating expenses divided by operating revenue, of 95.4%.

Our Industry

According to the American Trucking Association, the trucking industry generated approximately $585 billion in revenue during 2002. The trucking industry consists of private fleets and “for-hire” carrier groups. The private fleet segment consists of fleets owned and operated by companies that move their own goods. The for-hire carrier segment is comprised principally of two types of motor carriers: truckload and LTL. Truckload carriers dedicate an entire trailer to one customer from origin to destination. LTL carriers typically pick up multiple shipments from multiple customers on a single truck and then route the goods through service centers, where freight may be transferred to other trucks with similar destinations for delivery. There are both union and non-union carriers in the LTL industry, with unionization being particularly prevalent for national carriers.

The LTL industry accounted for approximately $58 billion of revenue during 2002, and is estimated to be approximately $23 billion in size, excluding package/courier carriers. According to the American Trucking Association, LTL volume is forecasted to grow at an average rate of 3.1% per year through 2008. We estimate that in 2002 the 10 largest LTL carriers generated approximately $17 billion in revenues, representing at least 70% of the LTL industry, excluding package/courier revenues. We estimate that we are one of the 10 largest LTL carriers in our industry, with operating revenue in 2002 of $1.35 billion, or 7.9% of the approximately $17 billion in revenues generated by these carriers.

Depending on the distance shipped, the LTL industry is comprised of three principal markets:

2

Table of Contents

We believe that the regional and inter-regional markets of the LTL industry will experience the highest growth in the near future, as large U.S. companies increasingly adopt regional distribution strategies, focusing primarily on one- and two-day service, to replace distribution strategies requiring long-haul LTL transportation. The long-haul market, which is primarily served by a few unionized national carriers, is not expected to grow at the same rate as the regional and inter-regional markets. However, the long-haul market nonetheless provides a significant growth opportunity for regional carriers with a national footprint, given the overall size of this market and the ability of these carriers to offer a competitively priced long-haul product.

We believe that the following key industry characteristics favor non-union, established, well-capitalized carriers:

Customers in the LTL industry are generally divided into two categories: national and local accounts. National accounts are predominantly large companies with multiple shipping locations and whose pricing negotiations are typically handled at a centralized location. While generating higher shipping volumes, national accounts customarily have significant purchasing power and therefore typically generate lower profit margins for carriers. Local accounts are typically small to mid-sized companies whose pricing negotiations are conducted at each shipping location. While they typically generate smaller volumes, the lower purchasing power of local account customers usually translates to higher profit margins for carriers. National and local accounts each utilize LTL carriers for regional, inter-regional and long-haul service.

Business Strengths and Competitive Advantages

We believe the following strengths are critical to our success:

Flexible Non-Union Workforce.    We believe that our predominantly non-union workforce provides us with a significant advantage over union LTL carriers, including less restrictive work rules and lower labor costs, particularly with respect to benefit plan costs. The advantages of a less restrictive workforce include flexible work hours and the ability of our employees to perform multiple tasks, which we believe result in greater productivity, customer service and efficiency.

Comprehensive Nationwide Footprint.    Through our network of 208 service centers and our partnerships with other carriers, we are able to offer full state coverage to all 50 states, as well as points in Canada, Puerto Rico, Guam, the U.S. Virgin Islands and Mexico. The recent acquisition of Motor Cargo expanded our national reach by providing an established regional service base in the western United States.

Diversified Portfolio of High-Quality Services.    Our diversified portfolio of services, in addition to our core high-quality LTL services, allows us to provide our customers with a “one-stop shop” for their shipping needs. Our services include expedited and guaranteed delivery, assembly and distribution, trade show and government services. We also offer cross-border LTL services to Canada, Puerto Rico, Guam, the U.S. Virgin Islands and Mexico. We have also begun to offer both existing and prospective customers non-asset based third

3

Table of Contents

party logistics solutions in which we manage a number of supply chain activities. In addition to our LTL services, we provide our customers with truckload transportation solutions, including premium-service dedicated truckload transportation for selected customers where reliability is a critical requirement.

Established and Diverse Customer Base.    In 2002, we derived our revenue from over 60,000 customers from a variety of geographic regions and industries, with our top 20 customers accounting for 25% of operating revenue. Our customers range in size from small local customers to large national accounts with multiple shipping and distribution points. We have established long-term, service-based relationships with a number of our customers, and all of our top 20 customers have relationships with us that extend over five years. We believe that our established customer base and the diverse geographic and industry concentration of our customers help protect our business from adverse developments in a single geographic region or economic downturns that disproportionately affect certain industries.

Focused Yield Management Processes.    We have developed and streamlined a number of proven initiatives to control costs and improve profitability. We use an activity-based costing system to monitor and manage the profitability of all of our customer accounts and service centers. As part of these processes, operating ratios are calculated and monitored for customers and service centers to identify those that warrant further review. This results in a continuous process of review, corrective action and improvement.

Experienced Management Team.    Our senior management team has an average of more than 25 years in transportation related industries. This team was assembled in 1996 and successfully executed a turnaround of our operations, which has positioned us for future growth. Over the past seven years, our senior management team has successfully returned our company to profitability and has resolved the issues raised by organized labor unions.

Growth Strategy

Our goal is to generate shareholder value through profitable revenue growth. We believe we have the capacity available to take on additional revenue without a significant increase in fixed costs. We are executing a number of initiatives to increase revenue and enhance our profitability by focusing on customers and markets that produce the highest profit margins for our business. We intend to achieve our goal by implementing the following business strategies:

Continue to Gain Market Share in Long-Haul Markets.    In the long-haul market, we believe that we offer a better service product than that of our union competitors, providing shorter transit times on many major market lanes at competitive prices. While we currently have a small market share, we view the long-haul market as our most promising growth opportunity, due to the overall size of the long-haul market, the competitive nature of our service offerings and labor costs that are generally lower than those of our union competitors. We also intend to continue to selectively take advantage of customer and market opportunities available due to the September 2002 closure of Consolidated Freightways Corporation, which predominantly provided long-haul LTL service.

Continue to Grow Regional and Inter-Regional Business.    The regional and inter-regional markets are the fastest growing areas of the LTL industry, as large U.S. companies increasingly adopt regional distribution strategies to replace distribution strategies requiring long-haul LTL transportation. We believe that our existing service levels and our commitment to improve the quality and scope of our service offerings will position us to benefit from the expansion of this market. We are continuously working to reduce transit times, improve on-time delivery and reduce cargo claims in order to gain new customers.

Increase Sales to Local Accounts.    Local accounts historically have produced higher margins as a result of the lower purchasing power held by local customers. We have undertaken a number of sales initiatives to capture additional local account customers as well as increase our sales to existing local customers.

4

Table of Contents

Achieve Growth from Expanded Service Offerings.    We plan to focus on growing sales outside of our core LTL service-base. We have expanded our portfolio of ancillary high-margin, value-added LTL services, which include expedited and guaranteed delivery, cross-border, assembly and distribution, trade show, government and third party logistics services. As these services accounted for only 9% of our operating revenue for 2002, and as we had only a small percentage of market share for these services, we believe this market offers a significant growth opportunity. We are also expanding the scope of our dedicated truckload service offering, which accounted for 4% of our operating revenue for 2002. We intend to capture additional sales from these services by working with our customers to develop customized LTL and truckload services to address their evolving transportation service needs.

Offer Integrated Service Solutions.    We believe that customers in the LTL industry are simplifying shipping needs by reducing the number of motor carriers they use and shifting their demand for LTL services to carriers that are capable of providing a “one-stop shop” for their regional, inter-regional, long-haul and specialty shipping needs. Our broad geographic scope, variety of service offerings and focus on customer satisfaction position us to capitalize upon this trend.

Drive Operating Efficiencies.    We continually seek to re-engineer our freight handling procedures to reduce intermediate handling, improve service and reduce cargo claims. As we no longer need to devote managerial and capital resources towards addressing the Teamsters’ strike and related labor matters, we are implementing an increasing number of efficiency directives, particularly with respect to reducing transit times and improving network density.

Selectively Pursue Acquisition Opportunities.    We believe that our industry provides selected opportunities for expansion through acquisition. In the future, we may consider smaller acquisitions both to complement our nationwide infrastructure through the acquisition of assets and service centers from other industry participants and to increase our density in geographic areas where we have capacity to do so.

Corporate History and Background to the Offering

Corporate History.     Overnite Transportation was founded in 1935, became a public company in 1957 and was acquired by Union Pacific in 1986. In November 2001, Union Pacific acquired Motor Cargo, a regional LTL ground transportation services provider in the western United States, including Hawaii and Alaska, as well as select markets in Canada. Immediately following the acquisition, Union Pacific transferred Motor Cargo to us as a wholly owned subsidiary of our company. Overnite Transportation and Motor Cargo are indirect wholly owned subsidiaries of Overnite Holding.

The Divestiture Transaction.    In order to facilitate this offering and our separation from Union Pacific, immediately prior to the consummation of this offering, Overnite Corporation, a newly formed corporation, will acquire from Union Pacific all of the outstanding common stock of Overnite Holding. In exchange, Overnite Corporation will issue to Union Pacific (1) 27.5 million shares of its common stock, which will represent all of the outstanding shares of common stock of Overnite Corporation upon consummation of the transaction, and (2) a $1.0 million promissory note to be payable by Overnite Corporation six months following the date of consummation of the transaction. In addition, subsequent to this transaction but immediately prior to the consummation of this offering, Overnite Holding will pay to Union Pacific a dividend consisting of $128.0 million in cash, which will be payable from the proceeds of the initial borrowings under a new bank credit facility, and the forgiveness of our net intercompany advances to Union Pacific as of the date of the transaction, which amounted to $196.5 million as of June 30, 2003. We refer to this series of transactions in this prospectus as the “Divestiture Transaction.”

5

Table of Contents

In connection with the Divestiture Transaction, Union Pacific will provide us with $4.5 million in cash in order to pay a portion of the fees associated with our new bank credit facility, which payment will reduce the balance of our net intercompany advances to Union Pacific. Union Pacific will also provide us with cash in an amount such that our total cash balance as of the date of consummation of the Divestiture Transaction will be $13.1 million. Based upon our cash balance of $4.4 million as of June 30, 2003, this would have resulted in a further reduction in the balance of our net intercompany advances to Union Pacific of approximately $8.7 million. Accordingly, if the Divestiture Transaction had occurred on June 30, 2003, the value of our net intercompany advances to Union Pacific as of that date would have been reduced from $196.5 million to $183.2 million.

As a result, assuming the Divestiture Transaction had occurred on June 30, 2003, the aggregate value of the consideration that Union Pacific would have received in the Divestiture Transaction (assuming an offering price of $18.00 per share, the midpoint of the range set forth on the cover page of this prospectus) would have been approximately $807.2 million. For more information, see the “Divestiture Transaction.”

Following the Divestiture Transaction, Overnite Transportation and Motor Cargo will become indirect wholly owned subsidiaries of Overnite Corporation. Union Pacific, as the selling shareholder, will initially sell in this offering approximately 90.9% of the common stock of Overnite Corporation that it receives in the Divestiture Transaction. In the event that the underwriters’ over-allotment option is exercised in full, Union Pacific will sell in this offering 100% of the common stock of Overnite Corporation that it receives in the Divestiture Transaction. The existing management of Overnite Transportation will operate Overnite Corporation after the Divestiture Transaction and this offering.

Bank Credit Facility.    In connection with the Divestiture Transaction and this offering, we expect to enter into a new $300.0 million bank credit facility with a syndicate of lenders which is being arranged by Credit Suisse First Boston, a Swiss bank and an affiliate of Credit Suisse First Boston LLC, and SunTrust Capital Markets, Inc., as joint lead arrangers and joint book-runners. Our new bank credit facility will include a $125.0 million term loan and a $175.0 million revolving loan facility, of which up to a maximum of $150.0 million will be available for the issuance of letters of credit. The term loan will be drawn immediately prior to consummation of this offering and used to pay a portion of the cash dividend to Union Pacific in the Divestiture Transaction. The remaining portion of the cash dividend payable to Union Pacific in the Divestiture Transaction will be funded with our initial borrowings under the revolving loan facility. Following the consummation of the Divestiture Transaction and this offering, the remaining capacity of the revolving loan facility will be available for working capital, capital expenditures, general corporate purposes and to support letters of credit. Our new bank credit facility is expected to have a term of five years. Obligations under our new bank credit facility will be secured by a first-priority lien on and security interest in all of the capital stock of Overnite Holding, Overnite, Inc. and Overnite Transportation, as well as all of the capital stock held by Overnite Transportation and any guarantor under the facility. We expect that Credit Suisse First Boston and affiliates of Banc of America Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated will be lenders under our new bank credit facility. See “Bank Credit Facility” for a more detailed discussion of the expected terms of our new bank credit facility.

Effects of the Separation from Union Pacific and the Offering.    Following the Divestiture Transaction and this offering, we will become a stand-alone company separate from Union Pacific. Accordingly, we will no longer receive interest income from Union Pacific, which accounted for $19.1 million of interest income in 2002, and we expect to incur certain costs in connection with operating as a stand-alone company that will exceed the costs that are currently incurred or are charged to us by Union Pacific. We currently estimate that we will incur approximately $9.1 million per year of incremental operating expenses as a result of becoming a stand-alone public company. Further, in connection with this offering, we expect to incur charges and expenses relating to the establishment of certain incentive programs for management, initial grants of our common stock to employees

6

Table of Contents

and the acceleration of vesting requirements of existing awards granted under certain Union Pacific incentive programs, which we expect to result in aggregate one-time costs of approximately $13.3 million. For more information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Effects of the Separation from Union Pacific and the Offering” and the unaudited pro forma consolidated financial statements included elsewhere in this prospectus.

Arrangements with Union Pacific Corporation.    While the Divestiture Transaction and this offering will effectuate our separation from Union Pacific, we are entering into a number of agreements with Union Pacific that will remain in effect after this offering is consummated. The following briefly summarizes the principal terms of these agreements:

For more information regarding the arrangements we expect to have with Union Pacific following this offering, see “Arrangements with Union Pacific Corporation.”

7

Table of Contents

Recent Unaudited Quarterly Financial Results

Although financial statements for the three and nine month periods ended September 30, 2003 are not yet available, the following summarizes preliminary unaudited consolidated financial data for these periods of Overnite Holding, including its wholly owned subsidiary Overnite, Inc. and its wholly owned subsidiaries Overnite Transportation and Motor Cargo. The preliminary unaudited consolidated financial data described in the following summary may be revised as a result of management’s review or in connection with the preparation of the unaudited consolidated financial statements of Overnite Holding for these periods. In the opinion of management, the unaudited consolidated financial data set forth below include all adjustments (consisting of only normal recurring adjustments) necessary for a fair presentation of the financial data. The results for any interim period are not necessarily indicative of the results that may be expected for a full fiscal year. The following summary should be read in conjunction with the consolidated financial statements included elsewhere in this prospectus and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

For the three months ended September 30, 2003, operating revenue was $384.2 million, an increase of $29.5 million, or 8.3%, from operating revenue of $354.7 million for the comparable period of 2002. Operating income for the three months ended September 30, 2003 was $28.8 million, an increase of $3.2 million, or 12.5%, over operating income of $25.6 million for the three months ended September 30, 2002, and we had an operating ratio during the quarter of 92.5%, compared to 92.8% in the third quarter of 2002. For the quarter, net income was $19.7 million, a decrease of $32.6 million, or 62.3%, from net income of $52.3 million in the third quarter of 2002. Net income for the three months ended September 30, 2002 included a one-time benefit of $33.7 million as a result of the resolution of certain tax matters with the Internal Revenue Service, which was accounted for as a reduction of income tax expense during the period.

For the nine months ended September 30, 2003, operating revenue was $1,097.4 million, an increase of $96.8 million, or 9.7%, over operating revenue of $1,000.6 million in the first nine months of 2002. Operating income for the nine months ended September 30, 2003 was $62.4 million, an increase of $8.0 million, or 14.7%, over operating income of $54.4 million for the nine months ended September 30, 2002, and we had an operating ratio during the first nine months of 2003 of 94.3%, compared to 94.6% during the first nine months of 2002. For the nine months ended September 30, 2003, net income was $43.7 million, a decrease of $32.0 million, or 42.3%, from net income of $75.7 million for the nine months ended September 30, 2002. As discussed above, net income for the nine months ended September 30, 2002 included a one-time benefit of $33.7 million as a result of the resolution of certain tax matters with the Internal Revenue Service, which was accounted for as a reduction of income tax expense during the period.

Other Information

Our headquarters are located at 1000 Semmes Avenue, Richmond, Virginia 23224. Our telephone number is (804) 231-8000.

8

Table of Contents

The Offering

The aggregate number of shares of common stock to be outstanding after this offering excludes:

9

Table of Contents

Summary Historical and Pro Forma Financial Data

The following table sets forth summary historical consolidated financial and operating data for Overnite Holding, including its wholly owned subsidiary Overnite, Inc. and its wholly owned subsidiaries Overnite Transportation and Motor Cargo. The summary historical consolidated financial and operating data for Overnite Holding reflects the operations of Motor Cargo from the date of its acquisition on November 30, 2001.

The summary historical consolidated statement of income data for each of the years in the three year period ended December 31, 2002 and summary historical consolidated balance sheet data as of December 31, 2001 and 2002 has been derived from the audited consolidated financial statements of Overnite Holding, which are included elsewhere in this prospectus. The summary historical consolidated balance sheet data as of December 31, 2000 has been derived from the unaudited consolidated financial statements of Overnite Holding, which are not included in this prospectus. The summary historical consolidated statement of income data for the six months ended June 30, 2002 and 2003 and summary historical consolidated balance sheet data as of June 30, 2002 and 2003 has been derived from the unaudited consolidated financial statements of Overnite Holding, which are included elsewhere in this prospectus. In our opinion, the unaudited consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and include all adjustments (consisting of only normal recurring adjustments) necessary for a fair presentation of the information set forth therein. The results for any interim period are not necessarily indicative of the results that may be expected for a full fiscal year.

The following table also sets forth summary unaudited pro forma consolidated financial data, which gives effect to the transactions described in our unaudited pro forma consolidated financial statements included elsewhere in this prospectus. The unaudited pro forma consolidated financial data has been derived from the consolidated financial statements of Overnite Holding and includes all adjustments that, in our opinion, are necessary to present fairly the unaudited pro forma consolidated financial data. The pro forma adjustments are based upon available information and certain assumptions we believe are reasonable. The unaudited pro forma consolidated financial data is presented for informational purposes only and does not purport to represent what our results of operations or financial position actually would have been had the transaction reflected occurred on the dates indicated or to project our financial position as of any future date or our results of operations for any future period.

You should read the following summary historical and pro forma financial data in conjunction with “Selected Historical Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and unaudited pro forma consolidated financial statements included elsewhere in this prospectus.

10

Table of Contents

11

Table of Contents

12

Table of Contents

EBITDA is calculated in the following manner for each of the periods presented:

13

Table of Contents

RISK FACTORS

An investment in our common stock involves risks. You should carefully consider the following risk factors, in addition to the other information contained in this prospectus, before deciding to purchase any shares of our common stock.

Risks Related to Our Business

We are subject to general economic factors that are largely out of our control, any of which could have a material adverse effect on our business, results of operations and financial condition.

Our business is subject to a number of general economic factors, many of which are largely out of our control, that may have a material adverse effect on our business, results of operations and financial condition. These include recessionary economic cycles and downturns in our customers’ business cycles, particularly customers in the retail industry, which accounted for approximately 35% of our operating revenue in 2002, as well as downturns in the principal regional economies where our operations are located. Economic conditions may adversely affect our customers’ business levels and the amount of transportation services that they need. Furthermore, customers encountering adverse economic conditions may have difficulty in paying for our services. Finally, terrorist activities, anti-terrorist efforts, war or other armed conflicts involving the United States or its interests abroad may have a material adverse effect on the U.S. and global economies and on our business, results of operations or financial condition.

We operate in a highly competitive industry.

Numerous competitive factors could impair our ability to maintain our current level of profitability and adversely affect our financial condition. These factors include the following:

14

Table of Contents

Our pension plans are underfunded, which will require us to make significant contributions to the plans and reduce the cash available for our business.

We have several contributory and non-contributory pension plans covering substantially all of our employees. We are required to make cash contributions to our pension plans to the extent necessary to comply with minimum funding requirements imposed by employee benefit and tax laws. The amount of any such required contributions will be determined annually based on an annual actuarial valuation of the plans as performed by the plans’ actuaries. In addition, the Job Creation and Worker Assistance Act of 2002, or JCWAA, includes temporary funding relief rules allowing companies in 2002 and 2003 to use discount rates for determining required cash contributions equal to 120% of the weighted average 30-year U.S. Treasury bond yield. During 2002, we contributed $126.5 million in cash to our defined benefit pension plans, of which $125.0 million was voluntary. With this contribution, our defined benefit pension plans were approximately 94% funded on an IRS funding basis as of December 31, 2002. Through September 30, 2003, we contributed $45.7 million to our defined benefit pension plans, of which $45.0 million was voluntary. Subsequent to 2003, we expect to continue funding approximately $45 million per year to help manage any potential required funding in the future. However, the actual amount of contributions subsequent to 2003 will depend upon asset returns, then-current discount rates and a number of other factors, and the amount we may elect or be required to contribute to our pension plans in the future may increase significantly. Specifically, if the funding relief measures under the JCWAA are not extended to years subsequent to 2003, we may be required to make significantly higher cash contributions in future periods, which would reduce the cash available for our business.

Adverse interest rate or equity market conditions may increase our pension liability, which could result in reductions to shareholders’ equity.

Our pension plan assets are principally invested in equity securities, fixed-income securities and short-term securities. Recent declines in equity markets and interest rates have had a negative impact on the funded status of our pension plans. As of December 31, 2002, the projected benefit obligation under our pension plans exceeded the plans’ fair value of assets by $208.2 million, based on a discount rate of 6.75%. If long-term interest rates remain at or decline from current levels, we would be required to value our pension liabilities using a discount rate which would be lower than the 6.75% discount rate used as of December 31, 2002 and, as a result, we would be required to record an additional minimum pension liability adjustment. Specifically, if liabilities were required to have been measured as of October 28, 2003, the applicable discount rate would have been 6.50%, or 0.25% lower than the discount rate used as of December 31, 2002. In addition, if the actual value of our plan assets were to deteriorate from their current levels, we may be required to make a liability adjustment. In the event of a liability adjustment from either a decline in discount rates or a deterioration of plan assets, the liability adjustment would be recorded as a reduction to shareholders’ equity, after tax. The equity would be restored to the balance sheet in future periods only if the fair value of plan assets exceeded the accumulated benefit obligation. We estimate that each 0.25% decrease in discount rate or 1% decrease in actual asset return would have had a negative impact on our funded status as of December 31, 2002 of $34.4 million and $5.7 million, respectively. Further, while actual changes in shareholders’ equity depend upon a number of variables and other assumptions, we estimate that each 0.25% decrease in discount rate or 1% decrease in actual asset return would result in a reduction to shareholders’ equity, net of tax, of $17.9 million and $4.0 million, respectively, as of December 31, 2003.

Declines in equity markets or interest rates may result in increased pension expense.

The declines in equity markets and interest rates in recent years have also resulted in increased pension expense during prior periods. We decreased our assumed rate of return on pension plan assets during 2002 from 10% to 9%. This assumption change resulted in an increase in 2002 pension expense of $5.3 million. During 2002, actual asset returns for our pension plans were adversely affected by deterioration in the equity markets, and the actual return on plan assets in 2002 was negative 10.7%. Our 2003 assumed rate of return on plan assets is 8% and the actual return on plan assets through September 30, 2003 was approximately 14%. Our pension expense in 2002 was $26.1 million, while 2003 pension expense is expected to be $30.2 million. While pension

15

Table of Contents

expense in future periods will depend upon a number of variables and assumptions, we estimate that each 0.25% decrease in discount rate or 1% decrease in our assumed asset return would result in an increase in expected 2004 pension expense of $4.6 million and $7.2 million, respectively. Further, since asset related gains and losses are recognized over a five year period, prior period reductions in the value of plan assets may continue to have an impact on pension expense in future periods.

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Pension Plans” and note 8 to our audited consolidated financial statements included elsewhere in this prospectus for additional information regarding our pension plans.

An increase in the cost of healthcare benefits could have a negative impact on our profitability.

We sponsor health insurance for employees, retirees and their dependents through Health Maintenance Organizations, or HMOs, and Preferred Provider Organizations, or PPOs, and offer a competitive healthcare program to attract and retain our employees. These benefits comprise a significant portion of our operating expenses. It is possible that healthcare costs could become increasingly cost prohibitive, either forcing us to make changes to our benefits program or negatively impacting our future profitability.

Insurance and claims expenses could significantly increase our costs.

Companies in the industry in which we operate are exposed to claims related to cargo loss and damage, property damage, personal injury and workers’ compensation. We currently self-insure for a portion of our claims exposure resulting from these risks, ranging from $250,000 for general liability to $5.0 million per claim for automobile liability. If the number or severity of claims for which we are self-insured increases, our operating results could be adversely affected. We also maintain insurance with third party insurance carriers above the amounts for which we self-insure. However, insurance carriers have recently begun to raise premiums for many transportation companies. If our insurance carriers were to increase our premiums, we would be required to either absorb the increase in premium costs and/or raise our self-insured retention, which could significantly increase our insurance and claims expense.

In addition, both our insurance carriers and the states in which we operate require us to post either letters of credit or surety bonds to collateralize our self-insured retention. If our insurance carriers or the states in which we operate require us to increase the amount of collateral we provide in the future, we could face increased costs, including the payment of additional fees to the providers of letters of credit and surety bonds. Further, the market for surety bonds has recently begun to deteriorate, and carriers are facing difficulties in obtaining surety bonds, which we primarily use to collateralize our state workers’ compensation self-insurance. If we were to face difficulties in obtaining surety bonds, we would be required to provide letters of credit, which will increase the costs we incur to collateralize our self-insured retention. In addition, since our letters of credit will generally be considered as debt under the financial covenants for our financing arrangements, increases in the amount of letters of credit we have outstanding to collateralize our self-insurance obligations will reduce our capacity for additional borrowings.

We will face increased expenses as a stand-alone company.

Since 1986, we have been a wholly owned subsidiary of Union Pacific. Although we have operated as a separate business, distinct from Union Pacific’s other activities, we have relied on Union Pacific for certain support functions, as well as financial support. We currently estimate that we will incur approximately $9.1 million per year of incremental operating expenses as a result of being a stand-alone public company. These stand-alone costs are estimates, and actual incremental expenses could be materially different from these estimates. In addition, we will no longer receive interest income from Union Pacific, which accounted for $19.1 million of interest income in 2002, and we will be required to incur interest expense in respect of our initial borrowings under our new bank credit facility. Furthermore, we have historically funded our working capital and capital expenditures from cash flow from operations. Following this offering, in the event our cash flow is not

16

Table of Contents

sufficient to fund our operations and capital expenditures, we may be required to incur third-party indebtedness, including indebtedness under our new bank credit facility, as we will no longer be able to rely on Union Pacific for funding or credit support in such an event. Accordingly, we may incur additional indebtedness, interest expense and financing fees in the future. As a result of these factors, investors should not rely on our historical income and cash flows as necessarily indicative of the income and cash flows that we might have had if we had been operating as an independent company during those periods. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Effects of Separation from Union Pacific and this Offering” and “—Liquidity and Capital Resources” and the unaudited pro forma consolidated financial statements included elsewhere in this prospectus.

In addition, following this offering and our separation from Union Pacific, we will be required to relocate our St. Louis data center, which contains a significant portion of our core business applications and is operated and managed by Union Pacific, to our Richmond data center. The costs of this transition, which will include costs associated with upgrading our systems in Richmond, purchasing system software and obtaining third party software licenses, are expected to represent approximately $6 million. We anticipate incurring most of these costs in 2004.

We will face additional insurance expenses as a stand-alone company.

As described above, we will face increased operating expenses as a stand-alone entity. A significant portion of this increase will result from the incurrence of additional insurance and workers’ compensation expenses. Union Pacific currently administers an insurance program for workers’ compensation and public liability claims for its corporate entities, including us. Under the program, Union Pacific has provided indemnities, insurance guarantees, letters of credit and surety bonds to states and insurance companies for the performance of our obligations under these claims. Following this offering, we will no longer be affiliated with Union Pacific, and Union Pacific will no longer provide such indemnities, guarantees, letters of credit or surety bonds for our benefit under this program. As a stand-alone company, we will be required to obtain new insurance policies and reapply as a self-insurer in several of the states in which we operate. As a result, insurance carriers and those states will reevaluate our creditworthiness on a stand-alone basis, and the amount of collateral that we must post to secure our self-insurance exposure will likely increase. Accordingly, we will face increased expenditures to provide our own indemnities, guarantees, letters of credit and surety bonds. In addition, we will be required to obtain insurance for our directors and officers. Of the $9.1 million of increased operating expenses we estimate we will incur as a stand-alone entity, we estimate that expenses for insurance and workers’ compensation will account for approximately $4.2 million each year. Further, if any state were to reject our application to act as a workers compensation self-insurer and we were unable to obtain workers compensation insurance from an insurance company, we would be prohibited from operating in that state and our operations would be materially adversely affected.

If our relationship with our employees were to deteriorate, we could be adversely affected.

While the Teamsters union no longer represents any of our 12,600 employees at Overnite Transportation, employees at two of our Motor Cargo service centers located in North Salt Lake, Utah and Reno, Nevada, representing approximately 11% of our total Motor Cargo work force at 37 service centers, are covered by two separate collective bargaining agreements with unions affiliated with the Teamsters. On September 15, 2003, employees at Motor Cargo’s Reno service center filed a petition to decertify the Teamsters as their collective bargaining representative. At the decertification election held on October 23 and 24, 2003, employees at Motor Cargo’s Reno service center voted to retain the Teamsters as their collective bargaining representative. On October 24, 2002, the Teamsters ended a three-year nationwide strike of Overnite Transportation, our principal business unit. While the Teamsters ended their strike without obtaining a contract or any concessions from us, the strike did cause us to incur significant expenditures for the protection of our employees and property, and diverted the time and attention of our management from our normal operations. Although we focus on maintaining a productive relationship with our employees, we cannot ensure that in the future the Teamsters will

17

Table of Contents

not again attempt to organize Overnite Transportation employees or that we will not be subject to work stoppages, strikes or other types of conflicts with our employees or organized labor. Any such event could have a material adverse effect on our ability to operate our business and serve our customers and could materially impair our relationships with key customers and suppliers. Accordingly, any future labor conflict could have a material adverse effect on our business, results of operations and financial condition.

At the height of the Teamsters’ campaign to unionize Overnite Transportation employees, the Teamsters had petitioned to gain representation rights at over 60 of Overnite Transportation’s 170 service centers, and they ultimately gained certified representation rights at 26 of these service centers. Since July 2002, the Teamsters have been decertified and no longer represent Overnite Transportation employees as the collective bargaining representative at any of these service centers. As a result of the decertifications and the successful resolution of the Teamsters’ strike, the Teamsters’ campaign to organize the employees of Overnite Transportation has ended at this time. However, if the Teamsters renew their organization efforts, we would likely face significant costs, which would divert resources that we would otherwise use to focus on executing our business strategy. In addition, if the Teamsters were successful in organizing our employees in the future, our flexibility in dealing with our workforce could be significantly hampered, and we could be subject to the potential of increases in labor, benefits and other similar costs. Any of these factors could have an adverse effect on our business, results of operations and financial condition.

We have significant ongoing capital requirements.

Our business requires substantial ongoing capital investment, particularly for tractors, trailers, service centers and technology. Our capital expenditures in 2002 were $64.6 million, excluding an additional $1.0 million for operating lease commitments, and we expect to make capital expenditures of approximately $58.0 million in 2003, excluding approximately $2.0 million for operating lease commitments. We expect that operating leases, the revolving credit facility under our new bank credit facility, secured equipment financing and cash flow from operations will be our primary sources of financing for capital expenditures. If we are unable to enter into leases, raise sufficient capital, borrow sufficient funds on terms that are acceptable to us or generate sufficient cash from operations to finance our capital expenditures, we may be forced to limit our growth and operate existing equipment for significant periods of time, each of which could have a material adverse effect on our business, results of operations and financial condition.

We may be adversely impacted by fluctuations in the price and availability of fuel.

In 2002, fuel (excluding fuel taxes) represented approximately 4% of our total operating costs. The market price for fuel can be extremely volatile and can be affected by a number of economic and political factors. In particular, reduced oil production as a result of the war in Iraq, the continued deterioration of the political climate in the Middle East and certain parts of Africa and the instability of oil production in Venezuela have contributed to significant increases in fuel prices. In addition, changes in Federal or state regulations can impact the price of fuel, as well as increase the amount we pay in fuel taxes. When fuel costs exceed specific levels, we seek to charge a portion of the higher cost to our customers as a fuel surcharge. While we have historically been able to offset significant increases in fuel prices through fuel surcharges, we cannot be certain that we will be able to do so in the future. If fuel prices increase and we are unable to pass the increased cost to our customers, the additional expense could have a material adverse effect on our business, results of operations and financial condition.

The fuel surcharges we negotiate with our customers only apply when our fuel costs exceed specified levels. Further, these fuel surcharges are customarily limited by caps on the amounts required to be paid by our customers. Accordingly, in order to protect against fluctuations in fuel prices that are not covered by fuel surcharges, we frequently enter into fuel hedging arrangements. In the event we are not hedged, we are at risk to the extent that changes in the market price of fuel are not covered by our negotiated fuel surcharge arrangements. Alternatively, while the use of fuel hedging arrangements may provide us with protection from adverse

18

Table of Contents

fluctuations in fuel prices, by utilizing these arrangements we potentially forgo the benefits that might result from favorable fluctuations in fuel prices or, in some cases, we may incur hedging losses. We have not hedged any of our remaining forecasted fuel consumption for 2003.

Our operations may also be adversely affected by any limit in the availability of fuel. Continued disruptions in the political climate in key oil producing regions in the world, particularly in the event of wars or other armed conflicts, could severely limit the availability of fuel in North America. In the event we face significant difficulty in obtaining fuel, our business, results of operations and financial condition would be materially adversely affected.

If we were to lose one or more of our key customers, our business may be adversely affected.

Our top 20 customers accounted for approximately 25% of our operating revenue in 2002. If we were to lose one or more of our key customers, we might not be able to capture additional volume from other customers to offset the fixed costs historically covered by the loss of revenue. Further, the loss in volume from one or more significant customers could adversely affect our density in a particular region or lane, which would adversely affect our profitability until we could generate additional volumes or until we could adjust our costs to the lower level of volume. Accordingly, the loss of one or more significant customers could have a material adverse effect on our results of operations and financial condition. Specifically, the loss of a significant customer contributed to the $5.9 million decrease in our dedicated truckload operating revenue in 2001 as compared to 2000.

If we lose key members of our senior management, our business may be adversely affected.

During the early 1990s, we faced a number of operational difficulties, resulting in declines in service levels and profitability and a deterioration of our relationship with our employees. In 1995 and 1996, Overnite Transportation experienced net losses, the first in its 60-year history. Our current management team was assembled in 1996 and was instrumental in the successful turnaround of our company, restoring us to profitability and resolving the issues raised by organized labor unions. Accordingly, we believe that the success of our current business strategy significantly benefits from the continued employment of this senior management team. If one or more members of our senior management team become unable or unwilling to continue in their present positions, our business could be adversely affected.

We may face increased prices for new equipment.

Investment in new equipment is a significant part of our annual capital expenditures. We may face difficulty in purchasing new equipment on a timely basis. Any delay in receiving equipment from our anticipated sources could require us to seek equipment from alternative sources at increased prices. In addition, a number of tractor manufacturers have begun to raise the prices of new equipment, particularly in response to new government-imposed emissions standards on diesel engines that went into effect in October 2002. Any delay in receiving equipment could impair our ability to serve our customers or could result in a significant increase in our anticipated capital expenditures and, accordingly, have a material adverse effect on our business, results of operations and financial condition.

We rely on purchased transportation, making us vulnerable to increases in costs of these services.

We use purchased transportation, primarily intermodal rail and contract linehaul from truckload carriers, to handle lane imbalances and to expand capacity to accommodate surges in business. We will move trailer loads in one direction using purchased intermodal rail service or contract carriage in situations when scheduling one of our drivers to move the load would result in the driver returning with empty trailers. We will also, on occasion, augment our linehaul capacity during certain peak periods through the use of purchased transportation. In addition, in our assembly and distribution service, we frequently contract with third party truckload carriers to transport customer shipments we have consolidated for long-haul shipping. A reduction in the availability of

19

Table of Contents

purchased transportation may require us to incur increased costs to satisfy customer shipping orders. We may be unable to pass along increases in third party shipping prices to our customers. Any of these factors could have an adverse effect on our profitability and our results of operations.

We may face difficulties in attracting and retaining drivers.

Competition for qualified drivers can be intense within the transportation industry, and periodically the trucking industry has suffered from a shortage of drivers. We believe that this issue has primarily affected truckload carriers. Recently, we have not experienced problems hiring a sufficient number of qualified drivers. However, there can be no assurance that we will not experience a shortage of drivers in the future, particularly in regions such as the Northeast, which have very competitive labor markets. Any shortage in drivers could result in temporary under-utilization of our equipment, difficulty in meeting our customers’ demands and increased compensation levels, each of which could have a material adverse effect on our business, results of operations and financial condition.

We operate in a highly regulated industry and costs of compliance with, or liability for violations of, existing or future regulations can be significant.

We are regulated by the Federal Motor Carrier Safety Administration and the Surface Transportation Board, independent agencies within the U.S. Department of Transportation, or DOT, and by various Federal and state agencies. These regulatory authorities have broad powers, generally covering matters such as the authority to engage in motor carrier operations, hours of service, safety, consolidations and acquisitions and periodic financial reporting. Our industry is also subject to regulatory and legislative changes, such as increasingly stringent environmental and occupational safety and health regulations or limits on vehicle weight and size, security and ergonomics. Compliance with current and future regulations could substantially impair equipment productivity, require changes in our operating practices, negatively affect the level of service we provide our customers and increase our costs. In addition, violations of regulations can subject us to fines and penalties, and significant or repeated violations could result in governmental action to curtail or suspend our operations. See “Business—Regulation” for a more complete discussion of the regulations that affect our business.

We are subject to various environmental laws and regulations.

We are subject to various Federal, state and local environmental laws and regulations that address, among other things, the transportation, management and disposal of hazardous materials, discharge of stormwater, facility and vehicle emissions into the atmosphere and underground and aboveground fuel storage tanks. Under specific environmental laws, we can be held responsible for any costs relating to contamination at our past or present facilities and at third party waste disposal sites, including cleanup costs, fines and penalties, and personal injury and property damages. Under some of these laws, liability for the entire cost of the cleanup of contaminated sites can be imposed upon any current or former owner or operator, or upon any party who sent waste to the site, regardless of the lawfulness of the activities that led to the contamination. We cannot assure you that our costs of complying with current or future environmental laws or liabilities arising under such laws will not have a material adverse affect on our business, results of operations or financial condition.

The U.S. Environmental Protection Agency, or EPA, has issued regulations that require progressive reductions in exhaust emissions from certain diesel engines through 2007. New emissions standards under the regulations and a judicial consent decree went into effect for certain engines beginning in October 2002. In addition, the regulations require subsequent reductions in the sulfur content of diesel fuel beginning in June 2006 and the introduction of emissions after-treatment devices on newly-manufactured engines and vehicles beginning with the model year 2007. Each of these requirements could result in higher prices for tractors and diesel engines and increased fuel and maintenance costs. These adverse effects, combined with the uncertainty as to the reliability of the vehicles equipped with newly-designed diesel engines and the residual values that will be realized from the disposition of these vehicles, could increase our costs and have a material adverse effect on our business, results of operations and financial condition.

20

Table of Contents

Our business may be affected by seasonal factors and harsh weather conditions.

Our business is subject to seasonal trends common in the trucking industry. We typically face reduced demand for shipping services during the winter months. Further, freight shipments, operating costs and earnings are generally adversely affected by inclement weather conditions. These factors generally result in lower operating results during the first and fourth quarters of the year. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Seasonality.”

Our reputation and financial results could be harmed in the event of accidents or incidents.

We are exposed to liabilities that are unique to the services we provide. Such liabilities may relate to an accident or incident involving one of our trucks, and could involve significant potential claims of injured employees and other third parties. The amount of our insurance coverage may not be adequate to cover potential claims or liabilities and we may be forced to bear substantial costs due to one or more accidents. Substantial claims resulting from an accident in excess of our related insurance coverage would harm our financial condition and operating results. Moreover, any accident or incident involving us, even if we are fully insured or not held to be liable, could negatively affect our reputation among customers and the public, thereby making it more difficult for us to compete effectively, and could significantly affect the cost and availability of insurance in the future.

Our business may be adversely affected by anti-terrorism measures.

In the aftermath of the September 11, 2001 terrorist attacks on the United States, Federal, state and municipal authorities have implemented and are continuing to implement various security measures, including checkpoints and travel restrictions on large trucks. New DOT measures, which became effective on March 25, 2003, impose additional security planning and training obligations on shippers of hazardous materials. We have developed a security plan, including the training required under these new measures, which will be put in place on or before the dates specified in these measures. However, if additional new security measures disrupt or impede the timing of our deliveries, we may fail to meet the needs of our customers or may incur increased expenses to do so. We cannot assure you that these measures will not have a material adverse effect on our operating results.

Risks Related to the Offering

Unauthorized written materials were delivered to certain potential investors prior to the effectiveness of the registration statement. No investor should rely on these materials when making an investment decision.

Prior to the effectiveness of the registration statement with respect to the shares of our common stock being sold in this offering, two financial institutions distributed unauthorized written materials relating to our company to 13 potential institutional investors. The written materials included a research model prepared by an analyst at BB&T Capital Markets, which included the research analyst’s financial projections for our company for the remainder of fiscal year 2003, as well as fiscal years 2004 and 2005. In the research model, this analyst projected “pro forma” earnings per share for 2003, 2004 and 2005 of $1.40, $1.58 and $1.87, respectively. The written materials also included email communications from an analyst at J.P. Morgan Securities Inc., an underwriter for this offering, which included this research analyst’s views regarding our valuation as compared to that of one of our competitors and included this research analyst’s projections for earnings per share for fiscal years 2004 and 2005. In particular, this analyst in one communication stated that he thought that 14 times our earnings would be fair value. In another communication, he projected earnings per share for 2004 and 2005 of $1.55 and $1.90, respectively.

Neither we nor Union Pacific prepared or distributed any of these written materials, including the projections contained in the materials and set forth in the preceding paragraph, and we, Union Pacific and the

21

Table of Contents

other underwriters disclaim all responsibility for the contents of these materials and projections. Furthermore, while these written communications include forward-looking information regarding the respective author’s projections of our financial position and operating performance for future periods, these projections are based on a significant number of the analyst’s interrelated assumptions and estimates regarding our business and are inherently subject to significant uncertainties and contingencies. In particular, the projections of the BB&T research analyst relate to “pro forma” earnings per share and we cannot assure you that the pro forma adjustments applied by the research analyst to prepare the projections are reasonable, have been applied appropriately or are consistent with the pro forma adjustments reflected in our unaudited pro forma financial statements included elsewhere in this prospectus. Neither we, Union Pacific nor the other underwriters make any representation as to whether any of the projected results included in these written materials will be achieved. We strongly caution you not to place any reliance upon the views expressed in these written communications or the projections included in the preceding paragraph. We have included the projections of the two research analysts in the preceding paragraph only so that all potential investors could know what other potential investors were provided. However, you should not regard the inclusion of these projections in this prospectus as a representation by us, Union Pacific, the underwriters or any other person that the projections will be achieved or that the assumptions or estimates underlying the projections are accurate or reliable.

Finally, these written materials may constitute prospectuses that do not meet the requirements of the Securities Act of 1933. No person who received any such written material should rely upon it in any manner when making a decision to purchase the shares of our common stock in this offering. All potential investors in our common stock should only rely on the information set forth in this prospectus, other than the projections set forth in the first paragraph above. If any of these written materials constitutes a prospectus that does not meet the requirements of the Securities Act of 1933, persons who received such materials, directly or indirectly, and who purchased our shares of common stock in this offering may have the right, for a period of one year from the date of the violation, to obtain recovery of the consideration paid in connection with their purchase of our common stock or, if they had already sold the stock, attempt to recover losses resulting from their purchase of our shares of common stock.

We may not be able to pay dividends in the future.

Our board of directors currently intends to pay regular quarterly dividends on our common stock at an initial rate of $0.04 per share ($0.16 per share on an annual basis). The declaration of dividends is subject to the discretion of our board of directors and will depend upon various factors, including our net income, financial condition, cash requirements, future prospects and any other factors deemed relevant by our board of directors. See “Dividend Policy.”

Future sales of our common stock in the public market could lower our stock price.

We may sell additional shares of common stock in subsequent public offerings. We may also issue additional shares of common stock to finance future acquisitions. Upon completion of the Divestiture Transaction and this offering, assuming that the underwriters do not exercise their over-allotment option, 2,500,000 shares of our common stock will be owned by Union Pacific. We will be party to a registration rights agreement with Union Pacific that will provide Union Pacific with the right to require us to effect the registration of its shares. In addition, if we propose to register any of our shares of common stock under the Securities Act, whether for our own account or otherwise, Union Pacific will be entitled to include its shares of common stock in that registration. Prior to this offering, Union Pacific will have agreed with the underwriters to a “lock-up” period, meaning that Union Pacific may not, other than with respect to shares that it may sell in this offering, sell any of its existing shares of our common stock or exercise any registration rights without the prior written consent of Credit Suisse First Boston LLC and Morgan Stanley & Co. Incorporated until 180 days after the date of this prospectus. However, in the event that either (1) during the last 17 days of the “lock-up” period, we

22

Table of Contents

release earnings results or material news or a material event relating to us occurs or (2) prior to the expiration of the “lock-up” period, we announce that we will release earnings results during the 16-day period beginning on the last day of the “lock-up” period, then in either case the expiration of the “lock-up” period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the material news or material event, as applicable, unless Credit Suisse First Boston LLC and Morgan Stanley & Co. Incorporated waive such an extension. We cannot predict the size of future issuances of our common stock or the effect, if any, that future issuances and sales of shares of our common stock will have on the market price of our common stock. Sales of substantial amounts of our common stock (including shares issued in connection with an acquisition), or the perception that such sales could occur, may adversely affect prevailing market prices for our common stock.

The proceeds from this offering will not be available to us.

We will not receive any of the proceeds from the sale of shares by the selling shareholder. Union Pacific, the selling shareholder, will receive all net proceeds from the sale of the shares of our common stock in this offering. Accordingly, the proceeds from this offering will not be available to us to finance our operations, capital expenditures or investment activities.

The price of our common stock may fluctuate significantly, and you could lose all or part of your investment.

Volatility in the market price of our common stock may prevent you from being able to sell your shares at or above the price you paid for your shares. The market price of our common stock could fluctuate significantly for various reasons which include:

22.1

Table of Contents

In addition, in recent years, the stock market has experienced extreme price and volume fluctuations. This volatility has had a significant impact on the market price of securities issued by many companies, including companies in our industry. The changes frequently appear to occur without regard to the operating performance of these companies. The price of our common stock could fluctuate based upon factors that have little or nothing to do with our company, and these fluctuations could materially reduce our stock price.

Certain provisions of Virginia law, our articles of incorporation and bylaws make a takeover by a third party difficult.

Certain provisions of Virginia law, the state in which we are incorporated, and our articles of incorporation and bylaws could hamper a third party’s acquisition of us, or discourage a third party from attempting to acquire control of us. These provisions include:

These provisions could also limit the price that certain investors might be willing to pay in the future for shares of our common stock. See “Description of Capital Stock.”

There is no existing market for our common stock, and we do not know if one will develop to provide you with adequate liquidity.

There has not been a public market for our common stock. We cannot predict the extent to which investor interest in our company will lead to the development of an active trading market on The Nasdaq National Market or otherwise or how liquid that market might become. If an active trading market does not develop, you may have difficulty selling any of our common stock that you buy. The initial public offering price for the shares will be determined by negotiations between us and the representatives of the underwriters and may not be indicative of prices that will prevail in the open market following this offering. Consequently, you may not be able to sell shares of our common stock at prices equal to or greater than the price paid by you in this offering.

23

Table of Contents

FORWARD-LOOKING STATEMENTS

This prospectus contains “forward-looking statements,” which include information relating to future events, future financial performance, strategies, expectations, competitive environment, regulation and availability of resources. These forward-looking statements include, without limitation, statements regarding: expectations as to operational improvements; expectations as to cost savings, revenue growth and earnings; the time by which certain objectives will be achieved; estimates of costs relating to environmental remediation and restoration; proposed new products and services; expectations that claims, lawsuits, environmental costs, commitments, contingent liabilities, labor negotiations or agreements, or other matters will not have a material adverse effect on our consolidated financial position, results of operations or liquidity; statements concerning projections, predictions, expectations, estimates or forecasts as to our business, financial and operational results and future economic performance; and statements of management’s goals and objectives and other similar expressions concerning matters that are not historical facts. Words such as “may,” “will,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar expressions, as well as statements in future tense, identify forward-looking statements.

Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by which, such performance or results will be achieved. Forward-looking information is based on information available at the time and/or management’s good faith belief with respect to future events, and is subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the statements. Important factors that could cause such differences include, but are not limited to: whether we are fully successful in implementing our financial and operational initiatives; industry competition, conditions, performance and consolidation; legislative and/or regulatory developments; the effects of adverse general economic conditions, both within the United States and globally; any adverse economic or operational repercussions from recent terrorist activities, any government response thereto and any future terrorist activities, war or other armed conflicts; changes in fuel prices; changes in labor costs; labor stoppages; the outcome of claims and litigation; natural events such as severe weather, floods and earthquakes; and other factors described under “Risk Factors.”

Forward-looking statements speak only as of the date the statements are made. We assume no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information except to the extent required by applicable securities laws. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect thereto or with respect to other forward-looking statements.

24

Table of Contents

USE OF PROCEEDS

We will not receive any of the proceeds from the sale of shares by the selling shareholder. Union Pacific, the selling shareholder, will receive all net proceeds from the sale of the shares of our common stock in this offering.

DIVIDEND POLICY

Our board of directors currently intends to pay regular quarterly dividends on our common stock at an initial rate of $0.04 per share ($0.16 per share on an annual basis). The first dividend is expected to be declared during the first quarter of 2004 and be payable in March 2004. The declaration of dividends is subject to the discretion of our board of directors and will depend upon various factors, including our net income, financial condition, cash requirements, future prospects and other factors deemed relevant by our board of directors.

25

Table of Contents

CAPITALIZATION

The following table sets forth our cash, short-term debt and capitalization as of June 30, 2003:

The following table should be read in conjunction with “Selected Historical Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Description of Capital Stock” and our consolidated financial statements and unaudited pro forma consolidated financial statements included elsewhere in this prospectus.