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May 2, 2005 11:45 AM, EDT

Yellow Roadway Corp. Monday increased the cash component of its pending acquisition of USF Corp. to 65% cash and 35% stock, up from an original 50-50 cash-stock plan.

Under Nasdaq rules a Yellow Roadway shareholder meeting and vote will no longer be required to approve the deal, since the number of shares Yellow Roadway will issue is fewer than 20% of the number of outstanding Yellow Roadway shares.

The two said proxy materials will be mailed to USF shareholders this week and that USF shareholders will vote on the deal May 23, as originally scheduled.

The deal will close one business day after all conditions have been met, with May 24 as the target date, the companies said.

Under the revised terms, USF shareholders are entitled to receive $29.25 per share in cash and 0.31584, or 35% times the fixed exchange ratio of 0.9024 shares of Yellow Roadway stock, for each share of USF stock.

"This is a mutually beneficial change that provides additional accretion to our shareholders,” Yellow Roadway Chairman and Chief Executive Officer Bill Zollars said in a statement.

(Click here for previous coverage.)