ARCBEST CORP /DE/ (Form: 8-K, Received: 04/30/2014 17:07:24)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549-1004

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): April 30, 2014 (April 30, 2014)

ARKANSAS BEST CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

(State or other

jurisdiction of incorporation)

0-19969

(Commission File Number)

71-0673405

(IRS Employer

Identification Number)

3801 Old Greenwood Road

Fort Smith, Arkansas

(Address of principal executive offices)

72903
(Zip Code)

Registrant’s telephone number, including area code: (479) 785-6000

Not Applicable

(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 obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective May 1, 2014, Arkansas Best Corporation (the “Company”) will change its legal corporate name to ArcBest Corporation. The name change will be effected through a short-form merger pursuant to Section 253 of the General Corporation Law of the State of Delaware by merging a wholly-owned subsidiary formed solely for the purpose of the name change, ArcBest Corporation, with and into the Company, with the Company as the surviving corporation in the merger. The merger will have the effect of amending Article I of the Company’s Restated Certificate of Incorporation, as amended, to reflect the new legal name of the Company. A copy of the Certificate of Ownership and Merger, as filed with the Secretary of State of the State of Delaware is attached as Exhibit 3.1 to this report and incorporated herein by reference. By its terms, the Certificate of Ownership and Merger will become effective at 12:01 a.m. Central time on May 1, 2014.

The merger and resulting name change will not in any way affect the rights of the Company’s security holders, creditors, customers, suppliers or other stakeholders. With the exception of the name change, there will be no changes to the Company’s Restated Certificate of Incorporation, as amended, or its bylaws.

Item 8.01 Other Events .

In connection with the Company’s name change to ArcBest Corporation, the Company’s common stock will begin trading under a new ticker symbol, “ARCB,” on the NASDAQ Global Select Market on May 1, 2014.

In addition, effective as of May 1, 2014, a new CUSIP number of 03937C 105 will be assigned to the Company’s common stock.

Outstanding stock certificates will not be affected by the name change; they will continue to be valid and need not be exchanged.

On April 30, 2014, the Company issued a press release announcing its name change from Arkansas Best Corporation to ArcBest Corporation effective May 1, 2014. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

3.1 Certificate of Ownership and Merger, effective May 1, 2014, as filed on April 29, 2014 with the Secretary of State of the State of Delaware.

99.1 Press Release of Arkansas Best Corporation, dated April 30, 2014

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.

	ARKANSAS BEST CORPORATION
	(Registrant)


Date: April 30, 2014	/s/ Michael R. Johns
	Michael R. Johns,
	Vice President — General Counsel and
	Corporate Secretary

EXHIBIT INDEX

Exhibit No.		Description

3.1		Certificate of Ownership and Merger, effective May 1, 2014, as filed on April 29, 2014 with the Secretary of State of the State of Delaware.
99.1		Press Release of Arkansas Best Corporation, dated April 30, 2014.

Exhibit 3.1

Exhibit 3.1 Delaware PAGE 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF OWNERSHIP, WHICH MERGES: “ARCBEST CORPORATION”, A DELAWARE CORPORATION, WITH AND INTO “ARKANSAS BEST CORPORATION” UNDER THE NAME OF “ARCBEST CORPORATION”, A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS OFFICE THE TWENTY-FOURTH DAY OF APRIL, A.D. 2014, AT 5:43 O’CLOCK P.M. AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF OWNERSHIP IS THE FIRST DAY OF MAY, A.D. 2014, AT 1:01 O’CLOCK A.M. A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS. 2170237 8100m 140515816 Y ou may verify this certificate online at corp.delaware.gov/authver.shtml

CERTIFICATE OF OWNERSHIP AND MERGER State of Delaware Secretary of State Division of Corporations Delivered 05:43 PM 04/24/2014 FILED 05:43 PM 04/24/201 SRV 140515816 - 2170237 FILE MERGING ARCBEST CORPORATION WITH AND INTO ARKANSAS BEST CORPORATION Pursuant to Section 253 of the General Corporation Law of the State of Delaware Arkansas Best Corporation, a Delaware corporation (the “Corporation”), does hereby certify to the following facts relating to the merger (the “Merger”) of ArcBest Corporation, a Delaware corporation and wholly-owned subsidiary of the Corporation (the “Merger Sub”), with and into the Corporation, with the Corporation remaining as the surviving corporation under the name of “ArcBest Corporation”: FIRST: The Corporation was incorporated pursuant to the General Corporation Law of the State of Delaware (the “DGCL”) on August 23, 1988. The Merger Sub was incorporated pursuant to the DGCL on April 15, 2014. SECOND: The Corporation owns all of the outstanding shares of capital stock of the Merger Sub. THIRD: The Board of Directors of the Corporation, by the resolutions adopted at a meeting held on April 23, 2014 and attached hereto as Annex I, duly determined to merge the Merger Sub with and into the Corporation and to effect a change of the Corporation’s name to ArcBest Corporation in connection with such merger pursuant to Section 253 of the DGCL. Such resolutions have not been modified or rescinded and are in full force and effect on the date hereof FOURTH: The Corporation shall be the surviving corporation in the Merger and, from and after the Effective Time (defined below), the name of the surviving corporation shall be “ArcBest Corporation.” FIFTH: The Restated Certificate of Incorporation of the Corporation, as amended and in effect immediately prior to the effective time of the Merger shall be the certificate of incorporation of the surviving corporation, except that Article I thereof shall be amended at the Effective Time to read in its entirety as follows: “ARTICLE I The name of the Corporation is ArcBest Corporation.” SIXTH: This Certificate of Ownership and Merger shall be effective as of 1:01 a.m. Eastern time on May 1, 2014 (the “Effective Time”). [Signature page follows] 1

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Ownership and Merger to be executed by its duly authorized officer this 23rd day of April, 2014. ARKANSAS BE ORPORATION By: Michael R. Johns Name: Vice President- General Counsel Title: and (r) orparate ecretary V

ANNEX I Resolutions of the Board of Directors of Arkansas Best Corporation [See attached] AtniEx

RESOLUTIONS OF THE BOARD OF DIRECTORS OF ARKANSAS BEST CORPORATION WHEREAS, it is advisable and in the best interests of Arkansas Best Corporation (the “Company”) to change the name of the Company from Arkansas Best Corporation to ArcBest Corporation (the “Name Change”), and to effect the Name Change pursuant to the provisions of Section 253 of the General Corporation Law of the State of Delaware (“DGCL”); and Merger with ArcBest Corporation WHEREAS, the Company owns 100% of the outstanding capital stock of ArcBest Corporation, a Delaware corporation (the “Subsidiary”); and WHEREAS, the Board desires that Subsidiary merge with and into the Company and that the Company possess all of the Subsidiary’s property, rights, privileges and powers, and assume all of the Subsidiary’s liabilities and obligations. NOW, THEREFORE, BE 11’, RESOLVED, that the Board hereby authorizes and approves the merger of Subsidiary with and into the Company, with the Company continuing as the surviving corporation (the “MerRer”). RESOLVED FURTHER, that pursuant to Section 253 of the DGCL, the Company shall possess all of the Subsidiary’s property, rights, privileges and powers, and assume all of the Subsidiary’s liabilities and obligations. RESOLVED FURTHER, that each outstanding share of capital stock of Subsidiary will be cancelled and extinguished upon the effectiveness of the Merger, and no consideration shall be issued in exchange therefor, and each issued and outstanding share and each treasury share of capital stock of the Company shall continue in effect and not be affected thereby. RESOLVED FURTHER, that, in connection with the Merger, the name of the Company shall be changed to ArcBest Corporation pursuant to Section 253(b) of the DGCL. RESOLVED FURTHER, that any authorized officer of the Company be, and such officer hereby is, authorized to make and execute a Certificate of Ownership and Merger setting forth a copy of these resolutions, and to file the Certificate of Ownership and Merger in the office of the Secretary of State of Delaware. RESOLVED FURTHER, that the effective date of the Certificate of Ownership and Merger, the Merger and the Name Change provided for in the Certificate of Ownership and Merger shall be May 1, 2014, or any later date as determined by an authorized officer of the Company (the “Effective Date”).

RESOLVED FURTHER, that upon the Effective Date of the Merger, the Amended and Restated Certificate of Incorporation of the Company (the”fic`Cang2rzugfiL1W) in effect immediately prior to the effectiveness of the Merger shall continue to be the Certificate of Incorporation of the Company; provided, however, that Article One of said Certificate of Incorporation shall be amended by the Merger filing as follows: “The name of this corporation is ArcBest Corporation.”. RESOLVED FURTHER, that in connection with the Name Change, the authorized officers of the Company be, and each of them hereby is, authorized and empowered, for and on behalf of the Company, to file any and all notices and filings with the U.S. Securities and Exchange Commission, NASDAQ, the Company’s transfer agent, the Depository Trust Company, the Internal Revenue Service and any state or local tax authority, and to obtain a new CUSIP number, and to execute all documents, disburse such funds and take all necessary and appropriate actions in connection with any of the foregoing. RESOLVED FURTHER, that, in connection with the Name Change, the authorized officers of the Company be, and each of them hereby is, authorized and empowered, for and on behalf of the Company, to execute and file any and all documents required or desirable in connection with the Name Change in any state, territory or other jurisdiction in which the Company is authorized to do business. RESOLVED FURTHER, that in connection with the Name Change, the stock certificates representing the Company’s common stock, par value $0.01 per share, shall be modified to reflect the name ArcBest Corporation, and such modified stock certificates are hereby authorized and approved; and that a new form of corporate seal, reflecting the name ArcBest Corporation, is adopted and approved. RESOLVED FURTHER, that in connection with the Name Change, the authorized officers of the Company be, and each of them hereby is, authorized and empowered, for and on behalf of the Company, to prepare, execute and deliver all documents, notices and resolutions which may be required by any bank in connection with any accounts maintained by the Company. RESOLVED FURTHER, that in connection with the Name Change, the authorized officers of the Company be, and each of them hereby is, authorized and empowered, for and on behalf of the Company, to amend and/or restate the Company’s employee benefits plans, corporate governance documents, and any and all other necessary documents to reflect the new name of the Company. Trading Symbol Change WHEREAS, in connection with the Name Change, the Company desires to change the Corporation’s trading symbol on the NASDAQ Stock Market (“NASDAQ”) from “ABFS” to “ARCH” (the “Trading Symbol Change”).

NOW, THEREFORE, BE IT, RESOLVED, that the Trading Symbol Change is authorized and approved. RESOLVED FURTHER, that, in connection with the Merger, the Company’s trading symbol on NASDAQ shall be changed to “ARCB”, or such other trading symbol as shall be available and as the officers of the Company shall select. General RESOLVED FURTHER, that any actions taken by the authorized officers of the Company, whether prior or subsequent to the date hereof, that are consistent with the intent and purposes of the foregoing resolutions be, and the same hereby are, ratified, authorized, approved and confirmed.

Exhibit 99.1

Media Contact: Kathy Fieweger		Investor Relations Contact: David Humphrey
Title: Chief Marketing Officer		Title: VP Investor Relations
Phone: 479-719-4358		Phone: 479-785-6200
Email: kfieweger@arcb.com		Email: dhumphrey@arcb.com

Arkansas Best Corporation to Become ArcBest Corporation SM

· Name change launches new era for ArcBest to be broadly recognized as a holistic provider of transportation and logistics solutions

· New Nasdaq ticker symbol ARCB

· New corporate website arcb.com to launch May 1st

· Panther Expedited Services renamed Panther Premium Logistics SM

· Data-Tronics Corp. renamed ArcBest Technologies

· Household goods moving services group and storage group becomes ABF Moving SM , a part of ABF Logistics SM

· Accompanying advertising campaign features The Skill & The Will SM of the ArcBest companies

(Fort Smith, Arkansas — April 30, 2014) — Arkansas Best Corporation (Nasdaq: ABFS) today announced that it has changed its name to ArcBest Corporation SM and also adopted a new Nasdaq stock trading symbol ARCB and a new unified logo system as the company strengthens its identity as a holistic provider of transportation and logistics solutions for a wide variety of customers. These changes will be effective as of May 1, 2014.

“This marks an exciting new era for our organization,” said ArcBest President and Chief Executive Officer Judy R. McReynolds. “The new name, logo system and advertising campaign we are unveiling allow us to more clearly communicate our total value proposition to our customers, our employees and our shareholders through one unified identity under the ArcBest umbrella.”

ArcBest’s principal operating subsidiaries will continue to include ABF Freight SM and the emerging businesses ABF Logistics SM , Panther Premium Logistics SM and FleetNet America Ò . ArcBest also has an experienced in-house staff of information technology professionals at newly named ArcBest Technologies, formerly called Data-Tronics Corp.

ArcBest shares will begin to trade under the new symbol on Nasdaq on May 1, 2014. The company will continue to be headquartered in Fort Smith, Ark., and other principal operating subsidiaries, Panther Ò and FleetNet, will continue to be based in Ohio and North Carolina.

Outstanding stock certificates are not affected by the name change. They continue to be valid and need not be exchanged.

“Our customers know our people as the most creative problem solvers in the industry, with the drive and commitment to work toward the right solutions for them day-in and day-out,” McReynolds said. “With the addition of Panther in 2012 and the formation of ABF Logistics in the summer of 2013, we have been providing customers a broad array of solutions across the supply chain spectrum for some time, and we want everyone to know that they can come to us for a variety of needs.”

McReynolds said that the ArcBest companies are working together to offer easily accessible solutions through a single point of contact as customers increasingly seek one-stop shopping for their transportation needs.

“With our well-recognized brands and a strong reputation, we are uniquely positioned through our legacy core company ABF Freight and our emerging businesses to find a way to solve our customers’ challenges every single day,” she said. “Our more than 11,000 employees deliver knowledge, expertise and a can-do attitude with every shipment and supply chain solution, consumer move and vehicle repair.”

ABF Freight, one of the nation’s premier less-than-truckload carriers, celebrated its 90 th anniversary in 2013 and continues to provide the superior service that customers across the country have come to expect. As traditional LTL customers and other shippers have additional needs, ABF Freight’s sister companies ABF Logistics and Panther Premium Logistics now provide more easily accessible third-party logistics solutions.

ABF Logistics’ offerings include truckload brokerage and intermodal, ocean shipping, warehousing and transportation management system options. In order to better align the non-asset-based and asset-light services that ArcBest offers, ABF Logistics will now also include the household goods moving services businesses. Now known as ABF Moving, this group offers consumer moving through the U-Pack ® brand, as well as corporate relocation and military moves.

Panther, based in Cleveland, Ohio, is widely recognized as the go-to partner for sophisticated and complex shipping needs including: time critical/expedite; temperature control validation; government-secret clearance; geofencing; special handling, high-value shipments; air cargo and domestic/international freight forwarding; air charter.

FleetNet America, based in Cherryville, N.C., is one of the industry’s most trusted vehicle repair and maintenance providers for operations of medium- and heavy-duty transportation equipment and excels in offering tailored maintenance solutions to America’s private and for-hire fleets. FleetNet is the largest independent operator in its industry.

In 2013, the ArcBest companies generated $2.3 billion in revenue, with a quarter of that coming from the emerging businesses. Michael Newcity, ArcBest Chief Financial Officer and Chief Information Officer, stated that increasingly, ArcBest investors are interested in knowing more about how the emerging businesses complement the core ABF Freight offerings.

“These companies share a common principle of operational excellence and they work together to offer unified solutions to commercial shippers,” Newcity said. “We see significant value in selling across these brands. We believe our range of services, combined with our attitude and approach to the large markets that we serve, offers a significant platform for growth.”

Kathy Fieweger, ArcBest Chief Marketing Officer, noted that selecting a new company name and positioning the new ArcBest brand required retaining the legacy and proud heritage of Arkansas Best while allowing for a more progressive, customer-friendly name that truly reflects the company’s diverse offerings and the scope of its national and international operations.

“Our parent corporation and operating companies are well-recognized brands in the transportation industry, known for exceptional management and our employees’ willingness to go beyond the call of duty for customers every day,” Fieweger said. “The Skill & The Will SM campaign codifies this extraordinary culture, showcasing real-life examples of our employees in action on behalf of those who trust and rely on us to get the job done well, whatever the challenge.”

The value proposition underlying The Skill & The Will SM campaign has been confirmed through extensive market research and customer interviews. “It will serve as a declaration of our culture and character — on behalf of all 11,000-plus employees — as well as a unique and powerful description of our value proposition for customers,” Fieweger said.

ABOUT ARCBEST

ArcBest Corporation SM (Nasdaq: ARCB) solves complex logistics and transportation challenges. Our companies and brands — ABF Freight SM , ABF Logistics SM , Panther Premium Logistics SM , FleetNet America Ò , U-Pack Ò and ArcBest Technologies — apply the skill and the will with every shipment and supply chain solution, household move or vehicle repair. ArcBest finds a way.

For more information, visit arcb.com, abf.com, pantherpremium.com, fleetnetamerica.com and upack.com. ArcBest Corporation SM . The Skill & The Will SM .

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Forward-Looking Statements

Certain statements and information in this press release may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “foresee,” “intend,” “may,” “plan,” “predict,” “project,” “scheduled,” “should,” “would” and similar expressions and the negatives of such terms are intended to identify forward-looking statements, which are generally not historical in nature. These forward-looking statements are based on management’s current expectations and beliefs concerning future developments and their potential effect on us. Although management believes that these forward-looking statements are reasonable, as and when made, there can be no assurance that future developments affecting us will be those that we anticipate. Our forward-looking statements involve significant risks and uncertainties (some of which are beyond our control) and assumptions that could cause actual results to differ materially from our historical experience and management’s present expectations or projections. Important factors that could cause our actual results to differ materially from those in the forward-looking statements include, but are not limited to: general economic conditions and related shifts in market demand that impact the performance and needs of industries served by ArcBest Corporation’s subsidiaries and/or limit our customers’ access to adequate financial resources; unfavorable terms of, or the inability to reach agreement on, future collective bargaining agreements or a workforce stoppage by our employees covered under ABF Freight’s collective bargaining agreement; relationships with employees, including unions; union and nonunion employee wages and benefits, including changes in required contributions to multiemployer pension plans; competitive initiatives, pricing pressures, the effect of volatility in fuel prices and the associated changes in fuel surcharges on securing increases in base freight rates and the inability to collect fuel surcharges; availability of fuel; default on covenants of financing arrangements and the availability and terms of future financing arrangements; availability and cost of reliable third-party services; disruptions or failures of services essential to the operation of our business or the use of information technology platforms in our business; timing and amount of capital expenditures, increased prices for and decreased availability of new revenue equipment and decreases in value of used revenue equipment; future costs of operating expenses such as maintenance and fuel and related taxes; self-insurance claims and insurance premium costs; governmental regulations and policies, including environmental laws and regulations; potential impairment of goodwill and intangible assets; the impact of our brands and corporate reputation; the cost, timing and performance of growth initiatives; the cost, integration and performance of any future acquisitions; the costs of continuing investments in technology, a failure of our information systems and the impact of cyber incidents; weather conditions; and other financial, operational and legal risks and uncertainties detailed from time to time in ArcBest Corporation’s Securities and Exchange Commission public filings.

For additional information regarding known material factors that could cause our actual results to differ from our projected results, please see our filings with SEC, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise.