UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20429

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) June 28, 2005

OVERNITE CORPORATION

(Exact name of Registrant as specified in charter)

Virginia

000-24573

04-3770212

(State or other jurisdiction

of incorporation)

(Commission file number)

(IRS employer

identification no.)


1000 Semmes Avenue, Richmond, Virginia		23224
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code (804) 231-8000

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 (see General Instruction A.2. below):

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

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

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

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

Section 8 — Other Events

Item 8.01. Other Events.

On June 28, 2005, Overnite Corporation (the “Company”) issued a press release announcing that a special meeting of the Company’s shareholders will be held on August 4, 2005 at 11:00 a.m., Richmond, Virginia time, at the offices of Hunton & Williams LLP, Riverfront Plaza, East Tower, 951 East Byrd Street, Richmond, Virginia, to consider a proposal (the “Merger Proposal”) to approve and adopt the Agreement of Merger, dated as of May 15, 2005, among United Parcel Service, Inc. (“UPS”), Olympic Merger Sub, Inc., an indirect wholly owned subsidiary of UPS (“Merger Sub”), and the Company, and the related plan of merger, pursuant to which Merger Sub will be merged with and into the Company (the “Merger”). The Company will be the surviving company in the Merger, as an indirect wholly owned subsidiary of UPS. The Company’s shareholders of record as of the close of business on June 27, 2005 are entitled to notice of and to vote on the Merger Proposal at the special meeting.

A copy of the press release issued by the Company on June 28, 2005 is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Section 9 — Financial Statements and Exhibits

Item 9.01. Financial Statement and Exhibits.

(c)

Exhibits.

99.1 Press release, dated June 28, 2005, issued by Overnite Corporation.

SIGNATURE

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.

Date: June 28, 2005


OVERNITE CORPORATION

By:		/s/ Mark B. Goodwin
		Mark B. Goodwin
		Senior Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit

Number

Exhibit

99.1

Press release, dated June 28, 2005, issued by Overnite Corporation.

OVERNITE CORP 8-K