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PAGE 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1994 Commission File Number 132-3
CONSOLIDATED FREIGHTWAYS, INC.
Incorporated in the State of Delaware
I.R.S. Employer Identification No. 94-1444798
3240 Hillview Avenue, Palo Alto, California 94304
Telephone Number (415) 494-2900
Securities Registered Pursuant to Section 12(b) of the Act:
Name of Each Exchange on
Title of Each Class Which Registered
------------------------------ ------------------------
Common Stock ($.625 par value) New York Stock Exchange
Pacific Stock Exchange
Securities Registered Pursuant to Section 12(g) of the Act:
9-1/8% Notes Due 1999
Medium-Term Notes, Series A
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. Yes ___X___ No _______
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes____X____ No__________
Aggregate market value of voting stock held by persons other than Directors,
Officers and those shareholders holding more than 5% of the outstanding
voting stock, based upon the closing price per share Composite Tape on
January 31, 1995: $599,276,244
Number of shares of Common Stock outstanding
as of January 31, 1995: 36,357,915
Effective March 15, 1995, all of the 690,000 shares of the Company's
Series C Preferred Stock converted to 6,900,000 shares of Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
Parts I, II and IV
Consolidated Freightways, Inc. 1994 Annual Report to Shareholders (only those
portions referenced herein are incorporated in this Form 10-K).
Part III
Proxy Statement dated March 17, 1995, (only those portions referenced herein
are incorporated in this Form 10-K).
PAGE 2
CONSOLIDATED FREIGHTWAYS, INC.
FORM 10-K
Year Ended December 31, 1994
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
INDEX
-----
Item Page
- ---- ----
PART I
------
1. Business 3
2. Properties 11
3. Legal Proceedings 13
4. Submission of Matters to a Vote of Security Holders 13
PART II
-------
5. Market for the Company's Common Stock and
Related Security Holder Matters 13
6. Selected Financial Data 14
7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 14
8. Financial Statements and Supplementary Data 14
9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 14
PART III
--------
10. Directors and Executive Officers of the Company 14
11. Executive Compensation 16
12. Security Ownership of Certain Beneficial
Owners and Management 16
13. Certain Relationships and Related Transactions 16
PART IV
-------
14. Exhibits, Financial Statement Schedules and Reports
on Form 8-K 17
SIGNATURES 18
INDEX TO FINANCIAL INFORMATION 20
PAGE 3
CONSOLIDATED FREIGHTWAYS, INC.
FORM 10-K
Year Ended December 31, 1994
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
PART 1
------
ITEM 1. BUSINESS
(a) General Development of Business
- -----------------------------------
Consolidated Freightways, Inc. is a company which participates through
subsidiaries in various forms of nationwide and regional trucking, truckload
and intermodal rail, domestic and international air cargo services, contract
logistics and related transportation activities. These operations are
organized into three primary business groups: nationwide, full-service
trucking (CF MotorFreight), regional trucking and full-service truckload
(Con-Way Transportation Services), and air freight (Emery Worldwide).
Consolidated Freightways, Inc. was incorporated in Delaware in 1958 as a
successor to a business originally established in 1929. It is herein
referred to as the "Registrant" or "Company".
(b) Financial Information About Industry Segments
- -------------------------------------------------
The operations of the Company are primarily conducted in the U.S. and Canada
and to a lesser extent in major foreign countries. An analysis by industry
group of revenues, operating income (loss), depreciation and capital
expenditures for the years ended December 31, 1994, 1993 and 1992, and
identifiable assets as of those dates is presented in Note 11 on pages 37 and
38 of the 1994 Annual Report to Shareholders and is incorporated herein by
reference. Geographic group information is also presented therein.
Intersegment revenues and earnings thereon have been eliminated.
(c) Narrative Description of Business
- -------------------------------------
The Company has designated three principal operating groups: the CF
MotorFreight Group provides intermediate and long-haul, less-than-truckload
freight service in the U.S. and portions of Mexico, Canada, the Caribbean,
Latin and Central America, Europe and Asia; the Con-Way Transportation
Services Group provides regional trucking and intermodal movements of
truckload freight, and the Emery Worldwide Group is responsible for all
domestic and international air freight activities and ocean container freight
services.
PAGE 4
CF MOTORFREIGHT
----------------
CF MotorFreight (CFMF), the Company's largest single operating unit, is based
in Menlo Park, California. The group is composed of Consolidated Freightways
Corporation of Delaware (CFCD), which includes CF MotorFreight and Canadian
operating units, and three non-carrier component operations. Its carrier
group provides general freight services nationwide and in portions of Canada,
Mexico, the Caribbean area, Latin and Central America, Europe and the Pacific
Rim countries. Operations consist of an extensive transportation network
moving freight that is typically shipments of manufactured or non-perishable
processed products having high value and requiring expedited service,
compared to the bulk raw materials characteristically transported by
railroads, pipelines and water carriers. The basic business of the general
freight industry is to transport freight that is less-than-truckload (LTL),
an industry designation for shipments weighing less than 10,000 pounds. CFMF
is one of the nation's largest motor carriers in terms of 1994 revenues.
Competition has increased with trends toward regionalization, continued
pricing pressures and new competitors moving into the small shipment segment
of the business. To address this, CFMF undertook major changes to its line-
haul operations and terminals beginning in the fourth quarter of 1994. These
changes are expected to create new efficiencies and flexibilities by reducing
freight handling and make greater use of lower cost rail. When combined with
innovative, value-added services, customer partnerships and sole-source
contracts, among other services, CFMF expects to offset competitive trends.
As a large carrier of LTL general commodity freight, CFMF has pick-up and
delivery fleets in each area served, and a fleet of intercity tractors and
trailers. It has a network of 437 U.S. and Canadian freight terminals, metro
centers and regional consolidation centers. Certain regional consolidation
centers have become metro centers. The metro centers reduce freight handling
by allowing more direct city to city service, thereby improving productivity.
CFMF operations are supported by a sophisticated data processing system for the
control and management of the business.
There is a broad diversity in the customers served, size of shipments,
commodities transported and length of haul. No single customer or commodity
accounts for more than a small fraction of total revenues.
CFMF operates daily schedules utilizing primarily relay drivers driving
approximately eight to ten hours each. Some schedules operate with sleeper
teams driving designated routes. Road equipment consists of one tractor
pulling two 28-foot double trailers or, to a limited extent, one semi-trailer
or three 28-foot trailers. Legislation enacted in 1982 has provided for the
use of 28-foot double trailers and 48-foot semi-trailers throughout the
United States. (See "State Regulation" below.) Trailers in double or triple
combination are more efficient and economical, and safer, than a tractor and
single semi-trailer combination. CFMF utilizes trailer equipment 102-inches
in width. In 1994, the Company operated in excess of 472 million linehaul
miles in North America, about 90% of which was conducted by equipment in
doubles and triples configuration. The accident frequency of the triples
configuration was better than all other types of vehicle combinations used by
the Company.
CFMF and other subsidiaries of CFCD serve Canada through terminals in the
PAGE 5
provinces of Alberta, British Columbia, Manitoba, New Brunswick, Nova Scotia,
Ontario, Quebec, Saskatchewan and in the Yukon Territory. The Canadian
operations utilize a fleet size of over 1,100 trucks, tractors and trailers.
Employees
---------
Approximately 85% of CFMF's domestic employees are represented by various
labor unions, primarily the International Brotherhood of Teamsters (IBT).
CFMF and the IBT are parties to a National Master Freight Agreement. The
current agreement with the IBT expires in April 1998.
Labor costs, including fringe benefits, average approximately 66% of
revenues. CFMF's domestic employment has declined to 20,700 employees at
December 31, 1994 from approximately 21,000 at December 31, 1993, primarily
the result of several programs during 1994 to streamline the handling and
movement of freight by restructuring its linehaul and terminal operations.
Fuel
----
Fuel prices have steadily declined during the last three years. CFMF's
average annual diesel fuel cost per gallon (without tax) declined from $.636
in 1992 to $.621 and $.578 in 1993 and 1994, respectively. These savings
have been somewhat mitigated by an increase in fuel taxes.
Federal and State Regulation
----------------------------
On July 1, 1980, the Motor Carrier Act of 1980 became effective. The Act
made substantial changes in federal regulation of the motor carrier industry.
It provided for easier access to the industry by new trucking companies and
eased restrictions on expansion of services by existing carriers. In
addition, CFMF's operations are subject to a variety of economic regulations
by state authorities. Historically, such regulations also covered, among
other things, size and weight of motor carrier equipment.
Federal legislation applies to the interstate highway system and to other
qualifying federal-aid primary system highways in all states. Full
implementation of the federal legislation has been hampered by regulations in
certain states, which have imposed trailer length, size and weight
limitations on access and intercity routes. These limitations do not conform
with the federal requirements and therefore are obstacles to efficient
operations. CFMF's mainline operations are designed to avoid locales with
these limitations. In August 1994, Federal legislation preempted intrastate
operating rights which eliminated certain restrictions on intrastate pricing
and operations. As a result, the Company wrote off all its unamortized
intrastate operating rights in the third quarter 1994.
PAGE 6
Canadian Regulation
-------------------
The provinces in Canada have regulatory authority over intra-provincial
operations of motor carriers and have been delegated by the federal authority
to regulate inter-provincial motor carrier activity. Federal legislation to
phase in deregulation of the inter-provincial motor carrier industry took
effect January 1, 1988. The new legislation relaxes economic regulation of
inter-provincial trucking by easing market entry regulations, and implements
effective safety regulations of trucking services under Federal jurisdiction.
The Company wrote-off substantially all of the unamortized cost of its
Canadian operating authority in 1992.
Menlo Logistics
---------------
Menlo Logistics Inc. (MLI), founded in 1990, provides customized single-
source logistics solutions for manufacturing, industrial and retail
businesses. These services include carrier management, dedicated fleet and
warehouse operations, just-in-time delivery programs, customer order
processing and freight bill payment and auditing. MLI has approximately
500 employees. As a relatively new industry, competition is expected to come
from new entrants into the markets it serves. MLI will address the increased
competition by utilizing technologies and its established experience.
Non-Carrier Operations
----------------------
Two non-carrier operations within the CF MotorFreight Group generate a
majority of their sales from other companies within the CF Group. Road
Systems, Inc. primarily manufactures trailers. Willamette Sales Co. serves as
a distributor of heavy-duty truck, marine and construction equipment parts.
CON-WAY TRANSPORTATION SERVICES
-------------------------------
Con-Way Transportation Services, Inc. (CTS) is an operating company
with business units that provide regional LTL freight trucking, full-service
truckload freight delivery utilizing highway over-the-road and intermodal
rail stack train resources for transcontinental, inter-regional and regional
transportation; local and interstate container drayage and international
shipping. CTS has four operating units and approximately 10,000 employees.
The regional companies face more competition as national LTL companies extend
into regional markets, and acquire and combine formerly independent regional
carriers into inter-regional groups. New service offerings, continued
expansion of regional carrier networks, extension of next-day and second-day
service standards and enhanced inter-regional network capabilities are
positioning the Con-Ways for growth opportunities. Refer to the CF
MotorFreight section for a discussion of federal and state regulations.
PAGE 7
Con-Way Regional Carriers
-------------------------
CTS has three regional motor carriers each of which operate dedicated
regional trucking networks principally serving core geographic territories
with next-day and second-day service. The regional carriers serve
manufacturing, industrial, commercial and retail business-to-business
customers with a fleet in excess of 16,700 trucks, tractors and trailers.
Con-Way Western Express, Inc. (CWX) was founded in May 1983 and today
operates in 11 western states and serves Canada and Mexico. In 1994, CWX
expanded operations to include Utah and Colorado. At December 31, 1994, CWX
operated 74 service centers. In January 1995, CWX expanded operations into
Oregon, Washington, Idaho and Vancouver, British Columbia, opening 22 new
service centers in the Pacific Northwest.
Con-Way Central Express, Inc. (CCX) was founded in June 1983 and today serves
22 states of the central and northeast U.S., and Ontario, Canada. CCX
expanded into the New England states in 1994 and at December 31 operated 187
service centers. In February 1995, CCX expanded into New Jersey and began
providing service for metropolitan New York City.
Con-Way Southern Express, Inc., and Con-Way Southwest Express, Inc., were
founded in April 1987 and November 1989, respectively. In December 1994, the
two carriers were combined into a single operating unit under the Con-Way
Southern Express, Inc., (CSE) name serving a 12-state southern market from
Texas to the Carolinas and Florida, and encompassing Puerto Rico and Mexico.
CSE operated 92 service centers at December 31, 1994.
A service expansion program initiated by CTS in 1994 allows the regional
carriers to provide next-day and second-day freight delivery between their
principal geographic regions, utilizing existing infrastructure. The program
generates additional business by allowing each carrier to compete for new
traffic and provide coverage of regional markets lanes not individually
serviced as part of the carrier's core territory.
Con-Way Truckload Service
-------------------------
Con-Way Truckload Services Inc., (CWT), formerly known as Con-Way Intermodal,
is a full-service, multi-modal truckload company. It provides door-to-door
transcontinental movement of truckload shipments by rail container stack
train and rail trailer, utilizing nationwide operating alliances with major
railroads. It also provides expedited inter-regional and regional over-the-
road truckload service with a fleet of company-owned trucks and trailers.
Additionally, the company provides rail freight forwarding with domestic
intermodal marketing services, assembly and distribution services, local and
interstate container drayage and international shipping.
PAGE 8
EMERY WORLDWIDE
---------------
Emery Worldwide (EWW), the Company's air freight unit, was formed when the
Company purchased Emery Air Freight Corporation in April 1989 and merged it
with its air freight operation, CF AirFreight, Inc. The combined companies
expanded EWW's ability to deliver air freight within North America and to 89
countries worldwide.
EWW provides global air cargo services through an integrated freight system
designed for the movement of parcels and packages of all sizes and weights.
In North America, EWW provides these services through a system of sales
offices and terminals, and overseas through foreign subsidiaries, branches
and agents.
EWW provides door-to-door service within North America by using its own
airlift system, supplemented with commercial airlines. International
services are performed by operating primarily as an air freight forwarder,
using commercial airlines, and with controlled lift, only when necessary.
Emery also operates approximately 1,300 trucks, vans and tractors.
As of December 31, 1994, EWW utilized a fleet of 69 aircraft, 42 of which are
leased on a long-term basis, 9 are owned and 18 are contracted on a short-
term basis to supplement nightly volumes and to provide feeder services. The
nightly lift capacity of the aircraft fleet, excluding charters, is
approximately 4.0 million pounds.
Emery Worldwide's hub-and-spoke system is centralized at the Dayton
International Airport where a leased air cargo facility (Hub) and related
support facilities are located. The Hub handles all types of shipments,
ranging from small packages to heavyweight cargo, with a total effective sort
capacity of approximately 1.2 million pounds per hour. The operation of the
Hub in conjunction with EWW's airlift system enables it to maintain a high
level of service reliability.
Through a separate subsidiary of the Company, Emery Worldwide Airlines, Inc.
(EWA), the Company provides nightly cargo airline services under a contract
with the U.S. Postal Service (USPS) to carry Express and Priority Mail, using
23 aircraft, 6 of which are leased on a long-term basis and 17 are owned.
The original contract for this operation was awarded to EWA in 1989 and had
been renewed and extended through early January 1994. A ten year USPS
contract was awarded to the Company during 1993 with service beginning in
January 1994.
The Company has recognized approximately $112 million, $138 million and $141
million of revenue in 1994, 1993 and 1992, respectively, from contracts to
carry Express and Priority Mail for the U.S. Postal Service.
PAGE 9
Customers
---------
EWW services, among others, the automotive, aviation, machinery, metals,
electronic and electrical equipment, chemical, apparel, film and technology
industries. Service industries and governmental entities also utilize EWW's
services. Both U.S. and International operations of EWW have wide customer
bases.
Competition
-----------
The heavy air-freight market within North American is highly competitive and
price sensitive. EWW has the largest market share in the heavy air-freight
segment. EWW competes with other integrated air freight carriers as well as
freight forwarders. The North Atlantic market is especially price sensitive
due to the abundance of airlift capacity. However, less competition is
expected from passenger airlines as many continue to downsize their widebody
aircraft.
Competition in the international markets is also service and price sensitive.
In these markets, which are more fragmented than the domestic market, EWW
competes with both United States and international airlines and air freight
forwarders.
Customers are seeking companies such as EWW with combined integrated carrier
and freight forwarding capabilities for flexible, cost effective service.
EWW believes this infrastructure and the convenience of its extensive network
of worldwide terminal, agent and service locations are its principal methods
of competing in the market in which it operates.
Regulation
----------
Regulation of Air Transportation
--------------------------------
The air transportation industry is subject to federal regulation by the
Federal Aviation Act of 1958, as amended (Aviation Act) and regulations
issued by the Department of Transportation (DOT) pursuant to the Aviation
Act. EWW, as an air freight forwarder, and EWA, as an airline, are subject
to different regulations. Air freight forwarders are exempted from most DOT
economic regulations and they are not subject to Federal Aviation
Administration (FAA) safety regulations so long as they do not have
operational control of aircraft. Airlines are subject to economic regulation
by DOT and maintenance, operating and other safety-related regulation by FAA.
Thus, EWA and other airlines conducting operations for EWW are subject to DOT
and FAA regulation while EWW, itself, is not covered by most DOT and FAA
regulations.
PAGE 10
Regulation of Ground Transportation
-----------------------------------
When EWW provides ground transportation of cargo having a prior or subsequent
air movement, the ground transportation is exempt from regulation by the
Interstate Commerce Commission (ICC). However, EWW holds ICC and intrastate
motor carrier authorities which can be utilized in providing non-exempt
ground transportation. Registration of ICC authorities is required in each
state where a motor carrier conducts non-exempt operations, and some states
also have required EWW to register as an exempt interstate operator.
Environmental Matters
---------------------
During recent years, operations at several airports have been subject to
restrictions or curfews on arrivals or departures during certain night-time
hours designed to reduce or eliminate noise for surrounding residential
areas. None of these restrictions have materially affected EWW's operations.
If such restrictions were to be imposed with respect to the airports at which
EWW's activities are centered and no alternative airports were available to
serve the affected areas, EWW's operations could be more adversely affected.
As provided in Section 611 of the Aviation Act, the FAA with the assistance
of the Environmental Protection Agency (EPA), is authorized to establish
aircraft noise standards. Under the National Emission Standards Act of 1967,
as amended by the Clean Air Act Amendments of 1970, the administrator of the
EPA is authorized to issue regulations setting forth standards for aircraft
emissions. EWW believes that its present fleet of owned, leased or chartered
aircraft is operating in compliance with the applicable noise and emission
laws.
The Aviation Noise and Capacity Act of 1990 was passed in November of 1990 to
establish a national aviation noise policy. The FAA has promulgated
regulations under this Act regarding the phase-in requirements for
compliance. This legislation and the related regulations will require all of
EWW's and EWA's owned and leased aircraft to either undergo modifications or
otherwise comply with Stage 3 noise restrictions by year-end 1999.
Fuel and Supplies Cost
----------------------
EWW purchases substantially all of its jet fuel from major oil companies,
refiners and trading companies on annual contracts with prepaid and/or volume
discounts. These contract purchases are supplemented by spot purchases. The
weighted average price of domestic jet fuel declined in 1994 and 1993,
respectively. The 1994 domestic cost per gallon was approximately $.59
compared with 1993 and 1992 weighted average prices of approximately $.64 and
$.67 per gallon, respectively.
EWW believes that it has the flexibility to continue its operations without
material interruption unless there are significant curtailments of its jet
fuel supplies. Neither EWW nor the operators of the aircraft it charters have
experienced or anticipate any fuel supply problems. There is
PAGE 11
a four-million gallon fuel storage facility at the Hub.
Employees
---------
As of December 31, 1994, EWW had approximately 8,000 full and permanent
part-time employees as compared to 7,500 in 1993 and 6,700 in 1992.
Approximately 14% of these employees are covered by union contracts.
GENERAL
- -------
The research and development activities of the Company are not significant.
During 1994, 1993 and 1992 there was no single customer of the Company that
accounted for more than 10% of consolidated revenues.
The total number of employees is presented in the "Ten Year Financial
Summary" on pages 40 and 41 of the 1994 Annual Report to Shareholders and is
incorporated herein by reference.
The Company has been designated a Potentially Responsible Party (PRP) by the
EPA with respect to the disposal of hazardous substances at various sites.
The Company expects its share of the clean-up cost to be immaterial. The
Company expects the costs of complying with existing and future federal,
state and local environmental regulations to continue to increase. On the
other hand, they do not anticipate that such cost increases will have any
materially adverse effects on capital expenditures, earnings or competitive
position.
(d) Financial Information About Foreign
and Domestic Operations and Export Sales
----------------------------------------
Information as to revenues, operating income (loss) and identifiable assets
for each of the Company's business segments and for its foreign operations
for 1994, 1993 and 1992 is contained in Note 11 on page 37 and 38 of the 1994
Annual Report to Shareholders and is incorporated herein by reference.
ITEM 2. PROPERTIES
The following summarizes the terminals and freight service centers operated
by the Company at December 31, 1994:
Owned Leased Total
----- ------ -----
CF MotorFreight 230 207 437
Con-Way Transportation Services 57 296 353
Emery Worldwide 9 174 183
PAGE 12
The following table sets forth the location and square footage of the
Company's principal freight handling facilities:
Location Square Footage
-------- --------------
CFMF - motor carrier LTL consolidation center terminals
Mira Loma, CA 280,672
Chicago, IL 231,159
* Columbus, OH 118,774
Memphis, TN 118,745
Nashville, TN 118,622
Orlando, FL 101,557
* Minneapolis, MN 94,890
St. Louis, MO 88,640
* Pocono, PA 86,285
Chicopee, MA 85,164
Akron, OH 82,494
Sacramento, CA 81,286
Atlanta, GA 77,920
Houston, TX 77,346
Dallas, TX 75,358
* Fremont, IN 73,760
* Peru, IL 73,760
Buffalo, NY 73,380
Cheyenne, WY 71,298
Milwaukee, WI 70,661
Salt Lake City, UT 68,480
Charlotte, NC 66,896
Seattle, WA 59,720
* York, PA 56,384
Kansas City, MO 55,288
* Indianapolis, IN 54,716
Portland, OR 47,824
Phoenix, AZ 20,237
CTS - freight assembly centers
Chicago, IL 113,116
Des Plains, IL 100,440
Oakland, CA 85,600
Dallas, TX 82,000
Atlanta, GA 56,160
Cincinnati, OH 55,618
Columbus, OH 48,527
Detroit, MI 46,240
Santa Fe Springs, CA 45,936
Aurora, IL 44,235
Ft. Wayne, IN 35,400
Pontiac, MI 34,450
St. Louis, MO 29,625
Milwaukee, WI 22,940
PAGE 13
Location Square Footage
-------- --------------
Emery - facilities
*Dayton, OH 620,000
Los Angeles, CA 78,264
Chicago, IL 59,976
Boston, MA 42,236
Indianapolis, IN 38,500
* Facility partially or wholly financed through the issuance of industrial
revenue bonds. Principal amount of debt is secured by the property.
ITEM 3. LEGAL PROCEEDINGS
The legal proceedings of the Company are summarized in Note 10 on page 37 of
the 1994 Annual Report to Shareholders and are incorporated herein by
reference. Discussions of certain environmental matters are presented in
Item 1 and Item 7.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
PART II
-------
ITEM 5. MARKET FOR THE COMPANY'S COMMON STOCK AND RELATED SECURITY HOLDER
MATTERS
The Company's common stock is listed for trading on the New York and Pacific
Stock Exchanges.
The Company's Common Stock Price is included in Note 12 on page 39 of the
1994 Annual Report to Shareholders and is incorporated herein by reference.
Cash dividends on common shares had been paid in every year from 1962 to
1990. In June 1990, however, the Company's Board of Directors suspended the
quarterly dividend to minimize the Company's cash requirements. In December
1994, the Board of Directors reinstated a $.10 per share quarterly cash
dividend on common stock. Under the terms of the restructured TASP Notes, as
set forth on page 29 of the 1994 Annual Report to Shareholders, the Company
is restricted from paying dividends in excess of $10 million plus 50% of the
cumulative net income applicable to common shareholders since the
commencement of the agreement.
As of December 31, 1994, there were 16,015 holders of record of the common
PAGE 14
stock ($.625 par value) of the Company. The number of shareholders is also
presented in the "Ten Year Financial Summary" on pages 40 and 41 of the
1994 Annual Report to Shareholders and is incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
The Selected Financial Data is presented in the "Ten Year Financial
Summary" on pages 40 and 41 of the 1994 Annual Report to Shareholders and
is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management's Discussion and Analysis of Financial Condition and Results of
Operations is presented in the "Financial Review and Management Discussion"
on pages 18 through 20, inclusive, of the 1994 Annual Report to Shareholders
and is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Consolidated Financial Statements and Auditors' Report are presented on
pages 21 through 41, inclusive, of the 1994 Annual Report to Shareholders and
are incorporated herein by reference. The unaudited quarterly financial data
is included in Note 12 on page 39 of the 1994 Annual Report to Shareholders
and is incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
PART III
--------
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
The identification of the Company's Directors is presented on pages 3 through
9, inclusive, of the Proxy Statement dated March 17, 1995 and those pages are
incorporated herein by reference.
The Executive Officers of the Company, their ages at December 31, 1994 and
their applicable business experience are as follows:
Donald E. Moffitt, 62, President and Chief Executive Officer. Mr. Moffitt
joined Consolidated Freightways Corporation of Delaware, the Company's
nationwide, full-service subsidiary, as an accountant in 1955 and advanced to
Vice President - Finance in 1973. In 1975, he transferred to the Company as
Vice President - Finance and Treasurer and in 1981, was elected Executive
Vice President - Finance and Administration. In 1983, he assumed the
additional duties of President, CF International and Air, Inc., where he
directed the Company's international and air freight businesses. Mr. Moffitt
was elected Vice Chairman of the Board of the Company in 1986. He retired as
an employee and as Vice Chairman of the Board of Directors in 1988 and
returned to the Company as Executive Vice President - Finance and Chief
Financial Officer in 1990. Mr. Moffitt was named President and Chief
Executive Officer of the Company and was elected to the Board of Directors in
PAGE 15
1991. Mr. Moffitt serves on the Executive Committee of the Board of
Directors of the Highway Users Federation and is a member of the Board of
Directors of the Bay Area Council, the Automotive Safety Foundation and the
American Red Cross. He is a member of the California Business Roundtable and
a member of the Business Advisory Council of the Northwestern University
Transportation Center. He also serves on the Advisory Council of the
Peninsula Conflict Resolution Center. Mr. Moffitt is a member of the
Advisory Nominating and the Executive Committees of the Company.
W. Roger Curry, 56, President and Chief Executive Officer of Consolidated
Freightways Corporation of Delaware and Senior Vice President of the Company.
Mr. Curry joined CFCD in 1969 as a Systems Analyst and became Coordinator,
On-Line Systems of the Company in 1970. In 1972, he was named Director of
Terminal Properties for CFCD. He became President of CF AirFreight in 1975
and Chief Executive Officer in 1984. Mr. Curry relinquished both offices
with CF AirFreight in 1986 when he was elected Senior Vice President-Marketing
of the Company. In 1991, he was elected President of Emery Air Freight
Corporation, relinquishing the position in 1994 to become President of CFCD.
David I. Beatson, 47, President and Chief Executive Officer of Emery Air
Freight Corporation and Senior Vice President of the Company. Mr. Beatson
joined CF AirFreight Corporation in 1977, advancing through several
increasingly responsible positions to Vice President of National Accounts.
After leaving the Company for a time, he returned to EWW in 1986 as Vice
President of Sales and Marketing. He became President and Chief Executive
Officer of Emery Air Freight Corporation in 1994.
Gregory L. Quesnel, 46, Executive Vice President and Chief Financial Officer.
Mr. Quesnel joined Consolidated Freightways Corporation of Delaware in 1975
as Director of Financial Accounting. Through several increasingly
responsible financial positions, he advanced to become the top financial
officer of CFCD. In 1989 he was elected Vice President-Accounting for the
Company and in 1990 was named Vice President and Treasurer. Mr. Quesnel
became Senior Vice President-Finance and Chief Financial Officer of the
Company in 1991 and Executive Vice President and Chief Financial Officer in
1993.
Robert T. Robertson, 53, President and Chief Executive Officer of Con-Way
Transportation Services, Inc. and Senior Vice President of the Company. Mr.
Robertson joined CFCD in 1970 as a sales representative and advanced to
Manager of Eastern Area Sales by 1973. He transferred to Texas in 1976 where
he became involved in CFCD's operations and was promoted to Division Manager
in 1978. In 1983, he was named Vice President and General Manager of Con-Way
Transportation Services, Inc. In 1986, Mr. Robertson was elected President
of CTS.
Eberhard G.H. Schmoller, 51, Senior Vice President and General Counsel of the
Company. Mr. Schmoller joined CFCD in 1974 as a staff attorney and in 1976
was promoted to CFCD assistant general counsel. In 1983, he was appointed
Vice President and General Counsel of CF AirFreight and assumed the same
position with EWW after the acquisition in 1989. Mr. Schmoller was named
Senior Vice President and General Counsel of the Company in 1993.
PAGE 16
ITEM 11. EXECUTIVE COMPENSATION
The required information for Item 11 is presented on pages 13 through 15,
inclusive, of the Proxy Statement dated March 17, 1995, and those pages are
incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The required information for Item 12 is included on pages 10 and 11 of the
Proxy Statement dated March 17, 1995 and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Not applicable.
PAGE 17
PART IV
-------
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Financial Statements and Exhibits Filed
---------------------------------------
1. Financial Statements
See Index to Financial Information.
2. Financial Statement Schedules
See Index to Financial Information.
3. Exhibits
See Index to Exhibits.
(b) Reports on Form 8-K
-------------------
There were no reports on Form 8-K filed for the three months ended
December 31, 1994.
PAGE 18
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Form 10-K Annual
Report to be signed on its behalf by the undersigned, thereunto duly
authorized.
CONSOLIDATED FREIGHTWAYS, INC.
(Registrant)
March 27, 1995 /s/Donald E. Moffitt
--------------------------------------
Donald E. Moffitt
President and Chief Executive
Officer
March 27, 1995 /s/Gregory L. Quesnel
--------------------------------------
Gregory L. Quesnel
Executive Vice President and Chief
Financial Officer
March 27, 1995 /s/Gary D. Taliaferro
--------------------------------------
Gary D. Taliaferro
Vice President and Controller
PAGE 19
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
March 27, 1995 /s/Raymond F. O'Brien
-------------------------------------
Raymond F. O'Brien
Chairman of the Board
March 27, 1995 /s/Donald E. Moffitt
-------------------------------------
Donald E. Moffitt
President, Chief Executive Officer and
Director
March 27, 1995 /s/Earl F. Cheit
-------------------------------------
Earl F. Cheit, Director
March 27, 1995 /s/G. Robert Evans
-------------------------------------
G. Robert Evans, Director
March 27, 1995 /s/Robert Jaunich II
-------------------------------------
Robert Jaunich II, Director
March 27, 1995 /s/William D. Walsh
-------------------------------------
William D. Walsh, Director
March 27, 1995 /s/Robert P. Wayman
-------------------------------------
Robert P. Wayman, Director
PAGE 20
CONSOLIDATED FREIGHTWAYS, INC.
FORM 10-K
Year Ended December 31, 1994
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
INDEX TO FINANCIAL INFORMATION
------------------------------
Consolidated Freightways, Inc. and Subsidiaries
- -----------------------------------------------
The following Consolidated Financial Statements of Consolidated
Freightways, Inc. and Subsidiaries appearing on pages 21 through 41,
inclusive, of the Company's 1994 Annual Report to Shareholders are
incorporated herein by reference:
Report of Independent Public Accountants
Consolidated Balance Sheets - December 31, 1994 and 1993
Statements of Consolidated Operations - Years Ended December 31, 1994,
1993 and 1992
Statements of Consolidated Cash Flows - Years Ended December 31, 1994,
1993 and 1992
Statements of Consolidated Shareholders' Equity - Years Ended
December 31, 1994, 1993 and 1992
Notes to Consolidated Financial Statements
In addition to the above, the following consolidated financial information
is filed as part of this Form 10-K:
Page
----
Consent of Independent Public Accountants 21
Report of Independent Public Accountants 21
Schedule II - Valuation and Qualifying Accounts 22
PAGE 21
The other schedules have been omitted because either (1) they are neither
required nor applicable or (2) the required information has been included in
the consolidated financial statements or notes thereto.
SIGNATURE
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the incorporation
of our reports included and incorporated by reference in this Form 10-K,
into the Company's previously filed Registration Statement File Nos.
2-81030, 33-29793, and 33-52599.
/s/Arthur Andersen LLP
-------------------------
ARTHUR ANDERSEN LLP
San Francisco, California
March 27, 1995
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
----------------------------------------
To the Shareholders and Board of Directors of
Consolidated Freightways, Inc.:
We have audited in accordance with generally accepted auditing standards, the
consolidated financial statements included in Consolidated Freightways,
Inc.'s 1994 Annual Report to Shareholders incorporated by reference in this
Form 10-K, and have issued our report thereon dated January 27, 1995. Our
audit was made for the purpose of forming an opinion on those statements
taken as a whole. The schedule on page 22 is the responsibility of the
Company's management and is presented for the purposes of complying with the
Securities and Exchange Commission's rules and is not part of the basic
financial statements. This schedule has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, fairly states in all material respects the financial data required
to be set forth therein in relation to the basic financial statements taken
as a whole.
/s/Arthur Andersen LLP
--------------------------
ARTHUR ANDERSEN LLP
San Francisco, California
January 27, 1995
PAGE 22
SCHEDULE II
CONSOLIDATED FREIGHTWAYS, INC.
VALUATION AND QUALIFYING ACCOUNTS
THREE YEARS ENDED DECEMBER 31, 1994
(In thousands)
DESCRIPTION
- -----------
ALLOWANCE FOR DOUBTFUL ACCOUNTS
ADDITIONS
BALANCE AT CHARGED TO CHARGED TO BALANCE AT
BEGINNING COSTS AND OTHER END OF
OF PERIOD EXPENSES ACCOUNTS DEDUCTIONS PERIOD
---------- ---------- ---------- ---------- ----------
1994 $29,780 $ 6,676 $ - $ (9,518) (a) $26,938
------- ------- -------- --------- -------
1993 $26,198 $27,127 $ - $(23,545)(a) $29,780
------- ------- -------- --------- -------
1992 $25,742 $29,707 $ - $(29,251)(a) $26,198
------- ------- -------- --------- -------
a) Accounts written off net of recoveries.
PAGE 23
INDEX TO EXHIBITS
ITEM 14(a)(3)
Exhibit No.
- -----------
(3) Articles of incorporation and by-laws:
3.1 Consolidated Freightways, Inc. Certificates of Incorporation, as
amended. (Exhibit 3(a)(2) to the Company's Quarterly Report
Form 10-Q for the quarter ended March 31, 1987*)
3.2 Consolidated Freightways, Inc. By-laws, as amended, September 26,
1994
(4) Instruments defining the rights of security holders, including
debentures:
4.1 Consolidated Freightways, Inc. Stockholder Rights Plan. (Exhibit
1 on Form 8-A dated October 27, 1986*)
4.2 Certificate of Designations of the Series B Cumulative
Convertible Preferred Stock. (Exhibit 4.1 as filed on Form SE
dated May 25, 1989*)
4.3 Indenture between the Registrant and Security Pacific National
Bank, trustee, with respect to 9-1/8% Notes Due 1999 and Medium-
Term Notes, Series A. (Exhibit 4.1 as filed on Form SE dated
March 20, 1990*)
4.4 Form of Security for 9-1/8% Notes Due 1999 issued by Consolidated
Freightways, Inc. (Exhibit 4.1 as filed on Form SE dated August
25, 1989*)
4.5 Officers' Certificate dated as of August 24, 1989 establishing
the form and terms of debt securities issued by Consolidated
Freightways, Inc. (Exhibit 4.2 as filed on Form SE dated August
25, 1989*)
4.6 Form of Security for Medium-Term Notes, Series A to be issued by
Consolidated Freightways, Inc. (Exhibit 4.1 as filed on Form SE
dated September 18, 1989*)
4.7 Officers' Certificate dated September 18, 1989, establishing the
form and terms of debt securities to be issued by Consolidated
Freightways, Inc. (Exhibit 4.2 as filed on Form SE dated
September 19, 1989*)
Instruments defining the rights of security holders of long-term debt
of Consolidated Freightways, Inc., and its subsidiaries for which
financial statements are required to be filed with this Form 10-K,
of which the total amount of securities authorized under each such
instrument is less than 10% of the total assets of Consolidated
Freightways, Inc. and its subsidiaries on a consolidated basis, have
not been filed as exhibits to this Form 10-K. The Company agrees to
furnish a copy of each applicable instrument to the Securities and
Exchange Commission upon request.
* Previously filed with the Securities and Exchange Commission and
incorporated herein by reference.
PAGE 24
Exhibit No.
- -----------
(10) Material contracts:
10.1 Consolidated Freightways, Inc. Long-Term Incentive Plan of 1978,
as amended through Amendment No. 4. (Exhibit 10(e) to the
Company's Form 10-K for the year ended December 31, 1983*#)
10.2 Amendments 5, 6 and 7 to the Consolidated Freightways, Inc.
Long-Term Incentive Plan of 1978, as amended through Amendment No.
4. (Exhibit 10.1 as filed on Form SE dated March 25, 1991*#)
10.3 Consolidated Freightways, Inc. Long-Term Incentive Plan of 1988.
(Exhibit 10(g) to the Company's Form 10-K for the year ended
December 31, 1987*#)
10.4 Amendment 3 to the Consolidated Freightways, Inc. Long-Term
Incentive Plan of 1988. (Exhibit 10.2 as filed on Form SE dated
March 25, 1991*#)
10.5 Consolidated Freightways, Inc. Stock Option Plan of 1978, as
amended through Amendment No. 1. (Exhibit 10(e) to the Company's
Form 10-K for the year ended December 31, 1981*#)
10.6 Consolidated Freightways, Inc. Stock Option Plan of 1988 as
amended. (Exhibit 10(i) to the Company's Form 10-K for the year
ended December 31, 1987 as amended in Form S-8 dated
December 16, 1992*#)
10.7 Forms of Stock Option Agreement (with and without Cash Surrender
Rights) under the Consolidated Freightways, Inc. Stock Option Plan
of 1988. (Exhibit 10(j) to the Company's Form 10-K for
the year ended December 31, 1987*#)
10.8 Form of Consolidated Freightways, Inc. Deferred Compensation
Agreement. (Exhibit 10(i) to the Company's Form 10-K for the year
ended December 31, 1981*#)
10.9 Consolidated Freightways, Inc. Retirement Plan (formerly Emery Air
Freight Corporation Pension Plan), as amended effective through
January 1, 1985, and amendments dated as of October 30, 1987.
(Exhibit 4.22 to the Emery Air Freight Corporation Quarterly
Report on Form 10-Q dated November 16, 1987**)
10.10 Emery Air Freight Plan for Retirees, effective October 31, 1987.
(Exhibit 4.23 to the Emery Air Freight Corporation Quarterly
Report on Form 10-Q dated November 16, 1987**)
10.11 Consolidated Freightways, Inc. Common Stock Fund (formerly Emery
Air Freight Corporation Employee Stock Ownership Plan, as
effective October 1, 1987 ("ESOP"). (Exhibit 4.33 to the Emery
Air Freight Corporation Annual Report on Form 10-K dated March 28,
1988**)
* Previously filed with the Securities and Exchange Commission and
incorporated herein by reference.
** Incorporated by reference to indicated reports filed under the
Securities Act of 1934, as amended, by Emery Air Freight
Corporation File No. 1-3893.
# Designates a contract or compensation plan for Management or Directors.
PAGE 25
Exhibit No.
- -----------
10.12 Employee Stock Ownership Trust Agreement, dated as of October 8,
1987, as amended, between Emery Air Freight Corporation and Arthur
W. DeMelle, Daniel J. McCauley and Daniel W. Shea, as Trustees
under the ESOP Trust. (Exhibit 4.34 to the Emery Air Freight
Corporation Annual Report on Form 10-K dated March 28, 1988**)
10.13 Amended and Restated Subscription and Stock Purchase Agreement
dated as of December 31, 1987 between Emery Air Freight
Corporation and Boston Safe Deposit and Trust Company in its
capacity as successor trustee under the Emery Air Freight
Corporation Employee Stock Ownership Plan Trust ("Boston Safe").
(Exhibit B to the Emery Air Freight Corporation Current Report on
Form 8-K dated January 11, 1988**)
10.14 Supplemental Subscription and Stock Purchase Agreement dated as of
January 29, 1988 between Emery Air Freight Corporation and Boston
Safe. (Exhibit B to the Emery Air Freight Corporation Current
Report on Form 8-K dated February 12, 1988**)
10.15 Trust Indenture, dated as of November 1, 1988, between City of
Dayton, Ohio and Security Pacific National Trust Company (New
York), as Trustee and Bankers Trust Company, Trustee. (Exhibit
4.1 to Emery Air Freight Corporation Current Report on Form 8-K
dated December 2, 1988**)
10.16 Bond Purchase Agreement dated November 7, 1988, among the City of
Dayton, Ohio, the Emery Air Freight Corporation and Drexel Burnham
Lambert Incorporated. (Exhibit 28.7 to the Emery Air Freight
Corporation Current Report on Form 8-K dated December 2, 1988**)
10.17 Lease agreement dated November 1, 1988 between the City of Dayton,
Ohio and Emery Air Freight Corporation. (Exhibit 10.1 to the
Emery Air Freight Corporation Annual Report on Form 10-K for the
year ended December 31, 1988**)
10.18 Credit Agreement dated January 14, 1993, by and among Emery
Receivables Corporation as the borrower, Emery Air Freight
Corporation, Consolidated Freightways, Inc., individually and as
Servicer and various financial institutions. (Exhibit 10.19 to the
Company's Form 10-K for the year ended December 31, 1992*).
10.19 Purchase and Sale Agreement, dated January 14, 1993, among Emery
Air Freight Corporation and Emery Distribution Systems, Inc., as
Originators, Emery Receivables Corporation, and Consolidated
Freightways, Inc., as Servicer. (Exhibit 10.20 to the
Company's Form 10-K for the year ended December 31, 1992*).
10.20 Consolidated Freightways, Inc. Directors' Election Form for
deferral payment of director's fees. #
10.21 Consolidated Freightways, Inc. 1993 Executive Deferral Plan.
(Exhibit 10.22 to the Company's Form 10-K for the year ended
December 31, 1992*#).
* Previously filed with the Securities and Exchange Commission and
incorporated herein by reference.
** Incorporated by reference to indicated reports filed under the
Securities Act of 1934, as amended, by Emery Air Freight
Corporation File No. 1-3893.
# Designates a contract or compensation plan for Management or Directors.
PAGE 26
Exhibit No.
- -----------
10.22 Consolidated Freightways, Inc. Executive Incentive Plan for
1995. #
10.23 CF MotorFreight Incentive Plan for 1995. #
10.24 Con-Way Transportation Services, Inc. Incentive Plan for 1995. #
10.25 Emery Worldwide Incentive Plan for 1995. #
10.26 Leland James Service Corporation-CFI Executive Incentive Plan
for 1995. #
10.27 $300 million Amended and Restated Credit Agreement dated January
10, 1995 among Consolidated Freightways, Inc. and various
financial institutions.
10.28 Official Statement of the Issuer's Special Facilities Revenue
Refunding Bonds, 1993 Series E and F dated September 29, 1993
among the City of Dayton, Ohio and Emery Air Freight Corporation.
(Exhibit 10.1 to the Company's Form 10-Q for the quarterly period
ended September 30, 1993*).
10.29 Trust Indenture, dated September 1, 1993 between the City of
Dayton, Ohio and Banker's Trust Company as Trustee.
(Exhibit 10.2 to the Company's Form 10-Q for the quarterly period
ended September 30, 1993*).
10.30 Supplemental Lease Agreement dated September 1, 1993 between the
City of Dayton, Ohio, as Lessor, and Emery Air Freight
Corporation, as Lessee. (Exhibit 10.3 to the Company's Form 10-Q
for the quarterly period ended September 30, 1993*).
10.31 Supplemental Retirement Plan dated January 1, 1990. (Exhibit 10.31
to the Company's Form 10-K for the year ended December 31, 1993*#)
10.32 Directors' 24-Hour Accidental Death and Dismemberment Plan.
(Exhibit 10.32 to the Company's Form 10-K for the year ended
December 31, 1993*#)
10.33 Executive Split-Dollar Life Insurance Plan dated January 1, 1994.
(Exhibit 10.33 to the Company's Form 10-K for the year ended
December 31, 1993*#)
10.34 Board of Directors' Compensation Plan dated January 1, 1994.
(Exhibit 10.34 to the Company's Form 10-K for the year ended
December 31, 1993*#)
10.35 Excess Benefit Plan dated January 1, 1987. (Exhibit 10.35 to the
Company's Form 10-K for the year ended December 31, 1993*#)
10.36 Directors' Business Travel Insurance Plan. (Exhibit 10.36 to the
Company's Form 10-K for the year ended December 31, 1993*#)
10.37 Deferred Compensation Plan for Executives dated October 1, 1993.
(Exhibit 10.37 to the Company's Form 10-K for the year ended
December 31, 1993*#)
10.38 Amended and Restated 1993 Nonqualified Employee Benefit Plans
Trust Agreement dated January 1, 1995. #
10.39 Consolidated Freightways, Inc. Equity Incentive Plan for Non-
Employee Directors. (Attachment to the Company's 1994 Proxy
Statement dated March 18, 1994.*#)
* Previously filed with the Securities and Exchange Commission and
incorporated herein by reference.
# Designates a contract or compensation plan for Management or Directors.
PAGE 27
Exhibit No.
- ----------
10.40 Amended and Restated Retirement Plan for Directors of
Consolidated Freightways, Inc. dated January 1, 1994. #
(13) Annual report to security holders:
Consolidated Freightways, Inc. 1994 Annual Report to Shareholders
(Only those portions referenced herein are incorporated in this Form
10-K. Other portions such as "To Our Shareholders and Employees" are
not required and, therefore, are not "filed" as part of this Form
10-K.)
(22) Significant Subsidiaries of the Company.
(27) Financial Data Schedule
(28) Additional documents:
28.1 Consolidated Freightways, Inc. 1995 Notice of Annual Meeting and
Proxy Statement dated March 17, 1995. (Only those portions
referenced herein are incorporated in this Form 10-K. Other
portions are not required and, therefore, are not "filed" as a
part of this Form 10-K.*)
28.2 Note Agreement dated as of July 17, 1989, between the ESOP,
Consolidated Freightways, Inc. and the Note Purchasers named
therein. (Exhibit 28.1 as filed on Form SE dated July 21, 1989*)
28.3 Guarantee and Agreement dated as of July 17, 1989, delivered by
Consolidated Freightways, Inc. (Exhibit 28.2 as filed on Form SE
dated July 21, 1989*).
28.4 Form of Restructured Note Agreement between Consolidated
Freightways, Inc., Thrift and Stock Ownership Trust as Issuer
and various financial institutions as Purchasers named therein,
dated as of November 3, 1992. (Exhibit 28.4 to the Company's
Form 10-K for the year ended December 31, 1992*).
28.5 Form of Restructured Guarantee and Agreement between Consolidated
Freightways, Inc., as Issuer and various financial institutions
as Purchasers named therein, dated as of November 3, 1992.
(Exhibit 28.5 to the Company's Form 10-K for the year ended
December 31, 1992*).
The remaining exhibits have been omitted because either (1) they are
neither required nor applicable or (2) the required information has been
included in the consolidated financial statements or notes thereto.
* Previously filed with the Securities and Exchange Commission and
incorporated herein by reference.
# Designates a compensation plan for Management or Directors.