As filed with the Securities and Exchange Commission on April 14, 1997
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
-------------------
CONSOLIDATED FREIGHTWAYS CORPORATION
(Exact name of registrant as specified in its charter)
-------------------
Delaware 77-0425334
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
175 Linfield Drive
Menlo Park, California 94025
(Address of Principal Executive Offices) (Zip Code)
-------------------
Consolidated Freightways Corporation of Delaware 401(k) Plan
(Full title of plan)
-------------------
STEPHEN D. RICHARDS
Consolidated Freightways Corporation
175 Linfield Avenue
Menlo Park, California 94025
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (415) 326-1700
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum Amount
Amount Offering Aggregate of Regis-
Title of Securities to Be Price Per Offering tration
to Be Registered Registered Share (1) Price (1) Fee (2)
- ----------------- ---------- --------- ----------- ---------
<S> <C> <C> <C> <C>
Common Stock 1,500,000 Shares $11.625 $17,437,500 $5,284.09
(par value $.01
per share)
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
- ----------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933. The
calculation of the registration fee for the shares is based on $11.625,
which was the average of the high and low sale prices of the Common Stock
of Consolidated Freightways Corporation on April 9, 1997 as reported in The
Wall Street Journal for Nasdaq National Market issues.
(2) The registration fee has been calculated pursuant to Section 6(b) of the
Securities Act as follows: one-thirty-third (1/33) of one percent of the
Proposed Maximum Aggregate Offering Price of the shares registered.
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
----------------------------------------
The following documents filed by Consolidated Freightways Corporation,
a Delaware corporation (the "Company"), with the Securities and Exchange
Commission are incorporated herein by reference:
(a) The Company's latest annual report and the Plan's latest annual
report, filed pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934, or the latest prospectus filed pursuant to rule
424(b) under the Securities Act of 1933 that contains audited financial
statements for the Company's latest fiscal year for which such statements
have been filed;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the most recent fiscal
year; and
(c) The description of the Company's Common Stock contained in the
Registration Statement.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended, prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of such reports and
documents.
Item 4. Description of Securities.
--------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
---------------------------------------
Not Applicable.
Item 6. Indemnification of Directors and Officers.
------------------------------------------
Limitation of Liability
- -----------------------
Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL")
permits a corporation's certificate of incorporation to include a provision
eliminating or limiting the personal liability of a director to the corporation
or its shareholders for monetary damages
II-3
<PAGE>
for breach of fiduciary duty as a director provided that such provision shall
not eliminate or limit the liability of a director (i) for any breach of the
director's duty of loyalty to the corporation or its shareholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL (relating to
unlawful payment of dividends and unlawful stock purchase and redemption) or
(iv) for any transaction from which the director derived an improper personal
benefit. As permitted by Section 102(b)(7) of the DGCL, the Company's
Certificate of Incorporation provides that the Company's directors shall not be
liable to the Company or its shareholders for monetary damages for breach of
fiduciary duty as a director, except to the extent that exculpation from
liabilities is not permitted under the DGCL as in effect at the time such
liability is determined.
Indemnification and Insurance
- -----------------------------
The Company's Certificate of Incorporation and Bylaws provide that the
Company shall indemnify its directors and officers to the full extent permitted
by the law of the State of Delaware. Section 145 of the DGCL provides that a
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal or investigative (other than an action by or
in the right of the corporation) by reason of the fact that he or she is or was
a director, officer, employee or agent of the corporation or is or was serving
at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him or her in connection with
such action, suit or proceeding if he or she acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the best interests of
the corporation, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. Section 145 further
provides that a corporation similarly may indemnify any such person serving in
any such capacity who was or is a party or is threatened to be made by a party
to any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor, against expenses (including
attorneys' fees) actually and reasonably incurred in connection with the defense
or settlement of such action or suit if he or she acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interests of the corporation and except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Delaware Court of Chancery or such other court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.
The Company has obtained an insurance policy that insures its
directors and officers against certain liabilities.
II-4
<PAGE>
Item 7. Exemption From Registration Claimed.
------------------------------------
Not Applicable.
Item 8. Exhibits.
---------
4.1 Amended and Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 4.1 to the Company's
Registration Statement on Form S-8 dated November 26, 1996, File
No. 333-16851)
4.2 Amended and Restated Bylaws of the Company (incorporated by
reference to Exhibit 4.2 to the Company's Registration Statement
on Form S-8 dated November 26, 1996, File No. 333-16851)
5.1 Internal Revenue Service Determination Letter
23.1 Consent of Arthur Andersen LLP, independent public accountants
24.1 Powers of Attorney
Item 9. Undertakings.
-------------
The undersigned registrant hereby undertakes:
(a)(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Sec-
II-5
<PAGE>
tion 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The Company hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in
the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the Company has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
II-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Menlo Park, State of California on March 31, 1997.
CONSOLIDATED FREIGHTWAYS CORPORATION
By STEPHEN D. RICHARDS
-----------------------------------------
Stephen D. Richards
Senior Vice President and General Counsel
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on March 31, 1997.
Signature Title
--------- -----
* W. ROGER CURRY President, Chief Executive Officer and Director
- --------------------------- (Principal Executive Officer)
W. Roger Curry
* DAVID F. MORRISON Executive Vice President, Chief Financial Officer
- --------------------------- (Principal Financial and Accounting Officer)
David F. Morrison
* ROBERT W. HATCH Director
- ---------------------------
Robert W. Hatch
* J. FRANK LEACH Director
- ---------------------------
J. Frank Leach
* JAMES B. MALLOY Director
- ---------------------------
James B. Malloy
* RAYMOND F. O'BRIEN Director
- ---------------------------
Raymond F. O'Brien
* By STEPHEN D. RICHARDS
-------------------------------------
Stephen D. Richards, Attorney-in-Fact
II-7
<PAGE>
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
members of the Administrative Committee of the Plan have duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Menlo Park, State of California on March 31,
1997.
CONSOLIDATED FREIGHTWAYS CORPORATION
OF DELAWARE
SAVINGS PLAN ADMINISTRATIVE COMMITTEE
STEPHEN D. RICHARDS
-------------------------------------
Stephen D. Richards, Member
DAVID F. MORRISON
-------------------------------------
David F. Morrison, Member
SUNIL BHARDWAJ
-------------------------------------
Sunil Bhardwaj, Member
II-8
<PAGE>
EXHIBIT INDEX
Exhibit
Number Document Description
- ------- --------------------
4.1 Amended and Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 4.1 to the Company's
Registration Statement on Form S-8 dated November 26, 1996, File
No. 333-16851)
4.2 Amended and Restated Bylaws of the Company (incorporated by
reference to Exhibit 4.2 to the Company's Registration Statement
on Form S-8 dated November 26, 1996, File No. 333-16851)
5.1 Internal Revenue Service Determination Letter
23.1 Consent of Arthur Andersen LLP, independent public accountants
24.1 Powers of Attorney
II-9
EXHIBIT 5.1
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
2 CUPANIA CIRCLE
MONTEREY PARK, CA 91755
Employer Identification Number:
Date: Feb 10 1994 94-1444797
File Folder Number:
931002700
CONSOLIDATED FREIGHTWAYS CORP. Person to Contact:
OF DELAWARE NAN CHYO
1717 NW 21st STREET Contact Telephone Number:
PORTLAND, OR 97209-1797 (213) 725-0164
Plan Name:
CF MOTORFREIGHT SAVINGS PLAN
Plan Number: 004
Dear Applicant:
We have made a favorable determination on your plan, identified above,
based on the information supplied. Please keep this letter in your permanent
records.
Continued qualification of the plan under its present form will depend on
its effect in operation. (See section 1.401-1(b)(3) of the Income Tax
Regulations.) We will review the status of the plan in operation periodically.
The enclosed document explains the significance of this favorable
determination letter, points out some features that may affect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the publication.
This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal or
local statutes.
This determination is subject to your adoption of the proposed amendments
submitted in your letter dated 020894. The proposed amendments should be adopted
on or before the date prescribed by the regulations under Code section 401(b).
This determination letter is applicable for the plan adopted on 012193.
<PAGE>
CONSOLIDATED FREIGHTWAYS CORP.
This letter is based upon the certification and demonstrations you
submitted pursuant to Revenue Procedure 91-66. Therefore, the certification and
demonstrations are considered an integral part of this letter. Accordingly, YOU
MUST KEEP A COPY OF THESE DOCUMENTS AS A PERMANENT RECORD OR YOU WILL NOT BE
ABLE TO RELY ON THE ISSUES DESCRIBED IN REVENUE PROCEDURE 91-66.
The information on the enclosed addendum is an integral part of this
determination. Please be sure to read and keep it with this letter.
We have sent a copy of this letter to your representative as indicated in
the power of attorney.
If you have questions concerning this matter, please contact the person
whose name and telephone number are shown above.
Sincerely yours,
RICHARD R. OROSCO
Richard R. Orosco
District Director
Enclosures:
Publication 794
Addendum
Letter 835 (DO/CG)
<PAGE>
CONSOLIDATED FREIGHTWAYS CORP.
This plan also satisfies the requirements of Code section 401(k).
Letter 835 (DO/CG)
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our reports dated January 23, 1997
included in and incorporated by reference in Consolidated Freightways
Corporation's Form 10-K for the year ended December 31, 1996 (File No.
001-12149), and to all references to our Firm included in this Registration
Statement.
ARTHUR ANDERSEN LLP
Portland, Oregon,
April 11, 1997
EXHIBIT 24.1
POWER OF ATTORNEY
-----------------
(CFCD Savings Plan)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Consolidated Freightways Corporation (the "Company"), does
hereby constitute and appoint Stephen D. Richards and David F. Morrison, and
each of them, his true and lawful attorney and agent to do any and all acts and
things and to execute in his name (whether on behalf of the Company or as an
officer or director of the Company, or otherwise) any and all instruments which
said attorney and agent may deem necessary or advisable in order to enable the
Company to comply with the Securities Act of 1933, as amended, and any
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the registration under the Securities Act of 1933, as amended,
of 1,500,000 shares of the Company's Common Stock issuable pursuant to the
Consolidated Freightways Corporation of Delaware Savings Plan, including
specifically, but without limitation thereto, power and authority to sign his
name (whether on behalf of the Company or as an officer or director of the
Company, or otherwise) to a Registration Statement on Form S-8 and any amendment
thereto (including any post-effective amendment) or application for amendment
thereto in respect to such Common Stock or any exhibits filed therewith; and to
file the same with the Securities and Exchange Commission; and the undersigned
does hereby ratify and confirm all that said attorney and agent shall do or
cause to be done by virtue hereof.
DATED: March 31, 1997
W. ROGER CURRY
-----------------------------------------
W. Roger Curry
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
-----------------
(CFCD Savings Plan)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Consolidated Freightways Corporation (the "Company"), does
hereby constitute and appoint Stephen D. Richards and David F. Morrison, and
each of them, his true and lawful attorney and agent to do any and all acts and
things and to execute in his name (whether on behalf of the Company or as an
officer or director of the Company, or otherwise) any and all instruments which
said attorney and agent may deem necessary or advisable in order to enable the
Company to comply with the Securities Act of 1933, as amended, and any
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the registration under the Securities Act of 1933, as amended,
of 1,500,000 shares of the Company's Common Stock issuable pursuant to the
Consolidated Freightways Corporation of Delaware Savings Plan, including
specifically, but without limitation thereto, power and authority to sign his
name (whether on behalf of the Company or as an officer or director of the
Company, or otherwise) to a Registration Statement on Form S-8 and any amendment
thereto (including any post-effective amendment) or application for amendment
thereto in respect to such Common Stock or any exhibits filed therewith; and to
file the same with the Securities and Exchange Commission; and the undersigned
does hereby ratify and confirm all that said attorney and agent shall do or
cause to be done by virtue hereof.
DATED: March 31, 1997
DAVID F. MORRISON
-----------------------------------------
David F. Morrison
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
-----------------
(CFCD Savings Plan)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Consolidated Freightways Corporation (the "Company"), does
hereby constitute and appoint Stephen D. Richards and David F. Morrison, and
each of them, his true and lawful attorney and agent to do any and all acts and
things and to execute in his name (whether on behalf of the Company or as an
officer or director of the Company, or otherwise) any and all instruments which
said attorney and agent may deem necessary or advisable in order to enable the
Company to comply with the Securities Act of 1933, as amended, and any
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the registration under the Securities Act of 1933, as amended,
of 1,500,000 shares of the Company's Common Stock issuable pursuant to the
Consolidated Freightways Corporation of Delaware Savings Plan, including
specifically, but without limitation thereto, power and authority to sign his
name (whether on behalf of the Company or as an officer or director of the
Company, or otherwise) to a Registration Statement on Form S-8 and any amendment
thereto (including any post-effective amendment) or application for amendment
thereto in respect to such Common Stock or any exhibits filed therewith; and to
file the same with the Securities and Exchange Commission; and the undersigned
does hereby ratify and confirm all that said attorney and agent shall do or
cause to be done by virtue hereof.
DATED: March 31, 1997
ROBERT W. HATCH
-----------------------------------------
Robert W. Hatch
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
-----------------
(CFCD Savings Plan)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Consolidated Freightways Corporation (the "Company"), does
hereby constitute and appoint Stephen D. Richards and David F. Morrison, and
each of them, his true and lawful attorney and agent to do any and all acts and
things and to execute in his name (whether on behalf of the Company or as an
officer or director of the Company, or otherwise) any and all instruments which
said attorney and agent may deem necessary or advisable in order to enable the
Company to comply with the Securities Act of 1933, as amended, and any
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the registration under the Securities Act of 1933, as amended,
of 1,500,000 shares of the Company's Common Stock issuable pursuant to the
Consolidated Freightways Corporation of Delaware Savings Plan, including
specifically, but without limitation thereto, power and authority to sign his
name (whether on behalf of the Company or as an officer or director of the
Company, or otherwise) to a Registration Statement on Form S-8 and any amendment
thereto (including any post-effective amendment) or application for amendment
thereto in respect to such Common Stock or any exhibits filed therewith; and to
file the same with the Securities and Exchange Commission; and the undersigned
does hereby ratify and confirm all that said attorney and agent shall do or
cause to be done by virtue hereof.
DATED: March 31, 1997
J. FRANK LEACH
-----------------------------------------
J. Frank Leach
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
-----------------
(CFCD Savings Plan)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Consolidated Freightways Corporation (the "Company"), does
hereby constitute and appoint Stephen D. Richards and David F. Morrison, and
each of them, his true and lawful attorney and agent to do any and all acts and
things and to execute in his name (whether on behalf of the Company or as an
officer or director of the Company, or otherwise) any and all instruments which
said attorney and agent may deem necessary or advisable in order to enable the
Company to comply with the Securities Act of 1933, as amended, and any
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the registration under the Securities Act of 1933, as amended,
of 1,500,000 shares of the Company's Common Stock issuable pursuant to the
Consolidated Freightways Corporation of Delaware Savings Plan, including
specifically, but without limitation thereto, power and authority to sign his
name (whether on behalf of the Company or as an officer or director of the
Company, or otherwise) to a Registration Statement on Form S-8 and any amendment
thereto (including any post-effective amendment) or application for amendment
thereto in respect to such Common Stock or any exhibits filed therewith; and to
file the same with the Securities and Exchange Commission; and the undersigned
does hereby ratify and confirm all that said attorney and agent shall do or
cause to be done by virtue hereof.
DATED: March 31, 1997
JAMES B. MALLOY
-----------------------------------------
James B. Malloy
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
-----------------
(CFCD Savings Plan)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Consolidated Freightways Corporation (the "Company"), does
hereby constitute and appoint Stephen D. Richards and David F. Morrison, and
each of them, his true and lawful attorney and agent to do any and all acts and
things and to execute in his name (whether on behalf of the Company or as an
officer or director of the Company, or otherwise) any and all instruments which
said attorney and agent may deem necessary or advisable in order to enable the
Company to comply with the Securities Act of 1933, as amended, and any
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the registration under the Securities Act of 1933, as amended,
of 1,500,000 shares of the Company's Common Stock issuable pursuant to the
Consolidated Freightways Corporation of Delaware Savings Plan, including
specifically, but without limitation thereto, power and authority to sign his
name (whether on behalf of the Company or as an officer or director of the
Company, or otherwise) to a Registration Statement on Form S-8 and any amendment
thereto (including any post-effective amendment) or application for amendment
thereto in respect to such Common Stock or any exhibits filed therewith; and to
file the same with the Securities and Exchange Commission; and the undersigned
does hereby ratify and confirm all that said attorney and agent shall do or
cause to be done by virtue hereof.
DATED: March 31, 1997
RAYMOND F. O'BRIEN
-----------------------------------------
Raymond F. O'Brien
