PROXY STATEMENT
INDEPENDENT SHAREHOLDER SOLICITATION
Re: CONSOLIDATED FREIGHTWAYS
ANNUAL MEETING: APRIL 25, 1994
Dear Consolidated Freightways Shareholder,
We are pleased to present you with three corporate
governance reforms proposed for our Company and ask that you
sign the enclosed proxy card that will be voted at the
upcoming Annual Meeting on April 25.
1) Eliminate the 80% vote requirement to alter board
structure;
2) Declassify the Board;
3) Institute confidential voting.
The first resolution complements the second, making board
declassification the subject of a simple majority vote. Many
shareholders may be unaware of the unusual voting standard
currently required by CF to change board structure.
All three proposals are widely accepted governance
reforms, supported by many institutional investors with
published policies. We think these reforms are especially
important for our Company to encourage the Board of Directors
to improve shareholder value. Despite a rally last fall, CF's
stock still trails its peers. As the company notes in its 1994
preliminary proxy, $100 invested in CF five years ago was
worth $76 at the end of 1993. The same $100 invested in the
group CF identifies as its peers was worth $162 by the end of
1993. In addition, CF suspended its dividend during this
period.
A table charts the following material.
A COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL SHAREHOLDER RETURN
Consolidated Freightways, Inc., S & P 500 Index, Peer Group
Index
Total Returns with Dividends Reinvested on Pay Date 12/31/88
Composite Market Cap Weighted.
Quarter Ending CNF Peer Group S&P 500
12/31/93 76 162 197
9/30/93 51 145 193
6/30/93 52 124 188
3/31/93 55 140 187
12/31/92 57 142 179
9/30/92 43 117 171
6/30/92 42 125 165
3/31/92 56 139 162
12/31/91 50 122 166
9/30/91 38 114 154
6/30/91 53 109 146
12/31/90 38 91 128
9/30/90 43 81 119
6/30/90 42 102 136
3/31/90 52 116 128
12/31/89 83 105 132
9/30/89 99 111 129
6/30/89 89 92 117
3/31/89 91 92 107
12/31/88 100 100 100
The Company opposes our resolutions as they have opposed
others, beginning with a "poison pill" reform effort in 1988
by the California Public Employee Retirement System. The
Company claims our interests as shareholders are subordinated
to our interests as employees. But the record proves
otherwise. Last year, one of us -- Jim Weaver -- garnered
enough shareholder support to compel the company to negotiate
a reform of its "poison pill." Jim Weaver was pleased to
negotiate this reform on behalf of all shareholders. The
Company now highlights this reform as part of its corporate
governance assets. The Company's performance has improved
since adoption of this reform. We dispute the Company's
contention that this year's proposals will somehow detract
from CF's recovery.
We believe additional reforms are important. During the
period of CF's contest against the Weaver "poison pill" reform
effort last year, important information about an Emery bonus
plan was left undisclosed to the SEC for several months.
Sometime before March 19, CF's board approved a bonus plan at
Emery where "Every dollar of [Emery] profits from zero to
$11.3 million goes into the [bonus] pool. Thereafter, 50% of
every dollar of profit goes into the pool."
We believe this was important information of interest to
any investor with which CF communicated. Yet the company did
not disclose this information to the SEC until May 13, months
after board approval, and three weeks after the annual
meeting. Following disclosure, at least one Wall Street
analyst cited the Emery bonus plan as part of his reason for
reducing his earnings forecast for the company. As it turns
out, the bonus plan amounted to $20.4 million, a considerable
figure given total 1993 profits at CF of $30.1 million. (The
bonus plan represents pre-tax dollars, while the profits are
post-tax. While we are not apprised of the company's tax
position for 1993, measuring the profits in pre-tax dollars
would reduce the relative size of the bonus plan.)
In reciting these events, we do not allege or imply that
CF consciously mislead investors or charge CF officials with
improper, illegal or immoral conduct.
But we do think that a company more fully attuned to
shareholder interests would have disclosed such information to
the SEC in a more timely fashion.
The company's recent financial reports may signal a
genuine turnaround. We note that the Board awarded CEO Donald
Moffitt a raise in 1993 to $1.6 million (total compensation,
including Black-Scholes option pricing model valuation of
options), compared with total 1992 compensation of $757,000,
to recognize the progress of the company. That's a 113% pay
raise. For comparison, the stock began 1993 at $17.625 and
finished at $23.625, a 34% improvement. We think that
additional corporate governance reforms can help keep a
turnaround on track, and that some of these profits find their
way to shareholders in the form of dividends.
We ask your support for the reforms.
Not all of these proposals are included in the company's
proxy. The enclosed CF Shareholder Committee proxy card allows
you to vote on these proposals as well as all management
proposals.
Sincerely,
James Weaver Jack Boyle Larry Ellison William Patterson
Retiree- Employee- Employee- Director,
shareholder shareholder shareholder International
Brotherhood
of Teamsters
Office of Corporate Affairs
PROXY STATEMENT
INDEPENDENT SHAREHOLDER SOLICITATION
Re: CONSOLIDATED FREIGHTWAYS
ANNUAL MEETING: APRIL 25, 1994
The enclosed proxy material relating to CONSOLIDATED
FREIGHTWAYS from the CF Shareholders Committee is sent to you
as the direct or beneficial owner of shares in this
corporation. Shareholders Jack Boyle, James Weaver and Larry
Ellison who collectively own more than 4,500 shares (more than
$100,000), each propose resolutions that are joined here for
purposes of explanation and solicitation. This proxy statement
is being distributed to shareholders on or after March 24.
To be ensured to vote all three issues, you need to use
this proxy card. The company proxy does not include all
three of these shareholder issues. By returning the
enclosed proxy, stockholders will be able to vote on all
matters described in management's proxy statement, in
addition to all three issues described here.
YOU CAN USE THIS CARD TO VOTE ALL THE ISSUES THAT WILL BE
VOTED ON IN THE COMPANY'S ANNUAL MEETING.
ON BOARD ELECTIONS AND OTHER MANAGEMENT-PROPOSED ISSUES, WE
PLAN TO VOTE AS MANAGEMENT REQUESTS, UNLESS YOU DIRECT US
OTHERWISE.
CF Shareholders Committee
c/o International Brotherhood of Teamsters
25 Louisiana Ave NW
Washington, D.C. 20001 Fax: 202-624-6833
800-208-3081
Summary of Problems and Shareholder Reforms
For five years, shareholders of Consolidated Freightways have confronted
serious
problems:
* Declining stock price; and
* Dividend suspension; and
* Undisclosed bonus plan; and
* Alleged illegal insider transactions.
FIGURE FILED ON MARCH 4 FILING TO BE INCLUDED HERE
A Board more fully attuned to shareholder interests would have overseen
more
timely repairs to CF's financial posture, and would have more diligently
policed insider
transactions and disclosure irregularities. Instead, the company has
repeatedly contested
shareholders who sought reforms. These problems indicate that the CF Board
may be
insulated from shareholder concerns.
To address the board's unresponsiveness, shareholders are proposing three
reforms:
1) Eliminate the supermajority requirement of 80% shareholder approval to
declassify the Board, or to mandate shareholder elections for open
seats;
2) Declassify the Board, to require annual elections of all Board
Directors;
3) Institute confidential voting to eliminate the chance for coercion.
The first resolution complements the second, making board
declassification subject
to a simple majority vote. These are widely accepted governance reforms. These
resolutions build on a successful effort last year when a shareholder
negotiated a reform
of the company's "poison pill."
WHY GOVERNANCE REFORM IS NEEDED
For nearly five years following the takeover of Emery, CF
management has faltered.
* The company's once unbroken string of profitable
quarters dissolved into several years of losses. The
company's 1993 annual profit is the first since acquiring
Emery.
* The company suspended the dividend.
* The company overpaid for Emery, according to some Wall
Street analysts, lost its high credit rating, and changed
the CEO three times.
* CF's stock price collapsed, from a high $36.75 on Feb.
7, 1989, the week before it announced its acquisition of
Emery, to $10.50, which it hit on Oct. 21, 1991. As of
March 3, 1994, CF stock sold for $26.75.
CF's stock staged a come-back last fall, as did the
economy and transportation stocks generally. But the company's
1993 company revenues were 48% greater than those of 1988. Yet
CF's Dec. 31, 1993 market price of $23.50 was still less than
the Feb. 7, 1989 price of $36.75, a level reached immediately
after CF announced its 1988 results. The company's earnings of
87 cents a share in 1993 (77 cents fully diluted) are a shadow
of 1988 earnings of $3 a share.
Rather than take decisive, affirmative action to correct
problems, we believe management has engaged in a campaign to
thwart the efforts of shareholders who suggest reforms. The
California Public Employee Retirement System repeatedly sought
to terminate and eventually won a majority of shares voted to
eliminate the management-entrenching "poison pill." But CF
exploited a technicality that required a majority of
outstanding shares, and rejected the CalPERS initiative.
Emery Bonus Plan: Prior to March 19, 1993, CF's Board adopted
an Incentive Compensation Plan for its Emery division.
According to the plan, "Every dollar of [Emery] profits from
zero to $11.3 million goes into the [bonus] pool. Thereafter,
50% of every dollar of profit goes into the pool." We believe
this information was valuable to investors. Yet the company
did not disclose this information to the SEC until May 13,
months after Board approval, and three weeks after the annual
meeting. During the period before disclosure, numerous news
accounts cite CF officials making optimistic comments about
Emery, but none that we could find describe the profit-based
bonus plan. Following disclosure to the SEC, at least one
Wall Street analyst cited the Emery bonus plan as part of his
reason for reducing his earnings forecast at the company. We
also note that the stock price fell precipitously in the days
following the May 13 disclosure, as illustrated in the chart.
In reciting these events, we do not allege or imply that
CF consciously mislead investors or charge CF officials with
improper, illegal or immoral conduct. Possibly, the company
faced no requirement to make an immediate disclosure of this
bonus plan. Nor do we assert that publication of the incentive
plan caused the stock price drop. But we believe investors
would preferred to have learned about the bonus plan sooner
rather than later. NOTE: A CHART INCLUDED IN THE MARCH 4
FILING TO BE INCLUDED HERE. This chart will be annotated as
follows: 1. May 12, the day before disclosure of bonus plan.
$18.25. 2. May 19, $15.The current annotation will be deleted.
Insider Transactions: We believe two episodes of insider
transactions also bears on the issue of board oversight.
* The company learned of possible illegal insider trading
involving former chief executive officer Lary R. Scott,
other CF employees and a securities firm. In Consolidated
Freightways Inc., vs. Lary R. Scott, filed Nov. 18, 1991,
"CF alleges that defendant ... and others have conspired
and are continuing to conspire to obtain and trade on
inside information from CF."
The alleged illegal trading took place both before and
after Scott's separation from the company in July 1990. In
1992 the court ruled that the company lacked standing.
(Specifically, the company lacked standing in federal court
because the company did not suffer "damages" in the form of
stock trading losses as a result of the alleged illegal
transactions involving Scott.) Rather than aggressively
pursuing the case in state court, the company did nothing.
Shareholder Jack Boyle, proponent of a resolution in this
proxy, asked the board on Sept. 21, 1993, to explain its
inaction. CF's board responded that it "rejected" his demand.
* CF Chairman Raymond O'Brien sold $1 million of his
company stock on Feb. 3, 6, 7, 1989, days before the
company sealed the Emery deal on Feb. 12, 1989.
DATE
EVENT
DAILY
CLOSING
STOCK
PRICE
Nov. 1988
Contacts between companies lead "in early November
1988, to substantive negotiations," but are terminated on
Nov. 6, according to merger documents
Jan 1989
Merger "discussions resumed in January," according to
merger documents. News reports cite CF and others as
potential buyers of Emery
Wed
Feb. 1,
1989
Stock trading at post-1987-stock-market-crash high.
36-3/4
Fri
Feb. 3,
1989
CF Chairman O'Brien sells 10,000 shares of CF stock @
$36.75, or $367,500
36-5/8
Mon
Feb. 6,
1989
CF Chairman O'Brien sells 10,000 shares of CF stock at
$36.75, or $367,500
36-1/2
Tues
Feb. 7,
1989
CF Chairman O'Brien sells 12,000 shares of CF stock at
$36,75, or $441,000; CF Chairman also sells 500 shares at
$36.75, or $18,375.
36-1/2
Thurs
Feb. 9,
1989
Employee shareholders buy CF stock through payroll
deduction plan.
CF Senior V.P. sells 2,615 shares at $35.63, or
$93,172.45.
35-1/2
Fri
Feb. 10,
1989
34-3/4
Sun
Feb. 12,
1989
CF President outlines plans following announcement of
acquisition: "We expect CF's stock to take a hit in the
short term."
Mon
Feb. 13,
1989
Acquisition of Emery announced; stock drops
32-7/8
March 13,
1989
One month following tender offer
30
Feb. 13,
1990
One year anniversary of Emery tender offer
19-1/8
CF Counsel claimed there was no illegal insider trading
because negotiations to acquire Emery were not active at the
time of the chairman's sales, but began "about Feb. 11"
leading to an agreement the next day. We note that to activate
merger discussions and bring them to completion in about a day
is remarkably fast, especially given the size of this deal. We
also note, however, that CF's own merger documents detail
merger discussions in the fall of 1988, and in January and
February of 1989. (CF Counsel's claim came in response to
statements made by Mr. Boyle in his shareholder proposal
submitted for inclusion in the company's proxy statement.)
Pattern of Insulation: We believe a Board more fully attuned
to shareholder interests would have more aggressively overseen
timely repairs to CF's financial posture. While CF struggled
during the last five years, peer companies such as Roadway and
Yellow posted consistent profits. A Board more fully attuned
to shareholder interests would have more diligently policed
insider trading and disclosure irregularities. Instead, the
company has repeatedly contested shareholders who sought
reform.
These events suggest a pattern of disregard for and
insulation from shareholder interests. Rather than
respond affirmatively, the Board has sought to minimize
or even impugn the motives of shareholders. To address
this insulation, the following governance reforms are
proposed.
CORPORATE GOVERNANCE PROPOSALS
1. Eliminate the Supermajority Requirement
RESOLVED: That the Board of Directors take the necessary steps
to remove the by-law requirement that 80% of the outstanding
shares must be voted to change the structure of the board.
Specifically, under Article III (Directors), Section
2(c), the phrase "at least 80%" will be replaced by the phrase
"a simple majority" and read as follows:
Any amendment, change or repeal of this Section 2 of
Article III, or any other amendment to these By-Laws that
will have the effect of permitting circumvention of or
modifying this Section 2 of Article III shall require the
favorable vote, at a stockholders' meeting, of the
holders of a simple majority of the then-outstanding
shares of stock of the Corporation entitled to vote."
CF's board structure includes staggered terms, and board
power to increase the number of board seats and appoint
directors to these seats, or to a vacant seat, without
stockholder votes. That means a director could serve nearly
three years without being approved by shareholders. A
shareholder proponent again asks CF to declassify the board as
part of this proxy. But as a practical matter, this proposal
can't be passed until the principle of majority rule is
restored.
[text block: In February, only tow months before the annual
meeeting, CF's board increased its size by one seat, and
appointed a director -- all without a shareholder vote.]
* Supermajority requirements of any kind are widely
opposed.
The bi-partisan National Conference of State
Legislatures cites simple majority corporate vote
requirements for states "that choose to consider
reforming their corporate laws."
Many major pension funds, including those holding CF stock,
believe that supermajority provisions are not in the best
interests of the shareholders.
* CF offers no specific justification for the 80%
requirement even in its 1994 preliminary proxy, other
than it protects the classified board, which the Company
contends benefits shareholders.
A small majority of 52.85% of outstanding shares
approved the package, that classified the board and
instituted the 80% requirement.
* The Investor Responsibility Research Center (IRRC)
shows consistently growing support for proposals
eliminating supermajority requirements, from 21.9% in
1986, to 41.4% in 1990 to 50% in 1992. (1992 results was
based on less than three solicitations.)
According to the Company's explanation in its 1994 proxy,
here are the rules governing this vote:
This proposal is intended to be a proposed amendment to
a provision in the Company's By-Laws. Such By-law
amendment requires the favorable vote of the holders of
at least 80% of the then-outstanding shares of voting
stock of the Company. In light of the provisions in the
Company's Certificate of Incorporation discussed below,
even if this By-law amendment is approved, the Board is
not empowered to declassify the Board, make other changes
in structure of the Board as provided for in the
Certificate of Incorporation or eliminate the 80% vote
reqwuirement, without an amendment to the Certificate of
Incorporation. Such an amendment to the Certificate of
Incorporation would require the favorable vote, at a
future shareholders' meeting, of the holders of at least
80% of the then-outstanding shares of voting stock of the
Company. In addition, under applicable provisions of
Delaware law (the Company's state of incorporation),
shareholders cannot amend the Certificate of
Incorporation unless such proposed amendment is first
approved by the Company's Board of Directors.
This explanation, which we do not dispute, suggest that it is
very difficult to make a change. We believe this difficulty is
another good reason to vote FOR this proposal.
2. Require Annual Election of All Board Directors
BE IT RESOLVED: That the stockholders of Consolidated
Freightways, Inc., (CF) urge that the Board of Directors take
the necessary steps to declassify the Board of Directors for
the purpose of director elections, which shall be done in a
manner that does not affect the unexpired terms of directors
previously elected.
The Board of CF is divided into three classes serving
staggered three-years terms. This means it would take three
annual meetings for shareholders to replace the whole board.
CF's stated purpose is to provide continuity and prevent
manipulative takeovers. But a staggered board is unnecessary
since as a Delaware company, state law provides CF with what
we consider to be ample protection from hostile bidders.
"Providing continuity" really means shareholders can't hold
all directors accountable in annual elections.
* Only 52.85% of the shareholders supported management's
classified board proposal in 1985, a slim margin we
believe reflects shareholder concern about management
entrenchment. Events itemized above have borne
this out.
* Generally, shareholders have grown hostile to
classified boards, rejecting three of the five management
proposals to classify a board in 1992, and overturning a
staggered board at Martin Marietta in 1993, according to
IRRC.
According to the Company's explanation in its 1994 proxy,
here are the rules governing this vote:
Approval of this advisory proposal requires the favorable
vote of the holders of a majority of the voting power
represented at the meeting. If approved, the proposal
would serve as a recommendation to the Board of Directors
to take the necessary steps to eliminate the classified
Board. Such steps would require the repeal of the
classified board provision in the Company's Certificate
of Incorpopration, which would require approval by the
Board of Directors and, in accordance with the terms of
the Certificate of Incorporation approved by the
Company's shareholders in 1985, the favorable vote, at a
future shareholders' meeting, of the holders of at least
80% of the then-outstanding shares of voting stock of the
Company.
3. Institute Confidential Voting
RESOLVED: That the stockholders of Consolidated Freightways,
Inc. ("Company") recommend that the Board of Directors take
the necessary steps to adopt and implement a policy of
confidential voting at all meetings of its shareholders, and
that this includes the following provisions:
1. That the voting of all proxies, consents and
authorizations be secret, and that no such document shall
be available for examination nor shall the vote or
identity of any shareholder be disclosed except to the
extent necessary to meet the legal requirements, if any,
of the company's state of incorporation; and
2. That the receipt, certification, and tabulation of
such votes shall be performed by independent election
inspectors.
Voting can only fairly reflect a voter's conviction when
the process is free of potential coercion. Secret balloting is
considered essential to such a process.
* IRRC found that a sizeable number of fund managers
surveyed faced resolicitation from company management
after they submitted their proxy.
Major institutional investors support confidential
voting, including many of the prominent funds
invested in CF.
* Many companies adopt confidential voting policies
voluntarily, including Anheuser-Busch, which
granted/acceded to a request by an employee shareholder.
Avon, Lockheed, and USX also recently adopted
confidential voting.
A simple majority of the outstanding shares is required
to approve this proposal.
For these reasons, we urge a vote FOR ALL THREE
resolutions.
REVOCATION RIGHTS
If you have already voted the proxy card you received
from the company, you can change your vote. A proxy card is
revocable at any time prior to being voted by (1) executing a
new proxy card; or (2) attending and voting at the meeting; or
(3) delivering written notice of revocation to the Company or
to the authorized agents of the employee benefit plan through
which your stock is held.
Only your latest-dated proxy card will be counted.
MANAGEMENT COMPENSATION
The committee incorporates herein the discussion of the
subject of management compensation in the Company's proxy
statement. We note that CEO Moffitt received a raise in total
compensation from $757,000 in 1992, to $1,612,000 in 1993, a
113% improvement. (In both years, total compensation includes
options, valued by Black-Scholes pricing model.) The
compensation committee explains: "The CEO'salary increase for
1993 was based on a subjective evaluation of his performance
by the Compensation Committee and competitivbe salary data
provided by the Company's executive compensation consultants."
(Emphasis added.)
ELECTION OF DIRECTORS AND APPOINTMENT OF AUDITORS
At the 1994 annual stockholders meeting, shareholders
will be asked to vote in the election for board of directors
and to appoint auditors. The committee incorporates herein the
discussion of these subjects in the Company's proxy statement.
There is no contest for Board seats. The persons named in the
attached proxy will vote for the Company's nominees for the
Board and for reappointment of the auditors unless you
instruct us otherwise.
EQUITY INCENTIVE PLAN FOR NON-EMPLOYEE DIRECTORS
The committee incorporates herein the discussion of the
equity incentive plan for non-employee directors. The persons
named in the attached proxy will vote for the plan.
PROPOSALS FOR FUTURE MEETINGS
Stockholders who wish to have their proposals considered
for inclusion in the Company's proxy statement should deliver
their proposals in writing to the Company at 3240 Hillview
Ave., Palo Alto, California, 94304, by Nov. 18, 1994.
SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL SHAREHOLDERS
Employees of the Company and its subsidiaries own over 13
percent of the Company's common stock through various employee
benefit plans. The Committee incorporates by reference the
discussion of security ownership contained in the Company's
1994 proxy statement.
VOTING RIGHTS AND USE OF THE PROXY CARD
You can vote on all the proposals by using the enclosed
green proxy card. The Committee will keep all cards it
receives confidential from the Company until the deadline for
their submission, absent a court order requiring disclosure.
If you sign and return the enclosed green card and do not
instruct the Committee how to vote, the card will be voted for
the shareholder proposals, election of the Company's nominees,
reappointment of the Arthur Anderson as auditors, and adoption
of the Equity Incentive Plan for board directors. Should any
other business come before the meeting other than that listed
above (which the Committee does not anticipate), the proxy
holders will vote your shares in their best judgement.
Only shareholders as of March 1, 1994 are entitled to
vote. The Committee incorporates by reference the additional
information about voting requirements and outstanding shares
contained in the Company's proxy statement.
SOLICITATION OF PROXIES
The CF Shareholders Committee was organized by Company
stockholders James Weaver and Jack Boyle with assistance from
the International Brotherhood of Teamsters ("IBT"). Larry
Ellison is also a member of the Committee. Messrs. Ellison and
Boyle are CF employees from California, and members of an IBT
Local. Mr. Weaver was permanently disabled by a truck accident
and will not be able to return to his job as a CF driver.
IBT is party to a national collective bargaining
agreement with several Company subsidiaries. As of December
1993, the Company reported that IBT represented about 18,000
employees of Consolidated Freightways, out of about 38,000
total CF employees. IBT has experience assisting its members
in enhancing the value of their employee benefits, including
employee stock plans.
IBT's national freight agreement expires in March 1994.
The persons designated on the Committee's proxy cards are
Weaver, Boyle, Ellison and William Patterson, executive
director of IBT's Corporate and Financial Affairs Department
and member of the Executive Committee of the Council of
Institutional Investors.
The Committee expects to solicit proxies by mail,
telephone, telecopier and personal interviews. It will ask
trustees, brokers, custodians and other nominees to forward
solicitation materials to the beneficial owners of common
stock, and they will be reimbursed for their reasonable out-
of-pocket expenses. Proxies will be solicited by Committee
members and by members and employees of IBT who do not receive
any additional compensation for such solicitations. In
addition, the Committee has engaged the services of Garland
Associates, Inc. to assist in the solicitation of proxies at
a fee of $5,000.
The cost of the solicitation will be borne solely by IBT
and while the exact cost of the solicitation is not at this
time known, it is estimated at $25,000. Total expenditures to
date, including legal expenses to oppose the Company's efforts
to exclude these proposals from the Company's proxy materials,
have been approximately $5,000. The Committee will not seek
reimbursement for the cost of its solicitations from the
Company.
* * *
VOTE FOR AN END TO THE SUPERMAJORITY REQUIREMENT
VOTE FOR AN END TO CF'S CLASSIFIED BOARD
VOTE FOR CONFIDENTIAL VOTING
CF SHAREHOLDERS COMMITTEE
c/o William Patterson
Int'l Brotherhood of Teamsters
25 Louisiana Avenue
Washington, DC 20001
Fax 202-624-6833
Telephone: 202-624-8100
800-208-3081
PROXY
color: GREEEN
PROXY MATERIAL
PROXY
CONSOLIDATED FREIGHTWAYS, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE CF SHAREHOLDERS
COMMITTEE
The undersigned appoints James Weaver, Larry Ellison, Jack
Boyle, William Patterson and each of them the proxies of the
undersigned, with full power of substitution, to vote the
stock of Consolidated Freightways, Inc., which the undersigned
may be entitled to vote at the Annual Meeting of Shareholders
to be held on Monday, April 25, 1994 at 10:00 A.M. or at any
adjournments or postponements thereof. The proxies are
authorized to vote in their discretion upon such other
business as may properly come before the meeting and any and
all adjournments or postponements thereof.
COMMITTEE RECOMMENDS A VOTE FOR ELECTION OF THE FOLLOWING
DIRECTORS AND FOR PROPOSALS 2, 3, 4, 5, AND 6.
You are encouraged to specify your choices by marking the
appropriate boxes, SEE REVERSE SIDE.
PLEASE SIGN THIS CARD ON THE REVERSE SIDE
PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE: _X_
This proxy when properly executed will be voted in the manner
directed herein. If no direction is made, this proxy will be
voted FOR the election of directors, FOR items 2,3,4,5, and 6
below.
1 ELECTION OF DIRECTORS (see reverse) PLEASE "X" ONLY ONE
BOX:
1-ROBERT ALPERT, 2-ROBERT JAUNICH II, 3-RAYMOND F.
O'BRIEN AND 4-ROBERT P. WAYMAN
___ FOR ALL NOMINEES ___ WITHHOLD ALL NOMINEES
___ PLACE AN "X" HERE TO WITHHOLD AUTHORITY TO VOTE FOR
ANY INDIVIDUAL NOMINEE AND WRITE THAT NOMINEE'S NUMBER
FROM THE LIST ABOVE ON THE LINE BELOW.
_________________________________________________________
2. APPROVAL OF EQUITY INCENTIVE PLAN FOR NON-EMPLOYEE
DIRECTORS.
___ FOR ___ AGAINST ___ ABSTAIN
3- APPOINTMENT OF ARTHUR ANDERSEN & CO. AS THE COMPANY
AUDITORS FOR THE YEAR 1994.
___ FOR ___ AGAINST ___ ABSTAIN
4. PROPOSAL TO DECLASSIFY THE BOARD.
___ FOR ___ AGAINST ___ ABSTAIN
5- PROPOSAL TO END THE 80% VOTE REQUIREMENT TO ALTER BOARD
STRUCTURE.
___ FOR ___ AGAINST ___ ABSTAIN
6. PROPOSAL TO ADOPT CONFIDENTIAL VOTING.
___ FOR ___ AGAINST ___ ABSTAIN
The proxies are hereby authorized to vote in their discretion
upon such other matters as may properly come before the
meeting and any adjournments or postponements thereof.
___________________________________________/__/__
SIGNATURE(s) DATE
_______________________________________________
NOTE: Please sign exactly as name appears hereon. Joint
owners should each sign. When signing as an attorney,
executor, administrator, trustee or guardian, please give full
title as such.
___ PLEASE "X" HERE IF YOU PLAN TO ATTEND THE MEETING AND VOTE
YOUR SHARES
PROXY
CONSOLIDATED FREIGHTWAYS, INC.
Annual Meeting April 25, 1994
THIS PROXY SOLICITED ON BEHALF OF CF SHAREHOLDERS COMMITTEE
The undersigned appoints James Weaver, Larry Ellison, Jack
Boyle, William Patterson and each of them, the proxies of the
undersigned, with full power of substitution, to vote the
stock of Consolidated Freightways, Inc., which the undersigned
may be entitled to vote at the Annual Meeting of Shareholders
to be held on Monday, April 25, 1994 at 10:00 A.M. or at any
adjournments or postponements thereof. The proxies are
authorized to vote in their discretion upon such other
business as may properly come before the meeting and any and
all adjournments or postponements thereof.
Proxy voting instructions:
_X_ Please mark your votes as in this example.
This proxy when properly executed will be voted in the manner
directed herein. If no direction is made, this proxy will be
voted for the election of directors and for Proposals 2, 3, 4,
5, and 6.
The Committee recommends a vote for the election of directors
and for proposals 2, 3, 4, 5 and 6.
1. Election of Class III Directors for a three year term.
___ For ___ Withheld
Nominees: Robert Alpert, Robert Jaunich II, Raymond F.
O'Brien and Robert P. Wayman
___ Vote for all nominees listed above; except vote
withheld from the following nominee(s):
___________________________________________________________
____________________________________________________________
___ Vote withheld from all nominees.
2. Approve Equity Incentive Plan for Non-Employee Directors.
___ For ___ Against ___ Abstain
3. Appointment of Arthur Andersen & Co. as the Company
auditors for the year 1994.
___ For ___ Against ___ Abstain
4. Proposal to declassify the board.
___ For ___ Against ___ Abstain
5. Proposal to end the 80% vote requirement to alter board
structure.
___ For ___ Against ___ Abstain
6. Proposal to adopt confidential voting.
___ For ___ Against ___ Abstain
__________________________________________________
NAME(S) IN WHICH STOCK IS HELD (please print)*
__________________________________________________
ADDRESS*
__________________________________________________
__________________________________________________
ACCOUNT #* TELEPHONE #*
__________________________________________________
SOCIAL SECURITY #*
The information requested above and marked with an * is
voluntary and is not required to be provided in order for the
named proxies to cast the shareholders vote.
SIGNATURE____________________________________
DATE:___________
SIGNATURE IF JOINTLY HELD _____________________
DATE:______________
If the securities are jointly owned, each should sign. Please
sign exactly as name appears hereon. When signing as an
attorney, executor, administrator, trustee or guardian, please
give full title as such.
___ Check this box if you wish to attend and vote at the
meeting.
