INDEPENDENT SHAREHOLDER SOLICITATION
Re: CONSOLIDATED FREIGHTWAYS
ANNUAL MEETING: APRIL 25, 1994
Dear Consolidated Freightways Shareholder,
Five final notes:
1. CF Significantly Underperforms the S&P 500 and its Peer
Group
GRAPH FROM COMPANY PROXY
2. The Issue: Management's Lack of Accountability
Here are CF's anti-takeover provisions that insulate
management
from accountability.
CF's anti-takeover protections:
* Classified Board
* 80% supermajority voting requirment to change board
structure
* blank check preferred stock authorization
* restrictions on shareholders right to call a special
meeting
3. What's Missing in CF's Proxy
If you support a confidential voting policy for CF, the
only way to register your support
is to vote the green card. The company's ballot doesn't
address this issue except as "other
business." CF management opposes confidential voting, and
will vote your proxy accordingly.
4. Also Missing in CF's Proxy
New tax law eliminates the deduction for executive pay
exceeding $1 million unless
shareholders vote to approve a pay-for-performance test.
Last year, CF paid CEO Don Moffitt
$1.6 million. This 113% raise comes though the company has
yet to reinstitute the dividend. CF
is not placing a pay-for-performance test on the ballot.
Not only does this decision bear on the company's tax
liability, we believe it reflects
reluctance to entertain shareholder input.
There's still time to vote.
Only your latest dated proxy counts. That means,
If you mailed in a proxy but want to change your
vote, you can by using the
enclosed green proxy card. If you already voted
the Company's white card but
want to support confidential voting, you can by
using the enclosed green card.
VOTE TO MAKE CF ACCOUNTABLE TO ALL SHAREHOLDERS
Vote FOR an end to the staggered board
Vote FOR an end to the 80% supermajority requirement
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
