8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

CONSOLIDATED FREIGHTWAYS CORPORATION

Commission File Number 1-12149

Incorporated in the State of Delaware

I.R.S. Employer Identification No. 77-0425334

805 Broadway, Suite 205

Vancouver, WA 98660

Telephone Number (360) 448-4000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

Item 8.01. Other Events.

On September 3, 2002, Consolidated Freightways Corporation (the “Company”), Consolidated Freightways Corporation of Delaware, Redwood Systems, Inc., Leland James Service Corporation, CF Airfreight Corporation and CF MovesU.com Incorporated (collectively, the “CF Debtors”) filed their voluntary petitions for relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”). On February 3, 2003, CFCD 2002 LLC, CFCD 2002A LLC, CFCD 2002 Member LLC and CFCD 2002A Member LLC (collectively, the “LLC Debtors” and together with the CF Debtors, the “Debtors”) filed their voluntary petitions for relief under the Bankruptcy Code. The Debtors’ chapter 11 cases are pending in the United States Bankruptcy Court for the Central District of California, Riverside Division (jointly administered under Case No. RS 02-24284 MG).

Based on guidance provided in Exchange Act Release 9660 (June 30, 1972) and Staff Legal Bulletin Number 2 (April 16, 1997), and based upon informal communications with the staff of the U.S. Securities and Exchange Commission, the Company is modifying the form of its periodic reporting under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Specifically, in lieu of filing Forms 10Q and 10K pursuant to the Exchange Act, the Company will file under cover of Form 8K certain financial information included in monthly operating statements submitted by the Debtors to the Office of the United States Trustee for the Central District of California in connection with their chapter 11 cases pursuant to the Federal Rules of Bankruptcy Procedure and the requirements of the Office of the United States Trustee for the Central District of California.

THIS REPORT ON FORM 8K CONTAINS FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION THAT HAVE NOT BEEN AUDITED OR REVIEWED BY INDEPENDENT ACCOUNTANTS, ARE NOT PRESENTED IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES, AND MAY BE SUBJECT TO FUTURE RECONCILIATION AND ADJUSTMENTS. THE FINANCIAL INFORMATION INCLUDED HEREIN IS, ACCORDINGLY, ONLY REPRESENTATIVE OF THE FILING COMPANIES LISTED ABOVE. FURTHER, SUCH FINANCIAL STATEMENTS AND INFORMATION REFLECT ONLY THE OPERATIONS OF THE DEBTORS, AND THEREFORE DO NOT CONSTITUTE OR REFLECT CONSOLIDATED FINANCIAL DATA FOR THE COMPANY.

The financial statements are included as Exhibit 99.1.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Consolidated Freightways Corporation
	(Registrant)
September 28, 2004	/s/ Kerry K. Morgan
	Kerry K. Morgan
	Vice President and Treasurer

EX-99.1

Exhibit 99.1

Consolidated Freightways Corporation

Consolidating Income Statements

For the Month Ended June 30, 2004

(Unaudited)

	Consolidated Freightways Corporation of Delaware			Consolidated Freightways Corporation		CF AirFreight Corporation			Leland James Service Corporation		Redwood Systems Inc.		CF MovesU Inc.		CFCD 2002 LLC			CFCD 2002 Member LLC		CFCD 2002A LLC			CFCD 2002A Member LLC		Total
Revenue - Customers	$	—		$	—	$	—		$	—	$	—	$	—	$	—		$	—	$	—		$	—	$	—
Revenue - Affiliates		—			—		—			—		—		—		—			—		—			—		—
Total Revenue		—			—		—			—		—		—		—			—		—			—		—
Operating Expenses		211,937			—		—			—		—		—		17,203			—		—			—		229,140
Salaries, Wages, and Benefits (a)		20,066,751			—		—			—		—		—		—			—		—			—		20,066,751
Purchased Transportation		—			—		12,023			—		—		—		—			—		—			—		12,023
Operating Taxes and Licensing		(25,172	)		—		—			—		—		—		86,550			—		—			—		61,378
Claims and Insurance		26,375			—		—			—		—		—		5,059			—		1,735			—		33,169
Rents		(184,933	)		—		—			—		—		—		—			—		—			—		(184,933	)
Other G&A Expense		869,938			—		(1,076	)		—		—		—		224			—		—			—		869,086
(Gain)/Loss on Sale of Assets		(1,105,269	)		—		—			—		—		—		(8,846,503	)		—		—			—		(9,951,772	)
Total Operating Expenses		19,859,627			—		10,947			—		—		—		(8,737,467	)		—		1,735			—		11,134,842
Operating Income (Loss)		(19,859,627	)		—		(10,947	)		—		—		—		8,737,467			—		(1,735	)		—		(11,134,842	)
Temporary Investment Interest		49,000			—		—			—		—		—		43,527			—		9,193			—		101,720
Other Interest Income		59,376			—		—			—		—		—		—			—		—			—		59,376
Interest Income		108,376			—		—			—		—		—		43,527			—		9,193			—		161,096
Other Miscellaneous, Net (b)		9,262,515			—		—			—		—		—		—			—		—			—		9,262,515
Income (Loss) Before Taxes		(10,488,736	)		—		(10,947	)		—		—		—		8,780,994			—		7,458			—		(1,711,231	)
Income Taxes		—			—		—			—		—		—		—			—		—			—		—
Net Income (Loss)	$	(10,488,736	)	$	—	$	(10,947	)	$	—	$	—	$	—	$	8,780,994		$	—	$	7,458		$	—	$	(1,711,231	)

(a) Includes a $19.5 million charge related to settlement of withdrawal liabilities associated with various union pension funds to which the Company made contributions to on behalf of its former employees.

(b) As of September 3, 2002, the date that CF declared bankruptcy, Consolidated Freightways Corporation of Delaware (CFCD) owed CF Risk Management (CFRM), an affiliated captive insurance company, $8.7 million for unpaid insurance premiums and $0.6 million for accrued interest. Due to CFCD’s bankruptcy, it was unable to pay these obligations. Pursuant to Article IV of the Debtors’ Chapter 11 Plan, CFRM (as a holder of a Non-Debtor Affiliate Claim) will not receive any distribution of cash or other property on account of the above liabilities owed to it by CFCD. Instead, such claims will be deemed rejected and the debt cancelled under the plan. Accordingly, to reflect the economic reality of the situation, CFCD and CFRM recorded the cancellation and write-off of the combined $9.3 million intercompany payable and receivable in June 2004 business.