-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, HreEL7hgqhTN34sFBsWb/iiYu3WUiaeMfwQZnSVEMlhYMOuGKglCF3GNFScc89Uy v8DDjfJxJ/hQ0XNkhm4ThQ== 0000023675-95-000007.txt : 199507030000023675-95-000007.hdr.sgml : 19950703 ACCESSION NUMBER: 0000023675-95-000007 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950630 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONSOLIDATED FREIGHTWAYS INC CENTRAL INDEX KEY: 0000023675 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 941444798 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05046 FILM NUMBER: 95551236 BUSINESS ADDRESS: STREET 1: 3240 HILLVIEW AVE CITY: PALO A LTO STATE: CA ZIP: 94304 BUSINESS PHONE: 4154942900 11-K 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1994 OR ___ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from N/A to N/A COMMISSION FILE NUMBER 132-3 CONSOLIDATED FREIGHTWAYS, INC. THRIFT AND STOCK PLAN 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 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons administering the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. Consolidated Freightways, Inc. Thrift and Stock Plan June 29, 1995 /s/Eberhard G.H. Schmoller Eberhard G.H. Schmoller Senior Vice President and General Counsel CONSOLIDATED FREIGHTWAYS, INC. THRIFT AND STOCK PLAN FINANCIAL STATEMENTS AND SCHEDULES AS OF DECEMBER 31, 1994 AND 1993 TOGETHER WITH AUDITORS' REPORT Report of Independent Public Accountants To the Pension and Employee Benefits Committee of the Consolidated Freightways, Inc. Board of Directors: We have audited the accompanying statements of net assets available for plan benefits with fund information of the CONSOLIDATED FREIGHTWAYS, INC. THRIFT AND STOCK PLAN as of December 31, 1994 and 1993 and the related statement of changes in net assets available for plan benefits with fund information for the year ended December 31,1994. These financial statements and schedules referred to below are the responsibility of the Plan's administrator. Our responsibility is to express an opinion on these financial statements and schedules based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits as of December 31, 1994 and 1993 and the changes in its net assets available for plan benefits for the year ended December 31, 1994 in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules, as listed in the accompanying table of contents, are presented for purposes of additional analysis and are not a required part of the basic financial statements but are supplementary information required by Department of Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The Fund Information in the statement of net assets available for plan benefits and the statement of changes in net assets available for plan benefits is presented for purposes of additional analysis rather than to present the net assets available for plan benefits and changes in net assets available for plan benefits of each fund. The supplemental schedules and Fund Information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ Arthur Andersen LLP Portland, Oregon, June 23, 1995 CONSOLIDATED FREIGHTWAYS, INC. THRIFT AND STOCK PLAN AS OF DECEMBER 31, 1994 AND 1993 TABLE OF CONTENTS FINANCIAL STATEMENTS PAGE Statement of Net Assets Available for Plan Benefits with Fund Information as of December 31, 1994 1 Statement of Net Assets Available for Plan Benefits with Fund Information as of December 31, 1993 2 Statement of Changes in Net Assets Available for Plan Benefits with Fund Information for the Year Ended December 31, 1994 3 Notes to Financial Statements and Schedules 4 SCHEDULES I: Item 27(a) - Schedule of Assets Held for Investment Purposes as of December 31, 1994 8 II: Item 27(d) - Schedule of Reportable Transactions for the Year Ended December 31, 1994 9 PAGE 1 CONSOLIDATED FREIGHTWAYS, INC. THRIFT AND STOCK PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION AS OF DECEMBER 31, 1994
Participant Directed Growth New Income Stock Fund Fund ASSETS: Investments, at fair value $49,111,905 $22,327,621 Contribution receivable - Participants 303,834 128,294 Company 0 0 Total contribution receivable 303,834 128,294 Due from Preferred Stock Fund - Unallocated 0 0 Dividend receivable 0 0 Total assets 49,415,739 22,455,915 LIABILITIES: Notes payable 0 0 Accrued interest payable 0 0 Due to Preferred Stock Fund - Allocated 0 0 Due to Company 0 0 Total liabilities 0 0 NET ASSETS AVAILABLE FOR PLAN BENEFITS $49,415,739 $22,455,915 The accompanying notes are an integral part of these financial statements.
CONSOLIDATED FREIGHTWAYS, INC. THRIFT AND STOCK PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION AS OF DECEMBER 31, 1994
Participant Directed Science and International Equity Technology Stock Equity Index Bond Index Income Fund Fund Fund Trust Trust ASSETS: Investments, at fair value $43,087,830 $24,419,502 $13,474,847 $182,711 $108,866 Contribution receivable - Participants 235,531 183,161 128,277 5,454 3,313 Company 0 0 0 0 0 Total contribution receivable 235,531 183,161 128,277 5,454 3,313 Due from Preferred Stock Fund - Unallocated 0 0 0 0 0 Dividend receivable 0 0 0 0 0 Total assets 43,323,361 24,602,663 13,603,124 188,165 112,179 LIABILITIES: Notes payable 0 0 0 0 0 Accrued interest payable 0 0 0 0 0 Due to Preferred Stock Fund - Allocated 0 0 0 0 0 Due to Company 0 0 0 0 0 Total liabilties 0 0 0 0 0 NET ASSETS AVAILABLE FOR PLAN BENEFITS $43,323,361 $24,602,663 $13,603,124 $188,165 $112,179 The accompanying notes are an integral part of these financial statements.
CONSOLIDATED FREIGHTWAYS, INC. THRIFT AND STOCK PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION AS OF DECEMBER 31, 1994
Participant Directed Retirement U.S. Treasury Retirement Strategy Trust- Retirement Money Market Strategy Trust- Conservative Strategy Trust- CF Common Trust Balanced Growth Income Plus Stock Fund ASSETS: Investments, at fair value $46,579,859 $3,951,568 $530,684 $63,180 $3,109,649 Contribution receivable - Participants 271,096 59,908 13,570 3,519 22,257 Company 0 0 0 0 0 Total contribution receivable 271,096 59,908 13,570 3,519 22,257 Due from Preferred Stock Fund - Unallocated 0 0 0 0 0 Dividend receivable 0 0 0 0 0 Total assets 46,850,955 4,011,476 544,254 66,699 3,131,906 LIABILITIES: Notes payable 0 0 0 0 0 Accrued interest payable 0 0 0 0 0 Due to Preferred Stock Fund - Allocated 0 0 0 0 0 Due to Company 0 0 0 0 0 Total liabilties 0 0 0 0 0 NET ASSETS AVAILABLE FOR PLAN BENEFITS $46,850,955 $4,011,476 $544,254 $66,699 $3,131,906 The accompanying notes are an integral part of these financial statements.
CONSOLIDATED FREIGHTWAYS, INC. THRIFT AND STOCK PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION AS OF DECEMBER 31, 1994
Nonparticipant Directed ESOP Preferred Preferred Loan Common CF Common Stock Fund Stock Fund Fund Stock Fund Stock Fund Allocated Unallocated ASSETS: Investments, at fair value $15,970,710 $11,938,880 $11,692,343 $23,814,188 $122,619,535 Contribution receivable - Participants 0 0 0 0 0 Company 0 0 1,344,238 0 238,757 Total contribution receivable 0 0 1,344,238 0 238,757 Due from Preferred Stock Fund - Unallocated 0 0 0 1,973,826 0 Dividend receivable 0 0 0 0 6,215,743 Total assets 15,970,710 11,938,880 13,036,581 25,788,014 129,074,035 LIABILITIES: Notes payable 0 0 0 0 150,000,000 Accrued interest payable 0 0 0 0 6,454,500 Due to Preferred Stock Fund - Allocated 0 0 0 0 1,973,826 Due to Company 0 0 0 0 9,863 Total liabilties 0 0 0 0 158,438,189 NET ASSETS AVAILABLE FOR PLAN BENEFITS $15,970,710 $11,938,880 $13,036,581 $25,788,014 ($29,364,154) The accompanying notes are an integral part of these financial statements.
CONSOLIDATED FREIGHTWAYS, INC. THRIFT AND STOCK PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION AS OF DECEMBER 31, 1994 Total ASSETS: Investments, at fair value $392,983,878 Contribution receivable - Participants 1,358,214 Company 1,582,995 Total contribution receivable 2,941,209 Due from Preferred Stock Fund - Unallocated 1,973,826 Dividend receivable 6,215,743 Total assets 404,114,656 LIABILITIES: Notes payable 150,000,000 Accrued interest payable 6,454,500 Due to Preferred Stock Fund - Allocated 1,973,826 Due to Company 9,863 Total liabilities 158,438,189 NET ASSETS AVAILABLE FOR PLAN BENEFITS $245,676,467 The accompanying notes are an integral part of these financial statements. PAGE 2 CONSOLIDATED FREIGHTWAYS, INC. THRIFT AND STOCK PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION AS OF DECEMBER 31, 1993
Participant Directed Growth New Income Prime Stock Fund Fund Reserve Fund ASSETS: Investments, at fair value $43,523,437 $23,525,442 $41,351,336 Contribution receivable - Participants 132,499 69,338 123,637 Company 0 0 0 Total contribution receivable 132,499 69,338 123,637 Due from Preferred Stock Fund - Unallocated 0 0 0 Dividend receivable 0 0 0 Total assets 43,655,936 23,594,780 41,474,973 LIABILITIES: Notes payable 0 0 0 Accrued interest payable 0 0 0 Due to Preferred Stock Fund - Allocated 0 0 0 Due to Company 0 0 0 Total liabilities 0 0 0 NET ASSETS AVAILABLE FOR PLAN BENEFITS $43,655,936 $23,594,780 $41,474,973 The accompanying notes are an integral part of these statements
CONSOLIDATED FREIGHTWAYS, INC. THRIFT AND STOCK PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION AS OF DECEMBER 31, 1993
Participant Directed Nonparticipant Directed Science and International ESOP Equity Technology Balanced Stock Loan Common Income Fund Fund Fund Fund Fund Stock Fund ASSETS: Investments, at fair value $39,728,341 $16,648,047 $2,695,780 $7,040,526 $13,246,905 $13,144,694 Contribution receivable - Participants 115,513 65,403 14,743 32,590 0 0 Company 0 0 0 0 0 0 Total contribution receivable 115,513 65,403 14,743 32,590 0 0 Due from Preferred Stock Fund - Unallocated 0 0 0 0 0 0 Dividend receivable 0 0 0 0 0 0 39,843,854 16,713,450 2,710,523 7,073,116 13,246,905 13,144,694 LIABILITIES: Notes payable 0 0 0 0 0 0 Accrued interest payable 0 0 0 0 0 0 Due to Preferred Stock Fund - Allocated 0 0 0 0 0 0 Due to Company 0 0 0 0 0 0 0 0 0 0 0 0 NET ASSETS AVAILABLE FOR PLAN BENEFITS $39,843,854 $16,713,450 $2,710,523 $7,073,116 $13,246,905 $13,144,694 The accompanying notes are an integral part of these statements
CONSOLIDATED FREIGHTWAYS, INC. THRIFT AND STOCK PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION AS OF DECEMBER 31, 1993
Nonparticipant Directed Preferred Preferred CF Common Stock Fund Stock Fund Stock Fund Allocated Unallocated Total ASSETS: Investments, at fair value $8,985,113 $19,054,025 $128,278,188 $357,221,834 Contribution receivable - Participants 0 0 0 553,723 Company 1,055,210 0 248,370 1,303,580 Total contribution receivable 1,055,210 0 248,370 1,857,303 Due from Preferred Stock Fund - Unallocated 0 1,879,720 0 1,879,720 Dividend receivable 0 0 6,266,755 6,266,755 10,040,323 20,933,745 134,793,313 367,225,612 LIABILITIES: Notes payable 0 0 150,000,000 150,000,000 Accrued interest payable 0 0 6,515,125 6,515,125 Due to Preferred Stock Fund - Allocated 0 0 1,879,720 1,879,720 Due to Company 0 0 9,863 9,863 0 0 158,404,708 158,404,708 NET ASSETS AVAILABLE FOR PLAN BENEFITS $10,040,323 $20,933,745 ($23,611,395) $208,820,904 The accompanying notes are an integral part of these statements
PAGE 3 CONSOLIDATED FREIGHTWAYS, INC. THRIFT AND STOCK PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1994 Participant Directed
Growth New Income Prime Stock Fund Fund Reserve Fund NET ASSETS AVAILABLE FOR PLAN BENEFITS December 31, 1993 $43,655,936 $23,594,780 $41,474,973 ADDITIONS: Participant contributions 8,740,260 3,901,316 1,400,434 Company contributions 0 0 0 Allocation of preferred shares to participants 0 0 0 Dividend and interest income 4,366,600 1,647,983 214,797 Transfers-in from other plans 1,848 680 0 Total additions 13,108,708 5,549,979 1,615,231 DEDUCTIONS: Net (appreciation) depreciation in fair value of investments 3,978,045 2,159,919 0 Distributions to participants 1,535,278 897,554 513,205 Loan defaults 0 0 0 Allocation of preferred shares to participants 0 0 0 Interest expense 0 0 0 Total deductions 5,513,323 3,057,473 513,205 Net increase (decrease) prior to interfund transfers 7,595,385 2,492,506 1,102,026 Interfund transfers, net (1,835,582) (3,631,371) (42,576,999) Net increase (decrease) 5,759,803 (1,138,865) (41,474,973) NET ASSETS AVAILABLE FOR PLAN BENEFITS December 31, 1994 $49,415,739 $22,455,915 $0 The accompanying notes are an integral part of these financial statements.
CONSOLIDATED FREIGHTWAYS, INC. THRIFT AND STOCK PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1994 Participant Directed
Science and International Equity Technology Balanced Stock Equity Index Bond Index Income Fund Fund Fund Fund Trust Trust NET ASSETS AVAILABLE FOR PLAN BENEFITS December 31, 1993 $39,843,854 $16,713,450 $2,710,523 $7,073,116 $0 $0 ADDITIONS: Participant contributions 6,963,670 4,834,362 191,917 3,391,136 101,693 44,207 Company contributions 0 0 0 0 0 0 Allocation of preferred shares to participants 0 0 0 0 0 0 Dividend and interest income 3,489,832 332,144 0 822,324 0 0 Transfers-in from other plans 2,916 8,747 0 3,060 71 0 Total additions 10,456,418 5,175,253 191,917 4,216,520 101,764 44,207 DEDUCTIONS: Net (appreciation) depreciation in fair value of investments 1,707,580 (2,712,536) 32,806 1,113,702 2,696 (403) Distributions to participants 1,542,027 542,667 1,117 237,076 5,039 576 Loan defaults 0 0 0 0 0 0 Allocation of preferred shares 0 0 0 0 0 0 Interest expense 0 0 0 0 0 0 Total deductions 3,249,607 (2,169,869) 33,923 1,350,778 7,735 173 Net increase (decrease) prior to interfund transfers 7,206,811 7,345,122 157,994 2,865,742 94,029 44,034 Interfund transfers, net (3,727,304) 544,091 (2,868,517) 3,664,266 94,136 68,145 Net increase (decrease) 3,479,507 7,889,213 (2,710,523) 6,530,008 188,165 112,179 NET ASSETS AVAILABLE FOR PLAN BENEFITS December 31, 1994 $43,323,361 $24,602,663 $0 $13,603,124 $188,165 $112,179 The accompanying notes are an integral part of these financial statements.
CONSOLIDATED FREIGHTWAYS, INC. THRIFT AND STOCK PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1994 Participant Directed
Retirement U.S. Treasury Retirement Strategy Trust- Retirement Money Market Strategy Trust- Conservative Strategy Trust- CF Common Loan Trust Balanced Growth Income Plus Stock Fund Fund NET ASSETS AVAILABLE FOR PLAN BENEFITS December 31, 1993 $0 $0 $0 $0 $0 $13,246,905 ADDITIONS: Participant contributions 5,989,613 1,249,197 201,066 50,236 308,157 0 Company contributions 0 0 0 0 0 0 Allocation of preferred shares 0 0 0 0 0 0 Dividend and interest income 1,422,411 0 0 0 3 919,282 Transfers-in from other plans 1,616 6,370 8,536 0 516 0 Total additions 7,413,640 1,255,567 209,602 50,236 308,676 919,282 DEDUCTIONS: Net (appreciation) depreciation in fair value of investments 0 15,886 1,788 (559) (4,636) 0 Distributions to participants 1,696,362 61,730 145 223 27,970 0 Loan defaults 0 0 0 0 0 1,435,182 Allocation of preferred shares 0 0 0 0 0 0 Interest expense 0 0 0 0 0 0 Total deductions 1,696,362 77,616 1,933 (336) 23,334 1,435,182 Net increase (decrease) prior to interfund transfers 5,717,278 1,177,951 207,669 50,572 285,342 (515,900) Interfund transfers, net 41,133,677 2,833,525 336,585 16,127 2,846,564 3,239,705 Net increase (decrease) 46,850,955 4,011,476 544,254 66,699 3,131,906 2,723,805 NET ASSETS AVAILABLE FOR PLAN BENEFITS December 31, 1994 $46,850,955 $4,011,476 $544,254 $66,699 $3,131,906 $15,970,710 The accompanying notes are an integral part of these financial statements.
CONSOLIDATED FREIGHTWAYS, INC. THRIFT AND STOCK PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1994 Nonparticipant Directed
ESOP Preferred Preferred Common CF Common Stock Fund Stock Fund Stock Fund Stock Fund Allocated Unallocated Total NET ASSETS AVAILABLE FOR PLAN BENEFITS December 31, 1993 $13,144,694 $10,040,323 $20,933,745 ($23,611,395) $208,820,904 ADDITIONS: Participant contributions 0 0 0 0 37,367,264 Company contributions 0 4,132,538 0 434,343 4,566,881 Allocation of preferred shares 0 0 5,752,759 0 5,752,759 Dividend and interest income 0 0 0 12,474,657 25,690,033 Transfers-in from other plans 0 0 0 0 34,360 Total additions 0 4,132,538 5,752,759 12,909,000 73,411,297 DEDUCTIONS: Net (appreciation) depreciation in fair value of investments 655,181 740,129 0 0 7,689,598 Distributions to participants 470,545 1,237,681 0 0 8,769,195 Loan defaults 0 0 0 0 1,435,182 Allocation of preferred shares 0 0 0 5,752,759 5,752,759 Interest expense 0 0 0 12,909,000 12,909,000 Total deductions 1,125,726 1,977,810 0 18,661,759 36,555,734 Net increase (decrease) prior to interfund transfers (1,125,726) 2,154,728 5,752,759 (5,752,759) 36,855,563 Interfund transfers, net (80,088) 841,530 (898,490) 0 0 Net increase (decrease) (1,205,814) 2,996,258 4,854,269 (5,752,759) 36,855,563 NET ASSETS AVAILABLE FOR PLAN BENEFITS December 31, 1994 $11,938,880 $13,036,581 $25,788,014 ($29,364,154) $245,676,467 The accompanying notes are an integral part of these financial statements.
PAGE 4 CONSOLIDATED FREIGHTWAYS, INC. THRIFT AND STOCK PLAN NOTES TO FINANCIAL STATEMENTS AND SCHEDULES DECEMBER 31, 1994 and 1993 (1) DESCRIPTION OF PLAN The following description of the Consolidated Freightways, Inc. Thrift and Stock Plan (the Plan) is provided for general information purposes only. Participants should refer to the Employee Benefits Handbook for more complete information. General Consolidated Freightways, Inc. (the Company) established the Consolidated Freightways, Inc. Retirement Savings Plan, effective January 1, 1984, for the purpose of providing retirement benefits for the employees of the Company. The Plan has been amended several times since its inception. Effective January 1, 1988, the Company amended and restated the Retirement Savings Plan as the Thrift Plan. Effective June 30, 1988, the Thrift Plan was amended to include the former Consolidated Freightways, Inc. Employee Stock Ownership Plan (ESOP). Effective May 1, 1989, the Company amended and restated the Thrift Plan as the Thrift and Stock Plan. Effective January 1, 1991, the Thrift and Stock Plan was amended to provide for the transfer to the Plan of certain accounts of the Purolator Stock Ownership/Savings Plan and the merger of the Emery Personal Retirement Account. The restated Thrift and Stock Plan consists of a profit-sharing portion and a stock bonus portion thereby offering eligible employees the opportunity to save for their retirement and to increase their proprietary interest in the Company by accumulating Company stock. The Plan is intended to qualify as a profit sharing plan under Section 401(a) of the Code, with a salary deferral feature qualified under Section 401(k) of the Code and is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA). Employees are eligible to participate in the Plan if the participant is not covered by a collective bargaining agreement, is not a temporary or contractual employee, as defined, or is not a nonresident alien. Overall responsibility for administering the Plan rests with the Consolidated Freightways, Inc. Pension and Employee Benefits Committee (the Committee) which is appointed by the Board of Directors of the Company. The Plan's trustee, T. Rowe Price (the Trustee), is responsible for the management and control of the Plan's assets. Contributions Participants may contribute up to 15 percent of their compensation, as defined by the Plan and subject to certain limitations. The Company makes matching contributions equal to 50 percent of a participant's contribution but not exceeding 1.5 percent of the participant's compensation, as defined. Company contributions are in the form of cash or allocations of the Company's Series B Cumulative Convertible Preferred Stock (Preferred Stock) and Common Stock. Cash dividends on Preferred Stock are used to repay the notes (refer to Note 4). Participants are allocated additional Preferred Stock as a substitute for the cash dividends used for debt service. The Company will make an additional cash contribution to the Preferred Stock Fund - Unallocated when debt service requirements exceed preferred cash dividends received by the Plan. This additional Company contribution was $434,343 for the year ended December 31, 1994, as reported in the accompanying financial statements. PAGE 5 Participant Accounts The Plan allows participants to select the type of investment fund in which to invest their contributions. The Company's matching contribution cannot be directed by the participant and is deposited into the non-participant directed Preferred Stock Fund - Allocated and CF Common Stock Fund. Allocations of the Company's matching contribution are based upon participant contributions and allocations of Plan earnings are based upon participant account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participants' vested account. Vesting Participants' contributions plus earning thereon are immediately vested. The Company's matching contributions are fully vested when credited to the participants' account, which occurs quarterly beginning at the end of the quarter in which the participant completes two years of service with the Company. Loans The Plan has a loan provision allowing participants access to funds on a tax-free basis. Loans are allowed to the extent of the employee contributions and can generally be no less than $1,000 and cannot exceed the lesser of $50,000 or 50% of the employee's vested account balance. Loan transactions are treated as a transfer to (from) the various investment funds from (to) the Loan Fund. Loans can be made up to 4 1/2 years and bear interest at the prime rate plus 1 percent. Loans outstanding at December 31, 1994 and 1993 bear interest at rates ranging from 7 percent to 11.5 percent. Principal and interest are paid ratably through payroll deductions. Terminations and Withdrawals Participants can receive a total distribution from their accounts upon death or termination of employment. Disabled participants can receive a distribution of their account upon attaining early retirement age (age 55). Other types of withdrawals are permitted by the Plan in limited situations. A participant can elect to have his/her account distributed in a single lump sum or in a series of substantially equal annual installments, as defined by the Plan. Distributions will be made in cash except that (1) the participants' accounts invested in Company Common Stock can, at the direction of the participant, be paid in shares and (2) participants' allocation of Preferred Stock will be converted into shares of Company Common Stock and can, at the direction of the participant, be paid in shares or in cash. Plan Termination Although the Company has no intention of terminating the Plan, it may do so at any time by resolution of the Board of Directors. In the event that the Plan is terminated, the net assets of the Plan shall be distributed to each participant in the amount credited to his/her account. (2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting The accompanying financial statements have been prepared on the accrual method of accounting. Investments The investments in the accompanying financial statements are stated at quoted market price which approximates fair value as of December 31, 1994 and 1993 except for (1) participant loans PAGE 6 outstanding which is valued at cost which approximates fair value and (2) Preferred Stock which does not have a quoted market value but which is stated at fair value as determined by an annual independent appraisal. Income Recognition The difference in market value from one period to the next is included in net appreciation (depreciation) in fair value of investments in the accompanying statement of changes in net assets available for plan benefits with fund information. The net appreciation (deprecation) in fair value of investments also includes realized gains and losses. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Operating Expenses During 1994 and 1993, all administrative expenses of the Plan were paid by the Company. Payment of Benefits Benefits paid to participants are recorded upon distribution. Reclassifications Certain prior year amounts have been reclassified to conform with current year presentation. (3) INVESTMENTS In May 1989, the Thrift and Stock Plan purchased 986,259 shares of the Company's Series B Cumulative Convertible Preferred Stock for $150,009,863 using proceeds from the issuance of notes (Note 4). The Preferred Stock is issuable only to the Plan Trustee. The shares are held by the Trustee and allocated to participant accounts and upon allocation are used to repay the Preferred Stock cash dividend and offset the Company's matching contribution requirement. In connection with the termination of an employee's participation in the Plan, the Preferred Stock is automatically converted into Common Stock at a rate generally equal to that number of shares of Common Stock that could be purchased for $152.10, but not less than the minimum conversion rate of four shares of Common Stock for each share of Preferred Stock. At December 31, 1994 and 1993, 169,546 and 137,631 Preferred Shares, respectively, had been allocated to participants and 793,202 and 831,024 shares, respectively, were unallocated. Market and Credit Risk Substantially all of the Plan's investments are subject to both market risk and/or credit risk. The Plan's trustee reviews the risks associated with the investments and utilizes independent investment advisors for assistance. (4) NOTES PAYABLE: On July 18, 1989, the Plan completed the sale of $150,000,000 in aggregate principal amount of notes (the Plan Notes) to a group of institutional investors. The original Plan Notes consisted of $88,000,000 of Series A and $62,000,000 of Series B Notes. The proceeds from the sale of the Plan Notes were used to repay the $150,000,000 bridge loan from the Company to the Plan which had earlier been made to finance the purchase of the Preferred Stock. The Company has guaranteed repayment of the Plan Notes. Of the $150,000,000 notes, $117,000,000 are subject to earlier repurchase by the Company at the option the holders, with a yield protection penalty, in the event the Company's long-term senior unsecured indebtedness should be rated by both Moody's and Standard & Poor's as below investment grade. Of the original $88,000,000 of the Series A TASP Notes, the terms of $33,000,000 of these notes were PAGE 7 modified to exclude the holder's early repurchase option. In exchange, the interest rates on the notes were enhanced by .5% to 9.0% per annum. The remaining $55,000,000 in Series A notes bear interest at 8.5% per annum. The Series A and restructured Series A TASP notes totaling $88,000,000 are repayable in variable annual installments from January 1, 1995 to January 1, 2006. The balance of the $62,000,000 Series B notes bear interest at 8.6% per annum and are repayable in variable annual installments from January 1, 2007 to January 1, 2009. The interest expense on the Plan Notes is payable semiannually on January 1 and July 1 and is subject to adjustment in certain circumstances including some changes in applicable tax laws. (5) INCOME TAXES The Company amended and restated the Plan to conform with the Tax Reform Act of 1986. The Plan has received a favorable determination letter from the Internal Revenue Service as to the tax-exempt qualification of the Plan. Accordingly, no provision for income taxes has been made in the accompanying financial statements. The Plan sponsor believes the Plan operates in a manner consistent with that outlined in the Plan document and continues to be exempt from Federal income taxes. (6) RELATED PARTY TRANSACTIONS Certain Plan investments are shares in funds managed by T. Rowe Price. T. Rowe Price is the trustee as defined by the Plan and therefore, these investments and investment transactions qualify as party-in-interest transactions. (7) RECONCILIATION TO FORM 5500 The following is a reconciliation of net assets available for plan benefits per the financial statements to the Form 5500 as of December 31: 1994 1993 Net assets available for plan benefits per the financial statements $245,676,467 $208,820,904 Amounts allocated to withdrawing participants (516,000) 0 Net assets available for plan benefits ------------ ------------ per the Form 5500 $245,160,467 $208,820,904 The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500 for the year ended December 31, 1994: Benefits paid to participants per the financial statements $8,769,195 Add: Amounts allocated to withdrawing participants at December 31, 1994 516,000 Benefits paid to participants ---------- per the Form 5500 $9,285,195 Amounts allocated to withdrawing participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to December 31, 1994 but not yet paid as of that date. PAGE 8 CONSOLIDATED FREIGHTWAYS, INC. THRIFT AND STOCK PLAN EIN 94-1444798 PLAN NUMBER 003 ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF DECEMBER 31, 1994
(a)(b) Identity of (c) Description of Investment (d) Cost (e) Current Value Issue * Consolidated Freightways, Inc.- Common Stock $25,509,554 $26,740,872 Preferred Stock 146,362,999 146,433,723 * T.Rowe Price Equity Index Trust 181,890 182,711 * T.Rowe Price International Stock Fund 13,841,642 13,474,847 * T.Rowe Price Growth Stock Fund 48,229,638 49,111,905 * T.Rowe Price New Income Fund 23,444,153 22,327,621 * T.Rowe Price Bond Index Trust 108,480 108,866 * T.Rowe Price U.S. Treasury Money Market Trust 46,579,859 46,579,859 * T.Rowe Price Science and Technology Fund 20,948,165 24,419,502 * T.Rowe Price Equity Income Fund 41,432,210 43,087,830 * T.Rowe Price Retirement Strategy Trust-Balanced 3,960,966 3,951,568 * T.Rowe Price Retirement Strategy Trust-Income Plus 62,922 63,180 Retirement Strategy Trust-Conservative * T.Rowe Price Growth 532,635 530,684 * Participant Participant loans with interest from 7% to 11% and maturity dates from 1995 to 1999 15,970,710 $392,983,878 * Party-in-Interest
PAGE 9 CONSOLIDATED FREIGHTWAYS, INC. THRIFT AND STOCK PLAN EIN 94-1444798 PLAN NUMBER 003 ITEM 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1994
Expense Identity of Number of Purchase Selling Lease Incurred with Cost (a)Party Involved (b)Description of Asset Purchases Sales (c) Price (d) Price (e) Rental (f)Transaction (g) of Asset * T. Rowe Price International Stock Fund 241 -- $11,283,743 -- -- -- $11,283,743 * T. Rowe Price Growth Stock Fund 203 -- 17,601,827 -- -- -- 17,601,827 * T. Rowe Price New Income Fund 237 -- 7,167,880 -- -- -- 7,167,880 * T. Rowe Price Prime Reserve Fund 59 -- 3,669,861 -- -- -- 3,669,861 * T. Rowe Price U.S. Treasury Money Market 218 -- 56,297,722 -- -- -- 56,297,722 * T. Rowe Price U.S. Treasury Money Market 1 -- 39,587,926 -- -- -- 39,587,926 * T. Rowe Price Science and Technology Fund 204 -- 12,636,102 -- -- -- 12,636,102 * T. Rowe Price Equity Income Fund 213 -- 13,892,892 -- -- -- 13,892,892 * CF, Inc. Common Stock 212 -- 8,216,202 -- -- -- 8,216,202 * T. Rowe Price International Stock Fund -- 204 -- 3,735,721 -- -- 3,564,449 * T. Rowe Price Growth Stock Fund -- 224 -- 8,035,311 -- -- 7,291,467 * T. Rowe Price New Income Fund -- 241 -- 6,205,780 -- -- 6,310,316 * T. Rowe Price Prime Reserve Fund -- 64 -- 45,021,197 -- -- 45,021,197 * T. Rowe Price Prime Reserve Fund -- 1 -- 39,587,926 -- -- 45,021,197 * T. Rowe Price U.S. Treasury Money Market -- 210 -- 9,717,863 -- -- 9,717,863 * T. Rowe Price Science and Technology Fund -- 223 -- 7,577,177 -- -- 7,462,607 * T. Rowe Price Equity Income Fund -- 225 -- 8,825,821 -- -- 8,196,585 * CF, Inc. Common Stock -- 283 -- 2,219,082 -- -- 2,113,743 * Party-in-Interest
CONSOLIDATED FREIGHTWAYS, INC. THRIFT AND STOCK PLAN EIN 94-1444798 PLAN NUMBER 003 ITEM 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1994 Current Value of Asset on Net Gain (h)Transaction Date (i) or (Loss) * T. Rowe Price International Stock Fund $11,283,743 -- * T. Rowe Price Growth Stock Fund 17,601,827 -- * T. Rowe Price New Income Fund 7,167,880 -- * T. Rowe Price Prime Reserve Fund 3,669,861 -- * T. Rowe Price U.S. Treasury Money Market 56,297,722 -- * T. Rowe Price U.S. Treasury Money Market 39,587,926 -- * T. Rowe Price Science and Technology Fund 12,636,102 -- * T. Rowe Price Equity Income Fund 13,892,892 -- * CF, Inc. Common Stock 8,216,202 -- * T. Rowe Price International Stock Fund 3,735,721 171,272 * T. Rowe Price Growth Stock Fund 8,035,311 743,844 * T. Rowe Price New Income Fund 6,205,780 (104,536) * T. Rowe Price Prime Reserve Fund 45,021,197 -- * T. Rowe Price Prime Reserve Fund 39,587,926 -- * T. Rowe Price U.S. Treasury Money Market 9,717,863 -- * T. Rowe Price Science and Technology Fund 7,577,177 114,570 * T. Rowe Price Equity Income Fund 8,825,821 629,236 * CF, Inc. Common Stock 2,219,082 105,339 * Party-in-Interest EX-23 2 EXHIBIT 23 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our reports included in this Form 11-K, into the Consolidated Freightways, Inc.'s previously filed Registration Statement Nos. 33-29793, 2-81030, 33-60619, 33-60625, 33-60629 and 33-52599. /s/Arthur Andersen LLP Portland, Oregon, June 29, 1995 -----END PRIVACY-ENHANCED MESSAGE-----