-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BqueQTEjgUKl/gSV4JYZmVFusFhl59ban1M7ZvsLvT/FwPnnHoWfzNlrZpr3eXAj iz4shxI6LYfu4pdaPJOXGQ== 0000023675-96-000008.txt : 19960701 0000023675-96-000008.hdr.sgml : 19960701 ACCESSION NUMBER: 0000023675-96-000008 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960628 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: 96587440 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, 1995 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 1-5046 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 27, 1996 /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, 1995 AND 1994 TOGETHER WITH AUDITORS' REPORT CONSOLIDATED FREIGHTWAYS, INC. THRIFT AND STOCK PLAN INDEX TO FINANCIAL STATEMENTS AND SCHEDULES AS OF DECEMBER 31, 1995 AND 1994 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS FINANCIAL STATEMENTS: Statement of Net Assets Available for Plan Benefits with Fund Information as of December 31, 1995 Statement of Net Assets Available for Plan Benefits with Fund Information as of December 31, 1994 Statement of Changes in Net Assets Available for Plan Benefits with Fund Information for the Year Ended December 31, 1995 NOTES TO FINANCIAL STATEMENTS AND SCHEDULES SUPPLEMENTAL SCHEDULES: Schedule I:Item 27a - Schedule of Assets Held for Investment Purpo ses as of December 31, 1995 Schedule II:Item 27d - Schedule of Reportable Transactions for the Year Ended December 31, 1995 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Compensation 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, 1995 and 1994, and the related statement of changes in net assets available for plan benefits with fund information for the year ended December 31, 1995. These financial statements and the 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, 1995 and 1994, and the changes in its net assets available for plan benefits for the year ended December 31, 1995, in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes and reportable transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by Department of Labor Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The Fund Information in the statements 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 20, 1996 CONSOLIDATED FREIGHTWAYS, INC. THRIFT AND STOCK PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION AS OF DECEMBER 31, 1995
Participant Directed Growth New Income Equity Science and International Equity Stock Fund Fund Income Fund Technology Stock Fund Index Fund Trust ASSETS: Investments, at fair value- Mutual Funds $70,271,798 $26,907,453 $62,913,764 $51,057,218 $15,341,296 $ - Common Trust Funds - - - - - 1,872,055 Participant Loans - - - - - - Corporate Equity - - - - - - ----------- ----------- ----------- ----------- ----------- ---------- Total investments 70,271,798 26,907,453 62,913,764 51,057,218 15,341,296 1,872,055 Contributions receivable- Participants 357,010 145,496 279,897 355,133 132,720 33,398 Company - - - - - - ----------- ----------- ----------- ----------- ----------- ---------- Total contributions receivable 357,010 145,496 279,897 355,133 132,720 33,398 Due from Preferred Stock Fund- Unallocated - - - - - - Dividend receivable - - - - - - Cash - - - - - - ----------- ----------- ----------- ----------- ----------- ---------- Total assets 70,628,808 27,052,949 63,193,661 51,412,351 15,474,016 1,905,453 ----------- ----------- ----------- ----------- ----------- ---------- LIABILITIES: Notes payable - - - - - - Accrued interest payable - - - - - - Due to Preferred Stock Fund- Allocated - - - - - - Due to Company - - - - - - ----------- ----------- ----------- ----------- ----------- ---------- Total liabilities - - - - - - ----------- ----------- ----------- ----------- ----------- ---------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $70,628,808 $27,052,949 $63,193,661 $51,412,351 $15,474,016 $1,905,453 =========== =========== =========== =========== =========== ========== The accompanying notes are an integral part of this statement.
CONSOLIDATED FREIGHTWAYS, INC. THRIFT AND STOCK PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION AS OF DECEMBER 31, 1995 Participant Directed Bond U.S. Treasury Retirement Retirement Retirement CF Common Index Money Market Strategy Strategy Trust- Strategy Trust- Stock Trust Trust Trust- Conservative Income Plus Fund Balanced Growth ASSETS: Investments, at fair value- Mutual Funds $ - $ - $ - $ - $ - $ - Common Trust Funds 510,721 50,927,186 7,338,683 1,836,594 508,047 - Participant Loans - - - - - - Corporate Equity - - - - - 7,422,576 -------- ----------- ---------- ---------- -------- ---------- Total investments 510,721 50,927,186 7,338,683 1,836,594 508,047 7,422,576 Contributions receivable- Participants 10,469 254,711 87,121 28,783 16,982 46,176 Company - - - - - - -------- ----------- ---------- ---------- -------- ---------- Total contributions receivable 10,469 254,711 87,121 28,783 16,982 46,176 Due from Preferred Stock Fund- Unallocated - - - - - - Dividend receivable - - - - - - Cash - - - - - - -------- ----------- ---------- ---------- -------- ---------- Total assets 521,190 51,181,897 7,425,804 1,865,377 525,029 7,468,752 -------- ----------- ---------- ---------- -------- ---------- LIABILITIES: Notes payable - - - - - - Accrued interest payable - - - - - - Due to Preferred Stock Fund- Allocated - - - - - - Due to Company - - - - - - -------- ----------- ---------- ---------- -------- ---------- Total liabilities - - - - - - -------- ----------- ---------- ---------- -------- ---------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $521,190 $51,181,897 $7,425,804 $1,865,377 $525,029 $7,468,752 ======== =========== ========== ========== ======== ==========
CONSOLIDATED FREIGHTWAYS, INC. THRIFT AND STOCK PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION AS OF DECEMBER 31, 1995 Nonparticipant Directed Loan Fund ESOP CF Common Preferred Preferred Total Common Stock Fund Stock Fund- Stock Fund- Stock Fund Allocated Unallocated ASSETS: Investments, at fair value- Mutual Funds $ - $ - $ - $ - $ - $226,491,529 Common Trust Funds - - - - - 62,993,286 Participant Loans 19,948,131 - - - - 19,948,131 Corporate Equity - 13,459,767 19,043,615 33,215,905 134,086,017 207,227,880 ----------- ----------- ----------- ----------- ------------ ------------ Total investments 19,948,131 13,459,767 19,043,615 33,215,905 134,086,017 516,660,826 Contributions receivable- Participants - - - - - 1,747,896 Company - - 1,502,222 - 218,966 1,721,188 ----------- ----------- ----------- ----------- ------------ ------------ Total contributions receivable - - 1,502,222 - 218,966 3,469,084 Due from Preferred Stock Fund- Unallocated - - - 2,189,540 - 2,189,540 Dividend receivable - - - - 6,194,442 6,194,442 Cash - - 46,383 - - 46,383 ----------- ----------- ----------- ----------- ------------ ------------ Total assets 19,948,131 13,459,767 20,592,220 35,405,445 140,499,425 528,560,275 ----------- ----------- ----------- ----------- ------------ ------------ LIABILITIES: Notes payable - - - - 149,000,000 149,000,000 Accrued interest payable - - - - 6,413,408 6,413,408 Due to Preferred Stock Fund- Allocated - - - - 2,189,540 2,189,540 Due to Company - - - - 9,863 9,863 ----------- ----------- ----------- ----------- ------------ ------------ Total liabilities - - - - 157,612,811 157,612,811 ----------- ----------- ----------- ----------- ------------ ------------ NET ASSETS AVAILABLE FOR PLAN BENEFITS $19,948,131 $13,459,767 $20,592,220 $35,405,445 ($17,113,386) $370,947,464 =========== =========== =========== =========== ============ ============
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 Equity Science and International Equity Stock Fund Fund Income Fund Technology Stock Fund Index Fund Trust ASSETS: Investments, at fair value Mutual Funds $49,111,905 $22,327,621 $43,087,830 $24,419,502 $13,474,847 $ - Common Trust Fund - - - - - 182,711 Participant Loans - - - - - - Corporate Equity - - - - - - ----------- ----------- ----------- ----------- ----------- -------- Total investments 49,111,905 22,327,621 43,087,830 24,419,502 13,474,847 182,711 Contributions receivable- Participants 303,834 128,294 235,531 183,161 128,277 5,454 Company - - - - - - ----------- ----------- ----------- ----------- ----------- -------- Total contributions receivable 303,834 128,294 235,531 183,161 128,277 5,454 Due from Preferred Stock Fund- Unallocated - - - - - - Dividend receivable - - - - - - ----------- ----------- ----------- ----------- ----------- -------- Total assets 49,415,739 22,455,915 43,323,361 24,602,663 13,603,124 188,165 ----------- ----------- ----------- ----------- ----------- -------- LIABILITIES: Notes payable - - - - - - Accrued interest payable - - - - - - Due to Preferred Stock Fund- Allocated - - - - - - Due to Company - - - - - - ----------- ----------- ----------- ----------- ----------- -------- Total liabilities - - - - - - ----------- ----------- ----------- ----------- ----------- -------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $49,415,739 $22,455,915 $43,323,361 $24,602,663 $13,603,124 $188,165 =========== =========== =========== =========== =========== ======== The accompanying notes are an integral part of this statement.
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 Bond U.S. Treasury Retirement Retirement Retirement CF Common Index Money Market Strategy Strategy Strategy Stock Fund Trust Trust Trust- Trust- Trust- Balanced Conservative Income Growth Plus ASSETS: Investments, at fair value Mutual Funds $ - $ - $ - $ - $ - $ - Common Trust Fund 108,866 46,579,859 3,951,568 530,684 63,180 - Participant Loans - - - - - - Corporate Equity - - - - - 3,109,649 -------- ----------- ---------- -------- ------- ---------- Total investments 108,866 46,579,859 3,951,568 530,684 63,180 3,109,649 Contributions receivable- Participants 3,313 271,096 59,908 13,570 3,519 22,257 Company - - - - - - -------- ----------- ---------- -------- ------- ---------- Total contributions receivable 3,313 271,096 59,908 13,570 3,519 22,257 Due from Preferred Stock Fund- Unallocated - - - - - - Dividend receivable - - - - - - -------- ----------- ---------- -------- ------- ---------- Total assets 112,179 46,850,955 4,011,476 544,254 66,699 3,131,906 -------- ----------- ---------- -------- ------- ---------- LIABILITIES: Notes payable - - - - - - Accrued interest payable - - - - - - Due to Preferred Stock Fund- Allocated - - - - - - Due to Company - - - - - - -------- ----------- ---------- -------- ------- ---------- Total liabilities - - - - - - -------- ----------- ---------- -------- ------- ---------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $112,179 $46,850,955 $4,011,476 $544,254 $66,699 $3,131,906 ======== =========== ========== ======== ======= ==========
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 Loan Fund ESOP CF Common Preferred Preferred Total Common Stock Fund Stock Fund- Stock Fund- Stock Fund Allocated Unallocated ASSETS: Investments, at fair value Mutual Funds $ - $ - $ - $ - $ - $152,421,705 Common Trust Fund - - - - - 51,416,868 Participant Loans 15,970,710 - - - - 15,970,710 Corporate Equity - 11,938,880 11,692,343 23,814,188 122,619,535 173,174,595 ----------- ----------- ----------- ----------- ------------ ------------ Total investments 15,970,710 11,938,880 11,692,343 23,814,188 122,619,535 392,983,878 Contributions receivable- Participants - - - - - 1,358,214 Company - - 1,344,238 - 238,757 1,582,995 ----------- ----------- ----------- ----------- ------------ ------------ Total contributions receivable - - 1,344,238 - 238,757 2,941,209 Due from Preferred Stock Fund- Unallocated - - - 1,973,826 - 1,973,826 Dividend receivable - - - - 6,215,743 6,215,743 ----------- ----------- ----------- ----------- ------------ ------------ Total assets 15,970,710 11,938,880 13,036,581 25,788,014 129,074,035 404,114,656 ----------- ----------- ----------- ----------- ------------ ------------ LIABILITIES: Notes payable - - - - 150,000,000 150,000,000 Accrued interest payable - - - - 6,454,500 6,454,500 Due to Preferred Stock Fund- Allocated - - - - 1,973,826 1,973,826 Due to Company - - - - 9,863 9,863 ----------- ----------- ----------- ----------- ------------ ------------ Total liabilities - - - - 158,438,189 158,438,189 ----------- ----------- ----------- ----------- ------------ ------------ NET ASSETS AVAILABLE FOR PLAN BENEFITS $15,970,710 $11,938,880 $13,036,581 $25,788,014 ($29,364,154) $245,676,467 =========== =========== =========== =========== ============ ============
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, 1995 Participant Directed Growth New Income Equity Science and International Equity Stock Fund Fund Income Fund Technology Stock Fund Index Fund Trust ADDITIONS: Participant contributions $9,777,265 $3,870,229 $7,625,086 $8,299,764 $3,792,687 $474,993 Company contributions - - - - - - Allocation of preferred shares to participants - - - - - - Dividend and interest income 3,433,050 1,680,451 3,502,296 6,798,151 459,713 - Net appreciation in fair value of investments 12,466,941 2,462,619 11,592,200 9,487,672 1,024,931 210,943 Transfers-in from other plans 19,463 969 5,967 18,036 3,187 - ----------- ----------- ------------ ----------- ----------- ---------- Total additions 25,696,719 8,014,268 22,725,549 24,603,623 5,280,518 685,936 ----------- ----------- ------------ ----------- ----------- ---------- DEDUCTIONS: Distributions to participants 2,357,328 1,107,884 2,094,273 1,419,034 543,429 45,257 Allocation of preferred shares to participants - - - - - - Interest expense - - - - - - ----------- ----------- ------------ ----------- ----------- ---------- Total deductions 2,357,328 1,107,884 2,094,273 1,419,034 543,429 45,257 ----------- ----------- ------------ ----------- ----------- ---------- Net increase prior to interfund transfers, net 23,339,391 6,906,384 20,631,276 23,184,589 4,737,089 640,679 INTERFUND TRANSFERS, net -2,126,322 -2,309,350 -760,976 3,625,099 -2,866,197 1,076,609 ----------- ----------- ------------ ----------- ----------- ---------- Net increase 21,213,069 4,597,034 19,870,300 26,809,688 1,870,892 1,717,288 NET ASSETS AVAILABLE FOR PLAN BENEFITS, ----------- ----------- ------------ ----------- ----------- ---------- December 31, 1994 49,415,739 22,455,915 43,323,361 24,602,663 13,603,124 188,165 NET ASSETS AVAILABLE FOR PLAN BENEFITS, ----------- ----------- ------------ ----------- ----------- ---------- December 31, 1995 $70,628,808 $27,052,949 $63,193,661 $51,412,351 $15,474,016 $1,905,453 =========== =========== ============ =========== =========== ========== The accompanying notes are an integral part of this statement.
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, 1995 Bond U.S. Treasury Retirement Retirement Retirement CF Common Index Money Market Strategy Strategy Strategy Stock Fund Trust Trust Trust- Trust- Trust- Balanced Conservative Income Growth Plus ADDITIONS: Participant contributions $275,527 $7,763,788 $2,398,783 $670,079 $351,288 $1,103,540 Company contributions - - - - - - Allocation of preferred shares to participants - - - - - - Dividend and interest income - 2,680,011 - - - 69,141 Net appreciation in fair value of investments 47,174 - 1,221,157 271,713 47,704 845,686 Transfers-in from other plans - 736 833 - - 520 -------- ----------- ---------- ---------- -------- ---------- Total additions 322,701 10,444,535 3,620,773 941,792 398,992 2,018,887 -------- ----------- ---------- ---------- -------- ---------- DEDUCTIONS: Distributions to participants 28,110 3,365,235 258,226 17,440 28,820 68,546 Allocation of preferred shares to participants - - - - - - Interest expense - - - - - - -------- ----------- ---------- ---------- -------- ---------- Total deductions 28,110 3,365,235 258,226 17,440 28,820 68,546 -------- ----------- ---------- ---------- -------- ---------- Net increase prior to interfund transfers, net 294,591 7,079,300 3,362,547 924,352 370,172 1,950,341 INTERFUND TRANSFERS, net 114,420 -2,748,358 51,781 396,771 88,158 2,386,505 -------- ----------- ---------- ---------- -------- ---------- Net increase 409,011 4,330,942 3,414,328 1,321,123 458,330 4,336,846 NET ASSETS AVAILABLE FOR PLAN BENEFITS, -------- ----------- ---------- ---------- -------- ---------- December 31, 1994 112,179 46,850,955 4,011,476 544,254 66,699 3,131,906 NET ASSETS AVAILABLE FOR PLAN BENEFITS, -------- ----------- ---------- ---------- -------- ---------- December 31, 1995 $521,190 $51,181,897 $7,425,804 $1,865,377 $525,029 $7,468,752 ======== =========== ========== ========== ======== ==========
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, 1995 Nonparticipant Directed Loan Fund ESOP CF Common Preferred Preferred Total Common Stock Fund Stock Fund- Stock Fund- Stock Fund Allocated Unallocated ADDITIONS: Participant contributions $ - $ - $ - $ - $ - $46,403,029 Company contributions - - 5,336,247 - 1,408,208 6,744,455 Allocation of preferred shares to participants - - - 6,200,827 - 6,200,827 Dividend and interest income 1,335,267 212,967 261,928 - 12,418,608 32,851,583 Net appreciation in fair value of investments - 2,141,609 2,602,161 4,684,491 17,451,595 66,558,596 Transfers-in from other plans - - - - - 49,711 ----------- ----------- ----------- ----------- ------------ ------------ Total additions 1,335,267 2,354,576 8,200,336 10,885,318 31,278,411 158,808,201 ----------- ----------- ----------- ----------- ------------ ------------ DEDUCTIONS: Distributions to participants 835,405 628,999 1,711,575 - - 14,509,561 Allocation of preferred shares to participants - - - - 6,200,827 6,200,827 Interest expense - - - - 12,826,816 12,826,816 ----------- ----------- ----------- ----------- ------------ ------------ Total deductions 835,405 628,999 1,711,575 - 19,027,643 33,537,204 ----------- ----------- ----------- ----------- ------------ ------------ Net increase prior to interfund transfers, net 499,862 1,725,577 6,488,761 10,885,318 12,250,768 125,270,997 INTERFUND TRANSFERS, net 3,477,559 -204,690 1,066,878 -1,267,887 - - ----------- ----------- ----------- ----------- ------------ ------------ Net increase 3,977,421 1,520,887 7,555,639 9,617,431 12,250,768 125,270,997 NET ASSETS AVAILABLE FOR PLAN BENEFITS, ----------- ----------- ----------- ----------- ------------ ------------ December 31, 1994 15,970,710 11,938,880 13,036,581 25,788,014 -29,364,154 245,676,467 NET ASSETS AVAILABLE FOR PLAN BENEFITS, ----------- ----------- ----------- ----------- ------------ ------------ December 31, 1995 $19,948,131 $13,459,767 $20,592,220 $35,405,445 ($17,113,386) $370,947,464 =========== =========== =========== =========== ============ ============
CONSOLIDATED FREIGHTWAYS, INC. THRIFT AND STOCK PLAN NOTES TO FINANCIAL STATEMENTS AND SCHEDULES AS OF DECEMBER 31, 1995 AND 1994 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 Internal Revenue Code (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 leased employee or is not a nonresident alien. Overall responsibility for administering the Plan rests with the Consolidated Freightways, Inc. Administrative Committee (the Committee) which is appointed by the Chief Executive Officer of the Company. The Administrative Committee reports directly to the Compensation Committee of the Company's Board of Directors. 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 allocations of the Company's Series B Cumulative Convertible Preferred Stock (Preferred Stock) and Consolidated Freightways, Inc. Common Stock (Common Stock) or in the form of cash. Cash dividends on Preferred Stock are used to repay the notes payable (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 $1,408,208 for the year ended December 31, 1995, as reported in the accompanying financial statements. 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. Upon reaching age 55 and having completed at least 10 years of participation in the Plan, the participant may elect once each year to transfer up to 100 percent of his assets from his ESOP Common Stock Fund, CF Common Stock Fund and Preferred Stock Fund - - Allocated to investment options other than Company stock. Allocations of the Company's matching contribution are based upon a percentage of participant contributions as described above. Allocations of net 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 earnings 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. Participant 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 percent 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 for a term not to exceed 4-1/2 years and bear interest at a rate determined by the loan committee (prime rate plus 1 percent). Loans outstanding at December 31, 1995 and 1994 bear interest at rates ranging from 8.5 percent to 11 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 Common Stock can, at the direction of the participant, be paid in shares and (2) the participants' allocation of Preferred Stock will be converted into shares of 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 using the accrual method of accounting. Financial Instruments The investments in the accompanying financial statements are stated at quoted market prices which approximate fair value as of December 31, 1995 and 1994 except for (1) participant loans outstanding which are 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. The notes payable in the accompanying financial statements are stated at their carrying value. The fair value of the notes payable as of December 31, 1995 and 1994 is approximately $166,000,000 and $145,000,000, respectively. Fair value is calculated based on the expected future payments discounted at market rates. Income Recognition The difference in market value from one period to the next is included in net appreciation in fair value of investments in the accompanying statement of changes in net assets available for plan benefits with fund information. The net appreciation 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. Purchases and sales of securities are recorded on the trade date basis. Operating Expenses During 1995, all administrative expenses of the Plan were paid by the Company. Payment of Benefits Benefits paid to participants are recorded upon distribution. Estimates Management makes estimates and assumptions when preparing the financial statements in conformity with generally accepted accounting principles. These estimates and assumptions affect the amounts reported in the accompanying financial statements and notes thereto. Actual results could differ from those estimates. 3. INVESTMENTS: The Plan allows participants to select the type of investment fund in which to invest their contributions. A description of each investment option follows: Growth Stock Fund - This fund invests primarily in common stocks of well-established growth companies whose earnings have grown faster than the rate of inflation and the economy in general. New Income Fund - This fund invests primarily in corporate bonds, bank obligations, U.S. government, and mortgage-backed securities. Equity Income Fund - This fund invests primarily in common stocks of established companies that pay above-average dividends and have prospects of future dividend increases. Science and Technology Fund - This fund invests primarily in stocks of companies that are expected to benefit from the development, advancement, and use of science and technology. International Stock Fund - This fund invests primarily in the stocks of established growth companies outside of the United States such as Europe, the Far East, Australia, Canada and other areas. Equity Index Trust - This fund invests primarily in common stocks that make up the S&P 500 Stock Index. Bond Index Trust - This fund invests primarily in U.S. and foreign government securities and corporate bonds as well as other securities. U.S. Treasury Money Market Trust - This fund invests primarily in short-term U.S. treasury obligations and repurchase agreements collateralized by U.S. Treasury obligations. Retirement Strategy Trust - Balanced - This fund invests primarily in domestic and international stocks (60 percent) and fixed income securities (40 percent). Retirement Strategy Trust - Conservative Growth - This fund invests primarily in domestic and international stocks (80 percent) and fixed income securities (20 percent). Retirement Strategy Trust - Income Plus - This fund invests primarily in fixed income securities (60 percent) and common stocks (40 percent). CF Common Stock Fund - This fund invests in the common stock of Consolidated Freightways, Inc. The Plan also includes nonparticipant directed investments which are described as follows: ESOP Common Stock Fund and CF Common Stock Fund - These funds invest in the common stock of Consolidated Freightways, Inc. Preferred Stock Fund Allocated and Preferred Stock Fund - Unallocated - These funds invest in the Series B Cumulative Convertible Preferred Stock of Consolidated Freightways, Inc. In May 1989, the Plan purchased 986,259 shares of the Company's Series B Cumulative Convertible Preferred Stock (Series B 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. Upon allocation, the shares are used to pay the Preferred Stock cash dividend on shares previously allocated to the participants with the remainder used to 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, 1995 and 1994, 201,979 and 169,546 Preferred Shares, respectively, had been allocated to participants and 752,433 and 793,202 shares, respectively, were unallocated and were pledged as collateral against the Plan Notes. 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 remaining $149,000,000 notes, $116,400,000 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 remaining $87,000,000 of the Series A TASP Notes, the terms of $32,625,000 of these notes have been modified to exclude the holder's early repurchase option. In exchange, the interest rates on the notes were enhanced by .5 percent to 9.0 percent per annum. The other $54,375,000 in Series A Notes bear interest at 8.5 percent per annum. The $62,000,000 Series B Notes bear interest at 8.6 percent 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. Principal payments on the TASP notes were $1,000,000 and $0 for the years ended December 31, 1995 and 1994, respectively. Future maturities of the notes payable to be paid from preferred cash dividends and/or additional cash contributions from the Company are as follows: Series Series A B 1996 $ 2,100,000 $ - 1997 3,100,000 - 1998 4,200,000 - 1999 5,200,000 - 2000 6,400,000 - Thereafter 66,000,000 62,000,000 ----------- ----------- $87,000,000 $62,000,000 =========== =========== 5. INCOME TAX STATUS: The Internal Revenue Service has determined and informed the Company by a letter dated December 26, 1995 that the Plan and related trust are designed in accordance with applicable sections of the Code. Therefore, the Plan administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the Code. 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. 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: 1995 1994 Net assets available for plan benefits per the financial statements $370,947,464 $245,676,467 Amounts allocated to withdrawing - (516,000) participants ------------ ------------ Net assets available for plan benefits per the Form 5500 $370,947,464 $245,160,467 ============ ============ SCHEDULE I CONSOLIDATED FREIGHTWAYS, INC. THRIFT AND STOCK PLAN EIN 94-1444798 PLAN NUMBER 003 ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF DECEMBER 31, 1995 Identity of Issue Description of Investment Borrower, Lessor Including Maturity Date, Rate Current Similar of Interest, Collateral, Par Cost Value Party or Maturity Value Mutual Funds: *T. Rowe Price Growth Stock Fund (3,009,498.829 shares) $58,173,629 $70,271,798 *T. Rowe Price New Income Fund (2,899,509.982 shares) 25,596,054 26,907,453 *T. Rowe Price Equity Income Fund (3,144,116.146 shares) 50,741,506 62,913,764 *T. Rowe Price Science and Technology Fund (1,753,338.535 shares) 41,551,501 51,057,218 *T. Rowe Price International Stock Fund (1,254,398.659 shares) 14,626,954 15,341,296 Common Trust Funds: *T. Rowe Price Equity Index Trust (123,813.141 shares) 1,677,325 1,872,055 *T. Rowe Price Bond Index Trust (40,662.516 471,312 510,721 shares) *T. Rowe Price U.S. Treasury Money Market Trust (50,927,186.330 50,927,186 50,927,186 shares) *T. Rowe Price Retirement Strategy Trust-Balanced 6,226,768 7,338,683 (584,755.645 shares) *T. Rowe Price Retirement Strategy Trust-Conservative Growth (146,342.154 shares) 1,598,880 1,836,594 *T. Rowe Price Retirement Strategy Trust-Income Plus 468,028 508,047 (42,728.960 shares) Participant Loans: *Plan Participants Participant loans with interest from 8.5% to 11% and maturity dates from 19,948,131 19,948,131 1/96 to 7/00 Corporate Equity: *Consolidated Common stock (1,506,639.908 33,638,187 39,925,958 Freightways, shares) Inc. *Consolidated Preferred stock Freightways, (954,412.397 shares) 142,908,771 167,301,922 Inc. ------------ ------------ $448,554,232 $516,660,826 ============ ============ *Represents a party-in-interest as of December 31, 1995. Note: Cost is calculated using the moving average method. The accompanying notes are an integral part of this schedule.
SCHEDULE II CONSOLIDATED FREIGHTWAYS, INC. THRIFT AND STOCK PLAN EIN 94-1444798 PLAN NUMBER 003 ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1995 Category (iii) - Series of transactions involving securities of the same issue that in the aggregate exceed 5 percent of the net Plan assets as of the beginning of the year: Number of Identity of ------------- Purchase Selling Lease Party Description of Purchases Sales Price Price Rental Involved Asset Mutual Funds: *T. Rowe Price Growth Stock Fund 94 - $20,667,559 $ - $ - *T. Rowe Price Growth Stock Fund - 157 - 11,974,607 - *T. Rowe Price New Income Fund 86 - 7,850,478 - - *T. Rowe Price New Income Fund - 162 - 5,733,265 - *T. Rowe Price Equity Income Fund 100 - 18,032,772 - - *T. Rowe Price Equity Income Fund - 151 - 9,799,038 - *T. Rowe Price Science and Technology Fund 153 - 33,803,180 - - *T. Rowe Price Science and Technology Fund - 98 - 16,653,136 - *T. Rowe Price International Stock Fund 103 - 8,025,029 - - *T. Rowe Price International Stock Fund - 147 - 7,183,511 - Common Trust Funds: *T. Rowe Price U.S. Treasury Money Market 114 - 26,003,758 - - Trust *T. Rowe Price U.S. Treasury Money Market - 138 - 21,656,431 - Trust Corporate Equity: *Consolidated Freightways, Common Stock 179 - 14,853,238 - - Inc. *Consolidated Freightways, Common Stock - 323 - 7,257,610 - Inc.
Expense Current Value Incurred with Cost of of Asset on Net Gain Transactions Asset Transaction or Date (Loss) Mutual Funds: *T. Rowe Price Growth Stock Fund $ - $20,667,559 $20,667,559 $ - *T. Rowe Price Growth Stock Fund - 10,723,568 11,974,607 1,251,039 *T. Rowe Price New Income Fund - 7,850,478 7,850,478 - *T. Rowe Price New Income Fund - 5,698,577 5,733,265 34,688 *T. Rowe Price Equity Income Fund - 18,032,772 18,032,772 - *T. Rowe Price Equity Income Fund - 8,723,475 9,799,038 1,075,563 *T. Rowe Price Science and Technology Fund - 33,803,180 33,803,180 - *T. Rowe Price Science and Technology Fund - 13,199,845 16,653,136 3,453,291 *T. Rowe Price International Stock Fund - 8,025,029 8,025,029 - *T. Rowe Price International Stock Fund - 7,239,717 7,183,511 (56,206) Common Trust Funds: *T. Rowe Price U.S. Treasury Money Market - 26,003,758 26,003,758 - Trust *T. Rowe Price U.S. Treasury Money Market - 21,656,431 21,656,431 - Trust Corporate Equity: *Consolidated Freightways, Common Stock - 14,853,238 14,853,238 - Inc. *Consolidated Freightways, Common Stock - 6,724,605 7,257,610 533,005 Inc. *Represents a party-in-interest transaction for the year ended December 31, 1995. Note: Cost is calculated using the moving average method. The accompanying notes are an integral part of this schedule.
EX-23 2 Exhibit 23 Consent of Independent Public Accountants As independent public accountants, we hereby consent to the incorporation of our report included in this Form 11-K into Consolidated Freightways, Inc.'s previously filed Registration Statement File Nos 2-81030, 33-29793, 33-52599, 33-60619 and 33- 60625. /s/Arthur Andersen LLP Portland, Oregon June 27, 1996 -----END PRIVACY-ENHANCED MESSAGE-----