-----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, hc8l6mLxraVRpNLTBrfGD7IXV0Yg/1aUncTYO5gvnswt10mze4XjbXRzKQOOdeGu N3BrcFScsaevF53H+u5k0w== 0000950131-94-000426.txt : 19940330 0000950131-94-000426.hdr.sgml : 19940330 ACCESSION NUMBER: 0000950131-94-000426 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940329 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONSOLIDATED FREIGHTWAYS INC CENTRAL INDEX KEY: 0000023675 STANDARD INDUSTRIAL CLASSIFICATION: 4213 IRS NUMBER: 941444798 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 34 SEC FILE NUMBER: 001-05046 FILM NUMBER: 94518699 BUSINESS ADDRESS: STREET 1: 3240 HILLVIEW AVE CITY: PALO A LTO STATE: CA ZIP: 94304 BUSINESS PHONE: 4154942900 DEFA14A 1 DEFINITIVE PROXY SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [_] Check the appropriate box: [_] Preliminary Proxy Statement [_] Definitive Proxy Statement [X] Definitive Additional Materials [_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12 CONSOLIDATED FREIGHTWAYS, INC. (Name of Registrant as Specified In Its Charter) CONSOLIDATED FREIGHTWAYS, INC. (Name of Person(s) Filing Proxy Statement) Payment of Filing Fee (check the appropriate box): [_] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2). [_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a- 6(i)(3). [_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11:* (4) Proposed maximum aggregate value of transaction: - -------- *Set forth the amount on which the filing fee is calculated and state how it was determined. [_] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount previously paid: (2) Form, Schedule or Registration No.: (3) Filing Party: (4) Date Filed: [M. Boonstoppel Letterhead] March 29, 1994 Dear Shareholder: Our Annual Meeting, scheduled for April 25, 1994, is only a few weeks away. If you have not had a chance to vote your proxy, I urge you to sign, date and return the enclosed WHITE proxy card in the envelope provided. The Board of Directors recommends a vote FOR Items 1, 2 and 3 and AGAINST 4 and 5. The proposals to be considered at the Meeting are described in the proxy statement dated March 18, 1994, which was previously sent to all shareholders. If you did not receive the proxy statement, would like another copy, or have any questions about the Annual Meeting, please feel free to call our proxy solicitor, Georgeson & Company Inc., toll-free at 1-800-223-2064. Thank you for your consideration and support. Sincerely, Maryla R. Boonstoppel Vice President and Secretary - -------------------------------------------------------------------------------- If your shares of Common Stock are held in the name of a bank or brokerage firm, only that firm can execute a proxy card on your behalf. Please contact the person responsible for your account and give instructions for a proxy card to be voted FOR Items 1, 2 and 3 and AGAINST Items 4 and 5. If you have questions or need assistance in voting your shares, please contact the firm assisting us in the solicitation of proxies: GEORGESON & COMPANY INC. WALL STREET PLAZA NEW YORK, NEW YORK 10005 TOLL FREE: 1-800-223-2064 COLLECT IN NEW YORK: 212-509-6240 - ------------------------------------------------------------------------------- CONSOLIDATED FREIGHTWAYS, INC. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF CONSOLIDATED FREIGHTWAYS, INC. The undersigned appoints E.F. CHEIT, G.R. EVANS, R.E. POELMAN 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 enti- tled 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 postpone- ments thereof. Election of four Class III directors for a three-year term. Nominees: Robert Alpert Robert Jaunich II Raymond F. O'Brien Robert P. Wayman P R O X Y YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES, SEE REVERSE SIDE, BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. PLEASE SIGN THIS CARD ON THE REVERSE SIDE Please mark your votes as in this example. 5153 ---- 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 AND 3 BELOW AND AGAINST ITEMS 4 AND 5 BELOW. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF DIRECTORS AND FOR ITEMS 2 AND 3 BELOW. - -------------------------------------------------------------------------------- FOR WITHHELD FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN 1. Election of Directors (see reverse) 2. Approval of Equity Incentive Plan for Non-Employee Directors 3. Approval of Independent Auditors For, except vote withheld from the following nominee(s): - -------------------------------------------------------------------------------- THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST ITEMS 4 AND 5 BELOW. - -------------------------------------------------------------------------------- FOR AGAINST ABSTAIN 4. Shareholder Proposal No. 1 on Declassification of Board of Directors 5. Shareholder Proposal No. 2 on the 80% Vote Requirement in the By-laws to Change Board Structure 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. See "Other Matters" in the Consolidated Freightways, Inc. Proxy Statement dated March 18, 1994. 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. -----END PRIVACY-ENHANCED MESSAGE-----