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
<FN>
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
<FN>
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
<FN>
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)
<FN>
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
<FN>
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
<FN>
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
<FN>
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
<FN>
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
<FN>
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
<FN>
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