SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
DATE OF REPORT: November 7, 1996
(DATE OF EARLIEST EVENT REPORTED)
CONSOLIDATED FREIGHTWAYS CORPORATION
(Exact name of Registrant as specified in charter)
Delaware 1-12149 77-0425334
(State or other jurisdiction (Commission file number) (I.R.S. Employer
of incorporation or origination) Identification Number
175 LINFIELD DRIVE
MENLO PARK, CALIFORNIA 94025
(Address of principal executive office)
(415) 326-1700
Registrant's telephone number, including area code
ITEM 5. OTHER INFORMATION
On November 7, 1996, the Board of Directors of Consolidated Freightways, Inc.
(CFI) set a record date of November 15, 1996, and a distribution date of
December 2, 1996, for the spinoff of its long-haul trucking business (the
Distribution). Consummation of the Distribution would create two separate,
publicly traded companies, each offering a variety of premium freight
transportation services. Pursuant to the Board's approval, CFI will
distribute all of the outstanding capital stock of its newly created wholly
owned subsidiary, Consolidated Freightways Corporation (the Registrant). The
Registrant will consist of Consolidated Freightways Corporation of Delaware
("CFCD") and its nationwide long-haul motor carrier CF MotorFreight (CFMF)
and its Canadian operations, including Canadian Freightways, Ltd., Epic
Express, Milne & Craighead and Canadian Sufferance Warehouses and other
related businesses, as well as Leland James Service Corporation ("LJSC"),
an administrative service provider.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
PAGE NO.
(A) Pro Forma Condensed Financial Information
Pro Forma Condensed Consolidated Statements
of Operations for the Three Months Ended
March 31, June 30 and September 30, 1996 and the
Nine Months Ended September 30, 1996. 3
Pro Forma Condensed Consolidated Statements of
Operations for the Three Months Ended March 31,
June 30, September 30, and December 31, 1995
and the Year Ended December 31, 1995. 4
(C) EXHIBITS
99 Consolidated Freightways Corporation, Pro Forma
Condensed Consolidated Financial Information.
Pro Forma Condensed Consolidated Balance Sheet
as of September 30, 1996.
Pro Forma Condensed Consolidated Statement of
Operations for the Nine Months Ended September
30, 1996.
Pro Forma Condensed Consolidated Statement of
Operations for the Year Ended December 31, 1995.
The following unaudited pro forma condensed consolidated statements of
operations for each of the three quarters and for the nine months ended
September 30, 1996, and each of the four quarters and for the year ended
December 31, 1995, have been prepared assuming the Distribution occurred as
of January 1, 1996 and 1995, respectively. The unaudited pro forma condensed
consolidated statements of operations are based upon available information
and upon certain assumptions that the Registrant believes are reasonable.
This pro forma data does not purport to be indicative of the consolidated
results of operations that would have occurred had the Distribution occurred
on the dates indicated, or which may be attained in the future. Adjustments
made to the pro forma data (which adjustments are discussed in greater detail
in exhibit 99 included herein) primarily include the adjustment for the
effects on depreciation expense and sub-lease rental income from third
parties, resulting from the pro forma transfer of certain real properties;
the elimination of intercompany interest expense formerly charged on advances
payable to CFI from the Registrant, and the tax effects of these adjustments.
The following unaudited pro forma condensed consolidated statements of
operations should be read in conjunction with, and are qualified in their
entirety by reference to, the pro forma condensed consolidated financial
statements (including notes thereto) included as exhibit 99 herein.
Consolidated Freightways Corporation
Pro Forma Condensed Consolidated Statements of Operations
(In Millions and Unaudited)
Three Months Ended Nine Months
-------------------------------- Ended
Mar. 31, June 30, Sep 30, Sep 30,
1996 1996 1996 1996
------- -------- ------- -----------
Revenues $502.5 $530.0 $559.6 $1,592.1
Operating Loss (24.7) (13.8) (2.4) (40.9)
Other Income (Expense)
Investment income .1 .1 -- .2
Interest expense (.2) (.2) (.2) (.6)
Miscellaneous, net (.7) .3 1.4 1.0
------- -------- ------- -----------
(.8) .2 1.2 .6
Loss before income
tax benefits (25.5) (13.6) (1.2) (40.3)
Income tax benefits (7.9) (4.2) (.3) (12.4)
------- -------- ------- -----------
Net loss applicable to
common shareholders $(17.6) $(9.4) $(.9) $(27.9)
------- -------- ------- -----------
------- -------- ------- -----------
Consolidated Freightways Corporation
Pro Forma Condensed Consolidated Statements of Operations
(In Millions and Unaudited)
Three Months Ended
------------------------------------------ Year Ended
Mar. 31, June 30, Sep 30, Dec 31, Dec 31,
1995 1995 1995 1995 1995
------- -------- ------- ------- -----------
Revenues $546.7 $535.5 $525.4 $499.0 $2,106.6
Operating Income (Loss) 6.4 .6 (8.0) (42.3) (43.3)
Other Income (Expense)
Investment income .1 .1 .4 .1 .7
Interest expense (.7) .3 (.3) (.2) (.9)
Miscellaneous, net .3 .2 .9 (2.2) (.8)
------- -------- ------- ------- -----------
(.3) .6 1.0 (2.3) (1.0)
Income (loss) before
income taxes (benefits) 6.1 1.2 (7.0) (44.6) (44.3)
Income taxes (benefits) 2.0 .4 (2.2) (14.3) (14.1)
------- -------- ------- ------- -----------
Net income (loss)
applicable to common
shareholders $ 4.1 $ .8 $ (4.8) $(30.3) $ (30.2)
------- -------- ------- ------- -----------
------- -------- ------- ------- -----------
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Consolidated Freightways Corporation
Dated: November 19, 1996 by: /s/ W. Roger Curry
------------------ ----------------------------------------
Name: W. Roger Curry
Title: President and Chief Executive Officer