SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event
reported): March 3, 2000
CNF TRANSPORTATION INC.
_______________________________________________________________
(Exact name of registrant as specified in its charter)
Delaware 1-5046 94-1444798
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation Number) Identification No.)
3240 Hillview Avenue
Palo Alto, California 94304
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(Address of principal (Zip Code)
executive offices)
(650) 494-2900
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report)
Exhibit Index Located at Page 3
Item 5. Other Events.
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On March 3, 2000, CNF Transportation Inc. (the "Company") executed an
Underwriting Agreement in connection with the previously announced public
offering of $200 million aggregate principal amount of its 8 7/8% Notes due 2010
(the "Notes"). The Company is filing this Current Report on Form 8-K in
connection with the issuance of the Notes under the Company's shelf registration
statement on Form S-3 (File No. 333-56667).
This Current Report on Form 8-K shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any offer of the Notes in
any State in which such offer, solicitation or sale would be unlawful prior to
the registration or qualification under the securities laws of any such state.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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Exhibit No. Description
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1(b) Underwriting Agreement with respect to the Notes
dated March 3, 2000 between CNF Transportation
Inc., J.P. Morgan Securities Inc., Salomon Smith
Barney Inc., ABN AMRO Incorporated and Credit
Suisse First Boston Corporation
4(d)(i) Form of Indenture between CNF Transportation Inc.
and Bank One Trust Company, National Association
4(i) Form of certificate evidencing the Notes
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CNF Transportation Inc.
(Registrant)
Date: March 8, 2000 /s/ Chutta Ratnathicam
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Chutta Ratnathicam
Senior Vice President and Chief Financial
Officer
2
Exhibit Index
Exhibit No. Description
- ----------- -----------
1(b) Underwriting Agreement with respect to the Notes dated March
3, 2000 between CNF Transportation Inc., J.P. Morgan
Securities Inc., Salomon Smith Barney Inc., ABN AMRO
Incorporated and Credit Suisse First Boston Corporation
4(d)(i) Form of Indenture between CNF Transportation Inc. and Bank
One Trust Company, National Association
4(i) Form of certificate evidencing the Notes
3