SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Consolidated Freightways Corporation
(Exact name of registrant as specified in its charter)
Delaware 77-0425334
(State of Incorporation) (I.R.S. Employer
Identification No.)
175 Linfield Drive
Menlo Park, California 94025
(Address of principal executive offices)
Consolidated Freightways 401(k) Plan
(Full title of the plan)
Stephen D. Richards, Esq.
Consolidated Freightways Corporation
175 Linfield Drive
Menlo Park, California 94025
(650) 326-1700
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Amount to Maximum Maximum Amount of
Securities be Offering Aggregate Registration
to be Registered Price Per Offering Fee (2)
Registered Share (1) Price (1)
Common Stock
(par value $0.01) 900,000 $6.20315 $5,582,835.00 $1,473.87
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended (the "Securities Act"), this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the
employee benefit plan described herein.
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rules 457(c) and 457(h) under the Securities
Act. The price per share and aggregate offering price for the shares
registered hereunder are based upon the average of the high and low sale
prices of the Registrant's Common Stock on January 28, 2000, as reported on
The Nasdaq National Market's website for its issues.
(2) The registration fee has been calculated pursuant to Section 6(b) of
the Securities Act as follows: 0.000264 of the Proposed Maximum Aggregate
Offering Price of the shares registered.
Part II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The contents of the Registration Statement on Form S-8 (SEC
Registration No. 333-25167) (the "Prior Registration Statement")
previously filed with respect to the Consolidated Freightways 401(k)
Plan (the "Plan") are hereby incorporated by reference, with the
following exceptions, which entirely replace the same numbered items
from the Prior Registration Statement:
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by Consolidated Freightways
Corporation (the "Company") with the Securities and Exchange
Commission are incorporated by reference into this Registration
Statement:
(a) The Company's latest annual report on Form 10-K filed pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or the Company's latest prospectus filed
pursuant to Rule 424(b) under the Securities Act, that contains
audited financial statements for the Company's latest fiscal year for
which such statements have been filed.
(b) All other reports filed pursuant to Sections 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by the
annual reports or the prospectus referred to in (a) above.
(c) The description of the Company's Common Stock which is contained
in a registration statement filed under the Exchange Act, including
any amendment or report filed for the purpose of updating such
description.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated
by reference herein and to be a part of this registration statement
from the date of the filing of such reports and documents.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Stephen D. Richards, Senior Vice President and General Counsel of
the Company, is providing the required opinion regarding the legality
of the securities being registered (see Exhibit 5.2 to this
Registration Statement). Mr. Richards owns 129,678 shares of the
Company's common stock and options to purchase an additional 42,000
shares of the Company's common stock. Mr. Richards is not eligible
under the Plan to purchase the Company's common stock or receive
matching contributions from the Company of the Company's common stock.
Item 8. EXHIBITS
Exhibit
Number
4.1 Amended and Restated Certificate of Incorporation of the
Company. (1)
4.2 Amended and Restated Bylaws of the Company. (2)
5.1 Internal Revenue Service Determination Letter. (3)
5.2 Opinion of Counsel of Consolidated Freightways Corporation.
23.1 Consent of Arthur Andersen LLP, independent public accountants.
23.2 Consent of Counsel for Consolidated Freightways Corporation
(included in Exhibit 5.2).
24.1 Powers of Attorney.
(1) Document incorporated by reference to Exhibit 4.1 to the
Company's Registration Statement on Form S-8 dated November 26, 1996,
File No. 333-16851.
(2) Document incorporated by reference to Exhibit 3.2 to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998.
(3) Document incorporated by reference to Exhibit 5.1 to the Prior
Registration Statement.
Item 9. UNDERTAKINGS
1. The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement.
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
Provided, however, that paragraphs (a)(i) and (a)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the issuer pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference herein.
(b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
2. The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Exchange Act) that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating
to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issue.
SIGNATURES
The Registrant. Pursuant to the requirements of the
Securities Act of 1933, as amended, the Registrant certifies that it
has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Menlo Park, State of
California, on January 27, 2000.
CONSOLIDATED FREIGHTWAYS CORPORATION
By /s/ Stephen D. Richards
Stephen D. Richards
Senior Vice President and
General Counsel
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed on January 27,
2000, by the following persons in the capacities indicated below.
Signature Title
* G. Robert Evans Chief Executive
G. Robert Evans Officer and Director
(Principal Executive
Officer)
* Sunil Bhardwaj Senior Vice
Sunil Bhardwaj President and Chief
Financial Officer
(Principal Financial
Officer)
* Robert E. Wrightson Senior Vice
Robert E. Wrightson President and
Controller
(Principal
Accounting Officer)
* William D. Walsh Chairman of the
William D. Walsh Board
* Paul B. Guenther Director
Paul B. Guenther
* Robert W. Hatch Director
Robert W. Hatch
* John M. Lillie Director
John M. Lillie
* James B. Malloy Director
James B. Malloy
* Raymond F. O'Brien Director
Raymond F. O'Brien
*By /s/ Stephen D. Richards
Stephen D. Richards, Attorney-in-fact
The Plan. Pursuant to the requirements of the Securities Act of
1933, as amended, the members of the Administrative Committee of the
Plan have duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, on the dates
indicated below, in the City of Menlo Park, State of California (for
Mr. Richards and Mr. Bhardwaj), and in the City of Portland, State of
Oregon (for Mr. Morgan).
CONSOLIDATED FREIGHTWAYS
401(K) PLAN ADMINISTRATIVE COMMITTEE
/s/ Stephen D. Richards January 27, 2000
Stephen D. Richards, Member
/s/ Sunil Bhardwaj January 27, 2000
Sunil Bhardwaj, Member
/s/ Kerry Morgan January 27, 2000
Kerry Morgan, Member
EXHIBIT INDEX
Exhibit Description
Number
4.1 Amended and Restated Certificate of Incorporation of the
Company. (1)
4.2 Amended and Restated Bylaws of the Company. (2)
5.1 Internal Revenue Service Determination Letter. (3)
5.2 Opinion of Counsel of Consolidated Freightways Corporation.
23.1 Consent of Arthur Andersen LLP, independent public accountants.
23.2 Consent of Counsel for Consolidated Freightways Corporation
(included in Exhibit 5.2).
24.1 Powers of Attorney.
(1) Document incorporated by reference to Exhibit 4.1 to the
Company's Registration Statement on Form S-8 dated November 26, 1996,
File No. 333-16851.
(2) Document incorporated by reference to Exhibit 3.2 to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998.
(3) Document incorporated by reference to Exhibit 5.1 to the Prior
Registration Statement.
Exhibit 5.2
January 27, 2000
Consolidated Freightways Corporation
175 Linfield Drive
Menlo Park, California 94025
Ladies and Gentlemen:
I am General Counsel of Consolidated Freightways Corporation (the
"Company") and am rendering this opinion with respect to certain matters in
connection with the filing by the Company of a Registration Statement on
Form S-8 (the "Registration Statement") with the Securities and Exchange
Commission covering the offering of up to 900,000 shares of the Company's
Common Stock, $.01 par value (the "Shares"), pursuant to its Consolidated
Freightways 401(k) Plan, as amended (the "Plan").
In connection with this opinion, I have examined the Registration Statement
and related Prospectus, the Company's Amended and Restated Certificate of
Incorporation and Amended and Restated Bylaws, and such other documents,
records, certificates, memoranda and other instruments as I deem necessary
as a basis for this opinion. I have assumed the genuineness and
authenticity of all documents submitted to me as originals, the conformity
to originals of all documents submitted to me as copies thereof, and the
due execution and delivery of all documents where due execution and
delivery are a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, I am of the opinion
that the Shares, when sold and issued in accordance with the Plan, the
Registration Statement and related Prospectus, will be validly issued,
fully paid, and nonassessable (except as to shares issued pursuant to
certain deferred payment arrangements, which will be fully paid and
nonassessable when such deferred payments are made in full).
I consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
By:
/s/ Stephen D. Richards
Stephen D. Richards
Senior Vice President and General Counsel,
Consolidated Freightways Corporation
Exhibit 23.1
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our reports dated January
25, 1999 included in and incorporated by reference into Consolidated
Freightways Corporation's Form 10-K for the year ended December 31, 1998
(File No. 001-12149), and to all references to our Firm included in this
registration statement.
/s/Arthur Andersen LLP
Portland, OR
January 28, 2000
Exhibit 24.1
Power of Attorney
(CF 401(k) Plan Shares)
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, an officer
and/or director of Consolidated Freightways Corporation (the "Company"),
does hereby constitute and appoint Stephen D. Richards his true and lawful
attorney-in-fact and agent, with full power of substitution and re-
substitution, to do any and all acts and things and to execute in his name
(whether on behalf of the Company or as an officer or director of the
Company, or otherwise) any and all instruments which said attorney-in-fact
and agent may deem necessary or advisable in order to enable the Company to
comply with the Securities Act of 1933, as amended (the "Securities Act"),
and any requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration under the Securities Act of
shares of the Company's Common Stock issuable pursuant to the Consolidated
Freightways 401(k) Plan, including specifically, but without limitation
thereto, power and authority to sign his name (whether on behalf of the
Company or as an officer or director of the Company, or otherwise) to a
Registration Statement on Form S-8 and any amendment thereto (including any
post-effective amendment) or application for amendment thereto in respect
to such Common Stock or any exhibits filed therewith; and to file the same
with the Securities and Exchange Commission; and the undersigned does
hereby ratify and confirm all that said attorney-in-fact and agent shall do
or cause to be done by virtue hereof.
DATED: January 24, 2000
/s/ G. Robert Evans
G. Robert Evans
Exhibit 24.1
Power of Attorney
(CF 401(k) Plan Shares)
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, an officer
and/or director of Consolidated Freightways Corporation (the "Company"),
does hereby constitute and appoint Stephen D. Richards his true and lawful
attorney-in-fact and agent, with full power of substitution and re-
substitution, to do any and all acts and things and to execute in his name
(whether on behalf of the Company or as an officer or director of the
Company, or otherwise) any and all instruments which said attorney-in-fact
and agent may deem necessary or advisable in order to enable the Company to
comply with the Securities Act of 1933, as amended (the "Securities Act"),
and any requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration under the Securities Act of
shares of the Company's Common Stock issuable pursuant to the Consolidated
Freightways 401(k) Plan, including specifically, but without limitation
thereto, power and authority to sign his name (whether on behalf of the
Company or as an officer or director of the Company, or otherwise) to a
Registration Statement on Form S-8 and any amendment thereto (including any
post-effective amendment) or application for amendment thereto in respect
to such Common Stock or any exhibits filed therewith; and to file the same
with the Securities and Exchange Commission; and the undersigned does
hereby ratify and confirm all that said attorney-in-fact and agent shall do
or cause to be done by virtue hereof.
DATED: January 24, 2000
/s/ Sunil Bhardwaj
Sunil Bhardwaj
Exhibit 24.1
Power of Attorney
(CF 401(k) Plan Shares)
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, an officer
and/or director of Consolidated Freightways Corporation (the "Company"),
does hereby constitute and appoint Stephen D. Richards his true and lawful
attorney-in-fact and agent, with full power of substitution and re-
substitution, to do any and all acts and things and to execute in his name
(whether on behalf of the Company or as an officer or director of the
Company, or otherwise) any and all instruments which said attorney-in-fact
and agent may deem necessary or advisable in order to enable the Company to
comply with the Securities Act of 1933, as amended (the "Securities Act"),
and any requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration under the Securities Act of
shares of the Company's Common Stock issuable pursuant to the Consolidated
Freightways 401(k) Plan, including specifically, but without limitation
thereto, power and authority to sign his name (whether on behalf of the
Company or as an officer or director of the Company, or otherwise) to a
Registration Statement on Form S-8 and any amendment thereto (including any
post-effective amendment) or application for amendment thereto in respect
to such Common Stock or any exhibits filed therewith; and to file the same
with the Securities and Exchange Commission; and the undersigned does
hereby ratify and confirm all that said attorney-in-fact and agent shall do
or cause to be done by virtue hereof.
DATED: January 24, 2000
/s/ Robert E. Wrightson
Robert E. Wrightson
Exhibit 24.1
Power of Attorney
(CF 401(k) Plan Shares)
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, an officer
and/or director of Consolidated Freightways Corporation (the "Company"),
does hereby constitute and appoint Stephen D. Richards his true and lawful
attorney-in-fact and agent, with full power of substitution and re-
substitution, to do any and all acts and things and to execute in his name
(whether on behalf of the Company or as an officer or director of the
Company, or otherwise) any and all instruments which said attorney-in-fact
and agent may deem necessary or advisable in order to enable the Company to
comply with the Securities Act of 1933, as amended (the "Securities Act"),
and any requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration under the Securities Act of
shares of the Company's Common Stock issuable pursuant to the Consolidated
Freightways 401(k) Plan, including specifically, but without limitation
thereto, power and authority to sign his name (whether on behalf of the
Company or as an officer or director of the Company, or otherwise) to a
Registration Statement on Form S-8 and any amendment thereto (including any
post-effective amendment) or application for amendment thereto in respect
to such Common Stock or any exhibits filed therewith; and to file the same
with the Securities and Exchange Commission; and the undersigned does
hereby ratify and confirm all that said attorney-in-fact and agent shall do
or cause to be done by virtue hereof.
DATED: January 24, 2000
/s/ William D. Walsh
William D. Walsh
Exhibit 24.1
Power of Attorney
(CF 401(k) Plan Shares)
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, an officer
and/or director of Consolidated Freightways Corporation (the "Company"),
does hereby constitute and appoint Stephen D. Richards his true and lawful
attorney-in-fact and agent, with full power of substitution and re-
substitution, to do any and all acts and things and to execute in his name
(whether on behalf of the Company or as an officer or director of the
Company, or otherwise) any and all instruments which said attorney-in-fact
and agent may deem necessary or advisable in order to enable the Company to
comply with the Securities Act of 1933, as amended (the "Securities Act"),
and any requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration under the Securities Act of
shares of the Company's Common Stock issuable pursuant to the Consolidated
Freightways 401(k) Plan, including specifically, but without limitation
thereto, power and authority to sign his name (whether on behalf of the
Company or as an officer or director of the Company, or otherwise) to a
Registration Statement on Form S-8 and any amendment thereto (including any
post-effective amendment) or application for amendment thereto in respect
to such Common Stock or any exhibits filed therewith; and to file the same
with the Securities and Exchange Commission; and the undersigned does
hereby ratify and confirm all that said attorney-in-fact and agent shall do
or cause to be done by virtue hereof.
DATED: January 24, 2000
/s/ Paul B. Guenther
Paul B. Guenther
Exhibit 24.1
Power of Attorney
(CF 401(k) Plan Shares)
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, an officer
and/or director of Consolidated Freightways Corporation (the "Company"),
does hereby constitute and appoint Stephen D. Richards his true and lawful
attorney-in-fact and agent, with full power of substitution and re-
substitution, to do any and all acts and things and to execute in his name
(whether on behalf of the Company or as an officer or director of the
Company, or otherwise) any and all instruments which said attorney-in-fact
and agent may deem necessary or advisable in order to enable the Company to
comply with the Securities Act of 1933, as amended (the "Securities Act"),
and any requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration under the Securities Act of
shares of the Company's Common Stock issuable pursuant to the Consolidated
Freightways 401(k) Plan, including specifically, but without limitation
thereto, power and authority to sign his name (whether on behalf of the
Company or as an officer or director of the Company, or otherwise) to a
Registration Statement on Form S-8 and any amendment thereto (including any
post-effective amendment) or application for amendment thereto in respect
to such Common Stock or any exhibits filed therewith; and to file the same
with the Securities and Exchange Commission; and the undersigned does
hereby ratify and confirm all that said attorney-in-fact and agent shall do
or cause to be done by virtue hereof.
DATED: January 24, 2000
/s/ Robert W. Hatch
Robert W. Hatch
Exhibit 24.1
Power of Attorney
(CF 401(k) Plan Shares)
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, an officer
and/or director of Consolidated Freightways Corporation (the "Company"),
does hereby constitute and appoint Stephen D. Richards his true and lawful
attorney-in-fact and agent, with full power of substitution and re-
substitution, to do any and all acts and things and to execute in his name
(whether on behalf of the Company or as an officer or director of the
Company, or otherwise) any and all instruments which said attorney-in-fact
and agent may deem necessary or advisable in order to enable the Company to
comply with the Securities Act of 1933, as amended (the "Securities Act"),
and any requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration under the Securities Act of
shares of the Company's Common Stock issuable pursuant to the Consolidated
Freightways 401(k) Plan, including specifically, but without limitation
thereto, power and authority to sign his name (whether on behalf of the
Company or as an officer or director of the Company, or otherwise) to a
Registration Statement on Form S-8 and any amendment thereto (including any
post-effective amendment) or application for amendment thereto in respect
to such Common Stock or any exhibits filed therewith; and to file the same
with the Securities and Exchange Commission; and the undersigned does
hereby ratify and confirm all that said attorney-in-fact and agent shall do
or cause to be done by virtue hereof.
DATED: January 24, 2000
/s/ John M. Lillie
John M. Lillie
Exhibit 24.1
Power of Attorney
(CF 401(k) Plan Shares)
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, an officer
and/or director of Consolidated Freightways Corporation (the "Company"),
does hereby constitute and appoint Stephen D. Richards his true and lawful
attorney-in-fact and agent, with full power of substitution and re-
substitution, to do any and all acts and things and to execute in his name
(whether on behalf of the Company or as an officer or director of the
Company, or otherwise) any and all instruments which said attorney-in-fact
and agent may deem necessary or advisable in order to enable the Company to
comply with the Securities Act of 1933, as amended (the "Securities Act"),
and any requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration under the Securities Act of
shares of the Company's Common Stock issuable pursuant to the Consolidated
Freightways 401(k) Plan, including specifically, but without limitation
thereto, power and authority to sign his name (whether on behalf of the
Company or as an officer or director of the Company, or otherwise) to a
Registration Statement on Form S-8 and any amendment thereto (including any
post-effective amendment) or application for amendment thereto in respect
to such Common Stock or any exhibits filed therewith; and to file the same
with the Securities and Exchange Commission; and the undersigned does
hereby ratify and confirm all that said attorney-in-fact and agent shall do
or cause to be done by virtue hereof.
DATED: January 24, 2000
/s/ James B. Malloy
James B. Malloy
Exhibit 24.1
Power of Attorney
(CF 401(k) Plan Shares)
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, an officer
and/or director of Consolidated Freightways Corporation (the "Company"),
does hereby constitute and appoint Stephen D. Richards his true and lawful
attorney-in-fact and agent, with full power of substitution and re-
substitution, to do any and all acts and things and to execute in his name
(whether on behalf of the Company or as an officer or director of the
Company, or otherwise) any and all instruments which said attorney-in-fact
and agent may deem necessary or advisable in order to enable the Company to
comply with the Securities Act of 1933, as amended (the "Securities Act"),
and any requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration under the Securities Act of
shares of the Company's Common Stock issuable pursuant to the Consolidated
Freightways 401(k) Plan, including specifically, but without limitation
thereto, power and authority to sign his name (whether on behalf of the
Company or as an officer or director of the Company, or otherwise) to a
Registration Statement on Form S-8 and any amendment thereto (including any
post-effective amendment) or application for amendment thereto in respect
to such Common Stock or any exhibits filed therewith; and to file the same
with the Securities and Exchange Commission; and the undersigned does
hereby ratify and confirm all that said attorney-in-fact and agent shall do
or cause to be done by virtue hereof.
DATED: January 24, 2000
/s/ Raymond F. O'Brien
Raymond F. O'Brien