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SHAREHOLDER CAMPAIGN FORCES REFORM AT CONSOLIDATED FREIGHTWAYS

 Teamster President Ron Carey to Urge
 Greater Accountability at Annual Shareholders' Meeting on Monday
 WSAHINGTON, April 22 /PRNewswire/ -- The International Brotherhood of Teamsters issued the following:
 Facing likely defeat by an extraordinary coalition of shareholders led by the Teamsters Union on behalf of its employee shareholder members, Consolidated Freightways (CF) management has agreed to take a significant first step toward governance reform.
 In a letter dated April 20, the company said its board of directors has voted to terminate its current "poison pill" provision in November of 1995 -- one year ahead of schedule -- and to require stockholder approval before any future poison pill can be instated.
 The offer came in a letter from the company to James Weaver, a 23-year CF employee who has invested more than $37,000 in the company's stock. Weaver is the proponent of a resolution to give shareholders a vote on the poison pill. Because of the company's change of policy, Weaver has agreed to withdraw his resolution.
 Another employee shareholder, Robert Eddy, has put forth a resolution that remains on the agenda for Monday's meeting in San Francisco. Eddy is a 24-year CF employee who owns 165.5 shares of CF stock. His resolution would force all members of the board to stand for election at the same time. Currently only a minority of seats come up at each election, making it impossible for shareholders to take the immediate, direct action of voting the board out when it makes decisions that harm the company. Teamster President Ron Carey will present Eddy's resolution at the annual meeting.
 "CF has taken an important first step toward repairing the broken trust between the management and its employee shareholders," Carey said. "Employees have put their hard work and their money into this company. They invested in CF stock as a way to provide for their future, but lately they have seen that future threatened by the company's poor performance. We will continue to work with other CF shareholders to make this company open and accountable."
 In recent weeks, the Teamsters have waged a campaign among shareholders that some analysts have called "rare" and "innovative." This campaign has been unusually vigorous, with the union working actively not only to mobilize the employee shareholder votes but also to coalesce with other major institutional CF investors to open up the company's governance to greater shareholder participation through two employee shareholder resolutions.
 CF attempted to block the resolutions, initially by asking the SEC for permission to exclude them from the proxy. That attempt was rebuffed by the commission. Then the company attacked the resolutions as illegitimate in a mailing to shareholders, precipitating court action by the Teamsters on behalf of its members who are shareholders. In another blow to the company's position, this week the Federal District Court in San Jose issued a ruling that would trigger a review of methods


employed by the company to defeat the resolutions if the shareholders had turned down the poison pill resolution in a vote.
 In an all-out effort to fend off a showdown at the shareholders' meeting, CF dispatched delegations of officers to meet with top shareholders in an attempt to discredit and defeat the resolutions.
 CF's letter was jointly addressed to Weaver and to William Patterson, director of corporate affairs of the Teamsters Union, which provided assistance to Weaver and Eddy and mobilized the shareholder vote around their resolutions.
 "The handwriting was on the wall for CF," said Patterson, "and they clearly didn't have the votes to defeat the resolution. The major shareholders were aligned with the Teamster employee shareholders. The company has wisely chosen to reverse course and seek a more constructive solution."
 "This initiative demonstrates that the employee stockholder vote can no longer be presumed a captive vote of management," said Patterson. "Employee owners can and will be bringing their own independent view of shareholder value into the corporate governance arena."
 The Teamsters Union has over 19,000 members who are CF employees, and a majority of these members are shareholders in the company. Employee shareholders own approximately 13% of the company's stock, making them the largest single voting bloc in the company.
 Following is the text of the letter dated April 20 from Consolidated Freightways to shareholder James Weaver and William Patterson, IBT, from Maryla R. Boonstoppel, corporate secretary and director of investor relations, Consolidated Freightways, Inc.:
 As a result of discussions that Consolidated Freightways, Inc. (the "Company") has had in recent weeks with its institutional shareholders, the Company's Board of Directors has determined to modify the Company's Shareholder Rights Plan (the "Rights Plan"). Specifically, the Board of Directors has agreed to take action prior to Nov. 7, 1995 to terminate the Rights Plan by redemption of the rights on Nov. 7, 1995, one year earlier than the existing Nov. 7, 1996 expiration date, unless the Company's shareholders approve continuation of the Rights Plan prior to Nov. 7, 1995. In addition, the Board has agreed that it will not adopt any other rights plan unless such other rights plan shall have first been approved by shareholders.
 In light of the Board's actions, we request that the proponent withdraw the shareholder proposal relating to the Rights Plan from consideration at the Company's 1993 Annual Meeting. To facilitate our preparations for the Annual Meeting, please advise us in writing, by close of business on Thursday, April 22, 1993, whether the proponent will withdraw this proposal from the ballot.
 -0- 4/22/93
 /CONTACT: Nancy Stella or Matt Witt of the International Brotherhood of Teamsters, 202-624-6911/


CO: International Brotherhood of Teamsters; Consolidated Freightways ST: District of Colubmia IN: TRN SU:

KD-TW -- DC014 -- 9484 04/22/93 12:58 EDT
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Date:Apr 22, 1993
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