CF VIOLATED SECURITIES LAWS, TEAMSTERS CHARGE

CF VIOLATED SECURITIES LAWS, TEAMSTERS CHARGE

The Teamsters union has told the Securities and Exchange Commission that Consolidated Freightways Inc. violated securities laws by failing to promptly disclose a plan diverting most 1993 profits from its Emery Worldwide air freight unit to Emery's non-contract employees.

The union, which has been at odds with CF over the way it conducts its affairs, has talked to securities regulators about the issue, said Bill Patterson, director of the union's office of corporate affairs.Pension funds and other institutional investors that own the bulk of CF's 35 million outstanding shares have been notified of the discussions, he said. He declined to say if the union had filed a formal complaint with the SEC.

The Teamsters allege that CF failed to disclose the plan to the SEC until at least eight weeks after its adoption, thus misleading investors unaware of its existence.

The union also contends that the plan would unfairly divert most 1993 profits directly to employees rather than to shareholders who have suffered over the last three years as massive losses incurred by Emery have caused a dramatic drop in CF's stock.

A SEC spokesman declined to confirm or deny the report, saying it's not agency policy to comment on such matters.

Jim Allen, a CF spokesman, said the company has done nothing wrong and said the allegations are part of a Teamsters campaign to organize workers at Emery's hub in Dayton, Ohio, as well as drivers at its Con-Way Transportation Services regional trucking unit.

At issue is Emery's 1993 Incentive Compensation Plan, under which the first $11.3 million of this year's profits - and 50 cents of each dollar above that level - would be poured into a pool from which all of Emery's 7,000 non- contract employees, including managers and administrative support staff, would be rewarded.

As contract employees, Teamsters, who represent between 10 percent and 15 percent of Emery's work force, would be excluded from the plan.

Last May, Paul R. Schlesinger, analyst for Donaldson, Lufkin and Jenrette, said the plan could "absorb the majority" of the $15 million to $20 million in Emery operating profits he projected for the year.

The impact of the plan, combined with lingering weakness in the company's long-haul less-than-truckload unit, led the respected analyst to reduce his 1993 and 1994 earnings forecasts for CF by 25 cents a share and 20 cents a share, respectively.

According to the Teamsters, CF did not publicly disclose the plan's existence until May 13, even though W. Roger Curry, Emery's president and chief executive, wrote one of his managers as early as March 19 that CF's board already had approved the idea.

A copy of Mr. Curry's letter was obtained by The Journal of Commerce.

The union said the company should have disclosed the plan almost immediately after the board's action. They also note that the company had ample opportunity to reveal the information, most notably at its annual shareholders meeting in late April.

Mr. Allen said no company is under a deadline to make such disclosures, and said CF makes them when the documentation is complete. He called the filings ''routine," and said the company has done it this way for decades.

CF historically has rewarded its employees with a percentage of profits.