ITEM 1. BUSINESS
(a) General Development of Business
Consolidated Freightways Corporation is a holding company that was incorporated in Delaware in 1996. It is herein referred to as the "Registrant" or "Company". Formerly a subsidiary of CNF Transportation Inc. (the former parent) through December 1, 1996, the Company was spun-off in a tax free distribution (the Distribution) to shareholders of the former parent at a rate of one Company share for every two shares outstanding of the former parent. The Company consists of Consolidated Freightways Corporation of Delaware (CFCD), a nationwide motor carrier, incorporated in 1958 as successor to the original trucking company organized in 1929, and its Canadian operations, including Canadian Freightways, Ltd. (CFL), Epic Express, Milne & Craighead, Canadian Sufferance Warehouses and other related businesses; Redwood Systems, a third party logistics company, as well as the Leland James Service Corporation (LJSC), an administrative service provider. The Company provides less-than-truckload transportation and logistics services nationwide and in parts of Canada, Mexico, the Caribbean area, Latin and Central America, Europe and Pacific Rim countries.
The Company established Redwood Systems Inc., in January 1997. Redwood Systems Inc. is a third party, non-asset based logistics company that offers complete supply chain management services including dedicated contract warehousing and carriage, just-in-time delivery and specialized time-definite distribution, information-based logistics services and worldwide multi-modal logistics.
(b) Financial Information About Industry Segments
The Company operates in a single industry segment.
(c) Narrative Description of Business
The Company, headquartered in Menlo Park, California, is the holding company of CFCD, a full-service trucking company providing general freight services nationwide and in Canada and Mexico, and one-stop international freight service between the United States and 70 countries worldwide through operating agreements with ocean carriers and a network of international partners. Operations consist of an extensive transportation network that typically moves shipments of manufactured or non-perishable processed products having relatively high value and requiring consistent, expedited service, compared to the bulk raw materials characteristically transported by railroads, pipelines and water carriers. The basic business of the general freight industry is to transport freight that is less-than-truckload (LTL), an industry designation for shipments weighing less than 10,000 pounds. CFCD is one of the nation's largest LTL motor carriers in terms of 1996 revenues.
Competition continues to increase in the industry with trends toward regionalization, continued pricing pressures and new competitors moving into the small shipment segment of the business. CFCD's primary competitors in the national LTL market are Yellow Freight System, Inc., Roadway Express, Inc., Arkansas Best Corporation and Overnite Transportation Co. CFCD also competes for LTL freight with regional LTL motor carriers, small package carriers, private carriage and freight forwarders. Competition for freight is based primarily upon price, service consistency and transit time. In an effort to provide faster service and better compete, CFCD implemented a comprehensive reengineering of its line- haul operations in October 1995. This reengineering, called the Business Accelerator System (BAS), replaced CFCD's traditional hub-and-spoke network with one that moves freight directly from point-to-point and streamlines the freight network. BAS has the effect of reducing miles and handling, thereby reducing transit times and costs as well as more efficiently using system capacity. CFCD will seek to continue to improve service and reduce costs by refining BAS.
As a large carrier of LTL general commodity freight, at December 31, 1996, CFCD operated approximately 40,300 vehicle units including pick-up and delivery fleets in each area served, and a fleet of intercity tractors and trailers. It had a network of 359 U.S. and Canadian freight terminals, metro centers and regional consolidation centers. Under BAS, several regional consolidation centers have become metro centers. The metro centers reduce freight handling through more direct city to city service, thereby improving productivity. CFCD's operations are supported by a sophisticated data processing system for the control and management of the business.
There is a broad diversity in the customers served, size of shipments, commodities transported and length of haul. No single commodity accounted for more than a small fraction of total revenues.
CFCD operates daily schedules utilizing relay drivers who drive approximately eight to ten hours each day and an increasing number of sleeper teams which in 1996 approximated 15% of all linehaul miles in North America. Road equipment consists of one tractor pulling two 28-foot double trailers or, to a limited extent, one semi-trailer or three 28-foot trailers. CFCD generally utilizes trailer equipment that is 102 inches in width. CFCD believes that trailers in double or triple combination are more efficient and economical, and safer, than a tractor and single semi-trailer combination. In 1996, CFCD operated in excess of 449 million linehaul miles in North America, almost all of which was conducted by equipment in doubles and triples configuration. The accident frequency of the triples configuration was lower than all other types of vehicle combinations used by CFCD.
CFCD and several Canadian subsidiaries serve Canada through terminals in the provinces of Alberta, British Columbia, Manitoba, New Brunswick, Nova Scotia, Ontario, Quebec, Saskatchewan and in the Yukon Territory. The Canadian operations utilize a fleet of over 1,200 trucks, tractors and trailers.
Cyclicality and Seasonality
The LTL trucking industry is affected directly by the state of the overall economy and seasonal fluctuations, which affect the amount of freight to be transported. Freight shipments, operating costs and earnings are also affected adversely by inclement weather conditions. The months of September, October and November of each year usually have the highest business levels while the first quarter has the lowest.
Employees
At December 31, 1996, approximately 85% of the Company's domestic employees were represented by various labor unions, primarily the International Brotherhood of Teamsters (IBT). CFCD and the IBT are parties to the National Master Freight Agreement which expires on March 31, 1998. Although CFCD believes that it will be able to successfully negotiate a new contract with the IBT, there can be no assurances that it will be able to do so or that work stoppages will not occur, or that the terms of any such contract will not be substantially less favorable than those of the existing contract, any of which could have a material adverse effect on CFCD's business, financial condition or results of operations.
Labor costs, including fringe benefits, averaged approximately 67% of the Company's 1996 revenues. The Company had approximately 20,300 and 20,200 employees at December 31, 1996 and 1995, respectively. The Company had approximately 22,000 employees at December 31, 1994. The decline from 1994 levels is primarily the result of the implementation of BAS.
Fuel
The Company's average annual fuel cost per gallon (without tax) was $.578 in 1994 and $.576 in 1995. The Company experienced a significant increase in fuel costs in 1996 as its average fuel cost per gallon rose to $.697. To partially offset this increase, the Company instituted a fuel surcharge program in the second half of the year, recovering approximately $9.2 million or 80% of total increased fuel costs.
Significant increases in fuel prices, to the extent not offset by increases in transportation rates, would have a material adverse effect on the profitability of the Company. Historically, the Company has responded to periods of sharply higher fuel prices by implementing fuel surcharge programs or base rate increases, or both, to recover additional costs, but there can be no assurance that the Company will be able to successfully implement such surcharges or increases in response to increased fuel costs in the future.
Federal and State Regulation
Regulation of motor carriers has changed substantially in recent years. The process started with the Motor Carrier Act of 1980, which allowed easier access to the industry by new trucking companies, removed many restrictions on expansion of services by existing carriers, and increased price competition by narrowing the antitrust immunities available to the industry's collective ratemaking organizations. This deregulatory trend was continued by subsequent legislation in 1982, 1986, 1993 and 1994. The process culminated with federal pre-emption of most economic regulation of intrastate trucking regulatory bodies effective January 1, 1995, and with legislation which terminated the Interstate Commerce Commission (ICC) effective January 1, 1996.
Currently, the motor carrier industry is subject to federal regulation by the Federal Highway Administration (FHWA) and the Surface Transportation Board (STB), both of which are units of the United States Department of Transportation (DOT). The FHWA performs certain functions inherited from the ICC relating chiefly to motor carrier registration, cargo and liability insurance, extension of credit to motor carrier customers, and leasing of equipment by motor carriers from owner-operators. In addition, the FHWA enforces comprehensive trucking safety regulations relating to driver qualifications, drivers' hours of service, safety-related equipment requirements, vehicle inspection and maintenance, recordkeeping on accidents, and transportation of hazardous materials. As pertinent to the general freight trucking industry, the STB has authority to resolve certain types of pricing disputes and authorize certain types of intercarrier agreement under jurisdiction inherited from the ICC.
At the state level, federal preemption of economic regulation does not prevent the states from regulating motor vehicle safety on their highways. In addition, federal law allows all states to impose insurance requirements on motor carriers conducting business within their borders, and empowers most states to require motor carriers conducting interstate operations through their territory to make annual filings verifying that they hold appropriate registrations from FHWA. Motor carriers also must pay state fuel taxes and vehicle registration fees, which normally are apportioned on the basis of mileage operated in each state.
Canadian Regulation
The provinces in Canada have regulatory authority over intra-provincial operations of motor carriers. Federal legislation to phase in deregulation of the inter-provincial motor carrier industry took effect January 1, 1988. The new legislation relaxed economic regulation of inter-provincial trucking by easing market entry regulations, and implemented safety regulations of trucking services under Federal jurisdiction. CFCD wrote off substantially all of the unamortized cost of its Canadian operating authority in 1992.
General
The research and development activities of the Company are not significant.
During 1996, 1995 and 1994 there was no single customer of the Company that accounted for 10% or more of consolidated revenues.
The Company is subject to Federal, state and local environmental laws and regulations relating to, among other things, contingency planning for spills of petroleum products, and its disposal of waste oil. Additionally, the Company is subject to significant regulations dealing with underground fuel storage tanks. The Company stores some of its fuel for its trucks and tractors in approximately 350 underground tanks located in 48 states. The Company believes that it is in substantial compliance with all such environmental laws and regulations and is not aware of any leaks from such tanks that could reasonably be expected to have a material adverse effect on the Company's competitive position, operations or financial condition. However, there can be no assurances that environmental matters existing with respect to the Company, or compliance by the Company with laws relating to environmental matters, will not have a material adverse effect on the Company's business, financial condition or results of operations.
The Company has in place policies and methods designed to conform with these regulations. The Company estimates that capital expenditures for upgrading underground tank systems and costs associated with cleaning activities for 1997 will not be material.
The Company has received notices from the Environmental Protection Agency and others that it has been identified as a potentially responsible party (PRP) under the Comprehensive Environmental Response Compensation and Liability Act (CERCLA) or other Federal and state environmental statues at various Superfund sites. Based upon cost studies performed by independent third parties, the Company believes its obligations with respect to such sites would not have a material adverse effect on its financial position or results of operations.
(d) Financial Information About Foreign and Domestic Operations and Export Sales.
Less than 5% of the Company's revenues are derived from international business.
ITEM 2.

ITEM 2. PROPERTIES
The following summarizes the terminals and freight service centers operated by the Company at December 31, 1996. In general, the Company believes such facilities are suitable and adequate to handle CFCD's current business needs. These facilities generally consist of a large dock with loading doors, a small office and a large yard for the movement of tractors and trailers in the normal business operations.
Owned Leased Total
207 152 359
The following table sets forth the location and square footage of CFCD's principal freight handling facilities:
Location Square Footage
Mira Loma, CA 280,672 **Chicago, IL 231,159 Carlise, PA 151,100 Kansas City, MO 131,916 **Columbus, OH 118,774 **Memphis, TN 118,745 Nashville, TN 118,622 *Indianapolis, IN 109,460 Orlando, FL 101,557 *Minneapolis, MN 94,890 Charlotte, NC 89,204 St. Louis, MO 88,640 **Akron, OH 82,494 Sacramento, CA 81,286 Atlanta, GA 77,920 Houston, TX 77,346 Dallas, TX 75,358 *Freemont, IN 73,760 *Peru, IL 73,760 Buffalo, NY 73,380 Milwaukee, WI 70,661 Salt Lake City, UT 68,480 Seattle, WA 59,720 ***Springfield, MA 51,760 Portland, OR 47,824 Phoenix, AZ 20,237
* Facility partially or wholly financed through the issuance of industrial revenue bonds. Principal amount of debt is secured by the property. ** Property pledged as collateral for the benefit of CNF Transportation Inc. for workers' compensation claims prior to the Distribution, as required under the Reimbursement and Indemnification Agreement dated October 1, 1996. *** Property is leased from a subsidiary of CNF Transportation Inc. through December 1, 2005.
ITEM 3.

ITEM 3. LEGAL PROCEEDINGS
The legal proceedings of the Company are summarized in Note 9 on pages 19 and 20 of the 1996 Annual Report to Shareholders and are incorporated herein by reference. Discussions of certain environmental matters are presented in Item 1 and Item 7.
ITEM 4.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
PART II
ITEM 5.

ITEM 5. MARKET FOR THE COMPANY'S COMMON STOCK AND RELATED SECURITY HOLDER MATTERS
The Company's common stock is listed for trading on the Nasdaq Stock Market's National Market. The Company's common stock began trading on December 3, 1996. The market price range of the common stock for the period December 3, 1996 to December 31, 1996 was $7.125 to $8.875. Currently there are no cash dividends paid on the Company's common stock. The Company presently expects that it will not pay a dividend in 1997. The Company's dividend policy thereafter will be dependent on the circumstances then in existence. There can be no assurance, however, that the Company will pay any cash dividends on its common stock in the future.
As of December 31, 1996, there were 13,500 holders of record of the common stock ($.01 par value) of the Company.
ITEM 6.

ITEM 6. SELECTED FINANCIAL DATA
The Selected Financial Data is presented in the "Five Year Financial Summary" on page 23 of the 1996 Annual Report to Shareholders and is incorporated herein by reference.
ITEM 7.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management's Discussion and Analysis of Financial Condition and Results of Operations is presented in the "Financial Review and Management Discussion" on pages 10 and 11 of the 1996 Annual Report to Shareholders and is incorporated herein by reference. Certain statements included and incorporated by reference herein, including certain statements under "Financial Review and Management Discussion" referred to above, constitute "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to a number of risks and uncertainties. In that regard, the following factors, among others, could cause actual results and other matters to differ materially from those in such statements: changes in general business and economic conditions; increasing domestic and international competition and pricing pressure; changes in fuel prices; uncertainty regarding the Company's ability to improve results of operations; labor matters, including changes in labor costs, renegotiation of labor contracts and the risk of work stoppages or strikes; changes in governmental regulation; and environmental and tax matters. As a result of the foregoing, no assurance can be given as to future results of operations or financial condition.
ITEM 8.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Consolidated Financial Statements and Auditors' Report are presented on pages 12 through 21, inclusive, of the 1996 Annual Report to Shareholders and are incorporated herein by reference. The unaudited quarterly financial data is included on page 22 of the 1996 Annual Report to Shareholders and is incorporated herein by reference.
ITEM 9.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
The identification of the Company's Directors is presented on pages 2 and 3 of the Company's 1997 Proxy Statement and those pages are incorporated herein by reference.
The Executive Officers of the Company, their ages at December 31, 1996 and their applicable business experience are as follows:
W. Roger Curry, 58, President and Chief Executive Officer of the Company since December 2, 1996. Mr. Curry has served as President and Chief Executive Officer of CFCD since July 1994. Mr. Curry served as a Senior Vice President of the former parent from 1986 to December 2, 1996. In 1991, he was elected President of Emery Air Freight Corporation, relinquishing the position in 1994 to become President of CFCD.
Patrick H. Blake, 47, Executive Vice President - Operations of the Company since December 2, 1996. Mr. Blake has served as Executive Vice President - Operations of CFCD since July 1994. He was Vice President Eastern Region of CFCD from 1992-1994 and a Division Manager from 1985-1992.
David F. Morrison, 43, Executive Vice President and Chief Financial Officer of the Company since December 2, 1996. Mr. Morrison served as Vice President and Treasurer of the former parent from October 1991 to November 1, 1996 when he became Executive Vice President and Chief Financial Officer of CFCD.
Stephen D. Richards, 53, Senior Vice President and General Counsel of the Company since December 2, 1996. Mr. Richards has been Vice President and General Counsel of CFCD since September 1995. He was Deputy General Counsel of the former parent for the preceding four years.
Robert E. Wrightson, 57, Senior Vice President and Controller of the Company since December 2, 1996. Mr. Wrightson has served as Senior Vice President and Controller of CFCD since July 1994. Prior to joining CFCD, he was Vice President and Controller of the former parent, assuming that position in 1989.
ITEM 11.

ITEM 11. EXECUTIVE COMPENSATION
The required information for Item 11 is presented on pages 6 through 13, inclusive, of the Company's 1997 Proxy Statement, and those pages are incorporated herein by reference.
ITEM 12.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The required information for Item 12 is included on pages 4 and 15 of the Company's 1997 Proxy Statement and is incorporated herein by reference.
ITEM 13.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Not applicable.
PART IV
ITEM 14.

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Financial Statements and Exhibits Filed
1. Financial Statements See Index to Financial Information.
2. Financial Statement Schedules See Index to Financial Information.
3. Exhibits See Index to Exhibits.
(b) Reports on Form 8-K
A Form 8-K, dated November 7, 1996, was filed under Item 5, Other Events, to report the record date and distribution date for the spin-off of the Company from its former parent. Included in the filing were Unaudited Pro Forma Condensed Statements of Operations for the three months ended March 31, June 30 and September 30, 1996 and March 31, June 30, September 30, and December 31, 1995; an Unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 30 1996; Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Nine Months Ended September 30, 1996 and an Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Year Ended December 31, 1995.
A Form 8-K, dated November 25, 1996, was filed under Item 5, Other Events, to report the finalization of certain agreements pursuant to the Distribution between Consolidated Freightways Corporation and CNF Transportation Inc., (the former parent) and CNF Service Company, a subsidiary of CNF Transportation Inc.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 10-K Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.
CONSOLIDATED FREIGHTWAYS CORPORATION (Registrant)
March 26, 1997 /s/W. Roger Curry W. Roger Curry President and Chief Executive Officer
March 26, 1997 /s/David F. Morrison David F. Morrison Executive Vice President, Chief Financial Officer and Treasurer
March 26, 1997 /s/Robert E. Wrightson Robert E. Wrightson Senior Vice President and Controller
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
March 26, 1997 /s/William D. Walsh William D. Walsh, Chairman of the Board
March 26, 1997 /s/W. Roger Curry W. Roger Curry President, Chief Executive Officer and Director
March 26, 1997 /s/G. Robert Evans G. Robert Evans, Director
March 26, 1997 /s/Paul B. Guenther Paul B. Guenther, Director
March 26, 1997 /s/John M. Lillie John M. Lillie, Director
CONSOLIDATED FREIGHTWAYS CORPORATION FORM 10-K Year Ended December 31, 1996
___________________________________________________________________________
INDEX TO FINANCIAL INFORMATION
Consolidated Freightways Corporation and Subsidiaries
The following Consolidated Financial Statements of Consolidated Freightways Corporation and Subsidiaries appearing on pages 12 through 21, inclusive, of the Company's 1996 Annual Report to Shareholders are incorporated herein by reference:
Report of Independent Public Accountants
Consolidated Balance Sheets - December 31, 1996 and 1995
Statements of Consolidated Operations - Years Ended December 31, 1996, 1995 and 1994
Statements of Consolidated Cash Flows - Years Ended December 31, 1996, 1995 and 1994
Statements of Consolidated Shareholders' Equity - Years Ended December 31, 1996, 1995 and 1994
Notes to Consolidated Financial Statements
In addition to the above, the following consolidated financial information is filed as part of this Form 10-K:
Page
Consent of Independent Public Accountants 14
Report of Independent Public Accountants 14
Schedule II - Valuation and Qualifying Accounts 15
The other schedules have been omitted because either (1) they are neither required nor applicable or (2) the required information has been included in the consolidated financial statements or notes thereto.
SIGNATURE
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our reports included and incorporated by reference in this Form 10-K, into the Company's previously filed Registration Statement File Nos. 333- 16851 and 333-16835.
/s/Arthur Andersen LLP ARTHUR ANDERSEN LLP
Portland, Oregon March 26, 1997
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Shareholders and Board of Directors of Consolidated Freightways Corporation:
We have audited in accordance with generally accepted auditing standards, the consolidated financial statements included in Consolidated Freightways Corporation's 1996 Annual Report to Shareholders incorporated by reference in this Form 10-K, and have issued our report thereon dated January 23, 1997. Our audit was made for the purpose of forming an opinion on those statements taken as a whole. The schedule on page 15 is the responsibility of the Company's management and is presented for the purpose of complying with the Securities and Exchange Commission's rules and is not part of the basic financial statements. This schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, fairly states in all material respects the financial data required to be set forth therein in relation to the basic financial statements taken as a whole.
/s/Arthur Andersen LLP ARTHUR ANDERSEN LLP
Portland, Oregon January 23, 1997
SCHEDULE II
CONSOLIDATED FREIGHTWAYS CORPORATION VALUATION AND QUALIFYING ACCOUNTS THREE YEARS ENDED DECEMBER 31, 1996 (In thousands)
DESCRIPTION
ALLOWANCE FOR DOUBTFUL ACCOUNTS
ADDITIONS BALANCE AT CHARGED TO CHARGED TO BALANCE AT BEGINNING COSTS AND OTHER END OF PERIOD EXPENSES ACCOUNTS DEDUCTIONS PERIOD
1996 $ 9,349 $ 6,534 $ - $ (6,191)(a) $ 9,692
1995 $11,049 $ 2,326 $ - $ (4,026)(a) $ 9,349
1994 $12,274 $ 1,930 $ - $ (3,155)(a) $11,049
a) Accounts written off net of recoveries.
INDEX TO EXHIBITS ITEM 14(a)(3)
Exhibit No.
(2) Plan of acquisition, reorganization, arrangement, liquidation or succession.
2.1 Distribution Agreement between Consolidated Freightways Corporation and Consolidated Freightways, Inc., dated November 25, 1996. (*)
(4) Articles of incorporation and bylaws:
4.1 Amended and Restated Certificate of Incorporation of Consolidated Freightways Corporation. (*) 4.2 Amended and Restated Bylaws of Consolidated Freightways Corporation. (*)
(10) Material Contracts:
10.1 Transition Services Agreement between Consolidated Freightways Corporation and CNF Service Company, Inc., dated as of December 2, 1996. (*) 10.2 Alternative Dispute Resolution Agreement Between Consolidated Freightways Corporation and Consolidated Freightways, Inc., dated as of December 2, 1996. (*) 10.3 Employee Benefit Matters Agreement between Consolidated Freightways Corporation and Consolidated Freightways, Inc., dated as of December 2, 1996. (*) 10.4 Tax Sharing Agreement between Consolidated Freightways Corporation and Consolidated Freightways, Inc., dated as of December 2, 1996. (*) 10.5 Reimbursement and Indemnification Agreement between Consolidated Freightways Corporation of Delaware and Consolidated Freightways, Inc., dated as of October 1, 1996. (*) 10.6 Consolidated Freightways Corporation 1996 Stock Option and Incentive Plan. (*)(#) 10.7 Loan and Security Agreement among Consolidated Freightways Corporation of Delaware, BankAmerica Business Credit Inc. and various other financial institutions dated as of November 27, 1996. 10.8 Consolidated Freightways Corporation 1996 Restricted Stock Award Agreements. (#) 10.9 Consolidated Freightways Corporation Senior Executive Incentive Plan for 1997. (#) 10.10 Consolidated Freightways Corporation Deferred Compensation Plan for Executives. (#) 10.11 Consolidated Freightways Corporation Supplemental Executive Retirement Plan. (#) 10.12 Consolidated Freightways Inc. Executive Split-Dollar Life Insurance Plan. (#)
(13) Annual Report to Security Holders:
Consolidated Freightways Corporation 1996 Annual Report to Shareholders. (Only those portions referenced herein are incorporated in this Form 10-K. Other portions such as the "Letter to Shareholders" are not required and therefore not "filed" as part of this Form 10-K.)
(*) Previously filed with the Securities and Exchange Commission and incorporated by reference. (#) Designates a contract or compensation plan for Management or Directors.
INDEX TO EXHIBITS ITEM 14(a)(3)
Exhibit No.
(21) Significant Subsidiaries of the Company
(27) Financial Data Schedule
(99) Additional Exhibits
99.1 Press Release dated December 3, 1996. (*)
(*) Previously filed with the Securities and Exchange Commission and incorporated by reference.


Item 1. Business
PruTech Research and Development Partnership III (the ``Registrant''), a California limited partnership, was formed on June 2, 1986 and will terminate on December 31, 2006 unless terminated sooner under the provisions of the Agreement of Limited Partnership (the ``Partnership Agreement''). The Registrant was formed to seek cash flow from the research and development of new technologies with potential commercial applications with proceeds raised from the initial sale of 40,934 depositary units (``Units''). The General Partner also contributed an amount equal to 10% of the gross proceeds raised by the sale of Units. The Registrant's fiscal year for book and tax purposes ends on December 31.
The Registrant entered into total commitments of $30.1 million for ten research and development projects in both publicly and privately held companies all of which have been fully funded. The Registrant also made equity investments in some of these companies. As of December 31, 1996, the Registrant held equity investments and/or royalty rights, which had value at December 31, 1996 or were active during the year then ended, relating to four companies. For more information regarding the Registrant's operations, see Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations.
The Registrant is engaged solely in the business of research and development; therefore, presentation of industry segment information is not applicable.
For the years ended December 31, 1996, 1995 and 1994, revenue from the following portfolio company investments exceeded 15% of the Registrant's total revenue:
General Partner
The general partner of the Registrant is R&D Funding Corp (the ``General Partner''), an affiliate of Prudential Securities Incorporated (``PSI''). Both the General Partner and PSI are wholly-owned subsidiaries of Prudential Securities Group Inc. In its capacity as General Partner, R&D Funding Corp was responsible for locating, evaluating, negotiating and structuring the Registrant's research and development projects and continues to monitor these projects. R&D Funding Corp is also responsible for the management of and provides the administrative services necessary for the operation of the Registrant. The assignor limited partner is Prudential-Bache Investor Services Inc., an affiliate of the General Partner, who has assigned substantially all the rights attributable to its limited partnership interest to investors.
Competition
The companies in which the Registrant holds equity investments and royalty rights faced substantial competition in the markets for their products and technologies. There are no assurances that the Registrant's investments will not decline in value due to the development by others of technologically superior products.
Employees
The Registrant has no employees. Management and administrative services for the Registrant are performed by the General Partner and its affiliates pursuant to the Partnership Agreement. See Notes B and G to the financial statements in the Registrant's annual report to limited partners for the year ended December 31, 1996 (``Registrant's 1996 Annual Report'') which is filed as an exhibit hereto.
Investment Portfolio Summary
For a description of the companies in which the Registrant's investments or royalty rights were active during 1996, see page 2 of the Registrant's 1996 Annual Report which is filed as an exhibit hereto.
Item 2.

Item 2. Properties
The Registrant does not own or lease any property.
Item 3.

Item 3. Legal Proceedings
This information is incorporated by reference to Note H to the financial statements in the Registrant's 1996 Annual Report which is filed as an exhibit hereto.
Item 4.

Item 4. Submission of Matters to a Vote of Unitholders
None
PART II
Item 5.

Item 5. Market for the Registrant's Units and Related Unitholder Matters
As of March 3, 1997, there were 3,050 holders of record owning 40,934 Units. A significant secondary market for the Units has not developed and it is not expected that one will develop in the future. There are also certain restrictions set forth in Article 8 of the Partnership Agreement limiting the ability of the Unitholders to transfer Units. Consequently, holders of Units may not be able to liquidate their investments in the event of an emergency or for any other reason.
The following per Unit cash distributions were paid to Unitholders during the following calendar quarters:
There are no material restrictions upon the Registrant's present or future ability to make distributions in accordance with the provisions of the Partnership Agreement. The Registrant paid a distribution of approximately $3,639,000 during 1996 of which approximately $3,275,000 ($80 per unit) was paid to the limited partners and the remainder to the General Partner. The source for the 1996 distribution was the January 1996 sale of the Registrant's remaining 75,000 shares of Forest Laboratories, Inc. common stock for proceeds of approximately $3,600,000. The amount to be distributed by the Registrant in future quarters will be based on the extent to which the market value of its investments can be realized, and to a lesser extent, from the revenue stream from royalties and interest income. It is not expected that the Registrant's eventual total distributions will equal the Unitholder's initial investments.
Item 6.

Item 6. Selected Financial Data
The following table presents selected financial data of the Registrant. This data should be read in conjunction with the financial statements of the Registrant and the notes thereto on pages 3 through 12 of the Registrant's 1996 Annual Report which is filed as an exhibit hereto.
Item 7.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
This information is incorporated by reference to pages 13 and 14 of the Registrant's 1996 Annual Report which is filed as an exhibit hereto.
Item 8.

Item 8. Financial Statements and Supplementary Data
The financial statements are incorporated by reference to pages 3 through 12 of the Registrant's 1996 Annual Report which is filed as an exhibit hereto.
Item 9.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Reference is made to the Registrant's Current Report on Form 8-K dated June 25, 1996, as filed with the Securities and Exchange Commission on June 28, 1996 regarding the change in the Registrant's certifying accountant from Deloitte & Touche LLP to Price Waterhouse LLP.
PART III
Item 10.

Item 10. Directors and Executive Officers of the Registrant
There are no directors or executive officers of the Registrant. The Registrant is managed by the General Partner.
The General Partner's directors and executive officers, and any persons holding more than ten percent of the Registrant's Units (``Ten Percent Owners'') are required to report their initial ownership of such Units and any subsequent changes in that ownership to the Securities and Exchange Commission on Forms 3, 4 and 5. Such executive officers, directors and Ten Percent Owners are required by Securities and Exchange Commission regulations to furnish the Registrant with copies of all Forms 3, 4 or 5 they file. All of these requirements were satisfied on a timely basis. In making these disclosures, the Registrant has relied solely on written representations of the General Partner's directors and executive officers or copies of the reports they have filed with the Securities and Exchange Commission during and with respect to its most recent fiscal year.
The directors and executive officers of R&D Funding Corp and their positions with regard to managing the Registrant are as follows:
Name Position Thomas F. Lynch, III Chief Executive Officer, Chairman of the Board of Directors and Director Michael S. Hasley President Barbara J. Brooks Vice President--Finance and Chief Financial Officer Steven Carlino Vice President and Chief Accounting Officer Frank W. Giordano Director Nathalie P. Maio Director
THOMAS F. LYNCH, III, age 38, is the Chief Executive Officer, Chairman of the Board of Directors and a Director of R&D Funding Corp. He is a Senior Vice President of PSI. Mr. Lynch also serves in various capacities for other affiliated companies. Mr. Lynch joined PSI in November 1989.
MICHAEL S. HASLEY, age 42, is the President of R&D Funding Corp. He is also a Senior Vice President of PSI. Mr. Hasley joined R&D Funding Corp and PSI in October 1986.
BARBARA J. BROOKS, age 48, is the Vice President-Finance and Chief Financial Officer of R&D Funding Corp. She is a Senior Vice President of PSI. Ms. Brooks also serves in various capacities for other affiliated companies. She has held several positions within PSI since 1983. Ms. Brooks is a certified public accountant.
STEVEN CARLINO, age 33, is a Vice President of R&D Funding Corp. He is a First Vice President of PSI. Mr. Carlino also serves in various capacities for other affiliated companies. Prior to joining PSI in October 1992, he was with Ernst & Young for six years. Mr. Carlino is a certified public accountant.
FRANK W. GIORDANO, age 54, is a Director of R&D Funding Corp. He is a Senior Vice President of PSI and an Executive Vice President and General Counsel of Prudential Mutual Fund Management, Inc., an affiliate of PSI. Mr. Giordano also serves in various capacities for other affiliated companies. He has been with PSI since July 1967.
NATHALIE P. MAIO, age 46, is a Director of R&D Funding Corp. She is a Senior Vice President and Deputy General Counsel of PSI and supervises non-litigation legal work for PSI. She joined PSI's Law Department in 1983; presently, she also serves in various capacities for other affiliated companies.
During July 1996, Michael S. Hasley replaced Russell L. Allen as President of R&D Funding Corp and Russell L. Allen and Barbara J. Brooks resigned as Directors.
There are no family relationships among any of the foregoing directors or executive officers. All of the foregoing directors and executive officers have indefinite terms.
Item 11.

Item 11. Executive Compensation
The Registrant does not pay or accrue any fees, salaries or any other form of compensation to directors and officers of the General Partner for their services. Certain officers and directors of the General Partner
receive compensation from affiliates of the General Partner, not from the Registrant, for services performed for various affiliated entities, which may include services performed for the Registrant; however, the General Partner believes that any compensation attributable to services performed for the Registrant is immaterial. See Item 13 Certain Relationships and Related Transactions for information regarding compensation to the General Partner.
Item 12.

Item 12. Security Ownership of Certain Beneficial Owners and Management
As of March 3, 1997, no director or executive officer of the General Partner owns directly or beneficially any interest in the voting securities of the General Partner.
As of March 3, 1997, no director or executive officer of the General Partner owns directly or beneficially any of the Units issued by the Registrant.
As of March 3, 1997, no Unitholder beneficially owns more than five percent (5%) of the Units issued by the Registrant.
Item 13.

Item 13. Certain Relationships and Related Transactions
The Registrant has and will continue to have certain relationships with the General Partner and its affiliates. There have been no direct financial transactions between the Registrant and the directors or officers of the General Partner.
Reference is made to Notes B and G to the financial statements in the Registrant's 1996 Annual Report which is filed as an exhibit hereto, which identify the related parties and discuss the services provided by these parties and the amounts paid or payable for their services.
PART IV
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
PruTech Research and Development Partnership III
By: R&D Funding Corp A Delaware corporation, General Partner By: /s/ Steven Carlino Date: March 27, 1997 ---------------------------------------- Steven Carlino Vice President and Chief Accounting Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities (with respect to the General Partner) and on the dates indicated.
By: R&D Funding Corp A Delaware corporation, General Partner By: /s/ Thomas F. Lynch, III Date: March 27, 1997 ---------------------------------------- Thomas F. Lynch, III Chief Executive Officer, Chairman of the Board of Directors and Director
By: /s/ Michael S. Hasley Date: March 27, 1997 ---------------------------------------- Michael S. Hasley President
By: /s/ Barbara J. Brooks Date: March 27, 1997 ---------------------------------------- Barbara J. Brooks Vice President--Finance and Chief Financial Officer
By: /s/ Steven Carlino Date: March 27, 1997 ---------------------------------------- Steven Carlino Vice President
By /s/ Frank W. Giordano Date: March 27, 1997 ---------------------------------------- Frank W. Giordano Director
By /s/ Nathalie P. Maio Date: March 27, 1997 ---------------------------------------- Nathalie P. Maio Director


ITEM 1. BUSINESS - ------------------
GENERAL
The principal business of the Registrant is the manufacture and sale of scientific laboratory and technical workstations and equipment for professionals, including wood and steel furniture for use in chemistry, physics, biology and other general science laboratories, and benches for electronic light assembly and testing. Other products for laboratory use include fume hoods and accessories, apparatus benches, worksurfaces, sinks and sink assemblies, and glove boxes.
Scientific laboratory and technical workstations and equipment and related installation accounted for 100 percent of the Registrant's sales in each of the fiscal years ended April 30, 1996, 1995, and 1994.
The Registrant's products are sold principally to industrial and commercial research laboratories, educational institutions, health-care institutions and governmental entities. These products are primarily sold through purchase orders and contracts submitted by customers, through the Registrant's commissioned dealers, through a national distributor and through competitive bids submitted by the Registrant. It is common in the scientific laboratory furniture industry for customer orders to require delivery at extended future dates, because the products are frequently to be installed in buildings yet to be constructed. Changes or delays in building construction may cause further delayed delivery dates. Since prices are normally quoted on a firm basis in the industry, the Registrant bears the burden of possible increases in labor and material costs between receipt of an order and delivery of the product.
The need for working capital and the credit practices of the Registrant are comparable to those of other companies selling similar products in similar markets. Payments for products which the Registrant manufactures and installs are received over longer periods of time and require greater working capital than for manufacturers of most products. In addition, payment terms of some building projects allow for a percentage retention amount which extends the collection period of accounts receivable, thus requiring more working capital.
The principal raw materials and products manufactured by others used by the Registrant in its products are cold-rolled carbon and stainless steel, hardwood lumber and plywood, paint, chemicals, resins, hardware, plumbing and electrical fittings. Such materials and products are purchased from multiple suppliers and are readily available.
The Registrant holds various patents and patent rights but does not consider that its success or growth is dependent upon its patents or patent rights. The Registrant's business is not dependent upon licenses, franchises or concessions.
The Registrant's scientific laboratory and technical workstation and equipment business is neither cyclical nor seasonal, nor is it dependent on any one or a few customers. However, sales to VWR Corporation ("VWR Scientific") represented 14 percent, 17 percent, and 13 percent of the Registrant's total sales, for fiscal years 1996, 1995, and 1994, respectively. VWR Scientific is a distributor of the Registrant's products. In the event that VWR Scientific were not a sales channel, the Registrant would distribute these products through its other sales agents, dealers, and direct sales force or through another outside distributor or distributors.
The Registrant's sales backlog as of April 30, 1996 was $23.2 million compared to $24.1 million and $25.3 million as of April 30, 1995 and 1994, respectively. In the Registrant's business, planning for purchases frequently commences several years before installation; therefore, increases and decreases in the business activities of the Registrant usually trail the normal economic cycle. It is expected that the amount of the backlog as of the beginning of the fiscal year, together with orders received for current delivery, will be sufficient to permit the Registrant to operate at satisfactory levels during the current year. All but $281,000 of the backlog as of the beginning of the current fiscal year is scheduled for shipment during the year; however, it may reasonably be expected that delays in shipments will occur because of customer rescheduling or delay in completion of buildings in which the Registrant's products are to be installed. Based on past experience, the Registrant expects that more than 90 percent of its backlog scheduled for shipment in the current fiscal year will be shipped in the current fiscal year.
COMPETITION
The scientific laboratory and technical workstation and equipment industry is highly competitive. The Registrant believes that the principal competitive factors in the scientific laboratory and technical workstation and equipment industry are price, product performance, and customer service. A substantial portion of the business of the Registrant is based upon competitive public bidding.
RESEARCH AND DEVELOPMENT
The amount spent during the fiscal year ended April 30, 1996 on company-sponsored research and development activities related to new products or services or improvement of existing products or services was $591,972. The amounts spent for similar purposes in the fiscal years ended April 30, 1995 and 1994 were $527,647 and $490,481, respectively. Six professional employees were engaged in such research at April 30, 1996.
ENVIRONMENTAL COMPLIANCE
In the last three fiscal years, compliance with federal, state or local provisions enacted or adopted regulating the discharge of materials into the environment has had no material effect on the Registrant. There are no material capital expenditures anticipated for such purposes, and no material effect therefrom is anticipated on the earnings or competitive position of the Registrant.
EMPLOYEES
The number of persons employed by the Registrant at April 30, 1996 was 499.
ITEM 2.

ITEM 2. PROPERTIES - --------------------
The Registrant owns and operates three plants in Statesville, North Carolina and one in Lockhart, Texas. The plants are involved in the production of scientific laboratory and technical workstations and equipment.
The plants in Statesville, North Carolina are located in three separate adjacent buildings which contain manufacturing facilities. Office, engineering and drafting personnel and facilities are located in two of the three buildings. The Registrant's corporate offices are located in the largest building. The plant buildings together comprise approximately 382,000 square feet and are located on approximately 20 acres of land. In addition, the Registrant leases a warehouse of 22,000 square feet in Statesville, North Carolina.
The plant in Lockhart, Texas is housed in a building of approximately 129,000 square feet located on approximately 30 acres. In addition, a separate 10,000 square foot office building on this site houses certain administrative personnel.
At April 30, 1996, the Registrant's land and buildings were pledged as collateral securing borrowings and letters of credit outstanding under a revolving credit facility. The Registrant believes its facilities are suitable for their respective uses and are adequate for its current needs.
ITEM 3.

ITEM 3. LEGAL PROCEEDINGS - ---------------------------
Not Applicable.
ITEM 4.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - -------------------------------------------------------------
Not Applicable.
PART II
ITEM 5.

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED - ----------------------------------------------------------- STOCKHOLDER MATTERS -------------------
Incorporated by reference from the Registrant's annual report to stockholders for the fiscal year ended April 30, 1996, page 20, sections entitled "Range of Market Prices" and "Quarterly Financial Data". As of July 12, 1996, the Registrant estimates there were approximately 1,400 stockholders of Kewaunee common shares, of which 407 were stockholders of record.
ITEM 6.

ITEM 6. SELECTED FINANCIAL DATA - ---------------------------------
Incorporated by reference from the Registrant's annual report to stockholders for the fiscal year ended April 30, 1996, pages 18-19, section entitled "Summary of Selected Financial Data".
ITEM 7.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL - ----------------------------------------------------------- CONDITION AND RESULTS OF OPERATIONS -----------------------------------
Incorporated by reference from the Registrant's annual report to stockholders for the fiscal year ended April 30, 1996, pages 6-7, section entitled "Management's Discussion and Analysis".
ITEM 8.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - -----------------------------------------------------
Incorporated by reference from the Registrant's annual report to stockholders for the fiscal year ended April 30, 1996, pages 8-20.
ITEM 9.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON - ---------------------------------------------------------- ACCOUNTING AND FINANCIAL DISCLOSURE -----------------------------------
Not Applicable.
PART III
ITEM 10.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT - ------------------------------------------------------------
(a) Incorporated by reference from the Registrant's proxy statement for use in connection with its annual meeting of stockholders to be held on August 28, 1996, pages 1-4, section entitled "Election of Directors".
(b) The names and ages of the Registrant's executive officers and their business experience during the past five years are set forth below:
Executive Officers of the Registrant ------------------------------------
Eli Manchester, Jr. was elected a director of the Registrant in November 1990. He was elected President and Chief Executive Officer of the Registrant on July 11, 1990.
T. Ronald Gewin joined the Registrant in December 1992 as Vice President of Manufacturing and has served as Vice President of Operations for the Technical Products Group since January 1996. Prior to joining the Registrant, Mr. Gewin was General Manager of a Division of the Grinnell Corporation from 1990 to 1992.
D. Michael Parker joined the Registrant in November 1990 as Director of Financial Reporting and Accounting and was promoted to Corporate Controller in November 1991. Mr. Parker has served as Vice President of Finance, Chief Financial Officer, Treasurer and Secretary since August 1995.
Ronald D. Popiel joined the Registrant in June 1993 as a plant manager and was promoted to Director of Manufacturing in August 1995. Mr. Popiel has served as Vice President of Manufacturing since January 1996. Prior to joining the Registrant, Mr. Popiel was with Arvin Industries where he served as Vice President of Manufacturing from 1977 to 1993.
James J. Rossi joined the Registrant in March 1984 as Corporate Director of Human Resources and has served as Vice President of Human Resources since January 1996.
William A. Shumaker joined the Registrant in December 1993 as Vice President of Sales and Marketing. Prior to joining the Registrant, Mr. Shumaker was with the St. Charles Companies of St. Charles, Illinois, where he served as Vice President of Sales and Marketing with their Institutional Division from 1989 to 1993 and held various other sales and customer service positions from 1969 through 1989.
ITEM 11.

ITEM 11. EXECUTIVE COMPENSATION - --------------------------------
Incorporated by reference from the Registrant's proxy statement for use in connection with its annual meeting of stockholders to be held on August 28, 1996, page 5, section entitled "Executive Compensation," page 6, section entitled "Option Grants in Last Fiscal Year," page 6, section entitled "Aggregate Option Exercises in Last Fiscal Year and Option Values at Fiscal Year-End," pages 8-9, section entitled "Compensation Committee Report on Executive Compensation," and page 14, section entitled "Agreements with Certain Executives".
ITEM 12.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT --------------------------------------------------------------
Incorporated by reference from the Registrant's proxy statement for use in connection with its annual meeting of stockholders to be held on August 28, 1996, pages 15-16, sections entitled "Security Ownership of Directors and Executive Officers" and "Security Ownership of Certain Beneficial Owners".
ITEM 13.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS - --------------------------------------------------------
Incorporated by reference from the Registrant's proxy statement for use in connection with its annual meeting of stockholders to be held on August 28, 1996, pages 1-4, section entitled "Election of Directors".
PART IV
ITEM 14.

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K ---------------------------------------------------------------
The following documents are filed or incorporated by reference as part of this report:
All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and, therefore, have been omitted.
(a)(3) Exhibits --------
Exhibits required by Item 601 of Regulation S-K are listed in the Exhibit Index which is attached hereto at pages S-2 through S-4 and which is incorporated herein by reference.
(b) Reports on Form 8-K -------------------
No reports on Form 8-K were filed during the fourth quarter of the Registrant's fiscal year ended April 30, 1996.
____________________
. Matters incorporated by reference from the Registrant's annual report to stockholders for the year ended April 30, 1996.
INDEPENDENT AUDITORS' REPORT
To the Stockholders and Board of Directors Kewaunee Scientific Corporation Statesville, North Carolina
We have audited the balance sheets of Kewaunee Scientific Corporation as of April 30, 1996 and 1995, and the related statements of operations and retained earnings, and of cash flows for each of the three years in the period ended April 30, 1996; such financial statements are included in your 1996 Annual Report to Stockholders. Our audits also included the financial statement schedule listed in the Index at Item 14(a)(2). These financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on the financial statements and financial statement schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material respects, the financial position of Kewaunee Scientific Corporation as of April 30, 1996 and 1995, and the results of its operations and its cash flows for each of the three years in the period ended April 30, 1996 in conformity with generally accepted accounting principles. Also, in our opinion, such financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.
Deloitte & Touche LLP May 31, 1996
Schedule II
Kewaunee Scientific Corporation Valuation and Qualifying Accounts ($ in thousands)
* Uncollectible accounts written off, net of recoveries.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
KEWAUNEE SCIENTIFIC CORPORATION
By: /s/ Eli Manchester -------------------------------------- Eli Manchester, Jr. President and Chief Executive Officer
Date: July 24, 1996
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
(i) Principal Executive Officer ) ) /s/ Eli Manchester, Jr. ) -------------------------------------- ) Eli Manchester, Jr. ) President and Chief Executive Officer ) ) (ii) Principal Financial and Accounting Officer ) ) /s/ D. Michael Parker ) -------------------------------------- ) D. Michael Parker ) Vice President-Finance, Chief Financial Officer ) Treasurer and Secretary ) ) (iii) A majority of the Board of Directors: ) July 24, 1996 )
S-1
KEWAUNEE SCIENTIFIC CORPORATION
Exhibit Index -------------
S-2
_________________
All footnotes located on page S-5
S-3
__________________
All footnotes located on page S-5
(All other exhibits are either inapplicable or not required.)
S-4
__________________
All footnotes located on page S-5
Footnotes ---------
(1) Appearing only in the manually signed, original Form 10-K filed with the Securities and Exchange Commission.
(2) Filed as an exhibit to the Kewaunee Scientific Corporation Annual Report to the Securities and Exchange Commission on Form 10-K (Commission File No. 0-5286) for the fiscal year ended April 30, 1987, and incorporated herein by reference.
(3) Filed as an exhibit to the Kewaunee Scientific Corporation Annual Report to the Securities and Exchange Commission on Form 10-K (Commission File No. 0-5286) for the fiscal year ended April 30, 1985, and incorporated herein by reference.
(4) Filed as an exhibit to the Kewaunee Scientific Corporation Annual Report to the Securities and Exchange Commission on Form 10-K (Commission File No. 0-5286) for the fiscal year ended April 30, 1985, and incorporated herein by reference.
(5) Filed as an exhibit to the Kewaunee Scientific Corporation Proxy Statement dated July 30, 1982, and incorporated herein by reference.
(6) Filed as an exhibit to the Kewaunee Scientific Corporation Annual Report to the Securities and Exchange Commission on Form 10-K (Commission File No. 0-5286) for the fiscal year ended April 30, 1989, and incorporated herein by reference.
(7) Filed as an exhibit to the Kewaunee Scientific Corporation Annual Report to the Securities and Exchange Commission on Form 10-K (Commission File No. 0-5286) for the fiscal year ended April 30, 1991, and incorporated herein by reference.
(8) Filed as an exhibit to the Kewaunee Scientific Corporation Proxy Statement dated July 26, 1991, and incorporated herein by reference.
(9) Filed as an exhibit to the Kewaunee Scientific Corporation Annual Report to the Securities and Exchange Commission on Form 10-K (Commission File No. 0-5286) for the fiscal year ended April 30, 1992, and incorporated herein by reference.
(10) Filed as an exhibit to the Kewaunee Scientific Corporation Annual Report to the Securities and Exchange Commission on Form 10-K (Commission File No. 0-5286) for the fiscal year ended April 30, 1993, and incorporated herein by reference.
(11) Filed as an exhibit to the Kewaunee Scientific Corporation Proxy Statement dated July 23, 1993, and incorporated herein by reference.
(12) Filed as an exhibit to the Kewaunee Scientific Corporation Annual Report to the Securities and Exchange Commission on Form 10-K (Commission File No. 0-5286) for the fiscal year ended April 30, 1994, and incorporated herein by reference.
(13) Filed as an exhibit to the Kewaunee Scientific Corporation Annual Report to the Securities and Exchange Commission on Form 10-K (Commission File No. 0-5286) for the fiscal year ended April 30, 1995, and incorporated herein by reference.
S-5