UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
December 14, 2004
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Date of Report (Date of earliest event reported)
CNF Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-5046 94-1444798
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(State or other (Commission (IRS Employer
jurisdiction File Number) Identification No.)
of incorporation)
3240 Hillview Avenue, Palo Alto, California 94304
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(650) 494-2900
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligations of the registrant
under any of the following provisions (see General Instruction A.2
below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On December 14, 2004, Eberhard G. H. Schmoller, who is retiring as Senior
Vice President, General Counsel and Corporate Secretary of CNF Inc., entered
into a Severance Agreement and Release with CNF. A copy of the Severance
Agreement and Release is filed with this report as Exhibit 99.1 and is
incorporated herein by reference. The foregoing description of the Severance
Agreement and Release is qualified in its entirety by reference to such
exhibit.
Item 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
On December 14, 2004, CNF Inc. issued a press release announcing that
Jennifer Rosenfeld Pileggi has been named Senior Vice President, General
Counsel and Corporate Secretary of CNF Inc., effective December 28, 2004,
succeeding Eberhard G. H. Schmoller, who is retiring. A copy of the press
release is filed with this report as Exhibit 99.2 and is incorporated herein
by reference. The foregoing description of the press release is qualified
in its entirety by reference to such exhibit.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
December 14, 2004.
CNF Inc.
(Registrant)
/s/ Chutta Ratnathicam
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Chutta Ratnathicam
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
Exhibit 99.1 Severance Agreement and Release dated December 14, 2004
between Eberhard G.H. Schmoller and CNF Inc.
Exhibit 99.2 Press release dated December 14, 2004 announcing that Jennifer
Rosenfeld Pileggi has been named Senior Vice President,General
Counsel and Corporate Secretary of CNF Inc., succeeding
Eberhard G. H. Schmoller.