UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
May 30, 2002
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(Date of earliest event report)
CNF Inc.
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(Exact name of registrant as specified in charter)
Delaware 1-5046 94-1444798
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation or Number)
organization)
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
PAGE 2
Item 4. Changes in Registrant's Certifying Accountant.
On May 30, 2002, CNF Inc. ("CNF") determined, for itself and its
subsidiaries, to dismiss its independent auditors, Arthur Andersen
LLP, and to engage the services of KPMG LLP as its new independent
auditors. The change in auditors became effective on May 30, 2002.
This determination followed CNF's decision to seek proposals from
independent accountants to audit the financial statements of CNF and
its consolidated subsidiaries, and was approved by CNF's Board of
Directors upon the recommendation of its Audit Committee. KPMG LLP
will audit the financial statements of CNF and its consolidated
subsidiaries for the fiscal year ending December 31, 2002.
During the two most recent fiscal years of CNF and its
consolidated subsidiaries ended December 31, 2001, and the subsequent
interim period through May 30, 2002, there were no disagreements
between CNF and Arthur Andersen on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or
procedure, which disagreements, if not resolved to Arthur Andersen's
satisfaction, would have caused Arthur Andersen to make reference to
the subject matter of the disagreement in connection with its reports.
None of the reportable events described under Item 304(a)(1)(v)
of Regulation S-K occurred within the two most recent fiscal years of
CNF ended December 31, 2001 or within the interim period through May
30, 2002.
The audit reports of Arthur Andersen on the consolidated
financial statements of CNF as of and for the fiscal years ended
December 31, 2000 and 2001 did not contain any adverse opinion or
disclaimer of opinion, nor were they qualified or modified as to
uncertainty, audit scope or accounting principles. A letter from
Arthur Andersen is attached hereto as Exhibit 16.1.
During the two most recent fiscal years of CNF ended December 31,
2001, and the subsequent interim period through May 30, 2002, CNF did
not consult with KPMG LLP regarding any of the matters or events set
forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(c) Exhibits
16.1 Letter of Arthur Andersen LLP regarding change in
certifying accountant.
PAGE 3
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.
CNF Inc.
(Registrant)
May 30, 2002 /s/Chutta Ratnathicam
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Chutta Ratnathicam
Senior Vice President and
Chief Financial Officer