Edgar Filing: CD&L INC - Form DEF 14A

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. _)

Filed by the Registrant |X|
Filed by a Party other than the Registrant [ ]

Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|X| Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12

CD&L, Inc.

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(Name of Registrant as Specified in Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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|X| No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
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determined):_________________________________________________

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with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11 (a) (2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
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1. Amount Previously Paid:

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[GRAPHIC OMITTED]

Dear Stockholder:

On behalf of the Board of Directors, you are cordially invited to
attend the Annual Meeting of Stockholders of CD&L, Inc. (the "Company") to be
held at the offices of Lowenstein Sandler PC, 65 Livingston Avenue, Roseland,
New Jersey 07068 on Wednesday, June 2, 2004 at 10:00 a.m.

The enclosed Notice of Meeting and the accompanying Proxy Statement
describe the business to be conducted at the Meeting. Enclosed is a copy of the
Company's 2003 Annual Report on Form 10-K, which contains certain information
regarding the Company and its results for 2003.

It is important that your shares of Common Stock be represented and
voted at the Meeting. Accordingly, regardless of whether you plan to attend in
person, please complete, date, sign and return the enclosed proxy card in the
envelope provided, which requires no postage if mailed in the United States.
Even if you return a signed proxy card, you may still attend the Meeting and
vote your shares in person. Every stockholder's vote is important, whether you
own a few shares or many.

I look forward to seeing you at the Annual Meeting.

Sincerely,

Albert W. Van Ness, Jr.
Chairman of the Board
and Chief Executive Officer
May 3, 2004
South Hackensack, New Jersey

[GRAPHIC OMITTED]

CD&L, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

June 2, 2004

The Annual Meeting of Stockholders (the "Meeting") of CD&L, Inc. (the
"Company") will be held at the offices of Lowenstein Sandler PC, 65 Livingston
Avenue, Roseland, New Jersey 07068 on Wednesday, June 2, 2004 at 10:00 a.m., to
consider and act upon the following:

1. The election of three directors.
2. The transaction of such other business as may properly come
before the Meeting or any adjournments or postponements
thereof.

Only holders of record of the Company's Common Stock, par value $.001
per share, at the close of business on April 23, 2004 will be entitled to vote
at the Meeting.

BY ORDER OF THE BOARD OF DIRECTORS

Mark T. Carlesimo
Secretary

May 3, 2004
South Hackensack, New Jersey

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, MANAGEMENT URGES YOU TO
DATE, SIGN AND MAIL THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN THE ENCLOSED
ENVELOPE. YOU MAY REVOKE THE PROXY AT ANY TIME PRIOR TO ITS EXERCISE.

[GRAPHIC OMITTED]

CD&L, Inc.
80 Wesley Street
South Hackensack, New Jersey 07606
201.487.7740

ANNUAL MEETING OF STOCKHOLDERS
June 2, 2004

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PROXY STATEMENT

The enclosed proxy is solicited by the Board of Directors of CD&L, Inc.
(the "Company") for use at the Annual Meeting of Stockholders to be held at the
offices of Lowenstein Sandler PC, 65 Livingston Avenue, Roseland, New Jersey
07068 on Wednesday, June 2, 2004 at 10:00 a.m., and at any adjournments or
postponements thereof (the "Meeting"). A stockholder who has voted by proxy has
the right to revoke it by giving written notice of such revocation to the
Secretary of the Company at any time before it is voted, by submitting to the
Company a duly executed, later-dated proxy or by voting the shares subject to
such proxy by written ballot at the Meeting. The presence at the Meeting of a
stockholder who has given a proxy does not revoke such proxy unless such
stockholder files a notice of revocation or votes by written ballot.

The proxy statement and the enclosed form of proxy are first being
mailed to stockholders on or about May 3, 2004. All shares represented by valid
proxies pursuant to this solicitation (and not revoked before they are
exercised) will be voted as specified in the proxy. If a proxy is signed but no
specification is given, the shares will be voted "FOR" the proposal to elect the
Board's nominees to the Board of Directors.

The entire cost of soliciting these proxies will be borne by the
Company. The solicitation of proxies may be made by directors, officers and
regular employees of the Company or any of its subsidiaries by mail, telephone,
facsimile or telegraph or in person without additional compensation payable with
respect thereto. Arrangements will be made with brokerage houses and other
custodians, nominees and fiduciaries to forward proxy soliciting material to the
beneficial owners of stock held of record by such persons, and the Company will
reimburse them for reasonable out-of-pocket expenses incurred by them in so
doing.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

At April 23, 2004 (the "Record Date"), the Company had outstanding
7,658,660 shares of common stock, par value $.001 per share ("Common Stock").
Each holder of Common Stock will have the right to one vote for each share
standing in such holder's name on the books of the Company as of the close of
business on the Record Date with respect to each of the matters considered at
the Meeting. There is no right to cumulate votes in the election of directors.
Holders of the Common Stock will not have any dissenters' rights of appraisal in
connection with any of the matters to be voted on at the Meeting.

The presence in person or by proxy of the holders of shares entitled to
cast a majority of the votes of all shares entitled to vote will constitute a
quorum for purposes of conducting business at the Meeting. Assuming that a
quorum is present, directors will be elected by a plurality vote. Pursuant to
Delaware corporate law, abstentions and broker non-votes will be counted for the
purpose of determining whether a quorum is present and do not have an effect on
the election of directors.

Based upon information available to the Company, the following
stockholders beneficially owned more than 5% of the Common Stock as of April 23,
2004.

NAME AND ADDRESS NUMBER OF SHARES PERCENT OF
OF BENEFICIAL OWNER BENEFICIALLY OWNED CLASS (8)(9)
------------------- ------------------ ------------

BNP Paribas 6,411,762 (1) 45.6%
Exeter Venture Lenders L.P.
Exeter Capital Partners IV, L.P.
C/O BNP Paribas
787 Seventh Avenue
New York, NY 10019

Albert W. Van Ness, Jr. 1,399,525 (2) 15.5%
80 Wesley Street
South Hackensack, NJ 07606

Michael Brooks 1,129,300 (3) 12.9%
80 Wesley Street
South Hackensack, NJ 07606

William T. Brannan 1,048,846 (4) 12.0%
80 Wesley Street
S. Hackensack, NJ 07606

Matthew J. Morahan 433,858 (5) 5.4%
80 Wesley Street
S. Hackensack, NJ 07606

Russell J. Reardon 925,622 (6) 10.8%
80 Wesley Street
S. Hackensack, NJ 07606

Vincent T. Brana 590,551 (7) 7.2%
80 Wesley Street
S. Hackensack, NJ 07606

(1) Includes 506,250 shares of Common Stock issuable upon exercise of
Warrants pursuant to the January 1999 private placement and 5,905,512
shares of Common Stock issuable upon conversion of Series A Preferred
Stock or Series B Convertible Notes issued in connection with the
Company's 2004 financial restructuring.

(2) Includes 672,814 shares of Common Stock issuable upon the exercise of
options pursuant to the Employee Stock Compensation Program which are
exercisable within 60 days of April 23, 2004 and 590,551 shares of
Common Stock issuable upon conversion of Series A Convertible Notes
issued in connection with the Company's 2004 financial restructuring.

(3) Includes 203,461 shares of Common Stock issuable upon the exercise of
options pursuant to the Employee Stock Compensation Program which are
exercisable within 60 days of April 23, 2004 and 590,551 shares of
Common Stock issuable upon conversion of Series A Convertible Notes
issued in connection with the Company's 2004 financial restructuring.

(4) Includes 344,499 shares of Common Stock issuable upon the exercise of
options pursuant to the Employee Stock Compensation Program which are
exercisable within 60 days of April 23, 2004 and 590,551 shares of
Common Stock issuable upon conversion of Series A Convertible Notes
issued in connection with the Company's 2004 financial restructuring.

(5) Includes 20,000 shares of Common Stock issuable upon the exercise of
options pursuant to the Employee Stock Compensation Program which are
exercisable within 60 days of April 23, 2004 and 196,850 shares of
Common Stock issuable upon conversion of Series A Convertible Notes
issued in connection with the Company's 2004 financial restructuring.

(6) Includes 260,833 shares of Common Stock issuable upon the exercise of
options pursuant to the Employee Stock Compensation Program which are
exercisable within 60 days of April 23, 2004 and 590,551 shares of
Common Stock issuable upon conversion of Series A Convertible Notes
issued in connection with the Company's 2004 financial restructuring.

(7) Includes 590,551 shares of Common Stock issuable upon conversion of
Series A Convertible Notes issued in connection with the Company's 2004
financial restructuring.

(8) The holders of Employee stock options, Warrants, Series A Preferred
Stock, Series A Convertible Notes and Series B Convertible Notes do not
have voting rights as holders of Common Stock until their securities
are converted. The sum of individual beneficial ownership percentages
can exceed 100% due to the nature of the calculation which, in
accordance with SEC rules, assumes for each individual that the
denominator is equal to total outstanding shares and shares which would
be outstanding upon the exercise of all options and convertible
instruments for that individual stockholder without regard to exercise
of similar instruments by any other stockholder.

(9) Also see "Voting Agreements/2004 Financial Restructuring" below.

Voting Agreements/2004 Financial Restructuring
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On December 31, 2003, the Company was indebted to BNP Paribas, Exeter
Venture Lenders L.P. and Exeter Capital Partners IV, L.P. (collectively, the
"Lenders") in the sum of approximately $11 million pursuant to a senior
subordinated note bearing interest at 12% per annum and due January 2006. On
April 14, 2004, an agreement was reached among the Company, the Lenders and
certain members of the Company's management and others (the "Investors") as to
the financial restructuring of the senior notes. As a result of that
restructuring, (a) the Company received proceeds of $1 million, (b) the Lenders
were repaid $3 million and now own Series A Preferred Stock with a liquidation
preference of $4 million (convertible into approximately 3,937,008 shares of
Common Stock) and Series B Convertible Notes in the principal sum of $4 million
due 2011 (convertible into approximately 1,968,504 shares of Common Stock), and
(c) the Investors acquired in the aggregate Series A Convertible Notes in the
principal sum of $4 million due 2011 (convertible into approximately 3,937,008
shares of Common Stock).

Pursuant to a Stockholders Agreement, dated as of April 14, 2004,
executed in connection with the Company's 2004 restructuring, among the Company,
the Investors and the Lenders (the Investors and the Lenders referred to
collectively as the "Stockholders"), the Stockholders have agreed to vote all
shares of the voting capital stock of the Company owned by them in favor of the
following actions: (i) to fix and maintain the number of directors of the
Company at 11 if the Lenders, as holders of the Series A Preferred Stock,
exercise their rights to elect two directors to the Board of Directors (as of
the date of this proxy statement, the Lenders have not exercised that right) and
(ii) to cause and maintain the election to the Board of Directors of the Company
of three representatives designated by the Investors (initially Albert W. Van
Ness, Jr., William T. Brannan and Michael Brooks) and two representatives
designated by the Lenders as per their rights as holders of Series A Preferred
Stock should the Lenders determine in their discretion as holders of Series A
Preferred Stock to so designate directors. In addition, if (x) any principal
payment is made with respect to the Series A Convertible Notes held by the
Investors and the Series A Preferred Stock has not be converted or redeemed
prior to April 14, 2011, or (y) any specified actions are taken while the
requisite number of shares of Series A Preferred Stock are outstanding without
any required prior written consent of the holders of the majority of the
outstanding shares of Series A Preferred Stock, then the Investors shall
nominate and vote all of their shares of voting stock for three designees of the
Lenders in lieu of the three Investor directors should the Lenders choose to so
designate.

In addition, the Stockholders Agreement provides that if any
Stockholder proposes to sell or otherwise dispose of any Series A Preferred
Stock or Convertible Notes (collectively, the "Securities"), such Investor must
first give written notice to each Lender and allow each Lender to participate in
the sale on the same terms and conditions as the Investor. The Stockholders
Agreement further provides that if any Stockholder desires to transfer any of
such Stockholder's Securities, the selling Stockholder shall first deliver
written notice to the other Stockholders and the other Stockholders shall have
an option to purchase such Securities from the selling Stockholder. The
Stockholders Agreement also provides for preemptive rights so that if the
Company proposes in the future to offer for cash any shares of its capital
stock, then the Company shall first make an offering of such shares of capital
stock to each Stockholder.

PROPOSAL ONE

ELECTION OF DIRECTORS

In accordance with the Company's Second Restated Certificate of
Incorporation and By-laws, the number of directors of the Company has been set
at nine. The By-Laws of the Company divide the Board into three classes and
create staggered three year terms for the members of each class to serve. At
each annual meeting, directors are elected to fill the directorship of the class
of directors whose terms have expired. Those directors shall hold office until
the third successive annual meeting after their election and until their
successors have been elected and qualified so that the term of office of one
class of directors expires at each annual meeting.

The current members of the Board of Directors of the Company are as
follows:

Class I (Term to expire in 2006) - Albert W. Van Ness, Jr., Thomas E. Durkin III, and
John A. Simourian.

Class II (Term to expire in 2005) - Jon F. Hanson, Michael Brooks, and
Matthew J. Morahan.

Class III (Term to expire in 2004) - Marilu Marshall, William T. Brannan and
John S. Wehrle.

All persons named herein as nominees for director, Marilu Marshall,
William T. Brannan and John S. Wehrle, have consented to serve, and it is not
contemplated that any nominee will be unable to serve as a director. However, if
a nominee is unable to serve as a director, a substitute will be selected by the
Board of Directors and all proxies eligible to be voted for the Board's nominees
will be voted for such other person.

The following individuals are nominated at this Annual Meeting of
Stockholders to serve as Class III directors with a term to expire in 2007:

Marilu Marshall, William T. Brannan and John S. Wehrle.

Set forth below for each nominee and for each director whose term
continues beyond this Meeting, is his or her name, age, the year in which he or
she became a director of the Company, his or her principal occupations during
the last five years and any additional directorships in publicly-held companies.
The information is as of April 23, 2004.

Nominees

Class III
---------

William T. Brannan, 56, Director since 1994. President and Chief
Operating Officer of the Company since November 1994. From January 1991 until
October 1994, Mr. Brannan served as President, Americas Region - US Operations,
for TNT Express Worldwide, a major European-based overnight express delivery
company. Mr. Brannan has 25 years of experience in the transportation and
logistics industry.

Marilu Marshall, 59, Director since 1997. Vice President Human
Resources - North America for Estee Lauder Co. Inc. since October 1998. From
November 1987 until September 1998, Ms. Marshall served as Senior Vice-President
and General Counsel for Cunard Line Limited. Prior thereto, from July 1984 to
September 1987 Ms. Marshall served as the Vice-President and General Counsel of
GNOC, Corp., t/a Golden Nugget Hotel & Casino.

John S. Wehrle, 52, Director since 1997. Managing Partner of Gryphon
Investments, Manager of the Gryphon Holding venture capital and private equity
funds, since January 1999. From August 1997 to December 1998, Mr. Wehrle served
as President and CEO of Heartland Capital Partners, L.P. Prior thereto, Mr.
Wehrle served as Vice President and Head of Mergers & Acquisitions for A.G.
Edwards & Sons, Inc. from July 1994 to July 1997. From 1989 to 1994 Mr. Wehrle
served as Vice President-Financial Planning for The Dyson-Kissner-Moran
Corporation where he was a key participant in acquisitions and corporate
development. He also served as Managing Director of Chase Manhattan Bank, N.A.
for three years from August 1986 to October 1989 where he was engaged in the
execution of Leveraged Acquisitions. From 1976 to 1986 Mr. Wehrle held various
positions with both Price Waterhouse and Touche Ross & Co. in both New York and
London.

Continuing Directors
--------------------

Michael Brooks, 50, Director since 1995. Mr. Brooks has served as
Director of the Company since December 1995 and as Group Operations President
since December 2000. Mr. Brooks previously had been Southeast Region Manager
since August 1996 and the President of Silver Star Express, Inc., a subsidiary
of the Company, since November 1995. Prior to the merger of Silver Star Express,
Inc. into the Company, Mr. Brooks was President of Silver Star Express, Inc.
since 1988. Mr. Brooks has 25 years of experience in the same-day delivery and
distribution industries. In addition, Mr. Brooks is currently a Director of the
Express Carriers Association, an associate member of the National Small Shipment
Traffic Conference and an affiliate of the American Transportation Association.

Jon F. Hanson, 67, Director since 1997. Mr. Hanson has served as the
President and Chairman of Hampshire Management Company, a real estate investment
firm since December 1976. From April 1991 to the present, Mr. Hanson has served
as a director to the Prudential Insurance Company of America. In addition, Mr.
Hanson currently serves as a director with the United Water Resources and the
Orange and Rockland Utilities from April 1985 and September 1995, respectively.

Matthew J. Morahan, 54, Director since 2000. Mr. Morahan has been a
private investor since 1997. From 1994 until 1997, Mr. Morahan served as
Executive Vice President of the Macro Hedge Fund of Summit Capitol Advisors LLC.
Prior thereto, Mr. Morahan served as Managing Director of the High Yield
Department of Paine Webber Group from 1991 to 1994. From 1976 to 1990, he served
as Partner and Managing Director of Wertheim & Co. Mr. Morahan served as Vice
President of the Corporate Bond Department for Hornblower & Weeks, Hemphill,
Noyes & Co. from 1971 to 1976.

Albert W. Van Ness, Jr., 61, Director since 1995. Mr. Van Ness has
served as the Chairman of the Board, Chief Executive Officer and Director of
CD&L since February 1997. He was formerly the President and Chief Operating
Officer of Club Quarters, LLC, a privately held hotel management company and
remains a member partner. In the early nineties, Mr. Van Ness served as Director
of Managing People & Productivity, a senior management consulting firm. During
most of the eighties, Mr. Van Ness held various executive positions with Cunard
Line Limited, a passenger ship and luxury hotel company, including Executive
Vice President and Chief Operating Officer of the Cunard Leisure Division and
Managing Director and President of the Hotels and Resorts Division. Earlier in
his career Mr. Van Ness served as the President of Seatrain Intermodal Services,
Inc., a cargo shipping company. Mr. Van Ness held various management positions
at the start of his professional life with Ford Motor Company, Citibank and
Hertz. Mr. Van Ness majored in Sociology and Economics and received a B.A. and
M.A. degree and completed his coursework towards his doctorate in Economics. He
attended Duke University, Northern State University, South Dakota State
University and Syracuse University. Mr. Van Ness has belonged to the New York
Athletic Club, the Yale Club, the Chemists' Club and Knollwood Country Club.

Thomas E. Durkin III, 51, Director since 1999. Mr. Durkin was appointed
as Vice President of Corporate Development, General Counsel and Secretary of
Capital Environmental Resource, Inc. in October 2001. He is also a partner to
Durkin & Durkin, a New Jersey based law firm, with whom Mr. Durkin practiced as
a partner from September 1978 until September 1997. Mr. Durkin served as a
consultant to Waste Management Inc., a multibillion dollar publicly held
international solid waste management company from January 2000 to September
2001. From October 1997 through December 1999, Mr. Durkin served as area Vice
President of Business Development of Waste Management Inc. In addition, Mr.
Durkin has served as a partner of two privately held real estate brokerage
companies. Mr. Durkin graduated from Fordham University in 1975 and graduated
Cum Laude from Seton Hall University School of Law in 1978.

John A. Simourian, 69, Director since 1999. Mr. Simourian has served as
Chairman of the Board and Chief Executive Officer of Lily Transportation Corp.
("Lily"), a privately held truck leasing and dedicated logistics company, since
1958 when Mr. Simourian founded Lily. Lily currently employs approximately 750
employees and leases and or operates 4,000 vehicles out of 27 locations from New
England to North Carolina. Mr. Simourian attended Harvard University where he
received his undergraduate degree in 1957 and his graduate degree from the
Harvard Business School in 1961. In 1982 Mr. Simourian was elected to the
Harvard University Hall of Fame. Mr. Simourian also served in the United States
Navy from 1957 to 1959.

Since the adoption of the Sarbanes-Oxley Act in July 2002, there has
been a growing public and regulatory focus on the independence of directors.
Recently, the American Stock Exchange adopted amendments to its definition of
independence. Additional requirements relating to independence are imposed by
the Sarbanes-Oxley Act with respect to members of the Audit Committee. The Board
has determined that the following members of the Board satisfy the AMEX
definition of independence: Ms. Marshall and Messrs. Durkin, Hanson, Morahan,
Simourian and Wehrle.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEES FOR DIRECTOR
DESCRIBED ABOVE.

BOARD ORGANIZATION AND MEETINGS

During the year ended December 31, 2003, the Board of Directors held
four meetings. During 2003, all members of the Board of Directors attended at
least 75% of all meetings of the Board of Directors and committees of the Board
of Directors of which such director was a member. The Company has standing
Audit, Compensation and Nominating Committees of the Board of Directors. Each of
the Committees is described below.

Audit Committee. During 2003, the Audit Committee met four times. The
Audit Committee is comprised of Mr. Wehrle, Chairman, Mr. Hanson and Mr. Durkin.
The Audit Committee makes recommendations to the Board of Directors with respect
to the selection of the independent auditors of the Company's financial
statements, reviews the scope of the annual audit and meets periodically with
the Company's independent auditors to review their findings and recommendations,
reviews quarterly financial information and earnings releases prior to public
dissemination, and periodically reviews the Company's adequacy of internal
accounting controls.

Compensation Committee. During 2003, the Compensation Committee met two
times. The Compensation Committee is comprised of Ms. Marshall, Chairperson, Mr.
Durkin, Mr. Morahan and Mr. Wehrle. The Compensation Committee periodically
reviews and determines the amount and form of compensation and benefits payable
to the Company's principal executive officers and certain other management
personnel. The Compensation Committee also administers the Company's stock
option plans and certain of the Company's other employee benefit plans.

Nominating Committee. During 2003, the Nominating Committee met once.
The Nominating Committee is comprised of Messrs. Durkin, Chairman, Morahan,
Simourian and Ms. Marshall. The Nominating Committee recommends nominations for
directors, considers candidates for director vacancies and other such management
matters presented to it by the Board of Directors.

Nominating Committee Charter. The Board has adopted a Nominating
Committee charter to govern its Nominating Committee. A copy of the Nominating
Committee's charter is attached hereto as Appendix A.

Independence of Nominating Committee Members. All members of the
Nominating Committee of the Board of Directors have been determined to be
"independent directors" pursuant to the definition contained in Section 121A of
the American Stock Exchange Company Guide.

Procedures for Considering Nominations Made by Stockholders. The
Nominating Committee's charter permits the Committee to adopt procedures for
nominations to be submitted by stockholders and other third-parties, other than
candidates who have previously served on the Board or who are recommended by the
Board. The charter provides that a nomination must be delivered to the Secretary
of the Company at the principal executive offices of the Company not later than
the close of business on the 90th day nor earlier than the close of business on
the 120th day prior to the first anniversary of the preceding year's annual
meeting; provided, however, that if the date of the annual meeting is more than
30 days before or more than 60 days after such anniversary date, notice to be
timely must be so delivered not earlier than the close of business on the 120th
day prior to such annual meeting and not later than the close of business on the
later of the 90th day prior to such annual meeting or the close of business on
the 10th day following the day on which public announcement of the date of such
meeting is first made by the Company. The public announcement of an adjournment
or postponement of an annual meeting will not commence a new time period (or
extend any time period) for the giving of a notice as described above. The
charter requires a nomination notice to set forth as to each person whom the
proponent proposes to nominate for election as a director: (a) all information
relating to such person that is required to be disclosed in solicitations of
proxies for election of directors in an election contest, or is otherwise
required, in each case pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended (including such person's written consent to being named
in the proxy statement as a nominee and to serving as a director if elected),
and (b) information that will enable the Nominating Committee to determine
whether the candidate or candidates satisfy the criteria established pursuant to
the charter for director candidates.

Qualifications. The charter describes the minimum qualifications for
nominees and the qualities or skills that are necessary for directors to
possess. Each nominee:

o must satisfy any legal requirements applicable to members of
the Board;

o must have business or professional experience that will enable
such nominee to provide useful input to the Board in its
deliberations;

o must have a reputation for honesty and ethical conduct;

o must have a working knowledge of the types of responsibilities
expected of members of the board of directors of a public
company; and

o must have experience, either as a member of the board of
directors of another public or private company or in another
capacity, that demonstrates the nominee's capacity to serve in
a fiduciary position.

Identification and Evaluation of Candidates for the Board. Candidates
to serve on the Board will be identified from all available sources, including
recommendations made by stockholders. The Nominating Committee's charter
provides that there will be no differences in the manner in which the Nominating
Committee evaluates nominees recommended by stockholders and nominees
recommended by the Committee or management, except that no specific process
shall be mandated with respect to the nomination of any individuals who have
previously served on the Board. The evaluation process for individuals other
than existing Board members will include:

o a review of the information provided to the Nominating
Committee by the proponent;

o a review of reference letters from at least two sources
determined to be reputable by the Nominating Committee; and

o a personal interview of the candidate,

together with a review of such other information as the Nominating
Committee shall determine to be relevant.

Third Party Recommendations. In connection with the 2004 Annual
Meeting, the Nominating Committee did not receive any nominations from any
stockholder or group of stockholders which owned more than 5% of the Company's
Common Stock for at least one year.

Compensation of Directors

Directors who are employees of the Company do not receive additional
compensation for serving as directors. Each director who is not an employee of
the Company receives an annual retainer of $16,000 ($26,000 and $18,000 for the
Audit and Compensation Committee chairperson, respectively). The total directors
fees earned by non-employee directors in 2003 was $100,000. Directors of the
Company are reimbursed for out-of-pocket expenses incurred in their capacity as
directors of the Company. Non-employee directors also receive stock options
under the Company's 2002 Stock Option Plan for Independent Directors. During
2003, the Company granted quarterly options of 1,250 shares at fair market value
to each of the non-employee directors.

Compensation Committee Interlocks and Insider Participation

The Company's Compensation Committee is comprised currently of Ms.
Marilu Marshall, Chair, Mr. Thomas E. Durkin III, Mr. Matthew J. Morahan and Mr.
John S. Wehrle. These persons also served as members of the Compensation
Committee during 2003. None of these persons has been an officer or employee of
the Company. At present, no executive officer of the Company and no member of
its Compensation Committee is a director or compensation committee member of any
other business entity which has an executive officer that sits on the Company's
Board of Directors or Compensation Committee.

Code of Ethics

The Company has adopted a code of ethics for senior financial officers
of the Company. A copy of this code of ethics has been filed as Exhibit 14.1 to
the Company's Annual Report on Form 10-K for the year ended December 31, 2003.

Audit Committee Financial Expert

The Company has determined that John S. Wehrle, the audit committee
chairperson, is an independent audit committee financial expert as defined by
the SEC.

SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth information as of April 23, 2004 with
respect to beneficial ownership of the Common Stock by (i) each director, (ii)
each executive named in the Summary Compensation Table (the "Named Executives")
and (iii) all executive officers and directors as a group. Unless otherwise
indicated, the address of each such person is c/o CD&L, Inc., 80 Wesley Street,
South Hackensack, New Jersey 07606. All persons listed have sole voting and
investment power with respect to their shares unless otherwise indicated.

Amount of Beneficial Ownership (1)

Shares
Issuable Shares Issuable
Upon Exercise Upon Conversion
of Stock of Convertible Total Percentage
Name Shares of Options (1) Notes (2) Shares Owned (4)
---- ------ -------------- ------------ ------ ---------

Albert W. Van Ness, Jr. (5) 136,160 672,814 590,551 1,399,525 15.5%
William T. Brannan (5) 113,796 344,499 590,551 1,048,846 12.0%
Michael Brooks (5) 251,955 286,794 590,551 1,129,300 12.9%
Thomas E. Durkin III - 20,000 - 20,000 *
Jon F. Hanson 64,000(3) 28,750 - 92,750 1.2%
Marilu Marshall - 28,750 - 28,750 *
Matthew J. Morahan (5) 222,008 15,000 196,850 433,858 5.4%
John A. Simourian - 20,000 - 20,000 *
John S. Wehrle - 27,500 - 27,500 *
Russell J. Reardon (5) 74,238 260,833 590,551 925,622 10.8%
Mark T. Carlesimo (5) - 119,583 98,425 218,008 2.8%

All executive officers and
directors as a group (11 persons) 862,157 1,824,523 2,657,479 5,344,159 61.7%

------------
* Less than 1%

(1) Includes options granted pursuant to the Employee Stock Compensation
Program and the Director Plan, which are exercisable within 60 days of
April 23, 2004.

(2) Represents conversion of the Series A Convertible Notes issued in the
2004 financial restructuring with Paribas and Exeter.

(3) Represents 64,000 shares held by Ledgewood Employees Retirement Plan of
which Mr. Hanson is a beneficiary.

(4) The sum of individual beneficial ownership percentages can exceed 100%
due to the nature of the calculation which in accordance with SEC rules
assumes for each individual that the denominator is equal to total
outstanding shares and shares which would be outstanding upon the
exercise of all options and convertible instruments owned by that
individual stockholder without regard to exercise of similar
instruments by any other stockholder.

(5) See also "Voting Agreements/2004 Financial Restructuring" above.

EXECUTIVE COMPENSATION

The following table summarizes certain information relating to
compensation for services rendered during the years ended December 31, 2001,
2002 and 2003 to each person serving as the Chief Executive Officer of the
Company and each of the Company's four other most highly paid executive officers
whose compensation exceeded $100,000.

Long-Term
Annual Compensation Compensation (1)
-------------------------------------- ----------------------------------
Awards
-------------------------------------- ----------------------------------
Other Securities All
Annual Underlying Other
Compen- Options/ Compen
Name and Year Salary Bonus sation SARs sation
Principal Position ($) ($) ($)(2) (3) ($)
---------------------------------- ---- ------- -------- --------- ------------- ---------------

Albert W. Van Ness, Jr. 2003 252,875 - - - -
Chairman and Chief 2002 299,988 75,000 - 25,000 -
Executive Officer 2001 288,119 173,625 - 25,000 -

William T. Brannan 2003 299,988 - - - -
President and Chief 2002 299,988 76,229 - - -
Operating Officer 2001 275,764 39,375 - - -

Michael Brooks 2003 240,923 - - - -
Group Operations 2002 239,077 61,525 - - -
President 2001 218,461 32,500 - - -

Russell J. Reardon 2003 201,144 - - - -
Chief Financial Officer 2002 200,000 51,201 - - -
2001 185,385 37,500 - - -

Mark T. Carlesimo 2003 166,933 - - - -
General Counsel and 2002 153,173 24,163 - - -
Secretary 2001 146,154 20,250 - - -

-----------------
(1) The Company did not grant any restricted stock awards or stock
appreciation rights or make any long-term incentive plan pay-out during
the years ended December 31, 2001, 2002 and 2003.
(2) Excludes certain personal benefits, the total value of which was less
than the lesser of either $50,000 or 10% of the total annual salary and
bonus for each of the executives.
(3) Comprised solely of incentive or non-qualified stock options. See
"Stock Option Plans - Employee Stock Compensation Program."

Employment Agreements; Covenants Not To Compete

On or about November 15, 2002, Mr. Van Ness entered into an amended
Employment Agreement with the Company (the "2003 Agreement"). The 2003 Agreement
commenced on January 5, 2003 and continues through the close of business on May
1, 2008, as extended as part of the 2004 financial restructuring of the Company.
The 2003 Agreement provides for an annual salary of $250,000 per year subject to
annual increases as determined by the Compensation Committee. In addition, the
2003 Agreement provides for the right to receive an annual bonus equal to up to
100% of Mr. Van Ness' then current base salary subject to the Company attaining
certain targets. Mr. Van Ness continues to serve as the Company's Chairman of
the Board and Chief Executive Officer.

The 2003 Agreement provides that, in the event of a termination of
employment by the Company for any reason other than "cause" or "disability" (as
defined in the 2003 Agreement) or by Mr. Van Ness as a result of a material
breach by the Company, then Mr. Van Ness will be entitled to receive for the
remainder of the term all base salary due, all annual bonuses and all other
benefits and perquisites. In the event that Mr. Van Ness' employment terminates
within 360 days of a "change in control" (as defined in the 2003 Agreement), Mr.
Van Ness will be entitled to receive two times the sum of his then-current base
salary and the highest potential annual bonus during his employment with the
Company. Mr. Van Ness' employment agreement is subject to certain
non-competition, non-solicitation and anti-raiding provisions.

Effective as of May 1, 2000, Messrs. Brannan, Brooks, Reardon and
Carlesimo entered into five year employment agreements with the Company. Annual
salaries for those individuals under the agreement are currently $300,000,
$250,000, $250,000 and $185,000, respectively. As part of the 2004 financial
restructuring, the terms of those contracts were extended to December 31, 2008.

Each agreement contains identical terms and conditions (other than
salary) including covenants against competition and change in control
provisions. The change in control provision provides that if the employment with
the Company is terminated for any reason by either the employee or the Company
within six months following a change in control of the Company, the employee
will be entitled to receive a lump sum payment equal to two (2) times the sum of
employee's then current base salary plus the highest annual bonus payment made
to the employee during his employment with the Company. Each employment
agreement also contains non-competition covenants that will continue for two
years following termination of employment unless termination was by the Company
without cause or by the employee as a result of a breach of the employment
agreement by the Company in which event the covenants against competition will
cease upon termination of employment.

STOCK OPTION PLANS

Employee Stock Compensation Program and Year 2000 Stock Incentive Plan

In 1995 and 2000, the Board of Directors adopted, and the stockholders
of the Company approved, the Employee Stock Compensation Program and the Year
2000 Stock Incentive Plan, respectively (together, the "Stock Option Plans"), in
order to attract and retain qualified officers and employees of the Company, to
facilitate performance-based compensation for key employees and to provide
incentives for the participants in the Stock Option Plans to enhance the value
of the Common Stock. The Stock Option Plans are administered by the Compensation
Committee and authorize the granting of incentive stock options, non-qualified
supplementary options, stock appreciation rights, performance shares and stock
bonus awards to key employees of the Company including those employees serving
as officers or directors of the Company. The Company has reserved 1,900,000
shares of Common Stock for issuance in connection with the Employee Stock
Compensation Program and 2,100,000 shares of Common Stock for issuance in
connection with the 2000 Plan, of which approximately 1,242,303 shares from the
Stock Option Plans remain available for grant. Options granted under the Stock
Option Plans have an exercise price equal to the fair market value of the
underlying Common Stock at the date of grant and vest over a four-year period
unless otherwise agreed by the Compensation Committee of the Board of Directors
at the time of grant.

Stock Option Plan for Independent Directors

Outside directors receive options under the Company's 2002 Stock Option
Plan for Independent Directors (the "Director Plan"). The purpose of the
Director Plan is to help the Company attract and retain the most qualified
available individuals to serve as independent directors of the Company and to
encourage the highest level of participation by those persons in the Company's
achievement of its strategic goals. Under the Director Plan, an independent
director is granted an option to purchase 1,250 shares of Common Stock on each
Quarter Date, meaning the first day on which the Common Stock is traded on the
American Stock Exchange in January, April, July and October of each year. The
purchase price per share of Common Stock covered by each option is the fair
market value of a shares of Common Stock on the date the option is granted.

An option granted to an independent director under the Director Plan
becomes fully exercisable as to 100% of the shares of Common Stock covered
thereby one year after the date of grant and may be exercised as to any or all
full shares of Common Stock as to which such option is then exercisable. The
term of each option is ten years from the date of grant. In order to be eligible
to participate in the Director Plan on any Quarter Date, a director must not be
an employee as of such Quarter Date.

During 2003, the Company did not grant any stock options to purchase
Common Stock or stock appreciation rights to any of the executives named in the
Summary Compensation Table above.

The following table provides certain information relating to the
options held by the executives named in the Summary Compensation Table above.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES (1)

---------------------------------- --------------- ------------------ ---------------------- ----------------------------
Number of Securities
Underlying
Unexercised Value of Unexercised
Shares Options/SARs at In-The-Money Options/SARs
Acquired on FY-End (#) at FY-End ($)(3)
Exercise Value Realized Exercisable/ Exercisable/
Name (#)(2) ($)(2) Unexercisable Unexercisable
---------------------------------- --------------- ------------------ ---------------------- ----------------------------

Albert W. Van Ness, Jr. -- -- 672,814/0 -/-
---------------------------------- --------------- ------------------ ---------------------- ----------------------------
William T. Brannan -- -- 261,166/0 -/-
---------------------------------- --------------- ------------------ ---------------------- ----------------------------
Michael Brooks -- -- 203,461/0 -/-
---------------------------------- --------------- ------------------ ---------------------- ----------------------------
Russell J. Reardon -- -- 177,500/0 -/-
---------------------------------- --------------- ------------------ ---------------------- ----------------------------
Mark T. Carlesimo -- -- 36,250/0 -/-
---------------------------------- --------------- ------------------ ---------------------- ----------------------------

-------------
(1) No stock appreciation rights have been granted by the Company.

(2) No options were exercised in 2003.

(3) As of December 31, 2003, the fair market value of a share of Common
Stock (presumed to equal the closing sale price as reported on the
American Stock Exchange) was $.73.

Equity Compensation Plan Information

The following table gives information about the Company's Common Stock
that may be issued upon the exercise of options and rights under the Company's
1995 and 2002 Directors Stock Option Plans, Employee Stock Compensation Program
of 1995 and 2000 Stock Incentive Plan as of December 31, 2003. These plans were
the Company's only equity compensation plans in existence as of December 31,
2003.

(c)
Number of Securities
Remaining Available
For Future Issuance
(a) (b) Under Equity
To Be Issued Upon Weighted-Average Compensation Plans
Exercise of Exercise Price Of (Excluding Securities
Outstanding Options, Outstanding Options, Reflected In
Plan Category Warrants and Rights Warrants and Rights Column (a))
----------------------------- ------------------- -------------------- --------------------

Equity Compensation Plans
Approved by Stockholders..... 1,915,197 $2.93 2,284,803

Equity Compensation Plans
Not Approved by -- -- --
Stockholders................

TOTAL 1,915,197 $2.93 2,284,803
========= ===== =========

SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Company's directors,
certain officers and persons holding more than 10% of a registered class of the
Company's equity securities to file with the Securities and Exchange Commission
and to provide the Company with initial reports of ownership, reports of changes
in ownership and annual reports of ownership of Common Stock and other equity
securities of the Company. Based solely upon a review of such reports furnished
to the Company by its directors and executive officers, the Company believes
that all Section 16(a) reporting requirements were timely fulfilled during 2003.

REPORT OF COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION

Overview

All executive officers of the Company were subject to long-term
(generally five year) employment agreements which fixed the salaries and
benefits (including stock options) which expired in 2000. The Compensation
Committee was concerned during that year about retaining key management on a
long term basis. Accordingly, the Company entered into new agreements with all
key management during 2000, including Mr. Van Ness, the chief executive officer.

In approaching new employment agreements for Mr. Van Ness and the other
named executive officers, the Compensation Committee viewed compensation of
executives as having three distinct parts, a current compensation program, a set
of standard benefits and a long-term benefit program. The current compensation
element focuses upon the executive officer's salary and is designed to provide
competitive reimbursement for services rendered. The Company's standard benefit
package consists primarily of health insurance benefits and eligibility for
annual bonuses based upon performance. The long-term benefit element is
reflected in the grants of stock options.

Base Salary

Base salaries for the five highest paid executive officers of the
Company for 2003 ranged from approximately $166,000 to $300,000. Under the
employment agreements, base pay was established at levels that were considered
appropriate to retain the Company's experienced management team and to be at
competitive levels. While base pay is important, the Company's compensation
package also attempts to place significant emphasis on other areas of
compensation. Executive officers understand that significant opportunities for
substantial compensation lay in annual bonus compensation and appreciation in
the value of stock options.

Annual Incentive Plan

The incentive plan is designed to provide current compensation to
selected key employees who contribute in a substantial degree to the success of
the Company. Pursuant to the plan, executives selected by the Compensation
Committee (with the advice of the Chief Executive Officer) are entitled to cash
bonuses in the event that the Company achieves certain performance targets based
upon sales volume, levels of responsibility and goals. In addition, the Chief
Executive Officer is entitled under his employment contract to a bonus based on
performance goals set with the Compensation Committee. No bonuses were paid to
the named executive officers for 2003.

Long-Term Incentive Plan

A stockholder-approved long-term incentive plan consisting of the grant
of stock options to key employees under the Company's 1995 Employee Stock
Compensation Program and the Year 2000 Stock Incentive Plan (the "Program") is
designed to focus executive efforts on the long-term goals of the Company and to
maximize total returns to stockholders. Stock options align the interest of
employees and stockholders by providing value to the executive through stock
price appreciation only. During 2003, no stock options were granted to the named
executive officers. However, due to recent improvements in the Company's
financial condition and financial performance, the Compensation Committee has
begun to grant significant stock options to key executives in 2004 and will
continue to evaluate the desirability of making additional option grants,
including to the chief executive officer. It is anticipated that future stock
option awards will be made at the discretion of the Plan Committee (with the
advice of the Chief Executive Officer).

All of the named officers have change in control provisions as part of
their employment agreements, which generally provide for two times base salary
plus the highest annual bonus as a payment on a change in control which contain
identical terms. The Compensation Committee thought it was important for the
Company to enter into these arrangements in order to provide security to these
officers in the event of a change in control (as defined), to promote their
continued affiliation with the Company and to protect both the Company and the
stockholders by assuring continuity during a transition period related to any
change in control.

2003 Chief Executive Officer Pay

Effective as of January 5, 2000, Mr. Van Ness entered into an
employment agreement with the Company (the "2000 Agreement") commencing upon
termination of the employment agreement with the Company entered into on January
4, 1999, which was amended in 2001. Under that agreement, Mr. Van Ness receives
an annual salary of $250,000 with the right to receive an annual bonus equal to
up to 100% of Mr. Van Ness' then-current base salary based upon the Company
attaining certain targets. Mr. Van Ness has continued to serve as the Company's
Chairman of the Board and Chief Executive Officer. As part of the 2004 financial
restructuring of the Company, his employment contract was extended to December
31, 2008. See "Executive Compensation- Employment Agreements; Covenants Not to
Compete."

This report shall not be deemed incorporated by reference by any
general statement incorporating this Proxy Statement by reference to any filing
under the Securities Act of 1933, as amended, or under the Securities Exchange
Act of 1934, as amended, and shall not be deemed filed under either of such acts
except to the extent that the Company specifically incorporates this information
by reference.

This report is furnished by the Compensation Committee of the Board of
Directors.

Marilu Marshall, Chair
Thomas E. Durkin III Matthew J. Morahan John S. Wehrle

AUDIT COMMITTEE MATTERS

Audit Committee Charter. The Board has adopted an amended Audit Committee
Charter to respond to new requirements under the Sarbanes-Oxley Act. The Charter
was filed as an Exhibit to the Company's 2003 proxy statement.

Independence of Audit Committee Members. The Common Stock is listed on the
American Stock Exchange and the Company is governed by the listing standards
applicable thereto. All members of the Audit Committee of the Board of Directors
have been determined to be "independent directors" pursuant to the definition
contained in of the American Stock Exchange listing standards ss.121(A).

Audit Committee Report. In connection with the preparation and filing of the
Company's Annual Report on Form 10-K for the year ended December 31, 2003.

(1) the Audit Committee reviewed and discussed the audited financial statements
with the Company's management;

(2) the Audit Committee discussed with the Company's independent auditors the
matters required to be discussed by SAS 61;

(3) the Audit Committee received and reviewed the written disclosures and the
letter from the Company's independent auditors required by the Independence
Standards Board Standard No. 1 (Independence Discussions with Audit Committees)
and discussed with the Company's independent auditors any relationships that may
impact their objectivity and independence and satisfied itself as to the
auditor's independence; and

(4) based on the review and discussions referred to above, the Audit Committee
recommended to the Board that the audited financial statements be included in
the 2003 Annual Report on Form 10-K.

This report is furnished by the Audit Committee of the Board of Directors.

John S. Wehrle, Chairman
Jon F. Hanson Thomas E. Durkin, III

Appointment of Independent Auditors

Deloitte and Touche LLP served as the Company's independent auditors
for the fiscal year ended December 31, 2003. The Board of Directors has selected
Deloitte and Touche LLP ("Deloitte") as its independent auditors for the fiscal
year ending December 31, 2004. Representatives of Deloitte will be present at
the Meeting to answer questions. They will also have an opportunity to make a
statement if they desire and will be available to respond to appropriate
questions of the stockholders.

Accounting Fees and Other Accounting Matters

The Company has been billed the following fees for services rendered by
its principal accountant during 2003 and 2002 (in thousands):

2003 2002
-------- -------
Audit Fees $227 $219
Audit-Related Fees 38 15
Tax Fees 124 132
All Other Fees 4 -
-------- -------
Total $393 $366
======== =======

Audit-related fees consist of professional services rendered in
conjunction with the Company's various responses to an SEC comment letter. Tax
fees primarily relate to the preparation of Federal and state tax returns and
tax advice associated with those filings. All other fees include administrative
and out-of-pocket expenses incurred by the principal accountant.

The principal accountant is engaged each year by the Company's audit
committee and as such, all fees are pre-approved by the audit committee at the
beginning of each year.

Other Matters.

The Audit Committee of the Board of Directors has considered whether
the provision of information technology services and other non-audit services is
compatible with maintaining the independence of the Company's principal
accountant.

Of the time expended by the Company's principal accountant to audit the
Company's financial statements for the year ended December 31, 2003, less than
50% of such time involved work performed by persons other than the principal
accountant's full-time, permanent employees.

PERFORMANCE GRAPH

The following chart compares the cumulative total stockholder return on
the Company's Common Stock to the cumulative total return of the Standard &
Poor's 500 Stock Index and the Dow Jones Transportation Index for the Year 1999,
2000, 2001, 2002 and 2003, assuming the investment of $100 on December 31, 1998
and the reinvestment of all dividends since that date to December 31, 2003.

COMPARE 5-YEAR CUMULATIVE TOTAL RETURN
AMONG CD&L INCORPORATED,
S&P COMPOSITE AND PEER GROUP INDEX

[CHART]

ASSUMES $100 INVESTED ON JAN. 1, 1999
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING DEC. 31, 2003

PERFORMANCE GRAPH

12/31/1998 12/31/1999 12/31/2000 12/31/2001 12/31/2002 12/31/2003
------------------------------ --------------- --------------- -------------- --------------- --------------- ---------------

CD&L 100.00 114.85 13.86 11.09 19.01 23.45
DOW JONES TRANSPORTATION 100.00 90.26 96.33 94.27 91.03 112.25
S&P 500 100.00 121.04 110.02 96.95 75.52 97.18

The performance of the Company's Common Stock reflected above is not
necessarily indicative of the future performance of the Common Stock. The total
return on investment (change in the year-end stock price plus reinvested
dividends) for the period shown for the Company, the S&P 500 Index and the Dow
Jones Transportation Index is based on the stock price or composite index at
December 31, 1998.

The performance chart which appears above shall not be deemed to be
incorporated by reference by any general statement incorporating this Annual
Report by reference into any filing under the Securities Act of 1933, as
amended, or under the Exchange Act of 1934, as amended, and shall not be deemed
filed under either of such Acts except to the extent that the Company
specifically incorporates this information by reference.

CERTAIN TRANSACTIONS

Mr. Brooks and members of his immediate family own various real estate
partnerships which lease properties to Silver Star, a subsidiary of the Company
for use as terminals in Valdosta, Georgia and Dayton, Ohio. In 2003, Silver Star
paid approximately $46,000 in rent for these properties. As of January 1, 2004,
the Company is obligated to pay rentals of approximately $18,000 for the
Valdosta, Georgia property, which the Company believes to be the fair market
rental value of the property. The Dayton, Ohio lease expired in July 2003.

Mr. Simourian, a member of the Company's board of directors, is the
Chief Executive Officer of Lily Transportation Corp. ("Lily"), a privately held
truck leasing and dedicated logistics company. In 2003, Click Messenger
Services, a subsidiary of the Company, paid approximately $240,000 to Lily for
vehicle rentals.

STOCKHOLDER PROPOSALS

Any proposal intended to be presented by a stockholder at the 2005
Annual Meeting of Stockholders must be received by the Company at the address
specified below no later than the close of business on January 4, 2005 to be
considered for inclusion in the Proxy Statement for the 2005 Annual Meeting and
by March 20, 2005 in order for the proposal to be considered timely for
consideration at next year's Annual Meeting (but not included in the Proxy
Statement for such meeting). Any proposal should be addressed to Mark T.
Carlesimo, Secretary, CD&L, Inc., 80 Wesley Street, South Hackensack, New Jersey
07606 and should be sent by certified mail, return receipt requested.

COMMUNICATIONS WITH STOCKHOLDERS

The Board of Directors has established a procedure that enables
stockholders to communicate in writing with members of the Board. Any such
communication should be addressed to the Company's General Counsel and should be
sent to such individual c/o the Company. Any such communication must state, in a
conspicuous manner, that it is intended for distribution to the entire Board of
Directors. Under the procedures established by the Board, upon the General
Counsel's receipt of such a communication, the Company's Secretary will send a
copy of such communication to each member of the Board, identifying it as a
communication received from a stockholder. Absent unusual circumstances, at the
next regularly scheduled meeting of the Board held more than two days after such
communication has been distributed, the Board will consider the substance of any
such communication.

Board members are encouraged, but not required by any specific Board
policy, to attend the Company's annual meeting of stockholders. Seven of the
nine members of the Board attended the Company's 2003 annual meeting of
stockholders.

OTHER MATTERS

The Board of Directors does not know of any matters, other than those
referred to in the accompanying Notice for the Meeting, to be presented at the
Meeting for action by the stockholders. However, if any other matters are
properly brought before the Meeting or any adjournments thereof, it is intended
that votes will be cast with respect to such matters, pursuant to the proxies,
in accordance with the best judgment of the person acting under the proxies.

By Order of the Board of Directors

Mark T. Carlesimo
Secretary

May 3, 2004

A COPY OF THE COMPANY'S ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2003
ACCOMPANIES THIS PROXY STATEMENT. THE ANNUAL REPORT IS NOT TO BE REGARDED AS
PROXY SOLICITING MATERIAL NOR AS A COMMUNICATION BY MEANS OF WHICH ANY
SOLICITATION IS TO BE MADE.

THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON BEING SOLICITED BY THIS
PROXY STATEMENT, ON THE WRITTEN REQUEST OF ANY SUCH PERSON, A COPY OF THE ANNUAL
REPORT OF THE COMPANY ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003
(AS FILED WITH THE SEC), INCLUDING THE FINANCIAL STATEMENTS THERETO. ALL SUCH
REQUESTS SHOULD BE DIRECTED TO MARK T. CARLESIMO, SECRETARY, CD&L, INC., 80
WESLEY STREET, SOUTH HACKENSACK, NEW JERSEY 07606.

Appendix A

CD&L, INC.

NOMINATING COMMITTEE CHARTER

Purposes of the Nominating Committee
------------------------------------

The purposes of the Nominating Committee are:

o to consider proposals made by stockholders and others to nominate
specific individuals to the board of directors of CD&L, Inc. (the
"Company");

o to identify qualified individuals for membership on such board (the
"Board") ; and

o to recommend to the Board the director nominees for election at each
annual meeting of stockholders and at each other meeting of
stockholders at which directors are to be elected.

Membership of the Nominating Committee
--------------------------------------

The Nominating Committee:

o shall consist of not less than three members of the Board, the exact
number to be established by the board of directors from time to time;

o shall consist solely of individuals who meet the independence standards
set forth in Securities and Exchange Commission rules and in the
listing standards applicable to the Company, except to the extent that
such listing standards permit one member of such committee not to meet
such independence standards; and

o shall consist solely of members who are appointed by, and who may be
removed by, the Board.

Criteria for Nomination to the Board of Directors
-------------------------------------------------

Each individual nominated by the Nominating Committee to serve on the
Board of Directors shall, in the Nominating Committee's opinion, satisfy the
following criteria (the "Minimum Criteria") together with such other criteria as
shall be established by the Nominating Committee:

o such nominee shall satisfy any legal requirements applicable to members
of the Board;

o such nominee shall have business or professional experience that will
enable such nominee to provide useful input to the Board in its
deliberations;

o such nominee shall have a reputation for honesty and ethical conduct;

o such nominee shall have a working knowledge of the types of
responsibilities expected of members of the board of directors of a
public corporation; and

o such nominee shall have experience, either as a member of the board of
directors of another public or private corporation or in another
capacity, that demonstrates the nominee's capacity to serve in a
fiduciary position.

Procedures to be Followed with Respect to the Submission of Names for
Consideration by the Nominating Committee.

The following procedures (the "Minimum Procedures") shall be utilized
in considering any candidate for election to the Board at an annual meeting,
other than candidates who have previously served on the Board or who are
recommended by the Board. A nomination must be delivered to the Secretary of the
Company at the principal executive offices of the Company not later than the
close of business on the ninetieth (90th) day nor earlier than the close of
business on the one hundred twentieth (120th) day prior to the first anniversary
of the preceding year's annual meeting; provided, however, that if the date of
the annual meeting is more than thirty (30) days before or more than sixty (60)
days after such anniversary date, notice to be timely must be so delivered not
earlier than the close of business on the one hundred twentieth (120th) day
prior to such annual meeting and not later than the close of business on the
later of the ninetieth (90th) day prior to such annual meeting or the close of
business on the tenth (10th) day following the day on which public announcement
of the date of such meeting is first made by the Company. In no event shall the
public announcement of an adjournment or postponement of an annual meeting
commence a new time period (or extend any time period) for the giving of a
notice as described above. Such notice shall set forth as to each person whom
the proponent proposes to nominate for election as a director (a) all
information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors in an election contest, or is
otherwise required, in each case pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended (including such person's written consent to
being named in the proxy statement as a nominee and to serving as a director if
elected), and (b) information that will enable the Nominating Committee to
determine whether the candidate satisfies the Minimum Criteria and any
Additional Criteria (as defined below) established by the Nominating Committee.

In the event that a director is to be nominated at a special meeting of
stockholders or is to be elected by the Board, the Nominating Committee shall
develop procedures designed to conform, as nearly as practicable, to the
procedures applicable to elections of Board members at annual meetings.

The Nominating Committee may, but shall not be required to, develop
other procedures (the "Additional Procedures") designed to supplement the
Minimum Procedures.

Processes to be Followed in Considering Candidates
--------------------------------------------------

Candidates to serve on the Board shall be identified from such sources
as shall be available to the Nominating Committee, including without limitation
recommendations made by stockholders.

There shall be no differences in the manner in which the Nominating
Committee evaluates nominees recommended by stockholders and nominees
recommended by the committee or management, except that no specific process
shall be mandated with respect to the nomination of any individuals who have
previously served on the Board. The evaluation process shall include (i) a
review of the information provided to the Nominating Committee by the proponent,
(ii) a review of reference letters from at least two sources determined to be
reputable by the Nominating Committee and (iii) a personal interview of the
candidate, together with a review of such other information as the Nominating
Committee shall determine to be relevant.

Duties of the Nominating Committee

The Nominating Committee shall:

o determine whether other criteria (the "Additional Criteria"), beyond
the Minimum Criteria, should apply in nominating members of the Board,
such Additional Criteria to

o reflect, at a minimum, all applicable laws, rules, regulations and
listing standards applicable to the Company, and

o take into account a potential candidate's experience, areas of
expertise and other factors relative to the overall composition of the
board of directors;

o determine whether the Minimum Procedures should be supplemented with
Additional Procedures relating to the information to be submitted to
the Nominating Committee regarding prospective candidates;

o annually review the size, composition and needs of the Board and make
recommendations to the Board;

o recommend to the Board the director nominees for election at the next
annual meeting of stockholders;

o consider and recommend candidates for appointment to the Board to the
extent vacancies arise between annual meetings of stockholders;

o consider director candidates submitted by stockholders and other
third-parties, in accordance with the Minimum Procedures and any
Additional Procedures adopted by the Nominating Committee; and

o annually review the Nominating Committee charter and recommend to the
Board any changes it deems necessary or desirable.

Meetings of the Nominating Committee
------------------------------------

The Nominating Committee shall meet as often as necessary to carry out
its responsibilities, but not less than once each year. At the discretion of the
chairperson of the Nominating Committee, but at least once each year for all or
a portion of a meeting, the members of the Nominating Committee shall meet in
executive session, without any members of management present.

Additional Authority of the Nominating Committee
------------------------------------------------

The Nominating Committee shall have the authority, in its discretion,
to retain outside counsel and other advisors.

CD&L, INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

FOR THE ANNUAL MEETING OF STOCKHOLDERS

JUNE 2, 2004

The undersigned hereby appoints Russell Reardon and Mark T. Carlesimo, and each
of them, attorneys and proxies with power of substitution, to vote for and on
behalf of the undersigned at the CD&L, Inc. Annual Meeting of Stockholders to be
held on June 2, 2004 and at any adjournments or postponements thereof (the
"Meeting"), upon the following matters and upon any other business that may
properly come before the Meeting, as set forth in the related Notice of Meeting
and Proxy Statement, both of which have been received by the undersigned.

This proxy, when properly executed, will be voted in the manner directed by the
undersigned stockholder. If this proxy is executed but no direction is made,
this proxy will be voted FOR the board's nominees for director.

PLEASE INDICATE YOUR VOTE ON THE OTHER SIDE.

(CONTINUED, AND TO BE DATED AND SIGNED, ON THE OTHER SIDE)

THE BOARD OF DIRECTORS RECOMMENDS A VOTE
"FOR" PROPOSAL 1

Against all nominees
For all *(except as marked to
nominees the contrary below) Nominees:
------- ------- ---------
| | | | Class III
------- -------
1. Election of 3 Marilu Marshall
Directors. William T. Brannan
John S. Wehrle

* To withhold authority for any individual nominees, print the nominee's name on
the line below.

____________________________________________

2. In their discretion, the above named proxies are authorized to vote upon such
other business as may properly come before the meeting or any adjournment
thereof and upon matters incident to the conduct of the meeting.

UNLESS OTHERWISE SPECIFIED IN THE SQUARES OR SPACE PROVIDED IN THIS PROXY, THIS
PROXY WILL BE VOTED FOR EACH OF THE BOARD'S NOMINEES FOR DIRECTOR.

Please sign this proxy and return it promptly whether or not you expect to
attend the meeting. You may nevertheless vote in person if you attend.

Signed: ______________________

Signed: ______________________ Dated: __________________________, 2004

NOTE: Please sign exactly as your name appears hereon. Give full title if an
Attorney, Executor, Administrator, Trustee, Guardian, etc. For an account in the
name of two or more persons, each should sign, or if one signs, he should attach
evidence of his authority.