CD&L, Inc., Announces Terms of Rights Offering

CD&L, Inc., Announces Terms of Rights Offering 


SOUTH HACKENSACK, N.J., Aug. 31  /PRNewswire-FirstCall/ -- CD&L, Inc.
(AMEX:CDV) announced that today the U.S. Securities and Exchange Commission has
declared effective the company's registration statement for a rights offering
to holders of its common stock, stock options and certain convertible notes.

In the rights offering, CD&L will grant such holders the right to subscribe for
one share of common stock for every four shares of common stock that they hold
or are entitled to receive upon the exercise of options or the conversion of
notes on the record date for the rights offering.  Each whole subscription
right entitles the holder to purchase one share of common stock for $1.016 per
share.  The subscription rights will be nontransferable.

The rights offering will be made by way of a dividend of subscription rights to
the holders of record of the eligible securities as of August 31, 2004.  The
rights offering is scheduled to commence on September 1, 2004, and expire at
5:00 p.m., New York City time, on September 30, 2004, unless extended by the
company.

In the event that the rights offering is not fully subscribed, holders of
subscription rights who exercise their rights in full would be eligible to
purchase additional shares on a pro rata basis up to a maximum of one times the
holder's initial subscription privilege.

Shareholders will be mailed a prospectus and subscription documents on or about
September 1, 2004, and can exercise their rights by completing the documents
and forwarding them by mail, hand delivery or overnight courier, along with
payment for the shares being subscribed for, to the subscription agent,
American Stock Transfer & Trust Company, Attention: Subscription Agent, 59
Maiden Lane, Plaza Level, New York, New York 10038.

Additional copies of the prospectus and subscription documents can be obtained
from the company by writing to Russell J. Reardon, Vice President and Chief
Financial Officer, CD&L, Inc., 80 Wesley Street, South Hackensack, New Jersey
07606, or by phoning Mr. Reardon at 201-487-7740.  Mr. Reardon will also answer
stockholders' questions and provide assistance concerning the subscription
process.

The rights offering will only be made by means of a prospectus.  This press
release shall not constitute an offer to sell or a solicitation of an offer to
buy any securities in the rights offering, nor shall there be any sale of any
securities in any state in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
such state or jurisdiction.

Forward-Looking Statements:

This press release contains forward-looking statements by CD&L regarding the
proposed rights offering.  Words and expressions such as "will," "would,"
"expect," "plan," "believe," "seek," "anticipate," hope," "estimate" and
similar expressions are intended to identify CD&L's forward-looking statements.
 These forward-looking statements involve a number of risks and uncertainties
that could cause actual results to differ materially from those anticipated. 
These risks include, but are not limited to, CD&L's ability to complete the
rights offering discussed in this press release and changes in economic and
market conditions.  These and other risks and uncertainties are described in
more detail in CD&L's filings with the Securities and Exchange Commission
(http://www.sec.gov/) made from time to time, including CD&L's Annual Report on
Form 10-K for the fiscal year ended December 31, 2003, and Quarterly Reports on
Form 10-Q for the fiscal quarters ended March 31 and  June 30, 2004, as may be
amended from time to time, and all subsequent filings with the Securities and
Exchange Commission.  CD&L makes no commitment to revise or update any
forward-looking statements in order to reflect events or circumstances after
the date any such statement is made. 

DATASOURCE: CD&L, Inc.



CONTACT:  Russell Reardon, CFO of CD&L, Inc., [phone]

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