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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
Rule 13e-3 Transaction Statement (Pursuant to Section 13(e) of
the Securities Exchange Act of 1934)
Amendment No. 7
Chicago and North Western Transportation Company
(Name of Issuer)
Chicago and North Western Transportation Company
Union Pacific Corporation
Union Pacific Holdings, Inc.
UP Rail, Inc.
(Name of Person(s) Filing Statement)
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
167155 10 0
(CUSIP Numbers of Class of Securities)
Robert Schmiege Richard J. Ressler, Esq.
Chairman of the Board and Chief Assistant General Counsel
Executive Officer Union Pacific Corporation
Chicago and North Western Martin Tower, Eighth and
Transportation Company Eaton Avenues
165 North Canal Street Bethlehem, Pennsylvania
Chicago, Illinois 60606 18018
(312) 559-7000 (610) 861-3200
(Name, Address and Telephone Number of Persons Authorized
to Receive Notices and Communications on Behalf of Person(s)
Filing Statement)
with copies to:
Paul J. Miller, Esq. Paul T. Schnell, Esq.
Sonnenschein, Nath & Rosenthal Skadden, Arps, Slate, Meagher & Flom
8000 Sears Tower 919 Third Avenue
Chicago, Illinois 60606 New York, New York 10022
(312) 876-8000 (212) 735-3000
Chicago and North Western Transportation Company, a
Delaware corporation (the "Company"), Union Pacific Corporation,
a Utah corporation ("Parent"), Union Pacific Holdings, Inc., a
Utah corporation and a wholly owned subsidiary of Parent
("Holdings") and UP Rail, Inc. (the "Purchaser"), a Utah
corporation and a wholly owned subsidiary of Holdings, and an
indirect wholly owned subsidiary of Parent, hereby amend and
supplement their Rule 13e-3 Transaction Statement on Schedule
13E-3 ("Schedule 13E-3"), filed with the Securities and Exchange
Commission (the "Commission") on March 23, 1995, as amended, with
respect to the Purchaser's offer to purchase all outstanding
shares of Common Stock, par value $.01 per share (the "Common
Stock" or the "Shares"), of the Company, at a price of $35.00 per
Share, net to the seller in cash (the "Offer Price"), upon the
terms and subject to the conditions set forth in the Offer to
Purchase, dated March 23, 1995 (the "Offer to Purchase"), as
amended and supplemented by the Supplement thereto, dated April
14, 1995 (the "Supplement"), and in the revised Letter of
Transmittal (which, as amended from time to time, together
constitute the "Offer"), which have been annexed to and filed
with the Schedule 13E-3 as Exhibits (d)(1), (d)(11) and (d)(12),
respectively.
Unless otherwise indicated herein, each capitalized term
used and not defined herein shall have the meaning assigned to
such term in Schedule 13E-3, the Offer to Purchase or in the
Supplement referred to therein.
ITEM 14. FINANCIAL INFORMATION.
The information set forth in Item 14 of Schedule 13E-3 is
hereby amended and supplemented by the following information:
On April 20, 1995, the Company issued a press release
announcing its earnings for the first quarter of 1995. A copy of
such press release is attached hereto as Exhibit (g)(19) and
incorporated herein by reference.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
(g)(19) Text of press release issued by the Company on
April 20, 1995.
SIGNATURE
After due inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: April 20, 1995 CHICAGO AND NORTH WESTERN
TRANSPORTATION COMPANY
By: /s/ Ronald J. Cuchna
SIGNATURE
After due inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: April 20, 1995 UNION PACIFIC CORPORATION
By: /s/ Carl W. von Bernuth
SIGNATURE
After due inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: April 20, 1995 UNION PACIFIC HOLDINGS, INC.
By: /s/ Carl W. von Bernuth
SIGNATURE
After due inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: April 20, 1995 UP RAIL, INC.
By: /s/ Carl W. von Bernuth
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
(g)(19) Text of press release issued by the Company on
April 20, 1995.
Release Date: Immediate
Press Contact: Debra M. Smith
(312) 559-6186
CHICAGO AND NORTH WESTERN TRANSPORTATION COMPANY
ANNOUNCES FIRST QUARTER EARNINGS
Chicago, Illinois, April 20, 1995 -- The Chicago and North Western
Transportation Company (NYSE: CNW) today announced first quarter 1995
net income of $26.7 million, or 58 cents per share, including an
after-tax charge of $3.9 million, or 9 cents per share, for expenses
related to the previously announced acquisition of the CNW by the
Union Pacific Corporation. Excluding the acquisition related
expenses, first quarter net income would have been $30.6 million, or
67 cents per share, nearly double the $16.0 million, or 35 cents per
share, reported in the first quarter of 1994.
First quarter operating revenues increased 12 percent to
$307.0 million from $273.9 million, while operating expenses increased
5 percent to $237.8 million from $225.7 million. Operating income
increased to $69.2 million from $48.2 million. The first quarter
operating ratio was 77.5 percent, an improvement of 4.9 percentage
points compared to the first quarter of 1994. Volume grew 10 percent
as the railroad handled 673,036 loads compared to 610,535 loads during
the first three months of 1994.
Union Pacific's cash tender offer for all of CNW's
outstanding common stock at $35 per share is scheduled to expire at
midnight, April 24, 1995.
The Chicago and North Western Transportation Company is the
holding company for the Chicago and North Western Railway Company, a
leading railroad freight hauler in the central transcontinental
corridor and major transporter of coal, grain and double-stack
containers.
A first quarter statement of operations is attached.
# # # #
CHICAGO AND NORTH WESTERN TRANSPORTATION COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
Three Months Ended March 31
(Dollars in millions except per share amounts)
(Unaudited)
First
Quarter
Percent
+ Inc.
1995 1994 - Dec.
Operating Revenues . . . . $307.0 $273.9 + 12
Operating Expenses . . . . 237.8 225.7 + 5
Operating Income . . . . . 69.2 48.2 + 44
Other Income (loss) . . . (3.1) 0.2 N/M
Interest Expense . . . . . 25.0 22.6 + 11
Income Before Income Taxes 41.1 25.8 + 59
Income Taxes . . . . . . . 14.4 9.8 + 47
Net Income . . . . . . . . $26.7 $16.0 + 67
Earnings Per Share . . . . $0.58 $0.35 + 66
Average Shares Outstanding 45,731 45,305 + 1
(MM) . . . . . . . . . . .
NOTE:
First quarter 1995 results included an after-tax charge of $3.9
million, or 9 cents per share, related to the previously announced
acquisition of CNW by the Union Pacific Corporation.