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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. 8
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 10. INTEREST IN SECURITIES OF THE ISSUER.
The information set forth in Items 10(a) and (b) of Schedule
13E-3 is hereby amended and supplemented by the following:
On April 25, 1995, the Purchaser converted its 12,835,304
shares of Non-Voting Common Stock into 12,835,304 Shares. After
giving effect to such conversion and the approximately 31,529,846
Shares accepted for purchase pursuant to the Offer on April 25,
1995 (including approximately 303,630 Shares subject to
guarantees of delivery or receipt of additional documentation),
Parent owns 44,365,150 Shares, representing 99.47% of all Shares
issued and outstanding.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT
TO THE ISSUER'S SECURITIES.
The information set forth in Item 11 of Schedule 13E-3 is
hereby amended and supplemented by the following:
On April 25, 1995, the Purchaser converted its 12,835,304
shares of Non-Voting Common Stock into 12,835,304 Shares. After
giving effect to such conversion and the approximately 31,529,846
Shares accepted for purchase pursuant to the Offer on April 25,
1995 (including approximately 303,630 Shares subject to
guarantees of delivery or receipt of additional documentation),
Parent owns 44,365,150 Shares, representing 99.47% of all Shares
issued and outstanding.
ITEM 16. ADDITIONAL INFORMATION.
The information set forth in Item 16 of Schedule 13E-3 is
hereby amended and supplemented by the following:
On April 25, 1995, Parent issued a press release announcing,
among other things, that (1) the Offer expired at Midnight, New
York City time, on April 24, 1995, (2) based upon a preliminary
count, a total of approximately 31,529,846 Shares (including
approximately 303,630 Shares subject to guarantees of delivery or
receipt of additional documentation), had been tendered pursuant
to the Offer and (3) all validly tendered Shares will be
purchased in accordance with the terms of the Offer. A copy of
such press release is attached hereto as Exhibit (g)(20) and
incorporated herein by reference. In addition, the Purchaser
converted its Non-Voting Shares into Shares on April 25, 1995.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
(g)(20) Text of Press Release issued by Parent on April
25, 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 25, 1995 CHICAGO AND NORTH WESTERN
TRANSPORTATION COMPANY
By: /s/ Ronald J. Cuchna
Name: Ronald J. Cuchna
Title: Vice President-Law
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 25, 1995 UNION PACIFIC CORPORATION
By: /s/ Carl W. von Bernuth
Name: Carl W. von Bernuth
Title: Senior Vice President and
General Counsel
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 25, 1995 UNION PACIFIC HOLDINGS, INC.
By: /s/ Carl W. von Bernuth
Name: Carl W. von Bernuth
Title: Senior Vice President and
General Counsel
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 25, 1995 UP RAIL, INC.
By: /s/ Carl W. von Bernuth
Name: Carl W. von Bernuth
Title: Senior Vice President and
General Counsel
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
(g)(20) Text of Press Release issued by Parent on April 25, 1995.
[Union Pacific Corporation Logo] News Release
_________________________________________________________________
Contact: 610-861-3388
Harvey S. Turner
Director-Public Relations
Martin Tower
Eighth and Eaton Avenues
Bethlehem, PA 18018
FOR IMMEDIATE RELEASE
BETHLEHEM, PA, APRIL 25, 1995 -- Union Pacific Corporation (NYSE:
UNP) announced today that its indirect wholly owned subsidiary,
UP Rail, Inc., has completed its cash tender offer for all
outstanding shares of common stock of Chicago and North Western
Transportation Company ((NYSE: CNW) at a price of $35.00 per
share.
Union Pacific stated that, based upon a preliminary
count, a total of approximately 31,529,846 shares (including
approximately 303,630 shares subject to guarantees of delivery or
receipt of additional documentation), had been tendered pursuant
to the offer, which expired at midnight, New York City time, on
Monday, April 24, 1995, and that all validly tendered shares will
be purchased in accordance with the terms of the offer.
The shares tendered, together with the 12,835,304 CNW
shares that Union Pacific will own upon conversion of its non-
voting CNW shares, constitute approximately 99.47 percent of
CNW's presently outstanding shares. There remain approximately
235,048 shares not tendered or beneficially owned by Union
Pacific.
Pursuant to the terms of the Agreement and Plan of
Merger, dated as of March 16, 1995, by and among Union Pacific,
UP Rail, Inc., and CNW, three of the directors of CNW will resign
and be replaced by UP designees. The remaining four CNW
directors (three of whom are outside directors and one of whom is
a UP designee) will remain on the Board.
As previously announced, all CNW common shares not
tendered and purchased pursuant to the offer will be acquired in
a subsequent second-step merger transaction at the same $35.00
per share price. The merger is expected to occur following
receipt of a determination by the Interstate Commerce Commission
that the consideration paid in the merger is "just and
reasonable." The receipt of such determination is expected to
occur no sooner than July 1, 1995.
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