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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1) of the
Securities Exchange Act of 1934
Amendment No. 8
and
SCHEDULE 13D
under the Securities Exchange Act of 1934
(Amendment No. 19)
Chicago and North Western Transportation Company
(Name of Subject Company)
Union Pacific Corporation
Union Pacific Holdings, Inc.
UP Rail, Inc.
(Bidders)
Common Stock, Par Value $.01 Per Share
(Title of class of securities)
167155 10 0
(CUSIP number of class of securities)
Richard J. Ressler, Esq.
Assistant General Counsel
Union Pacific Corporation
Martin Tower, Eighth and Eaton Avenues
Bethlehem, Pennsylvania 18018
(610) 861-3200
(Name, address and telephone number of person authorized to
receive notices and communications on behalf of bidders)
with a copy to:
Paul T. Schnell, Esq.
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, New York 10022
Telephone: (212) 735-3000
14D-1
CUSIP No. 167155 10 0
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
UNION PACIFIC CORPORATION (13-2626465)
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
( ) (a)
(X) (b)
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
OO
(5) (X) CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) OR 2(f)
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
UTAH
(7) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON: 44,365,150
(8) ( ) CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (7) EXCLUDES CERTAIN SHARES
(9) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(7) 99.47 %
(10) TYPE OF REPORTING PERSON
HC and CO
14D-1
CUSIP No. 167155 10 0
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
UNION PACIFIC HOLDINGS, INC.
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
( ) (a)
(X) (b)
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
AF
(5) (X) CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) OR 2(f)
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
UTAH
(7) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON: 44,365,150
(8) ( ) CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (7) EXCLUDES CERTAIN SHARES
(9) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
99.47%
(10) TYPE OF REPORTING PERSON
HC and CO
14D-1
CUSIP No. 167155 10 0
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
UP RAIL, INC.
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
( ) (a)
(X) (b)
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
AF
(5) (X) CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) OR 2(f)
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
UTAH
(7) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON: 44,365,150
(8) ( ) CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (7) EXCLUDES CERTAIN SHARES
(9) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
99.47%
(10) TYPE OF REPORTING PERSON
CO
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 Tender Offer Statement on
Schedule 14D-1 ("Schedule 14D-1"), 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 Chicago and North Western
Transportation Company, a Delaware corporation (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 14D-1 as Exhibits (a)(1), (a)(11)
and (a)(12), respectively.
Unless otherwise indicated herein, each capitalized term used
and not defined herein shall have the meaning assigned to such
term in Schedule 14D-1, the Offer to Purchase or in the
Supplement referred to therein.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
The information set forth in Items 6(a) and (b) of Schedule
14D-1 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 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO THE SUBJECT COMPANY'S
SECURITIES.
The information set forth in Item 7 of Schedule 14D-1 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 10. ADDITIONAL INFORMATION.
The information set forth in Item (10)(f) of Schedule 14D-1
is hereby amended and supplemented by the following:
On April 25, 1995, Parent issued a press release announcing,
among other things, that (1) the Purchaser had completed the
Offer, (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)(16) and incorporated herein by reference.
In addition, the Purchaser converted its 12,835,304 shares of
Non-Voting Common Stock into 12,835,304 Shares on April 25, 1995.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(g)(16) 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
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)(16) 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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