SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
Chicago and North Western Transportation Company
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
167155 10 0
(CUSIP Number)
Richard J. Ressler, Esq.
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)
Copy to:
Paul T. Schnell
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, New York 10022
(212) 735-3000
March 7, 1995
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a
statement on Schedule 13G to report the acquisition which
is the subject of this Schedule 13D, and is filing the
statement because of Rule 13d-1(b)(3) or (4), check the
following box: [ ]
Check the following box if a fee is being paid
with the statement: [ ]
SCHEDULE 13D
CUSIP No. 167155 10 0
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Union Pacific Corporation
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ( )
(b) (x)
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS*
WC
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
__________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Utah
_________________________________________________________________
(7) SOLE VOTING POWER
NUMBER OF
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 12,835,304
EACH (on conversion of non-voting
REPORTING common stock) (See Item 5)
PERSON
WITH ___________________________________
(9) SOLE DISPOSITIVE POWER
___________________________________
(10) SHARED DISPOSITIVE POWER
12,835,304 (See Item 5)
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,835,304 (See Item 5)
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* (x)
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
29.13% (assuming conversion of non-voting common stock)
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
HC and CO
_________________________________________________________________
SCHEDULE 13D
CUSIP No. 167155 10 0
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
UP Rail, Inc.
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ( )
(b) (x)
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS*
WC
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
__________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Utah
_________________________________________________________________
(7) SOLE VOTING POWER
NUMBER OF
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 12,835,304
EACH (on conversion of non-voting
REPORTING common stock) (See Item 5)
PERSON)
WITH ___________________________________
(9) SOLE DISPOSITIVE POWER
___________________________________
(10) SHARED DISPOSITIVE POWER
12,835,304 (See Item 5)
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,835,304 (See Item 5)
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* (x)
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
29.13% (assuming conversion of non-voting common stock)
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
CO
_________________________________________________________________
SCHEDULE 13D
CUSIP No. 167155 10 0
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Union Pacific Holdings, Inc.
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ( )
(b) (x)
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS*
WC
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
__________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Utah
_________________________________________________________________
(7) SOLE VOTING POWER
NUMBER OF
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 12,835,304
EACH (on conversion of non-voting
REPORTING common stock) (See Item 5)
PERSON
WITH ___________________________________
(9) SOLE DISPOSITIVE POWER
___________________________________
(10) SHARED DISPOSITIVE POWER
12,835,304 (See Item 5)
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,835,304 (See Item 5)
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* (x)
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
29.13% (assuming conversion of non-voting common stock)
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
HC and CO
_________________________________________________________________
This Amendment No. 6 filed by Union Pacific
Corporation, a Utah corporation ("UP"), Union Pacific
Holdings, Inc., a Utah corporation ("UP Holdings"), and
UP Rail, Inc., a Delaware corporation ("UP Rail"), amends
the Statement on Schedule 13D, dated April 9, 1992, as
previously amended (the "Schedule 13D"), with respect to
the common stock, par value $.01 per share (the
"Shares"), of Chicago and North Western Transportation
Company, a Delaware corporation (the "Issuer"). UP, UP
Holdings and UP Rail are hereinafter collectively
referred to as the "Reporting Persons." Capitalized
terms used but not defined herein shall have the meanings
ascribed thereto in the Schedule 13D.
Item 4. Purpose of Transaction.
Item 4 is hereby supplemented as follows:
As previously disclosed, UP filed an
application with the Interstate Commerce Commission (the
"ICC") on January 29, 1993 for an order authorizing the
common control, within the meaning of the Interstate
Commerce Act (the "Act"), of the rail subsidiaries of the
Issuer and of UP. UP and the Issuer requested that the
ICC issue an order that would permit UP to, among other
things, convert its shares of non-voting common stock of
the Issuer, par value $.01 per share (the "Non-Voting
Common Stock") into Shares, vote such Shares, acquire
additional Shares if it determines to do so and (subject
to approval of the Issuer) coordinate further the
services of the railroad subsidiaries of UP and the
Issuer, in each of the above cases without the need to
obtain any further control authorization from the ICC.
As previously reported, on December 13, 1994, the
commissioners of the ICC voted to approve the control
application, subject to a standard labor protection
condition (the "Labor Condition") and a requirement that
the Soo Line Railroad Company ("Soo") be permitted to
admit third parties to certain joint facilities operated
by Soo and the Issuer (the "Soo Condition"). On March 7,
1995, the ICC served its written opinion on this matter,
and on April 6, 1995 (provided that no stays have been entered
by any court or the ICC prior to such time), the approval
will be final and effective. UP intends, upon the
effectiveness of the order and upon making provision for
certain costs related to the Labor Condition and Soo
Condition, to designate two additional directors on an
expanded nine-member board of directors of the Issuer.
UP currently has the right to designate one member of the
Issuer's current seven-member board. UP also intends,
upon the effectiveness of the order and upon making
provision for certain costs related to the Labor
Condition and Soo Condition, to convert its Non-Voting
Stock into Shares.
The Reporting Persons intend to review their
investment in the Issuer on a continuing basis, and
reserve the right to acquire additional Shares in the
open market or in privately negotiated transactions or
otherwise, to maintain their holdings at current levels
or to sell all or a portion of their holdings in the open
market or in privately negotiated transactions or
otherwise. Any such actions will depend upon, among
other things, the availability of Shares for purchase at
satisfactory price levels; the continuing evaluation of
the Issuer's business, financial condition, operations
and prospects; general market, economic and other
conditions; the relative attractiveness of alternative
business and investment opportunities; the availability
and terms of financing; the actions of the management and
Board of Directors of the Issuer; and other future
developments. In addition, the Reporting Persons or
their representatives plan to seek to explore with the
Issuer from time to time various matters including,
without limitation, the possibility of entering into a
series of marketing coordinations between the Union
Pacific and Chicago and North Western railroads (such as
joint marketing efforts, steps to offer shippers a single
point of contact with the two railroads, joint projects
to develop intermodal and other facilities, exploitation
of unused equipment capacity to attract additional
traffic, expanded trackage rights arrangements, and rate-
setting and division agreements), and operating
coordinations between the railroads (such as improved
utilization of equipment, combining equipment repair
facilities, consolidation of train dispatching and
customer service center operations, and consolidation and
standardization of management information systems), as
well as exploring ways to enhance shareholder value,
including, without limitation, the acquisition of all or
part of the Issuer or another extraordinary transaction.
Any determination by the Reporting Persons to seek to
effect any such matter will depend upon, among other
things, the Reporting Persons' continuing assessment of
the factors described in the second preceding sentence
and the possible terms and conditions that might be
involved in effecting any such matter as determined in
negotiations, if any, between the Reporting Persons and
the Issuer. The Reporting Persons believe that no
further material ICC action would be required to effect
any of the foregoing matters.
Except as set forth above and in Item 5 below,
the Reporting Persons have no present plans or intentions
which would result in or relate to any of the
transactions described in subparagraphs (a) through (j)
of Item 4 of Schedule 13D.
Although the foregoing represents the range of
actions currently contemplated by the Reporting Persons
with respect to the Shares, they are subject to change at
any time.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby supplemented as follows:
(a)-(b). As of the close of business on March
6, 1995, UP Rail beneficially owned 12,835,304 shares of
Non-Voting Common Stock. Assuming the conversion of the
12,835,304 shares of Non-Voting Common Stock beneficially
owned by UP Rail into Shares, such Shares would
represent, in the aggregate, 29.13% of the 44,059,760
Shares outstanding as of October 15, 1994, as reported in
the Issuer's Quarterly Report on Form 10-Q (the "Form 10-
Q"), filed on November 15, 1994 (including as outstanding
for this purpose the Shares issuable upon conversion of
the shares of Non-Voting Common Stock). UP Rail has the
sole power to dispose or direct the disposition of the
12,835,304 shares of Non-Voting Common Stock beneficially
owned by it and, upon the effectiveness of the ICC order
and upon making provision for certain costs related to
the Labor Condition and Soo Condition, will have the sole
power to vote or direct the vote and the sole power to
dispose or direct the disposition of the Shares into
which the Non-Voting Common Stock is convertible. As
discussed in Item 4 above, UP intends, upon the
effectiveness of the ICC order and upon making provision
for certain costs related to the Labor Condition and Soo
Condition, to convert its Non-Voting Stock into Shares.
Pursuant to Rule 13d-3(d)(1)(i) promulgated
under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), UP Rail may be deemed to be the
beneficial owner of the Shares into which the Non-Voting
Common Stock is convertible. As the sole shareholder of
UP Rail, UP Holdings may be deemed to have voting and
dispositive power with respect to such shares of Non-
Voting Common Stock and the Shares into which the Non-
Voting Common Stock is convertible and may therefore be
deemed to be the beneficial owner of all such shares. As
the sole shareholder of UP Holdings, UP may be deemed to
have voting and dispositive power with respect to such
shares of Non-Voting Common Stock and the Shares into
which the Non-Voting Common Stock is convertible and may
therefore be deemed to be the beneficial owner of all
such shares.
Pursuant to Rule 13d-5(b)(1) promulgated under
the Exchange Act, to the extent a "group" is deemed to
exist by virtue of an agreement, dated as of June 21,
1993 (the "1993 Agreement") among the parties to the
Stockholders Agreement, as previously described in the
Schedule 13D, each of the Reporting Persons could be
deemed to have beneficial ownership, for purposes of
Sections 13(g) and 13(d) of the Exchange Act, of all of
the equity securities of the Issuer beneficially owned by
the remaining parties to the 1993 Agreement.
Accordingly, the Reporting Persons could be deemed to
beneficially own an aggregate of 14,405,971 Shares, or
approximately 32.70% of the outstanding Shares (assuming
the conversion of the Non-Voting Common Stock held by UP
Rail into Shares), of which 1,570,667 Shares, or 3.56%
are owned by certain individuals employed by the Issuer,
CNW Corporation, an indirect wholly-owned subsidiary of
the Issuer ("CNW"), or Chicago and North Western Railway
Company, an indirect wholly-owned subsidiary of the
Issuer ("CNWT") (collectively, the "Management
Investors"). Excluding the Shares issuable upon
conversion of the Non-Voting Common Stock held by UP
Rail, such Management Investors beneficially own 5.30% of
the outstanding Shares.
The foregoing Share ownership amounts for the
Management Investors are based on the Issuer's proxy
statement dated March 28, 1994.
The filing of this Statement shall not be
construed as an admission, for the purposes of Sections
13(g) and 13(d) and Regulation 13D-G of the Exchange Act
nor for any other purpose or under any other provision of
the Exchange Act or the rules promulgated thereunder,
that any of the Reporting Persons is the beneficial owner
of any securities owned by any other party to the 1993
Agreement.
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete
and correct.
Dated: March 7, 1995
UP RAIL, INC.
By: /s/ Carl W. von Bernuth
Name: Carl W. von Bernuth
Title: Vice President and
Assistant Secretary
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete
and correct.
Dated: March 7, 1995
UNION PACIFIC HOLDINGS, INC.
By: /s/ Carl W. von Bernuth
Name: Carl W. von Bernuth
Title: Vice President and
Chief Legal Officer
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete
and correct.
Dated: March 7, 1995
UNION PACIFIC CORPORATION
By: /s/ Carl W. von Bernuth
Name: Carl W. von Bernuth
Title: Senior Vice President
and General Counsel
