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. 7
and
SCHEDULE 13D
under the Securities Exchange Act of 1934
(Amendment No. 18)
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
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 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 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)(15) and
incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(g)(15) 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
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)(15) 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.
