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. 1
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
This Amendment No. 1 amends and supplements the Rule 13E-3
Transaction Statement relating to the tender offer by UP Rail,
Inc. (the Purchaser ), a Utah corporation and a wholly owned
subsidiary of Union Pacific Holdings, Inc., a Utah corporation
("Holdings"), and an indirect wholly owned subsidiary of Union
Pacific Corporation, a Utah corporation ( Parent ), to purchase
all outstanding shares of Common Stock, par value $.01 per share
(the Common Stock ), of Chicago and North Western Transportation
Company, a Delaware corporation (the Company ).
Unless otherwise indicated herein, each capitalized term
used but not defined herein shall have the meaning assigned to
such term in Schedule 13E-3 or in the Offer to Purchase referred
to therein.
ITEM 16. ADDITIONAL INFORMATION.
The information set forth in Item 16 of Schedule 13E-3 is
hereby amended and supplemented by the following information:
On March 23, 1995, Parent issued a press release announcing
that the Purchaser had commenced the Offer. A copy of such press
release is attached hereto as Exhibit (d)(10) and incorporated
herein by reference.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
(d)(10) Text of Press Release issued by Parent on March
23, 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: March 24, 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: March 24, 1995 UNION PACIFIC CORPORATION
By: /s/ CARL 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: March 24, 1995 UNION PACIFIC HOLDINGS, INC.
By: /s/ CARL 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: March 24, 1995 UP RAIL, INC.
By: /s/ CARL VON BERNUTH
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
(d)(10) Text of Press Release issued by Parent on March 23, 1995.
EXHIBIT (D)(10)
[Union Pacific Corporation Logo] News Release
_________________________________________________________________
UP Contacts: Timothy T. Hartman Contact: (610) 861-3388
(610) 861-3380 Harvey S. Turner
Director-Public
Relations
Martin Tower
Eighth and Eaton Avenues
Bethlehem, PA 18018
FOR IMMEDIATE RELEASE
UNION PACIFIC CORPORATION COMMENCES TENDER OFFER
FOR CHICAGO AND NORTH WESTERN
BETHLEHEM, PA, MARCH 23, 1995 -- Union Pacific Corporation
(NYSE:UNP) today announced that UP Rail, Inc., its wholly owned
subsidiary, commenced a cash tender offer for 100 percent of
Chicago and North Western Transportation Company's (NYSE:CNW)
common stock at a price of $35 per share. The tender offer is
scheduled to expire at midnight, Wednesday, April 19, 1995.
As previously announced, both the Union Pacific and CNW
Boards of Directors approved a definitive purchase agreement for
the CNW last week.
