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. 3
and
SCHEDULE 13D
under the Securities Exchange Act of 1934
(Amendment No. 14)
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
This Amendment No. 3 amends and supplements the Statement on
Schedule 14D-1 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 and not defined herein shall have the meaning assigned to
such term in Schedule 14D-1 or in the Offer to Purchase referred
to therein.
ITEM 10. ADDITIONAL INFORMATION.
The information set forth in Item 10(e) of Schedule 14D-1 is
hereby amended and supplemented by the following information:
On March 30, 1995, the Court of Chancery in Delaware, in the
case entitled Feiwel, et al. v. Martin, et al. (C.A. No. 14109),
granted expedited discovery and scheduled a hearing on April 13,
1995, for (i) plaintiffs' motion for a preliminary injunction and
(ii) defendants' motion to dismiss the case for lack of subject matter
jurisdiction on grounds that the Interstate Commerce Commission
is the exclusive forum to consider plaintiffs' purported claims.
A copy of such order is attached hereto as Exhibit (g)(8) and
incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(g)(8) Order of the Court of Chancery in Delaware, in the
case entitled Feiwel, et al. v. Martin, et al. (C.A.
No. 14109), dated March 30, 1995, granting expedited
discovery and scheduling a hearing on April 13,
1995, for (i) plaintiffs' motion for a preliminary
injunction and (ii) defendants' motion to dismiss the
case for lack of subject matter jurisdiction.
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 31, 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: March 31, 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: March 31, 1995
UP RAIL, INC.
By: /s/ Carl W. von Bernuth
EXHIBIT INDEX
Exhibit No. Description
(g)(8) Order of the Court of Chancery in Delaware, in the case
entitled Feiwel, et al. v. Martin, et al. (C.A. No.
14109), dated March 30, 1995, granting expedited
discovery and scheduling a hearing on April 13, 1995,
for (i) plaintiffs' motion for a preliminary injunction and
(ii) defendants' motion to dismiss the case for lack of
subject matter jurisdiction.
EXHIBIT (g)(8)
[Letterhead of Court of Chancery of the State of
Delaware]
March 30, 1995
VIA FAX & FIRST CLASS MAIL
Joseph A. Rosenthal, Esquire Thomas Reed Hunt, Jr., Esquire
Rosenthal, Monhait, Gross William M. Lafferty, Esquire
& Goddess Morris, Nichols, Arsht & Tunnell
P.O. Box 1070 P.O. Box 1347
Wilmington, DE 19899 Wilmington, DE 19899
Thomas J. Allingham, II, Esquire
Skadden, Arps, Slate, Meagher
& Flom
P.O. Box 636
Wilmington, DE 19899
Re: Feiwel, et al. v. Martin, et al.
Civil Action No. 14109
Dear Counsel:
Various shareholders of Chicago and North Western
Transportation Company ("CNW") seek a preliminary
injunction of CNW's planned merger with Union Pacific
Corporation ("UP"). Plaintiffs request expedited
discovery in this matter. CNW and UP (collectively
"Defendants") oppose Plaintiffs' request for expedited
discovery on the grounds that this Court lacks subject
matter jurisdiction over Plaintiffs' claims.
Despite the excellent efforts of counsel to briefly
address the jurisdiction issue in letters to the Court
and a telephone conference, I have decided to grant
Plaintiffs' motion for expedited discovery and defer
ruling on the jurisdiction issue until the preliminary
injunction hearing. I defer decision on the jurisdiction
issue because of the complexity of the issue presented to
the Court and the extreme time constraints presented by
this lawsuit. I will hear Plaintiffs' motion for
preliminary injunction on Thursday, April 13, 1995, at
10:00 a.m. in Wilmington. Plaintiffs shall file their
reply brief on or before April 12. The parties shall
confer to establish the remainder of the briefing
schedule. The parties should brief Defendants' motion to
dismiss for lack of subject matter jurisdiction for that
hearing.
IT IS SO ORDERED.
Very truly yours,
/s/ William B. Chandler, III
_____________________________
William B. Chandler, III
WBCIII:meg
oc: Register in Chancery
xc: Chancellor
Vice Chancellors
