SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)
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 10, 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: [ ]
This Amendment No. 7 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:
Since March 7, 1995, UP has held discussions
with the Issuer which resulted in a price agreement for a
transaction in which UP would acquire 100% of the
Issuer's common stock at a price of $35 per share in
cash. The transaction is subject, among other things, to
negotiation and execution of a mutually satisfactory
definitive purchase agreement and approvals by UP's and
the Issuer's respective boards of directors. There is no
assurance that any transaction will be agreed to or as to
the final terms of any such transaction.
A copy of the joint press release of UP and the
Issuer is attached hereto as Exhibit 12 and incorporated
herein by reference.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect To Securities of the
Issuer.
Reference is made to the disclosure set forth in
Item 4.
Item 7. Material to be filed as Exhibits.
Item 7 is hereby supplemented as follows:
Exhibit 12. Joint Press Release, dated March
10, 1995.
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 10, 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 10, 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 10, 1995
UNION PACIFIC CORPORATION
By: /s/ Carl W. von Bernuth
Name: Carl W. von Bernuth
Title: Senior Vice President
and General Counsel
-------------------------------------------------------------
EXHIBIT 12
Union Pacific and Chicago and
North Western Announce Transaction
March 10, 1995 -- Union Pacific Corporation
(UNP) and Chicago and North Western Transportation
Company (CNW) announced that they have agreed that Union
Pacific will acquire 100% of CNW's common stock at a
price of $35 per share in cash. The transaction is
subject, among other things, to negotiation and execution
of a mutually satisfactory definitive purchase agreement
and approvals by the companies' respective boards of
directors.
Union Pacific is a transportation and natural
resource company based in Bethlehem, Pennsylvania with
sales of approximately $8 billion.
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.
