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. 3
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 18018
Chicago, Illinois 60606 (610) 861-3200
(312) 559-7000
(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. 3 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 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)(9) and incorporated herein by reference.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
(g)(9) 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 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 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)(9) 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)(9)
[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
