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. 1
and
SCHEDULE 13D
under the Securities Exchange Act of 1934
(Amendment No. 12)
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. 1 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(f) of Schedule 14D-1 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 (a)(10) and incorporated
herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(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
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
(a)(10) Text of Press Release issued by Parent on March 23,
1995.
[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.
