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. 9
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
Chicago and North Western Transportation Company, a
Delaware corporation (the "Company"), Union Pacific Corporation,
a Utah corporation ("Parent"), Union Pacific Holdings, Inc., a
Utah corporation and a wholly owned subsidiary of Parent
("Holdings"), and UP Rail, Inc. (the "Purchaser"), a Utah
corporation and a wholly owned subsidiary of Holdings, and an
indirect wholly owned subsidiary of Parent, hereby amend and
supplement their Rule 13e-3 Transaction Statement on Schedule
13E-3 ("Schedule 13E-3"), filed with the Securities and Exchange
Commission (the "Commission") on March 23, 1995, as amended, with
respect to the Purchaser's offer to purchase all outstanding
shares of Common Stock, par value $.01 per share (the "Common
Stock" or the "Shares"), of the Company, at a price of $35.00 per
Share, net to the seller in cash (the "Offer Price"), upon the
terms and subject to the conditions set forth in the Offer to
Purchase, dated March 23, 1995 (the "Offer to Purchase"), as
amended and supplemented by the Supplement thereto, dated April
14, 1995 (the "Supplement"), and in the revised Letter of
Transmittal (which, as amended from time to time, together
constitute the "Offer"), which have been annexed to and filed
with the Schedule 13E-3 as Exhibits (d)(1), (d)(11) and (d)(12),
respectively.
Unless otherwise indicated herein, each capitalized term
used and not defined herein shall have the meaning assigned to
such term in Schedule 13E-3, the Offer to Purchase or in the
Supplement referred to therein.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
and
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
The information set forth in Items 5 and 10 of Schedule 13E-
3 is hereby amended and supplemented by the following:
On April 26, 1995, the Purchaser purchased approximately
31,226,216 Shares accepted for purchase pursuant to the Offer,
and on May 1, 1995 and on May 2, 1995, the Purchaser purchased
an additional 277,492 Shares and 17,138 Shares, respectively,
which had been accepted for purchase pursuant to the Offer on
April 25, 1995 but had been subject to guarantees of delivery or
receipt of additional documentation. Giving effect to such
purchases and Parent's previously disclosed conversion on April
25, 1995 of its 12,835,304 shares of Non-Voting Common Stock into
12,835,304 Shares, Parent owns 44,356,150 Shares, representing
99.45% of all Shares issued and outstanding.
As previously disclosed in a press release issued by Parent
on April 25, 1995 (filed as Exhibit (g)(20) to this Schedule 13E-
3), all Shares not tendered and purchased pursuant to the Offer
will be acquired in a subsequent second-step merger transaction
(the "Merger") at $35.00 per Share. The Merger is expected to
occur following receipt of a determination by the ICC that the
consideration paid in the Merger is just and reasonable. The
receipt of such determination is likely to occur no sooner than
July 1, 1995.
ITEM 16. ADDITIONAL INFORMATION.
The information set forth in Item 16 of Schedule 13E-3 is
hereby amended and supplemented by the following:
As previously disclosed, on April 13, 1995 counsel for the
Company, Parent and the plaintiffs in various pending class
action lawsuits entered into a Memorandum of Understanding (the
"MOU") setting forth the principal terms of a proposed settlement
(the "Settlement") of all such pending class action lawsuits.
The final Stipulation and Agreement of Compromise, Settlement and
Release (the "Settlement Agreement") incorporating the previously
disclosed terms of the MOU is expected to be filed with the
Delaware Court of Chancery (the "Court") together with a proposed
notice of the Settlement (the "Notice") no later than May 5,
1995. Upon filing of the Settlement papers with the Court, and
approval by the Court of the Notice, the Notice will be mailed to
all Company stockholders of record as of March 9, 1995, and the
Court will set a hearing date on the terms of the Settlement for
a date no sooner than forty-five days after the mailing of the
Notice.
Under the MOU, if the Court approves the Settlement, all
stockholders of Company and their successors, assigns and
transferees will be certified as a class pursuant to Rules 23(a),
(b)(1) and (b)(2) of the Delaware Court of Chancery, and members
of the class will be enjoined from, among other things,
instituting, prosecuting or intervening in any action (including,
but not limited to, an ICC proceeding) for the purpose of raising
any of the Settled Claims (as defined in the Settlement
Agreement).
In light of the Offer and Merger, the Company deferred its meeting
of stockholders indefinitely.
The New York Stock Exchange, Inc. ("NYSE") issued a press
release on April 25, 1995 announcing that trading in the Shares
was suspended immediately and that the NYSE would apply to the
Commission to delsit the Shares.
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: May 2, 1995 CHICAGO AND NORTH WESTERN
TRANSPORTATION COMPANY
By: /s/ Carl W. von Bernuth
__________________________
Name: Carl W. von Bernuth
Title: Senior Vice President and
General Counsel
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: May 2, 1995 UNION PACIFIC CORPORATION
By: /s/ Carl W. von Bernuth
__________________________
Name: Carl W. von Bernuth
Title: Senior Vice President and
General Counsel
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: May 2, 1995 UNION PACIFIC HOLDINGS, INC.
By: /s/ Carl W. von Bernuth
__________________________
Name: Carl W. von Bernuth
Title: Senior Vice President and
General Counsel
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: May 2, 1995 UP RAIL, INC.
By: /s/ Carl W. von Bernuth
___________________________
Name: Carl W. von Bernuth
Title: Senior Vice President and
General Counsel
