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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
(Amendment No. 3)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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ILLINOIS CENTRAL CORPORATION
(Exact name of Subject Company)
CANADIAN NATIONAL RAILWAY
COMPANY
BLACKHAWK MERGER SUB, INC.
(Bidders)
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Common Stock, $.001 Par Value
(Title of Class of Securities)
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896215100
(CUSIP Number of Class of Securities)
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Jean Pierre Ouellet, Esq.
Canadian National Railway
Company
935 de La Gauchetiere St. West
Montreal, Quebec, Canada
H3B 2M9
(514) 399-6569
(Name, Address and Telephone Number of Persons Authorized to Receive Notices
and Communications on Behalf of Person(s) Filing Statement)
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With Copies to:
Winthrop B. Conrad, Jr., Esq. John G. Finley, Esq.
David W. Ferguson, Esq. Allan Schwartz, Esq.
Davis Polk & Wardwell Simpson, Thacher & Bartlett
450 Lexington Avenue 425 Lexington Avenue
New York, New York 10017 New York, New York 10017
(212) 450-4000 (212) 455-2000
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This Amendment No. 3 (this "Amendment") amends and supplements
the Tender Offer Statement on Schedule 14D-1 originally filed on February 13,
1998 (the "Schedule 14D-1") by Canadian National Railway Company, a Canadian
corporation ("Parent"), and Blackhawk Merger Sub Inc. ("Purchaser"), a
Delaware corporation and an indirect wholly owned subsidiary of Parent, as
amended by Amendment No. 1 dated March 2, 1998 and Amendment No. 2 dated March
6, 1998 relating to the offer by Purchaser to purchase 46,051,761 of the issued
and outstanding shares of Common Stock, $0.001 par value (the shares subject
to the Offer, as well as all other shares of such Common Stock hereinafter
referred to as the "Shares"), of Illinois Central Corporation, a Delaware
corporation (the "Company"), at a price of $39.00 per Share, net to the seller
in cash, upon the terms and subject to the conditions set forth in the Offer
to Purchase dated February 13, 1998 (the "Offer to Purchase") and in the
related Letter of Transmittal (which together constitute the "Offer").
All capitalized terms used in this Amendment without definition
have the meanings attributed to them in the Schedule 14D-1.
The item of the Schedule 14D-1 set forth below is hereby
amended as follows:
Item 10. Additional Information
(b) and (c) Item 10 is hereby supplemented and amended by adding
the following sentence to the information set forth
under "17. Certain Legal Matters; Regulatory
Approvals--Antitrust" of the Offer to Purchase
immediately following the fifth sentence:
On March 6, 1998, Parent received written notice from the
Premerger Notification Office of the FTC confirming its understanding that the
notice and waiting period requirements of the HSR Act do not apply to the
Offer and the Merger.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment is true, complete and
correct.
March 12, 1998 CANADIAN NATIONAL RAILWAY COMPANY
By: /s/ Jean Pierre Ouellet
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Name: Jean Pierre Ouellet
Title: Chief Legal Officer and Corporate Secretary
BLACKHAWK MERGER SUB, INC.
By: /s/ Jean Pierre Ouellet
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Name: Jean Pierre Ouellet
Title: President and Treasurer
