<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 28, 1994
CHICAGO AND NORTH WESTERN HOLDINGS CORP.
(Exact name of Registrant as specified in its charter)
DELAWARE 33-30874 13-3526817
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
ONE NORTH WESTERN CENTER
CHICAGO, ILLINOIS 60606
(Address of principal (Zip code)
executive offices)
Registrant's telephone number, including area code:
(312) 559-6156<PAGE>
ITEM 5. OTHER EVENTS
The event being reported is the issuance on April 28, 1994
of the Company's press release, filed herewith as Exhibit 20.1,
hereto. Additional supplementary financial information is
attached as Exhibit 20.2.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibit 20.1 -- Text of press release dated April 28,
1994 and consolidated statement of
income for the three months ended
March 31, 1994 and 1993.
Exhibit 20.2 -- Supplementary financial information
for the three months ended March 31,
1994 and 1993.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
CHICAGO AND NORTH WESTERN HOLDINGS CORP.
Registrant
By: /s/ ROBERT SCHMIEGE
ROBERT SCHMIEGE
President
DATE: April 28, 1994<PAGE>
EXHIBIT INDEX
EXHIBIT
NO.
20.1 Text of press release dated April 28, 1994 and
consolidated statement of income for the three months
ended March 31, 1994 and 1993.
20.2 Supplementary financial information for the three
months ended March 31, 1994 and 1993.<PAGE>
Release Date: Immediate
Contact: James M. Foote
(312) 559-6165
Leslie Cleveland Hague
(312) 559-6124
CHICAGO AND NORTH WESTERN HOLDINGS CORP.
REPORTS FIRST QUARTER EARNINGS
Chicago, Illinois, April 28, 1994 -- Chicago and North Western Holdings Corp.
(NYSE: CNW) reported first quarter 1994 net income of $16.0 million, or 35
cents per share, compared with $14.6 million, or 33 cents per share, last
year.
This year's results were achieved despite severe winter weather and
reflect a net accounting adjustment that reduced net income by $1.7 million,
or 4 cents per share ($2.7 million pre-tax). The company announced last week
it expected an adjustment, resulting from errors and irregularities, that
would reduce net income by $800,000, or 2 cents per share. An additional
error discovered after last week's announcement increased the adjustment by
$900,000, or an additional 2 cents per share. The aggregate 4 cents per share
accounting adjustment is not material to the company's financial position or
results of operations, and will not result in a restatement of its past
financial statements. The company also noted that there is no evidence that
any funds or other assets were improperly diverted from the company. The
company is cooperating with a preliminary inquiry by the Securities and
Exchange Commission to determine whether there have been any violations of the
federal securities laws.<PAGE>
Operating revenues increased 8 percent to $273.9 million from $254.7
million. Operating expenses also increased 8 percent to $225.7 million from
$209.1 million, reflecting a 10 percent increase in volume as well as $3
million to $4 million in higher-than-expected costs attributable to the severe
weather experienced in January and February. First quarter operating income
increased 6 percent to $48.2 million compared to $45.6 million last year.
The Chicago and North Western's volumes grew 10 percent as the number of
loads handled in 1994 reached a first quarter record of 610,535. Western coal
loads increased 28 percent while coal loads on the core railroad improved 18
percent. Metallic ore shipments were up 20 percent, and shipments of motor
vehicles increased 10 percent. Intermodal traffic improved 4 percent as both
double-stack and piggyback shipments grew. Shipments of raw grains and
finished grain products were down 8 percent and 10 percent, respectively, due
to poor crop availability and weather-related service problems.
The 1994 first quarter accounting adjustment is required as a result of
a total net overstatement of $2.2 million (5 cents per share) in 1993 fourth
quarter reported net income of $24.5 million (54 cents per share) and a total
net overstatement of $1.7 million (3 cents per share) in 1993 full year
reported net income before extraordinary items of $64.0 million ($1.44 per
share). As previously announced, the company also identified errors and
irregularities in the earlier quarters in 1993 and in the years 1992 and 1991
that were de minimis.
Chicago and North Western Holdings Corp. is the holding company for the
Chicago and North Western Transportation Company, a leading railroad freight
hauler in the central transcontinental corridor and major transporter of coal,
grain and double-stack containers.
A first quarter statement of operations is attached.<PAGE>
CHICAGO AND NORTH WESTERN HOLDINGS CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
Three Months Ended March 31
(Dollars in Millions Except Per Share Amounts)
(Unaudited)
First Quarter
Percent
+ Inc.
1994 1993 - Dec.
Operating Revenues $ 273.9 $ 254.7 + 8
Operating Expenses 225.7 209.1 + 8
Operating Income 48.2 45.6 + 6
Other Income, Net 0.2 4.4 N/M
Interest Expense 22.6 27.5 - 18
Income Before Income Taxes 25.8 22.5 + 15
Income Taxes 9.8 7.9 + 24
Net Income $ 16.0 $ 14.6 + 10
Earnings Per Share $ 0.35 $ 0.33 + 6
Average Shares Outstanding (MM) 45,305 43,633 + 4
This year's results were achieved despite severe winter weather and reflect a
net accounting adjustment of $1.7 million, or 4 cents per share ($2.7 million
pre-tax), resulting from previously announced errors and irregularities that
reduced net income by $800,000, or 2 cents per share ($1.3 million pre-tax)
and from an additional error discovered after last week's announcement that
further reduced net income by $900,000, or an additional 2 cents per share
($1.4 million pre-tax). The additional error reflected in the 1994 first
quarter accounting adjustment had increased 1993 fourth quarter net income by
$1.2 million, or 3 cents per share. Together with the previously reported 2
cents per share 1994 first quarter accounting adjustment, this resulted in a
total net overstatement of $2.2 million (5 cents per share) in 1993 fourth
quarter reported net income of $24.5 million, or 54 cents per share (a total
overstatement of $3.6 million pre-tax). The total net overstatement for the
1993 fiscal year (including the previously announced amount) was $1.7 million
(3 cents per share) on 1993 reported income before extraordinary items of
$64.0 million, or $1.44 per share (an overstatement of $2.7 million pre-tax).
As previously announced, the company has also identified errors and
irregularities in the earlier quarters in 1993 and in 1992 and 1991 that were
de minimis.<PAGE>
Supplementary Information S-1
STATEMENT OF OPERATIONS
(millions of dollars except EPS)
First Quarter
Operating revenues 1994 1993 vs. 1993
Core Railroad freight $187.4 $179.0 $ 8.4 5 %
Suburban 20.6 21.9 (1.3) (6)%
Other 6.5 5.2 1.3 25 %
$214.5 $206.1 $ 8.4 4 %
WRPI 59.4 48.6 10.8 22 %
Total operating revenues $273.9 $254.7 $ 19.2 8 %
Operating expenses $225.7 $209.1 $ 16.6 8 %
Operating income $ 48.2 $ 45.6 $ 2.6 6 %
Other income, net 0.2 4.4 (4.2) N/M
Interest expense 22.6 27.5 (4.9) (18)%
Income before income taxes $ 25.8 $ 22.5 $ 3.3 15 %
Income taxes $ 9.8 $ 7.9 $ 1.9 24 %
Net income $ 16.0 $ 14.6 $ 1.4 10 %
Earnings per common share $ 0.35 $ 0.33 $ 0.02 6 %
Shares used in EPS
computation (thousands) 45,305 43,633
<PAGE>
Supplementary Information S-2
SELECTED FINANCIAL DATA
(millions of dollars)
First Quarter
1994 1993 vs. 1993
Operating revenues
Core Railroad
Agricultural Commodities $ 51.2 $ 55.9 $ (4.7) (8)%
Consumer Products 34.1 34.7 (0.6) (2)%
Energy 32.7 27.3 5.4 20 %
Automotive, Steel and Chemicals 53.2 48.5 4.7 10 %
Intermodal 28.9 28.4 0.5 2 %
Total $ 200.1 $ 194.8 $ 5.3 3 %
Less: Allowances, absorptions and
adjustments 12.7 15.8 (3.1) (20)%
Core Railroad freight $ 187.4 $ 179.0 $ 8.4 5 %
Suburban 20.6 21.9 (1.3) (6)%
Other 6.5 5.2 1.3 25 %
Total Core Railroad revenues $ 214.5 $ 206.1 $ 8.4 4 %
WRPI revenues $ 59.4 $ 48.6 $ 10.8 22 %
Total operating revenues $ 273.9 $ 254.7 $ 19.2 8 %
Operating expenses
Compensation and benefits $ 103.1 $ 96.8 $ 6.3 7 %
Fuel 22.2 18.0 4.2 23 %
Material and purchased services 22.4 20.2 2.2 11 %
Car hire 18.7 15.3 3.4 22 %
Other rents 18.3 18.2 0.1 1 %
Depreciation 18.6 17.3 1.3 8 %
Casualties 9.5 10.1 (0.6) (6)%
Other 12.9 13.2 (0.3) (2)%
Total operating expenses $ 225.7 $ 209.1 $ 16.6 8 %
<PAGE>
Supplementary Information S-3
SUMMARY
BALANCE SHEET
(millions of dollars)
3/31/94 12/31/93
Current assets
Cash $ 54.9 $ 70.9
Other 187.3 177.9
Property, net 1,812.5 1,820.8
Other 71.9 66.3
$ 2,126.6 $ 2,135.9
Current liabilities $ 296.8 $ 300.7
Other liabilities and reserves 156.9 162.6
Deferred income taxes 311.9 303.6
Long-term debt
C&NW Transportation Co. 715.1 730.4
Western Railroad Properties, Inc 401.3 412.4
Stockholders' equity 244.6 226.2
$ 2,126.6 $ 2,135.9
<PAGE>
Supplementary Information S-4
SUMMARY
CASH FLOW
(millions of dollars)
Three Months Ended
March 31,
1994 1993
Cash flow from operating activities:
Net income (loss) before preferred dividends $ 16.0 $ 14.6
Items not affecting cash flow from operating activities:
Depreciation 18.5 17.3
Amortization of debt cost 1.7 2.2
Gain from sales of property, net (0.4) (3.2)
Deferred income taxes 9.5 7.6
Cash provided from operating activities
before changes in assets & liabilities $ 45.3 $ 38.5
Changes in assets and liabilities:
(Increase) decrease in accounts receivable 3.1 (9.6)
(Increase) decrease in other current assets
except cash (12.5) (9.6)
Increase (decrease) in accounts payable and accruals --- (1.4)
Increase (decrease) in noncurrent reserves for
special charges (2.7) (0.8)
Other, net (10.3) 6.2
Net cash flow from (used for) operating
activities $ 22.9 $ 23.3
Cash flow from financing activities:
Proceeds from debt financing $ --- $ 0.6
Proceeds from common stock issuance 1.1 0.4
Payments on debt (24.9) (6.6)
Prepayment of long-term debt (5.4) ---
Net cash flow from (used for) investing
activities $ (29.2) $ (5.6)
Cash flow from investing activities:
Additions to property $ (11.3) $ (12.9)
Proceeds from property dispositions 1.5 3.5
Other, net 0.1 (0.2)
Net cash flow from (used for) investing
activities $ (9.7) $ (9.6)
Increase (decrease) in cash and temporary cash
investments $ (16.0) $ 8.1
Cash and temporary cash investments
- beginning of period 70.9 44.2
- end of period $ 54.9 $ 52.3
<PAGE>
Supplementary Information S-5
LOADS
First Quarter
1994 1993 vs. 1993
Agricultural Commodities 72,497 77,996 (5,499) (7)%
Consumer Products 46,496 48,944 (2,448) (5)%
Energy 91,443 77,639 13,804 18 %
Automotive, Steel and Chemicals 86,493 77,289 9,204 12 %
Intermodal 174,182 166,905 7,277 4 %
Total Core Railroad 471,111 448,773 22,338 5 %
WRPI 212,928 166,539 46,389 28 %
Total 684,039 615,312 68,727 11 %
Less re-entry coal loads
included above in core
railroad 73,504 61,605 11,899 19 %
Total Consolidated 610,535 553,707 56,828 10 %
<PAGE>
