<PAGE>
As filed with the Securities and Exchange Commission
on October 17, 1994 Registration No. 33-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________
Chicago and North Western Transportation Company
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 13-3526817
(State of Incorporation) (I.R.S. Employer Identification No.)
165 North Canal Street
Chicago, Illinois 60606
(Address and Zip Code of Principal Executive Offices)
__________
Chicago and North Western Transportation Company
1994 Equity Incentive Plan
(Full Title of the Plan)
__________
James P. Daley
Senior Vice President, General Counsel and Secretary
165 North Canal Street
Chicago, Illinois 60606
(312) 559-6156
(Name, Address, and Telephone Number of Agent For Service)
__________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum Amount
Securities Amount Offering Aggregate of
to be to be Price Offering Registration
Registered Registered Per Share Price Fee
(1)(2) (1)
Common Stock, 2,000,000 $19.375 $38,750,000.00 $13,363.00
par value shares
$.01 per share
(1) Calculated pursuant to Rules 457(h)(1) and 457(c) based on
the average of the high and low prices reported for the
Registrant's common stock on the New York Stock Exchange
Composite Tape on October 12, 1994.
(2) Estimated solely for the purpose of calculating the
registration fee in accordance with Rule 457 under the
Securities Act of 1933, as amended.
Page 1 of II-8 pages
Exhibit Index at sequentially numbered page II-8<PAGE>
EXPLANATORY NOTE
As permitted by the rules of the Securities and Exchange
Commission (the "Commission"), this Registration Statement omits
the information specified in Part I of Form S-8.
-i-<PAGE>
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3: Incorporation of Documents by Reference
The following documents filed with the Commission by Chicago
and North Western Transportation Company, formerly Chicago and
North Western Holdings Corp., (the "Company") are incorporated in
this Registration Statement on Form S-8 (the "Registration
Statement") by reference:
(a) The Company's annual report on Form 10-K for the fiscal
year ended December 31, 1993 (the "1993 Form 10-K").
(b) All other reports filed by the Company pursuant to
Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") since the end of
the fiscal year covered by the 1993 Form 10-K.
(c) The description of the Company's common stock, par
value $.01 per share (the "Common Stock") at page 53-54
of the Prospectus dated July 21, 1993 included in the
Company's Registration Statement on Form S-3 (Reg. No.
33-64634).
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all
securities registered hereunder have been sold or which
deregisters all of the securities offered then remaining unsold,
shall be deemed to be incorporated herein by reference and to be
a part hereof from the date of filing of such documents.
_______________
The consolidated financial statements and schedules included
or incorporated by reference in Chicago and North Western
Transportation Company's Annual Report on Form 10-K for the year
ended December 31, 1993, which statements and schedules are
incorporated by reference herein, have been audited by Arthur
Andersen LLP, independent public accountants, as indicated in
their reports with respect thereto, and are incorporated by
reference herein in reliance upon the authority of said firm as
experts in accounting and auditing in giving said reports.
Reference is made to said reports dated February 4, 1994, which
include an explanatory paragraph with respect to the change in
method of accounting for other postretirement benefits in 1992
and the change in method of accounting for income taxes in 1991
as discussed in Note 1(f) to the consolidated financial
statements of the Company incorporated by reference herein.
Future financial statements of the Company and the reports
thereon of Arthur Andersen LLP to be included in subsequent filed
II-1<PAGE>
documents also will be incorporated by reference in this
registration statement in reliance upon the authority of that
firm as experts in giving those reports to the extent said firm
has audited those financial statements and consented to the use
of their reports thereon.
Item 4: Description of Securities
Not applicable.
Item 5: Interests of Named Experts and Counsel
The legality of the Common Stock being originally offered
hereunder has been passed upon by Sonnenschein Nath & Rosenthal
("SNR"), counsel to the Company, 8000 Sears Tower, Chicago,
Illinois 60606. As of October 12, 1994, Tower Investors, an
investment partnership sponsored by SNR, directly owned 122,026
shares of the Company's Common Stock.
Item 6: Indemnification of Directors and Officers
Section 145 of the General Corporation Law of the State of
Delaware (the "Delaware Law") empowers a Delaware corporation to
indemnify any persons who are, or are threatened to be made,
parties to any threatened, pending or completed legal action,
suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such
corporation), by reason of the fact that such person is or was an
officer, director, employee or agent of such corporation, or is
or was serving at the request of such corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise. The indemnity may
include expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or
proceeding, provided that such officer or director acted in good
faith and in a manner he reasonably believed to be in or not
opposed to the corporation's best interests, and, for criminal
proceedings, had no reasonable cause to believe his conduct was
unlawful. A Delaware corporation may indemnify officers and
directors against expenses (including attorneys' fees) in an
action by or in the right of the corporation under the same
conditions, except that no indemnification is permitted without
judicial approval if the officer or director is adjudged to be
liable to the corporation. Where an officer or director is
successful on the merits or otherwise in the defense of any
action referred to above, the corporation must indemnify him
against the expenses which such officer or director actually and
reasonably incurred.
In accordance with Section 102(b)(7) of the Delaware Law,
the Certificate of Incorporation, as amended, of the Company
II-2<PAGE>
contains a provision to limit the personal liability of the
directors of the Company for violations of their fiduciary duty.
This provision eliminates director's liability to the Company or
its stockholders for monetary damages except (i) for any breach
of the director's duty of loyalty to the Company or its
stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware Law providing for
liability of directors for unlawful payment of dividends or
unlawful stock purchases or redemptions, or (iv) for any
transaction from which a director derived an improper personal
benefit. The effect of this provision is to eliminate the
personal liability of directors for monetary damages for actions
involving a breach of their fiduciary duty of care, including any
such actions involving gross negligence.
Article IV of the By-Laws of the Company provides for
indemnification of the officers and directors of the Company to
the full extent permitted by applicable law. The Company has in
effect insurance policies providing both directors' and officers'
liability coverage and corporation reimbursement coverage.
Item 7: Exemption from Registration Claimed
Not applicable.
Item 8: Exhibits
4.1 Restated Certificate of Incorporation of the Company
(Exhibit 4.1 to the Registration Statement on Form
S-8 filed with the Commission on December 10, 1993
(Reg. No. 33-51405) ("1993 Form S-8"))*/
4.2 Certificate of Amendment of Restated Certificate of
Incorporation of Chicago and North Western Holdings
Corp.
4.3 By-Laws of the Company, amended November 23, 1993
(Exhibit 4.2 to the 1993 Form S-8)*/
5.1 Opinion of Sonnenschein Nath & Rosenthal
23 Consent of Sonnenschein Nath & Rosenthal
23.1 Consent of Arthur Andersen LLP.
____________________
*/ Incorporated by reference.
II-3<PAGE>
Item 9: Undertakings
(a) Rule 415 Offering. The Company hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as amended (the
"Securities Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the Registration Statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in
the Registration Statement or any material change to
such information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3 or Form
S-8, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Company pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) Incorporation of Subsequent Exchange Act Documents by
Reference.
The Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing
of the Company's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered
II-4<PAGE>
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(c) Filing of Registration Statement.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in
the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the Company of expenses incurred or paid by a director,
officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
II-5<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Company certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Chicago, State of Illinois, on October 13, 1994.
CHICAGO AND NORTH WESTERN
TRANSPORTATION COMPANY
By: /s/ ROBERT SCHMIEGE
Robert Schmiege
Chairman, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Robert Schmiege
and James E. Martin and each of them, his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and
stead, in any and all capacities, to sign any and all amendments
to this Registration Statement, and to file the same, with all
exhibits thereto, and all documents in connection therewith, with
the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing
requisite and necessary to be done, in and about the premises, as
fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said
attorneys-in-fact, and each of them, and agents or their
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
Signature Title Date
/s/ ROBERT SCHMIEGE Chairman, President, October 13, 1994
Robert Schmiege Chief Executive Officer
and Director (Principal
Executive Officer)
/s/ JAMES E. MARTIN Executive Vice October 13, 1994
James E. Martin President - Operations
and Director
II-6<PAGE>
/s/ F. G. BITTER Senior Vice President October 13, 1994
F. G. Bitter - Finance and Accounting
(Principal Financial
Officer and Principal
Accounting Officer)
/s/ RICHARD K. DAVIDSON Director October 13, 1994
Richard K. Davidson
/s/ JAMES J. MOSSMAN Director October 13, 1994
James J. Mossman
/s/ HAROLD A. POLING Director October 13, 1994
Harold A. Poling
/s/ SAMUEL K. SKINNER Director October 13, 1994
Samuel K. Skinner
/s/ JAMES R. THOMPSON Director October 13, 1994
James R. Thompson
II-7<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibit
4.1 Restated Certificate of Incorporation of the
Company (Exhibit 4.1 to the Registration Statement
on Form S-8 filed with the Commission on
December 10, 1993 (Reg. No. 33-51405) ("1993 Form
S-8"))*/
4.2 Certificate of Amendment of Restated Certificate
of Incorporation of Chicago and North Western
Holdings Corp.
4.3 By-Laws of the Company amended November 23, 1993
(Exhibit 4.2 to the 1993 Form S-8)*/
5.1 Opinion of Sonnenschein Nath & Rosenthal
23 Consent of Sonnenschein Nath & Rosenthal
23.1 Consent of Arthur Andersen LLP
____________________
*/ Incorporated by reference.
II-8<PAGE>
EXHIBIT 4.2
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
CHICAGO AND NORTH WESTERN HOLDINGS CORP.
_________________________________________
Adopted in accordance with the provisions
of Section 242 of the General Corporation
Law of the State of Delaware
_________________________________________
The undersigned, Robert Schmiege, Chairman, President and
Chief Executive Officer, and James P. Daley, Senior Vice
President, General Counsel and Secretary, of Chicago and North
Western Holdings Corp., a corporation existing under the laws of
the State of Delaware (the "Corporation"), do hereby certify as
follows:
FIRST: The amendment to the Corporation's Restated
Certificate of Incorporation set forth in the following
resolution was duly approved and adopted by the Board of
Directors of the Corporation in accordance with the provisions of
Section 141(b) of the General Corporation Law of the State of
Delaware:
RESOLVED, that the Board of Directors of Chicago
and North Western Holdings Corp. hereby declare the
advisability of an amendment of its Restated
Certificate of Incorporation, amending and restating
Article First, thereof, to read as follows:<PAGE>
FIRST: The name of the corporation is
Chicago and North Western Transportation
Company.
SECOND: That such amendment was thereafter duly adopted in
accordance with the provisions of the general Corporation Law of
the State of Delaware by the holders of a majority of the
outstanding stock entitled to vote thereon.
THIRD: That such amendment was duly adopted in accordance
with the provisions of Section 242 of the General Corporation Law
of the State of Delaware.
FOURTH: That such amendment shall become effective at 5:00
E.S.T. on May 6, 1994.
IN WITNESS WHEREOF, Chicago and North Western Holdings Corp.
has caused this Certificate of Amendment to be executed this 3rd
day of May, 1994.
/s/ ROBERT SCHMIEGE
Robert Schmiege
Chairman, President and
Chief Executive Officer
ATTEST:
/s/ JAMES P. DALEY
James P. Daley
Secretary<PAGE>
EXHIBIT 5.1
October 13, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Ladies and Gentlemen:
A Registration Statement on Form S-8 (the "Registration
Statement") is being filed on or about the date of this letter
with the Securities and Exchange Commission to register shares of
common stock, par value $.01 per share (the "Shares"), of Chicago
and North Western Transportation Company (the "Company") which
may from time to time be offered by the Company in connection
with the Chicago and North Western Transportation Company 1994
Equity Incentive Plan (the "Plan"). This opinion is delivered in
accordance with the requirements of Item 601(b)(5) of Regulation
S-K under the Securities Act of 1933, as amended.
We have acted as counsel to the Company in connection with
the Registration Statement. In rendering this opinion, we have
examined and are familiar with originals or copies, certified or
otherwise identified to our satisfaction, of the corporate
records of the Company, including its Restated Certificate of
Incorporation, as amended, its By-Laws, and minutes of directors'
and stockholders' meetings, and other documents (including the
Plan), which we have deemed relevant or necessary as the basis
for the opinion as hereinafter set forth.
We have assumed the legal capacity of all natural persons,
the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified
or photostatic copies and the authenticity of the originals of
such latter documents. In making our examination of documents
executed by parties other than the Company, we have assumed that
such parties had the power, corporate or otherwise, to enter into
and to perform their respective obligations thereunder and have
also assumed the due authorization by all requisite action,
corporate or otherwise, and the execution and delivery by such
parties of such documents and the validity and binding effect
thereof. As to any facts material to the opinion expressed<PAGE>
Securities and Exchange Commission
October 13, 1994
Page 2
herein, we have relied upon oral or written statements and
representations of officers and other representatives of the
Company and others.
Based upon and subject to the foregoing, it is our opinion
that the Shares that will be originally issued under the Plan
have been duly authorized and, when issued pursuant to, and in
accordance with the Plan, will be validly issued, fully paid and
non-assessable.
Very truly yours,
SONNENSCHEIN NATH & ROSENTHAL
By: /s/ DENNIS N. NEWMAN
Dennis N. Newman
DNN/mxd<PAGE>
EXHIBIT 23
October 13, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Ladies and Gentlemen:
In accordance with the requirements of Item 601(b)(5) of
Regulation S-K under the Securities Act of 1933, as amended, our
opinion is being delivered and filed as an exhibit to a
Registration Statement on Form S-8 (the "Registration Statement")
being filed on or about the date of this letter with the
Securities and Exchange Commission to register shares of common
stock, par value $.01 per share (the "Shares"), of Chicago and
North Western Transportation Company (the "Company") which may
from time to time be offered by the Company in connection with
the Chicago and North Western Transportation Company 1994 Equity
Incentive Plan (the "Plan").
We consent to the inclusion of this opinion as an exhibit to
the Registration Statement and to the reference to Sonnenschein
Nath & Rosenthal under the caption "Item 5: Interests of Named
Experts and Counsel" in the Registration Statement.
Very truly yours,
SONNENSCHEIN NATH & ROSENTHAL
By: /s/ DENNIS N. NEWMAN
Dennis N. Newman
DNN/jms<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
reports dated February 4, 1994 included or incorporated by
reference in Chicago and North Western Transportation Company's
Form 10-K for the year ended December 31, 1993 and to all
references to our Firm included in this registration statement.
Arthur Andersen LLP
Chicago, Illinois
October 13, 1994<PAGE>
