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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
Amendment No. 6
To
SCHEDULE 14D-9
Solicitation/Recommendation Statement Pursuant
to Section 14(d)(4) of the Securities Exchange Act of 1934
________________
CHICAGO AND NORTH WESTERN TRANSPORTATION COMPANY
(Name of Subject Company)
CHICAGO AND NORTH WESTERN TRANSPORTATION COMPANY
(Names of Person(s) Filing Statement)
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
167155 10 0
(CUSIP Number of Class of Securities)
________________
ROBERT SCHMIEGE
Chairman of the Board, President and Chief Executive Officer
Chicago and North Western Transportation Company
165 North Canal Street
Chicago, Illinois 60606-1551
(312) 559-7000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Person(s) filing Statement)
________________
With a copy to:
PAUL J. MILLER, ESQ.
Sonnenschein Nath & Rosenthal
8000 Sears Tower
Chicago, Illinois 60606
(312) 876-8074
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This Amendment supplements and amends as Amendment No. 6 the
Solicitation/Recommendation Statement on Schedule 14D-9, originally
filed on March 23, 1995 and amended by Amendment No. 1 thereto
filed on March 30, 1995, Amendment No. 2 filed on April 3, 1995,
Amendment No. 3 filed on April 7, 1995, Amendment No. 4 filed on
April 10, 1995 and Amendment No. 5 filed on April 14, 1995 (the
"Schedule 14D-9), by Chicago and North Western Transportation
Company, a Delaware corporation (the "Company"), relating to the
tender offer by UP Rail, Inc. (the "Purchaser"), a Utah corporation
and an indirect wholly-owned subsidiary of Union Pacific Corpora-
tion, a Utah corporation ("Union Pacific"), initially disclosed in
a Tender Offer Statement on Schedule 14D-1, dated March 23, 1995,
to purchase all of the outstanding shares of common stock, par
value $.01 per share (the "Shares"), of the Company at $35 per
Share, net to the sellers thereof in cash, 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 by the
Supplement thereto filed on April 14, 1995 (the "Supplement"), and
the revised Letter of Transmittal. Capitalized terms used and not
otherwise defined herein shall have the meanings set forth in the
Schedule 14D-9.
Item 8. Additional Information
Item 8 of the Schedule 14D-9 is hereby supplemented by adding the
following information:
The Company issued a press release on April 20, 1995 contain-
ing certain information regarding its financial performance in the
first quarter of 1995, and a copy of such press release is attached
hereto as Exhibit 44 and is hereby incorporated by reference herein.
Item 9. Material to be Filed as Exhibits
Item 9 of the Schedule 14D-9 is hereby supplemented by adding
the following information:
Exhibit 44 - Text of Press Release of the Company issued on
April 20, 1995.
1
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SIGNATURE
After reasonable 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.
CHICAGO AND NORTH WESTERN
TRANSPORTATION COMPANY
By: /s/ RONALD J. CUCHNA
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Date: April 21, 1995
2
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EXHIBIT INDEX
Exhibit No. Description
----------- -----------
Exhibit 44 - Text of Press Release of the Company issued on
April 20, 1995.
3
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EXHIBIT 44
[LETTERHEAD OF CHICAGO AND
NORTH WESTERN TRANSPORTATION COMPANY]
Release Date: Immediate
Media Contact: Debra M. Smith
(312) 559-6186
News Release
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CHICAGO AND NORTH WESTERN TRANSPORTATION COMPANY
-----------------------------------------------
ANNOUNCES FIRST QUARTER EARNINGS
--------------------------------
Chicago, Illinois, April 20, 1995 -- The Chicago and North Western
Transportation Company (NYSE:CNW) today announced first quarter 1995 net income
of $26.7 million, or 58 cents per share, including an after-tax charge of $3.9
million, or 9 cents per share, for expenses related to the previously announced
acquisition of the CNW by the Union Pacific Corporation. Excluding the
acquisition related expenses, first quarter net income would have been $30.6
million, or 67 cents per share, nearly double the $16.0 million, or 35 cents per
share, reported in the first quarter of 1994.
First quarter operating revenues increased 12 percent to $307.0 million from
$273.9 million, while operating expenses increased 5 percent to $237.8 million
from $225.7 million. Operating income increased to $69.2 million from $48.2
million. The first quarter operating ratio was 77.5 percent, an improvement of
4.9 percentage points compared to the first quarter of 1994. Volume grew 10
percent as the railroad handled 673,036 loads compared to 610,535 loads during
the first three months of 1994.
Union Pacific's cash tender offer for all of CNW's outstanding common stock at
$35 per share is scheduled to expire at midnight, April 24, 1995.
The Chicago and North Western Transportation Company is the holding company
for the Chicago and North Western Railway 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.
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CHICAGO AND NORTH WESTERN TRANSPORTATION COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
Three Months Ended March 31
(Dollars in millions except per share amounts)
(Unaudited)
Percent
+Inc.
1995 1994 -Dec.
-------- -------- -------
Operating Revenues....................... $ 307.0 $ 273.9 +12
Operating Expenses....................... 237.8 225.7 + 5
-------- -------- -------
Operating Income......................... 69.2 48.2 +44
Other Income (loss)...................... (3.1) 0.2 N/M
Interest Expense......................... 25.0 22.6 +11
-------- -------- -------
Income Before Income Taxes............... 41.1 25.8 +59
Income Taxes............................. 14.4 9.8 +47
-------- -------- -------
Net Income............................... $ 26.7 $ 16.0 +67
======== ======== =======
Earnings Per Share....................... $ 0.58 $ 0.35 +66
======== ======== =======
Average Shares Outstanding (MM).......... 45,731 45,305 + 1
NOTE:
First quarter 1995 results included an after-tax charge of $3.9 million, or 9
cents per share, related to the previously announced acquisition of CNW by the
Union Pacific Corporation.
