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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
Amendment No. 7
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. 7 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, Amendment No. 5 filed on April 14, 1995 and
Amendment No. 6 filed on April 21, 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 Corporation, 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 Offer expired at midnight, New York City time, on Monday,
April 24, 1995. Based upon a preliminary count, a total of
approximately 31,529,846 Shares (including approximately 303,630
shares subject to guarantees of delivery or receipt of additional
documentation), had been tendered pursuant to the Offer. Union
Pacific issued a press release on April 25, 1995 announcing, among
other things, that all validly tendered Shares will be purchased in
accordance with the terms of the Offer. A copy of such press
release is attached hereto as Exhibit 45 and is hereby incorporated
by reference herein. The Purchaser converted its 12,835,304 Non-Voting
Shares into Shares on April 25, 1995. The Shares tendered, together
with the Shares received upon such conversion, constitute approximately
99.47% of the Company's presently outstanding Shares. In addition, the
New York Stock Exchange announced on April 25, 1995 that the trading of
Shares on such exchange was suspended immediately and that application
will be made to the SEC to delist the Shares.
To the extent any statements in the Schedule 14D-9 are inconsistent
with the foregoing, such statements are hereby deemed to be superseded
by the foregoing.
Item 9. Material to be Filed as Exhibits
Item 9 of the Schedule 14D-9 is hereby supplemented by adding
the following information:
Exhibit 45 - Text of Press Release of Union Pacific issued
on April 25, 1995.
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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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Its: Vice President-Law
Date: April 25, 1995
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EXHIBIT INDEX
Exhibit No. Description
----------- -----------
Exhibit 45 - Text of Press Release of Union Pacific issued on
April 25, 1995.
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EXHIBIT 45
[Union Pacific Corporation Logo]
News Release
Contact: 610-861-3388
Harvey S. Turner
Director-Public Relations
Martin Tower
Eighth and Eaton Avenues
Bethlehem, PA 18018
FOR IMMEDIATE RELEASE
Bethlehem, PA, April 25, 1995 -- Union Pacific Corporation
(NYSE: UNP) announced today that its indirect wholly-owned
subsidiary, UP Rail, Inc., has completed its cash tender offer for
all outstanding shares of common stock of Chicago and North Western
Transportation Company (NYSE: CNW) at a price of $35.00 per share.
Union Pacific stated that, based upon a preliminary count, a
total of approximately 31,529,846 shares (including approximately
303,630 shares subject to guarantees of delivery or receipt of
additional documentation), had been tendered pursuant to the offer,
which expired at midnight, New York City time, on Monday, April 24,
1995, and that all validly tendered shares will be purchased in
accordance with the terms of the offer.
The shares tendered, together with the 12,835,304 CNW shares
which Union Pacific will own upon conversion of its non-voting CNW
shares, constitute approximately 99.47% of CNW's presently
outstanding shares. There remain approximately 235,048 shares
not tendered or beneficially owned by Union Pacific.
Pursuant to the terms of the Agreement and Plan of Merger,
dated as of March 16, 1995, by and among Union Pacific, UP Rail,
Inc. and CNW, three of the directors of CNW will resign and be
replaced by UP designees. The remaining four CNW directors (three
of whom are outside directors and one of whom is a UP designee)
will remain on the Board.
As previously announced, all CNW common shares not tendered
and purchased pursuant to the offer will be acquired in a subse-
quent second-step merger transaction at the same $35.00 per share
price. The merger is expected to occur following receipt of a
determination by the Interstate Commerce Commission that the
consideration paid in the merger is "just and reasonable." The
receipt of such determination is expected to occur no sooner than
July 1, 1995.
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