<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
Amendment No. 2
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
<PAGE>
This Amendment supplements and amends as Amendment No. 2 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
(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, and the related 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:
On March 30, 1995, the Court of Chancery in Delaware, in the case entitled
Feiwel v. Martin, et al. (C.A. No. 14109), granted expedited discovery and
scheduled a hearing on April 13, 1995, for (i) plaintiffs' motion for a
preliminary injunction and (ii) defendants' motion to dismiss the case for lack
of subject matter jurisdiction on grounds that the Interstate Commerce
Commission is the exclusive forum to consider plaintiffs' purported claims. A
copy of such order is attached hereto as Exhibit 35 and incorporated herein by
reference.
<PAGE>
Item 9. Material to be Filed as Exhibits
Item 9 of the Schedule 14D-9 is hereby supplemented by adding the following
information:
Exhibit 35 - Order of the Court of Chancery in Delaware, in the case
entitled Feiwel v. Martin, et al. (C.A. No. 14109), dated March 30, 1995,
granting expedited discovery and scheduling a hearing on April 13, 1995, for (i)
plaintiffs' motion for a preliminary injunction and (ii) defendants' motion to
dismiss the case for lack of subject matter jurisdiction.
<PAGE>
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
----------------------
Date: March 31, 1995
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
99.35 Order of the Court of Chancery in
Delaware, in the case entitled Feiwel v.
Martin, et al. (C.A. No. 14109), dated
March 30, 1995, granting expedited
discovery and scheduling a hearing on
April 13, 1995, for (i) plaintiffs'
motion for a preliminary injunction and
(ii) defendants' motion to dismiss the
case for lack of subject matter
jurisdiction.
<PAGE>
EXHIBIT 99.35
[Letterhead of Court of Chancery of the State of Delaware]
March 30, 1995
VIA FAX & FIRST CLASS MAIL
Joseph A. Rosenthal, Esquire Thomas Reed Hunt, Jr., Esquire
Rosenthal, Monhait, Gross William M. Lafferty, Esquire
& Goddess Morris, Nichols, Arsht & Tunnell
P.O. Box 1070 P.O. Box 1347
Wilmington, DE 19899 Wilmington, DE 19899
Thomas J. Allingham, II, Esquire
Skadden, Arps, Slate, Meagher
& Flom
P.O. Box 636
Wilmington, DE 19899
Re: Feiwel, et al. v. Martin, et al.
Civil Action No. 14109
--------------------------------
Dear Counsel:
Various shareholders of Chicago and North Western Transportation Company
("CNW") seek a preliminary injunction of CNW's planned merger with Union
Pacific Corporation ("UP"). Plaintiffs request expedited discovery in this
matter. CNW and UP (collectively "Defendants") oppose Plaintiffs' request for
expedited discovery on the grounds that this Court lacks subject matter
jurisdiction over Plaintiffs' claims.
Despite the excellent efforts of counsel to briefly address the
jurisdiction issue in letters to the Court and a telephone conference, I have
decided to grant Plaintiffs' motion for expedited discovery and defer
<PAGE>
ruling on the jurisdiction issue until the preliminary injunction hearing. I
defer decision on the jurisdiction issue because of the complexity of the issue
presented to the Court and the extreme time constraints presented by this
lawsuit. I will hear Plaintiffs' motion for preliminary injunction on
Thursday, April 13, 1995, at 10:00 a.m. in Wilmington. Plaintiffs shall file
their reply brief on or before April 12. The parties shall confer to establish
the remainder of the briefing schedule. The parties should brief Defendants'
motion to dismiss for lack of subject matter jurisdiction for that hearing.
IT IS SO ORDERED.
Very truly yours,
/s/ William B. Chandler, III
William B. Chandler, III
WBCIII:meg
oc: Register in Chancery
xc: Chancellor
Vice Chancellors
