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 25, 1995
CHICAGO AND NORTH WESTERN TRANSPORTATION COMPANY
(Exact name of registrant as specified in its charter)
Delaware 33-30874 13-3526817
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
165 North Canal Street, One North Western Center
Chicago, Illinois 60606
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (312) 559-7000
N/A
(Former name or former address, if changed since last report)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On April 25, 1995, Union Pacific Corporation ("Parent"),
through its indirect wholly owned subsidiary, UP Rail, Inc. (the
"Purchaser"), accepted for purchase approximately 31,529,846
shares of common stock, par value $.01 per share, of the
Registrant (the "Common Stock" or the "Shares") (including
approximately 303,630 Shares subject to guarantees of delivery or
receipt of additional documentation) that had been tendered and
not withdrawn pursuant to the Purchaser's tender offer for all
outstanding shares of Common Stock at $35.00 per share, net to
the seller in cash (the "Offer"). The Offer was made pursuant to
an Agreement and Plan of Merger (the "Merger Agreement"), dated
as of March 16, 1995, by and among the Registrant, Parent and the
Purchaser, which provided for, among other things, the making of
the Offer by the Purchaser. A copy of the press release issued
by Parent pertaining to the consummation of the Offer is attached
hereto as Exhibit 99.1 and incorporated herein by reference.
The Shares purchased pursuant to the Offer, together with
the 12,835,304 Shares which the Purchaser acquired upon
conversion of its previously acquired non-voting shares of common
stock, par value $.01 per share, of the Registrant (the "Non-
Voting Shares"), constitute approximately 99.47% of the
outstanding Shares.
The aggregate purchase price for the Shares purchased
pursuant to the Offer was $1,103,544,610. The Purchaser's source
of funds to acquire the Shares was Parent. Parent's source of
funds for the acquisition was the proceeds of its commercial
paper program. Parent will refinance such commercial paper with
proceeds from further issuances under its commercial paper
program and/or issuances of medium and long-term notes which
Parent may issue from time to time (including the proceeds from
Parent's issuance on April 27, 1995 of its $425 million 7.60%
Notes due May 1, 2005 and $275 million 8.35% Sinking Fund
Debentures due May 1, 2025).
In accordance with the terms of the Merger Agreement,
following the Purchaser's acceptance of Shares for payment, three
of the directors of the Registrant resigned and were replaced by
Parent designees. The remaining four directors of the Registrant
(three of whom are outside directors and one of whom is a Parent
designee) will remain on the Registrant's Board of Directors.
To the knowledge of the Registrant, there are no
arrangements, including any pledge by any person of securities of
the Registrant, the operation of which may at a subsequent date
result in a further change in control of the Registrant.
ITEM 5. OTHER EVENTS.
The New York Stock Exchange ("NYSE") issued a press release
on April 25, 1995 announcing that trading in the Registrant's
Common Stock was suspended immediately and that the NYSE would
apply to the Securities and Exchange Commission to delist the
Registrant's Shares.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
(C) EXHIBITS.
99.1 Press Release issued by Parent dated April 25,
1995.
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.
April 26, 1995
CHICAGO AND NORTH WESTERN
TRANSPORTATION COMPANY
By: /s/ Carl W. von Bernuth
Name: Carl W. von Bernuth
Title: Senior Vice President
and General Counsel
[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 that Union Pacific will own upon conversion of its non-
voting CNW shares, constitute approximately 99.47 percent 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 subsequent 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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