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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
Chicago and North Western Transportation Company
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
167155 10 0
(CUSIP Number)
Richard J. Ressler, Esq.
Union Pacific Corporation
Martin Tower, Eighth and Eaton Avenues
Bethlehem, Pennsylvania 18018
(610) 861-3200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copy to:
Paul T. Schnell
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, New York 10022
(212) 735-3000
December 13, 1994
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a
statement on Schedule 13G to report the acquisition which
is the subject of this Schedule 13D, and is filing the
statement because of Rule 13d-1(b)(3) or (4), check the
following box: [ ]
Check the following box if a fee is being paid
with the statement: [ ]
SCHEDULE 13D
CUSIP No. 167155 10 0
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Union Pacific Corporation
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ( )
(b) (x)
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS*
WC
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
__________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Utah
_________________________________________________________________
(7) SOLE VOTING POWER
NUMBER OF
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 12,835,304
EACH (on conversion of non-voting
REPORTING common stock) (See Item 5)
PERSON
WITH ___________________________________
(9) SOLE DISPOSITIVE POWER
___________________________________
(10) SHARED DISPOSITIVE POWER
12,835,304 (See Item 5)
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,835,304 (See Item 5)
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* (x)
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
29.13% (assuming conversion of non-voting common stock)
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
HC and CO
_________________________________________________________________
* SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 167155 10 0
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
UP Rail, Inc.
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ( )
(b) (x)
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS*
WC
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
__________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Utah
_________________________________________________________________
(7) SOLE VOTING POWER
NUMBER OF
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 12,835,304
EACH (on conversion of non-voting
REPORTING common stock) (See Item 5)
PERSON)
WITH ___________________________________
(9) SOLE DISPOSITIVE POWER
___________________________________
(10) SHARED DISPOSITIVE POWER
12,835,304 (See Item 5)
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,835,304 (See Item 5)
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* (x)
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
29.13% (assuming conversion of non-voting common stock)
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
CO
_________________________________________________________________
* SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 167155 10 0
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Union Pacific Holdings, Inc.
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ( )
(b) (x)
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS*
WC
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
__________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Utah
_________________________________________________________________
(7) SOLE VOTING POWER
NUMBER OF
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 12,835,304
EACH (on conversion of non-voting
REPORTING common stock) (See Item 5)
PERSON
WITH ___________________________________
(9) SOLE DISPOSITIVE POWER
___________________________________
(10) SHARED DISPOSITIVE POWER
12,835,304 (See Item 5)
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,835,304 (See Item 5)
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* (x)
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
29.13% (assuming conversion of non-voting common stock)
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
HC and CO
_________________________________________________________________
* SEE INSTRUCTIONS BEFORE FILLING OUT!
This Amendment No. 5 filed by Union Pacific
Corporation, a Utah corporation ("UP"), Union Pacific
Holdings, Inc., a Utah corporation ("UP Holdings"), and
UP Rail, Inc., a Delaware corporation ("UP Rail"), amends
the Statement on Schedule 13D, dated April 9, 1992, as
previously amended (the "Schedule 13D"), with respect to
the common stock, par value $.01 per share (the
"Shares"), of Chicago and North Western Transportation
Company, a Delaware corporation (the "Issuer"). UP, UP
Holdings and UP Rail are hereinafter collectively
referred to as the "Reporting Persons." Capitalized
terms used but not defined herein shall have the meanings
ascribed thereto in the Schedule 13D.
Item 2. Identity and Background.
Item 2 is hereby supplemented as follows:
(a)-(c), (f). The names, business addresses,
present principal occupations or employments, and
citizenship (and the names, principal businesses and
addresses of the corporations or other organizations in
which such employment is conducted) of the executive
officers and directors of each of UP, UP Holdings and UP
Rail, as amended, are set forth in Schedule I attached
hereto.
Item 4. Purpose of Transaction.
Item 4 is hereby supplemented as follows:
As previously disclosed, UP filed an
application with the Interstate Commerce Commission (the
"ICC") on January 29, 1993 for an order authorizing the
common control, within the meaning of the Interstate
Commerce Act (the "Act"), of the rail subsidiaries of the
Issuer and of UP. UP requested that the ICC issue an
order that would permit UP to, among other things,
convert its shares of non-voting common stock of the
Issuer, par value $.01 per share (the "Non-Voting Common
Stock") into Shares, vote such Shares, acquire additional
Shares if it determines to do so and (subject to approval
of the Issuer) coordinate further the services of the
railroad subsidiaries of UP and the Issuer, in each of
the above cases without the need to obtain any further
control authorization from the ICC. On December 13,
1994, the commissioners of the ICC voted 4-0 to approve
UP's application, subject to a standard labor protection
condition and a requirement that the Soo Line Railroad
Company ("Soo") be permitted to admit third parties to
certain joint facilities operated by Soo and the Issuer.
Such preliminary approval by the ICC will become final
and effective upon publication by the ICC of its written
opinion on this matter and the passage of any applicable
period of time specified in such opinion (provided that
no stays have been entered by any court or the ICC prior
to such time). Upon such final approval, UP will be
permitted to take two additional seats on an expanded
nine-member board of directors of the Issuer. UP
currently has the right to designate one member of the
Issuer's current seven-member board. UP also intends,
upon such final ICC approval, to convert its Non-Voting
Stock into Shares. In addition, UP plans, upon such
final ICC approval, to seek to enter into a series of
marketing and operating coordination arrangements between
the Union Pacific and Chicago and North Western
railroads; the actual terms and conditions of such
arrangements, if any, will be determined based upon
future negotiations, if any, between UP and the Issuer in
regard to such arrangements.
The Reporting Persons intend to review their
investment in the Issuer on a continuing basis and
reserve the right to acquire Shares in the open market or
in privately negotiated transactions or otherwise
(subject to obtaining final ICC approval), to maintain
their holdings at current levels or to sell all or a
portion of their holdings in the open market or in
privately negotiated transactions or otherwise. Any such
actions will depend upon, among other things, the
availability of Shares for purchase at satisfactory price
levels; the continuing evaluation of the Issuer's
business, financial condition, operations and prospects;
general market, economic and other conditions; the
relative attractiveness of alternative business and
investment opportunities; the availability of financing;
the actions of the management and Board of Directors of
the Issuer; and other future developments. Except as set
forth above and in Item 5 below, the Reporting Persons
have no present plans or intentions which would result in
or relate to any of the transactions described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby supplemented as follows:
(a)-(b). As of the close of business on
December 14, 1994, UP Rail beneficially owned 12,835,304
shares of Non-Voting Common Stock. Assuming the
conversion of the 12,835,304 shares of Non-Voting Common
Stock beneficially owned by UP Rail into Shares, such
Shares would represent, in the aggregate, 29.13% of the
44,059,760 Shares outstanding as of October 15, 1994, as
reported in the Issuer's Quarterly Report on Form 10-Q
(the "Form 10-Q"), filed on November 15, 1994 (including
as outstanding for this purpose the Shares issuable upon
conversion of the shares of Non-Voting Common Stock). UP
Rail has the sole power to dispose or direct the
disposition of the 12,835,304 shares of Non-Voting Common
Stock beneficially owned by it and would have the sole
power to vote or direct the vote (subject to obtaining
final ICC approval) and the sole power to dispose or
direct the disposition of the Shares into which the Non-
Voting Common Stock is convertible. As discussed in Item
4 above, UP intends, upon effectiveness of the ICC's
opinion, to convert its Non-Voting Stock into Shares.
Pursuant to Rule 13d-3(d)(1)(i) promulgated
under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), UP Rail may be deemed to be the
beneficial owner of the Shares into which the Non-Voting
Common Stock is convertible. As the sole shareholder of
UP Rail, UP Holdings may be deemed to have voting and
dispositive power with respect to such shares of Non-
Voting Common Stock and the Shares into which the Non-
Voting Common Stock is convertible and may therefore be
deemed to be the beneficial owner of all such shares. As
the sole shareholder of UP Holdings, UP may be deemed to
have voting and dispositive power with respect to such
shares of Non-Voting Common Stock and the Shares into
which the Non-Voting Common Stock is convertible and may
therefore be deemed to be the beneficial owner of all
such shares.
Pursuant to Rule 13d-5(b)(1) promulgated under
the Exchange Act, to the extent a "group" is deemed to
exist by virtue of an agreement, dated as of June 21,
1993 among the parties to the Stockholders Agreement, as
previously described in the Schedule 13D, each of the
Reporting Persons could be deemed to have beneficial
ownership, for purposes of Sections 13(g) and 13(d) of
the Exchange Act, of all of the equity securities of the
Issuer beneficially owned by the remaining parties to the
1993 Agreement. Accordingly, the Reporting Persons could
be deemed to beneficially own an aggregate of 14,405,971
Shares, or approximately 32.70% of the outstanding Shares
(assuming the conversion of the Non-Voting Common Stock
held by UP Rail into Shares), of which 1,570,667 Shares,
or 3.56% are owned by certain individuals employed by the
Issuer, CNW Corporation, an indirect wholly-owned
subsidiary of the Issuer ("CNW"), or Chicago and North
Western Railway Company, an indirect wholly-owned
subsidiary of the Issuer ("CNWT") (collectively, the
"Management Investors"). Excluding the Shares issuable
upon conversion of the Non-Voting Common Stock held by UP
Rail, such Management Investors beneficially own 5.30% of
the outstanding Shares.
The foregoing Share ownership amounts for the
Management Investors are based on the Issuer's proxy
statement dated March 28, 1994.
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete
and correct.
Dated: December 15, 1994
UP RAIL, INC.
By: /s/ Carl W. von Bernuth
__________________________
Name: Carl W. von Bernuth
Title: Vice President and
Assistant Secretary
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete
and correct.
Dated: December 15, 1994
UNION PACIFIC HOLDINGS, INC.
By: /s/ Carl W. von Bernuth
__________________________
Name: Carl W. von Bernuth
Title: Vice President and
Chief Legal Officer
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete
and correct.
Dated: December 15, 1994
UNION PACIFIC CORPORATION
By: /s/ Carl W. von Bernuth
____________________________
Name: Carl W. von Bernuth
Title: Senior Vice President
and General Counsel
Schedule I
1. Directors and Executive Officers of Union Pacific
Corporation ("UP"). The name, present principal
occupation or employment of each of the directors and
executive officers of UP, and the name, principal
business and address of any organization in which such
employment is conducted, are set forth below. Unless
otherwise indicated, the business address of each person
listed below is Martin Tower, Eighth and Eaton Avenues,
Bethlehem, Pennsylvania 18018. Each director and
executive officer listed below is a citizen of the United
States. Directors are identified by an asterisk.
Present Principal
Name and Business Occupation
or Residence Address or Employment
Robert P. Bauman* Chairman
1500 Littleton Road British Aerospace, p.l.c.
Parsippany, NJ 07054
Richard S. Cheney* Senior Fellow
1150 17th Street, NW American Enterprise
Suite 1100 Institute
Washington, DC 20036
E. Virgil Conway* Financial Consultant
101 Park Avenue and Corporate Director
31st Floor
New York, NY 10178
Spencer F. Eccles* Chairman and Chief
79 S. Main Street Executive Officer
Salt Lake City, UT 84111* First Security Corporation
Elbridge T. Garry, Jr.* Partner
59 Wall Street Brown Brothers Harriman
New York, NY 10005 & Co.
William H. Gray, III* President
11328 French Horn Lane United Negro College Fund
Reston, VA 22091
Judith Richards Hope* Senior Partner
1050 Connecticut Ave., NW Paul, Hastings, Janofsky
Twelfth Floor & Walker
Washington, DC 20036
Lawrence M. Jones* Retired Chairman and Chief
250 North St. Francis St. Executive Officer
P.O. Box 1762 The Coleman Company, Inc.
Wichita, KS 67201
Drew Lewis* Chairman
Union Pacific Corporation
Richard J. Mahoney* Chairman & Chief Executive
800 N. Lindbergh Blvd. Officer
St. Louis, MO 63167 Monsanto Company
Claudine B. Malone* President
7570 Potomac Fall Road Financial & Management
McLean, VA 22102 Consulting, Inc.
Jack L. Messman* President and Chief
801 Cherry Street Executive Officer
Forth Worth, TX 76102 Union Pacific Resources Company
John R. Meyer* Professor
138 Brattle Street Harvard University
Cambridge, MA 02138
Thomas A. Reynolds, Jr.* Chairman Emeritus
35 West Wacker Drive Winston & Strawn
Suite 4700
Chicago, IL 60601
James D. Robinson, III* President
126 E. 56th Street J.D. Robinson Inc.
26th Floor
New York, NY 10022
Robert W. Roth* Retired President and
1580 Griffin Road Chief Executive Officer
Pebble Beach, CA 93853 Jantzen, Inc.
Richard D. Simmons* President
1150 15th Street, NW International Herald
Washington, DC 20071 Tribune
Richard K. Davidson* President
1416 Dodge Street Union Pacific Corporation
Omaha, NE 68179
L. White Matthews, III* Executive Vice President
- Finance
Union Pacific Corporation
Ursula F. Fairbairn Senior Vice President
- Human Resources
Union Pacific Corporation
Carl W. von Hernuth Senior Vice President
and General Counsel
Union Pacific Corporation
Charles E. Billingsley Vice President and
Controller
Union Pacific Corporation
John E. Dowling Vice President - Corporate
Development
Union Pacific Corporation
John B. Gremillion, Jr. Vice President - Taxes
Union Pacific Corporation
Mary E. McAuliffe Vice President
- External Relations
Union Pacific Corporation
Gary F. Schuster Vice President
- Corporate Relations
Union Pacific Corporation
Gary M. Stuart Vice President and
Treasurer
Union Pacific Corporation
Judy L. Swantak Vice President and
Secretary
Union Pacific Corporation
2. Directors and Executive Officers of Union Pacific
Holdings, Inc. ("UP Holdings"). The name, president
principal occupation or employment of each of the
directors and executive officers of UP Holdings, and the
name, principal business and address of any organization
in which such employment is conducted, are set forth
below. Unless otherwise indicated, the business address
of each person listed below is Martin Tower, Eighth and
Eaton Avenues, Bethlehem, Pennsylvania 18018. Each
director and executive officer listed below is a citizen
of the United States. Directors are identified by and
asterisk.
Present Principal
Name and Business Occupation
or Residence Address or Employment
Drew Lewis* Chairman
Union Pacific Corporation
L. White Matthews, III* Executive Vice President
- Finance
Union Pacific Corporation
Carl W. von Bernuth* Senior Vice President
and General Counsel
Union Pacific Corporation
Charles E. Billingsley Vice President and
Controller
Union Pacific Corporation
John B. Gremillion, Jr. Vice President - Taxes
Union Pacific Corporation
Gary M. Stuart Vice President and
Treasurer
Union Pacific Corporation
Judy L. Swantak Vice President and
Secretary
Union Pacific Corporation
3. Directors and Executive Officers of UP Rail, Inc.
("UP Rail"). The name, present principal occupation or
employment of each of the directors and executive
officers of UP Rail, and the name, principal business and
address of any organization in which such employment is
conducted, are set forth below. Unless otherwise
indicated, the business address of each person listed
below is Martin Tower, Eighth and Eaton Avenues,
Bethlehem, Pennsylvania 18018. Each director and
executive officer listed below is a citizen of the United
States. Directors are identified by an asterisk.
Present Principal
Name and Business Occupation
or Residence Address or Employment
L. White Matthews, III* Executive Vice President
- Finance
Union Pacific Corporation
Carl W. von Bernuth* Senior Vice President
and General Counsel
Union Pacific Corporation
John E. Dowling* Vice President
- Corporate Development
Union Pacific Corporation
Judy L. Swantak Vice President and
Secretary
Union Pacific Corporation
Gary M. Stuart Vice President and
Treasurer
Union Pacific Corporation