Annual Report — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K Annual Report 33 146K
2: EX-3 Exhibit 3.2 9 35K
3: EX-4 Exhibit 4.16E 10 31K
4: EX-4 Exhibit 4.17C 12 29K
5: EX-10 Exhibit 10.10 67 222K
6: EX-10 Exhibit 10.15 96 292K
7: EX-10 Exhibit 10.26 3 16K
8: EX-10 Exhibit 10.60 6 28K
9: EX-10 Exhibit 10.61 21 70K
10: EX-10 Exhibit 10.62 21 70K
11: EX-10 Exhibit 10.63 21 70K
12: EX-10 Exhibit 10.64 21 70K
13: EX-10 Exhibit 10.65 21 70K
14: EX-10 Exhibit 10.66 21 70K
15: EX-10 Exhibit 10.67 51 214K
16: EX-10 Exhibit 10.68 8 23K
17: EX-10 Exhibit 10.69 1 7K
18: EX-13 Annual or Quarterly Report to Security Holders 29 115K
19: EX-21 Subsidiaries of the Registrant 1 7K
20: EX-27 Financial Data Schedule (Pre-XBRL) 1 11K
22: EX-99 Exhibit 99.1 2 10K
21: EX-99 Miscellaneous Exhibit 2 9K
EX-10 — Exhibit 10.68
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COMPANY STOCK OPTION AGREEMENT
COMPANY STOCK OPTION AGREEMENT, dated as of March 16,
1995, by and between UP RAIL, INC., a Utah corporation (the
"Purchaser"), and CHICAGO AND NORTH WESTERN TRANSPORTATION
COMPANY, a Delaware corporation (the "Company").
WHEREAS, concurrently with the execution and delivery
of this Agreement, the Purchaser, Union Pacific Corporation, a
Utah corporation and the indirect parent of the Purchaser
("Parent"), and the Company are entering into an Agreement and
Plan of Merger (the "Merger Agreement") providing, among other
things, for the acquisition by Parent of the Company through a
tender offer by the Purchaser (the "Offer") for all of the
outstanding shares of Common Stock, $.01 par value per Share, of
the Company (the "Shares") and the subsequent merger (the
"Merger") of the Purchaser with and into the Company;
NOW, THEREFORE, in consideration of the respective
representations, warranties, covenants and agreements set forth
herein, the adequacy of which is hereby acknowledged, and
intending to be legally bound hereby, the parties hereto agree as
follows:
1. Grant of Option. The Company hereby grants the
Purchaser an irrevocable option (the "Option") at its election to
purchase at the price per Share paid by the Purchaser in the
Offer (the "Option Price") such number of authorized but unissued
Shares (the "Option Shares") as, when added to the number of
Shares owned by Parent and its affiliates immediately prior to
such purchase, would result in Parent and its affiliates owning
immediately thereafter 90.01% of the then outstanding Shares
(assuming conversion of the Purchaser's non-voting shares of
Common Stock of the Company into Shares); provided, however, that
the Option is subject to the conditions that (a) the Purchaser
shall have accepted all Shares validly tendered pursuant to the
Offer for payment; (b) the Purchaser, together with its
affiliates, shall own at least 85% and less than 90.01% of the
number of Shares then outstanding (assuming conversion of the
Purchaser's non-voting shares of Common Stock of the Company into
Shares); and (c) as a result of the exercise of the Option the
Purchaser and its affiliates shall own at least 90.01% of the
outstanding Shares (assuming conversion of the Purchaser's
non-voting shares of Common Stock of the Company into Shares).
2. Closing. Provided that the Purchaser exercises
the Option, and that the conditions thereto in Section 1 above
are satisfied, the purchase and sale hereunder shall occur at a
closing (the "Closing") as promptly as practicable following the
purchase of Shares by the Purchaser pursuant to the Offer.
3. Expiration of Option. The Option shall expire at
the Effective Time (as defined in the Merger Agreement).
4 Payment of Option Price and Delivery of
Certificates for Shares. At the Closing, (a) the Company will
deliver to the Purchaser a certificate or certificates
representing the number of Option Shares being purchased upon
exercise of the Option, registered in the name of the Purchaser
or such subsidiary thereof as the Purchaser shall designate, and
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(b) in full payment for the Option Shares, the Purchaser will
deliver to the Company the aggregate price for the Option Shares
being purchased by wire transfer of immediately available funds
or certified or bank check.
5. Representations and Warranties of the Company.
The Company represents and warrants to the Purchaser that (a) the
Company is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware and has the
corporate power and authority to enter into this Agreement and to
consummate the transactions contemplated hereby; (b) the
execution and delivery of this Agreement by the Company and the
consummation of the transactions contemplated hereby have been
duly authorized by all necessary corporate action on the part of
the Company and no other proceedings on the part of the Company
are necessary to authorize this Agreement or any of the
transactions contemplated hereby; and (c) this Agreement has been
duly executed and delivered by the Company and, assuming due
authorization, execution and delivery of this Agreement by the
Purchaser, constitutes a valid and binding obligation of the
Company, enforceable against the Company in accordance with its
terms.
6. Representations and Warranties of the Purchaser.
The Purchaser represents and warrants to the Company that (a) the
Purchaser is a corporation duly organized, validly existing and
in good standing under the laws of the State of Utah and has the
corporate power and authority to enter into this Agreement and to
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consummate the transactions contemplated hereby; (b) the
execution and delivery of this Agreement by the Purchaser and the
consummation by the Purchaser of the transactions contemplated
hereby have been duly authorized by all necessary corporate
action on the part of the Purchaser and no other proceedings on
the part of the Purchaser are necessary to authorize this
Agreement or any of the transactions contemplated hereby; and
(c) this Agreement has been duly executed and delivered by the
Purchaser and, assuming due authorization, execution and delivery
of this Agreement by the Company, constitutes a valid and binding
obligation of the Purchaser, enforceable against the Purchaser in
accordance with its terms.
7. Filings and Consents. The Purchaser and the
Company each will use its best efforts to make all filings with,
and to obtain consents of, all third parties and governmental
authorities necessary to the consummation of the transactions
contemplated by this Agreement.
8. Covenant of the Company. The Company shall not
engage in any action or omit to take any action which would have
the effect of preventing or disabling the Company from delivering
the Option Shares to the Purchaser upon exercise of the Option or
otherwise performing its obligations under this Agreement.
9. Parties in Interest; Assignment. No party to this
Agreement may assign any of its rights or obligations under this
Agreement without the prior written consent of the other party
hereto, except that the rights and obligations of the Purchaser
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hereunder may be assigned by the Purchaser to any direct or
indirect wholly-owned subsidiary or Parent of the Purchaser, but
no such assignment shall relieve the Purchaser of its obligations
hereunder. This Agreement shall be binding upon, inure to the
benefit of, and be enforceable by, the successors and permitted
assigns of the parties hereto.
10. Specific Performance. The parties hereto agree
that irreparable damage would occur in the event any of the
provisions of this Agreement were not performed in accordance
with the terms hereof or were otherwise breached and that each
party shall be entitled to specific performance of the terms
hereof, in addition to any other remedy at law or equity.
11. Entire Agreement; Amendment. This Agreement, and
the documents referred to herein or delivered pursuant hereto
which form a part hereof, contain the entire understanding of the
parties hereto with respect to its subject matter. There are no
restrictions, agreements, promises, warranties, covenants or
undertakings with respect to the subject matter hereof other than
those expressly set forth herein or therein. This Agreement
supersedes all prior agreements and understandings between the
parties with respect to its subject matter. This Agreement may
not be amended except by an instrument in writing duly executed
on behalf of both parties.
12. Notices. All notices, requests, claims, demands
and other communications hereunder shall be in writing and shall
be deemed given if delivered personally or by telex or telegram
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or mailed by registered or certified mail (postage prepaid,
return receipt requested) to the respective parties as follows:
(a) If to the Company:
Chicago and North Western
Transportation Company
165 North Canal Street
Chicago, IL 60606
Attention: Chairman and Chief
Executive Officer
with copies to:
Sonnenschein Nath & Rosenthal
8000 Sears Tower
Chicago, IL 60606
Attention: Paul J. Miller, Esq.
(b) If to the Purchaser:
Union Pacific Corporation
Martin Tower
Eighth & Eaton Avenues
Bethlehem, PA 18018
Attention: Chairman and Chief
Executive Officer
with a copy to:
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, New York 10022
Attention: Paul T. Schnell, Esq.
or to such other address as either party may have furnished to
the other in writing in accordance herewith, except that notices
of changes of address shall only be effective upon receipt.
13. Governing Law. This Agreement shall be governed
by and construed in accordance with the laws of the State of
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Delaware without giving effect to the provisions thereof relating
to conflicts of law.
14. Severability of Provisions. If any term,
provision, covenant or restriction of this Agreement is held by a
court of competent jurisdiction to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants
and restrictions of this Agreement shall remain in full force and
effect and shall in no way be affected, impaired or invalidated.
15. Further Assurances. From time to time, at the
other party's request and without further consideration, the
Company and the Purchaser will execute and deliver all such
further documents and instruments and take all such further
action as may be necessary in order to consummate the
transactions contemplated hereby, including, without limitation,
to vest in the Purchaser good title to the Option Shares
purchased hereunder.
16. Descriptive Headings. The headings contained in
this Agreement are for reference purposes only and shall not
affect in any way the meaning or interpretation of this
Agreement.
17. Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed to be an original but
both of which together shall constitute one and the same
document.
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IN WITNESS WHEREOF, the Purchaser and the Company have
caused this Agreement to be signed by their respective officers
thereunto duly authorized as of the date first written above.
UP RAIL, INC.
By /s/ Carl von Bernuth
Name:
Title:
CHICAGO AND NORTH WESTERN
TRANSPORTATION COMPANY
By /s/ Robert Schmiege
Name: Robert Schmiege
Title: Chairman, President and
Chief Executive Officer
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Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
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| This ‘10-K’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 3/22/95 |
| | 3/16/95 | | 1 |
| For Period End: | | 12/31/94 | | | | | | | 10-K/A |
| List all Filings |
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