Document/Exhibit Description Pages Size
1: 10-K/A Annual Report 7 29K
2: EX-99.2 Schedule 14D-9, Dated March 23, 1995 37 262K
3: EX-99.3 Supplement to the Offer to Purchase, Dated April 10 67K
14, 1995
4: EX-99.4 "Special Factors - Interests of Certain Persons" 4 27K
Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-K/A
(X) Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 For the Fiscal Year Ended December 31, 1994
Commission file number 33-30874
CHICAGO AND NORTH WESTERN TRANSPORTATION COMPANY
(Exact name of registrant as specified in its charter)
Delaware 13-3526817
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
165 North Canal Street 60606
Chicago, Illinois (Zip code)
(Address of principal executive offices)
(312) 559-7000
(Registrant's telephone
number, including area code)
Securities registered pursuant to Section 12(b) or the Act:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
Common Stock, $.01 par value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES X NO
As of March 31, 1995, the aggregate market value of common shares held by
nonaffiliates (based on the closing price as reported on the New York Stock
Exchange composite tape) was approximately $1,089 million.
Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of the registrant's knowledge in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. (X)
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the most recent practicable date:
CLASS OUTSTANDING AT MARCH 31, 1995
Common Stock 31,333,031 Shares
Non-Voting Common Stock 12,835,304 Shares
DOCUMENTS INCORPORATED BY REFERENCE:
PART OF FORM 10-K/A INTO WHICH
DOCUMENT DOCUMENT IS INCORPORATED
Information Statement pursuant to III
Section 14(f) of the Securities
Exchange Act of 1934 and Rule 14f-1
thereunder dated March 23, 1995.
UP Rail, Inc. (the "Purchaser"), a Utah corporation and an indirect
wholly-owned subsidiary of Union Pacific Corporation, a Utah corporation ("Union
Pacific"), pursuant to a Tender Offer Statement on Schedule 14D-1 (the "Schedule
14D-1"), dated March 23, 1995, has commenced a tender offer to purchase all of
the outstanding shares of the Common Stock ("Shares") of Chicago and North
Western Transportation Company ("Company") at a price of $35 per Share, net to
the Seller in cash (such price, or such higher amount per Share as may be
payable in the Offer, being referred to herein as the "Offer Price"), upon the
terms and subject to the conditions set forth in the Offer to Purchase, dated
March 23, 1995 (the "Offer to Purchase"), and the related Letter of Transmittal
(which, as amended from time to time, together constitute the "Offer").
The Offer is being made pursuant to the terms of an Agreement and Plan of
Merger, dated as of March 16, 1995, by and among the Company, Union Pacific and
the Purchaser (the "Merger Agreement"). The Merger Agreement provides, among
other things, for the making of the Offer by the Purchaser and further provides
that, following the completion of the Offer and the satisfaction or the waiver
of certain conditions set forth in the Merger Agreement, the Purchaser will be
merged with and into the Company (the "Merger" and, together with the Offer, the
"Transaction"). Following the consummation of the Merger (the "Effective
Time"), the Company will be the surviving corporation (the "Surviving
Corporation") and an indirect wholly-owned subsidiary of Union Pacific.
Certain information contained in this Form 10-K/A relates to the
Transaction.
Part III
Item 10. Directors and Executive Officers of the Registrant
The information set forth under Item 10 of Part III of the Company's Form
10-K for the year ended December 31, 1994 filed with the Securities and Exchange
Commission ("SEC") on March 22, 1995 (the "1994 10-K") is hereby deleted and the
following information is substituted therefor.
The following information is hereby incorporated by reference herein:
(i) the information set forth under the caption "Board of Directors"
(including information set forth under the subcaptions "General,"
"Right to Designate Directors," "The Union Pacific Designees,"
"Board of Directors of the Company, and "Board and Board
Committee meetings, Committee Functions and Composition"); and
(ii) the information set forth under the caption "Executive Officers,"
in each case in the Company's Information Statement pursuant to Section 14(f) of
the Securities Exchange Act of 1934 and Rule 14f-1 thereunder ("Information
Statement"), which Information Statement is included as Annex I to the Company's
Schedule 14D-9 ("Schedule 14D-9) dated March 23, 1995 and originally filed with
the SEC on such date.
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The Schedule 14D-9, including the Information Statement, is filed with the SEC
as Exhibit 99.2 to this Form 10-K/A.
Item 11. Executive Compensation
The information set forth under Item 11 of Part III of the Company's 1994
10-K is hereby deleted and the following information is substituted therefor.
The information set forth in the Information Statement under the captions
"Executive Compensation," "Summary Compensation Table," "Option Grants In Last
Fiscal Year," "Option Exercises and Year-End Value Table," "Pension Plan,"
"Agreements with Executive Officers," "Compensation of Directors," and "Certain
Relationships and Transactions - Compensation Committee Interlocks and Insider
Participation" and the information set forth under the caption "Merger Agreement
- Compensation and Benefits" in the Schedule 14D-9 is hereby incorporated by
reference herein. Such information is supplemented by the information contained
in the second paragraph and third paragraphs in Section 2 and the second, third,
fourth, fifth and sixth paragraphs in Section 5 in the Supplement to Offer to
Purchase dated April 14, 1995 ("Supplement"), which was filed on such date with
Amendment No. 5 to the Schedule 14 D-9 as Exhibit 40 to the Schedule 14D-9, and
is filed as Exhibit 99.3 to this Form 10-K/A.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The information set forth under Item 12 of Part III of the Company's 1994
10-K is hereby deleted and the following information is substituted therefor.
The information set forth in the Information Statement under the caption
"Security Ownership of Certain Beneficial Owners and Management" is hereby
incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions
The information set forth under Item 13 of Part III of the Company's 1994
10-K is hereby deleted and the following information is substituted therefor.
The following information is hereby incorporated herein by reference:
(i) the information set forth under the caption "Certain
Relationships and Transactions" (including information under all
subcaptions thereunder) in the Information Statement;
(ii) the information set forth in Item 8(b) - "Certain Litigation" in
the Schedule 14D-9 and the information set forth in the second,
third, fourth and fifth paragraphs of Section 6 of the
Supplement;
-4-
(iii) the information set forth in Item 5 - "Persons Retained, Employed
or to be Compensated" in the Schedule 14D-9 and the information
set forth in the second and third paragraphs in Section 2 of the
Supplement; and
(iv) the information set forth under the caption "Merger Agreement" in
the Schedule 14D-9, the information set forth in the first
thirteen paragraphs, inclusive, under the caption "Special
Factors - Interests of Certain Persons" in the Offer to Purchase,
which excerpt is filed as Exhibit 99.4 to this Form 10-K/A, and
the information set forth in the second, third, fourth, fifth and
sixth paragraphs in Section 5 of the Supplement.
Part IV
Item 14. Exhibits
The information set forth under Item 14 of Part IV of the Company's 1994
10-K is hereby supplemented by adding the following information:
Exhibit 10.70 Amendment to the Company Stock Option Agreement, dated
April 13, 1995, by and between the Purchaser and the
Company (incorporated by reference to Exhibit 41 to
Amendment No. 5 to the Schedule 14D-9 ("Amendment
No. 5")).
# Exhibit 10.71 Clarification Document, dated April 12, 1995, among the
Company, Union Pacific and the Purchaser (incorporated by
reference to Exhibit 42 to Amendment No. 5).
Exhibit 10.72 Memorandum of Understanding, dated April 13, 1995, by and
among counsel for the Company, Union Pacific, and the
plaintiffs in the five purported class action suits
previously filed in the Court of Chancery in Delaware
(incorporated by reference to Exhibit 43 to Amendment
No. 5).
# Exhibit 10.73 Form of Employment Agreement to be entered into by the
Company, Union Pacific Railroad Company ("UPRC") and
certain executives of the Company (incorporated by
reference to Exhibit 36 to Amendment No. 3 to the Schedule
14D-9 ("Amendment No. 3")).
# Exhibit 10.74 Form of Severance Agreement to be entered into by the
Company, UPRC, Chicago and North Western Railway Company
and certain executives of the Company (incorporated by
reference to Exhibit 37 to Amendment No. 3).
-5-
Exhibit 99.2 Schedule 14D-9, dated March 23, 1995 (including the
Information Statement attached thereto as Annex I, but
excluding the exhibits thereto).
Exhibit 99.3 Supplement to the Offer to Purchase, dated April 14, 1995.*
# Exhibit 99.4 Information set forth in the first thirteen paragraphs,
inclusive, under the caption "Special Factors - Interests
of Certain Persons" in the Offer to Purchase.
_____________________
* Sections 2, 5 and 6 of the Supplement are hereby incorporated by reference
in this Amendment. No other section of the Supplement is incorporated by
reference in this Amendment or shall be deemed filed with the SEC by the
Company for purposes of the Securities Exchange Act of 1934.
# Management contract or compensatory plan or arrangement.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned on its behalf by the undersigned, thereunto duly
authorized.
CHICAGO AND NORTH WESTERN
TRANSPORTATION COMPANY
By /s/ F. Gordon Bitter
---------------------------
F. Gordon Bitter
Senior Vice President and
Chief Financial Officer
Date: April 21, 1995
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EXHIBIT INDEX
Exhibit 10.70 Amendment to the Company Stock Option Agreement, dated
April 13, 1995, by and between the Purchaser and the
Company (incorporated by reference to Exhibit 41 to
Amendment No. 5 to the Schedule 14D-9 ("Amendment No. 5")).
# Exhibit 10.71 Clarification Document, dated April 12, 1995, among the
Company, Union Pacific and the Purchaser
(incorporated by reference to Exhibit 42 to
Amendment No. 5).
Exhibit 10.72 Memorandum of Understanding, dated April 13, 1995,
by and among counsel for the Company, Union
Pacific, and the plaintiffs in the five purported
class action suits previously filed in the Court of
Chancery in Delaware (incorporated by reference to
Exhibit 43 to Amendment No. 5).
# Exhibit 10.73 Form of Employment Agreement to be entered into by
the Company, Union Pacific Railroad Company
("UPRC") and certain executives of the Company
(incorporated by reference to Exhibit 36 to
Amendment No. 3 to the Schedule 14D-9 ("Amendment
No. 3")).
# Exhibit 10.74 Form of Severance Agreement to be entered into by
the Company, UPRC, Chicago and North Western
Railway Company and certain executives of the
Company (incorporated by reference to Exhibit 37 to
Amendment No. 3).
Exhibit 99.2 Schedule 14D-9, dated March 23, 1995 (including the
Information Statement attached thereto as Annex I,
but excluding the exhibits thereto).
Exhibit 99.3 Supplement to the Offer to Purchase, dated April 14, 1995.*
# Exhibit 99.4 Information set forth in the first thirteen
paragraphs, inclusive, under the caption "Special
Factors - Interests of Certain Persons" in the
Offer to Purchase.
_____________________
* Sections 2, 5 and 6 of the Supplement are hereby incorporated by
reference in this Amendment. No other section of the Supplement is
incorporated by reference in this Amendment or shall be deemed
filed with the SEC by the Company for purposes of the Securities
Exchange Act of 1934.
# Management contract or compensatory plan or arrangement.
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Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
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This ‘10-K/A’ Filing | | Date | | First | | Last | | | Other Filings |
---|
| | |
Filed on: | | 4/21/95 | | 6 | | | | | SC 14D9/A |
| | 4/14/95 | | 4 | | 7 | | | SC 13D/A, SC 13E3/A, SC 14D1/A, SC 14D9/A |
| | 4/13/95 | | 5 | | 7 |
| | 4/12/95 | | 5 | | 7 |
| | 3/31/95 | | 1 | | 2 | | | 10-Q, 10-Q/A, SC 13D/A, SC 13E3/A, SC 14D1/A |
| | 3/23/95 | | 2 | | 7 | | | SC 13D, SC 13E3, SC 14D1, SC 14D9 |
| | 3/22/95 | | 3 | | | | | 10-K |
| | 3/16/95 | | 3 |
For Period End: | | 12/31/94 | | 1 | | 3 | | | 10-K |
| List all Filings |
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