SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) September 15, 1995
UNION PACIFIC CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
Utah 1-6075 13-2626465
(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
Eighth and Eaton Avenues, Bethlehem, Pennsylvania 18018
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code (610) 861-3200
N/A
FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
ITEM 5. OTHER EVENTS.
On September 15, 1995, Union Pacific Corporation
(the "Registrant") announced that its wholly owned
subsidiary, UP Acquisition Corporation ("UP
Acquisition"), in accordance with the terms of its tender
offer which expired at midnight, New York time, on
Wednesday, September 6, 1995, has determined that the
final proration factor is 37.7%. The Registrant
announced that UP Acquisition expects to begin making
payment today of $25.00 per share for 39,034,471 shares
of common stock of Southern Pacific Rail Corporation
("SP") previously accepted for payment and will return
certificates for unpurchased shares shortly. The shares
of SP common stock acquired in the tender offer are being
held in a voting trust. Following the satisfaction of
certain conditions, including, among others, approval of
the merger by the Interstate Commerce Commission and
approval by the SP stockholders, SP will be merged with
and into Union Pacific Railroad Company, a wholly owned
subsidiary of the Registrant ("UPRR"), pursuant to the
terms of a definitive Agreement and Plan of Merger, dated
as of August 3, 1995, by and among the Registrant, UP
Acquisition, UPRR and SP. A copy of the press release
pertaining to the foregoing announcements is attached
hereto as Exhibit 99.1 and is incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS.
(C) EXHIBITS.
99.1 Press Release issued by the Registrant on
September 15, 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.
September 15, 1995
UNION PACIFIC CORPORATION
By: /s/ CARL W. VON BERNUTH
Name: Carl W. von Bernuth
Title: Senior Vice President
and General Counsel
EXHIBIT INDEX
Exhibit Description
99.1 Text of Press Release issued by the Registrant
on September 15, 1995.
[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, SEPTEMBER 15 Union Pacific Corporation (NYSE:
UNP) announced today that its wholly owned subsidiary, UP
Acquisition Corporation, has determined the final proration
factor and paid for 39,034,471 common shares of Southern Pacific
Rail Corporation (NYSE: RSP) at a price of $25.00 per share in
accordance with the terms of its recently expired tender offer.
A proration factor of 37.7 percent will be applied to the shares
that were validly tendered. Union Pacific stated that, based on
a final count by the depositary, 103,520,575 shares (including
30,110,675 shares subject to guarantees of delivery) were validly
tendered in the offer which expired at midnight New York time on
Wednesday, September 6, 1995. As a result of the foregoing,
Union Pacific owns approximately 25 percent of Southern Pacific's
outstanding common shares, and has placed such shares into a
voting trust pending approval by the Interstate Commerce
Commission (ICC) of the merger of Union Pacific and Southern
Pacific.
Union Pacific expects to begin making payment today for
the shares purchased pursuant to the tender offer and will return
certificates representing unpurchased shares shortly.
As announced on August 3, 1995, Union Pacific and
Southern Pacific signed a definitive merger agreement providing
for the merger of the two companies in a two-step transaction.
Following the satisfaction of certain conditions, including
approval by the ICC and by the shareholders of Southern Pacific,
Southern Pacific will be merged with a wholly owned subsidiary of
Union Pacific. In the merger, each share of Southern Pacific
stock will be converted at the holder's election, subject to
proration, into the right to receive $25.00 in cash, 0.4065
shares of Union Pacific common stock or a combination of cash and
stock. As a result of the transaction, 60 percent of Southern
Pacific's shares will be converted into Union Pacific common
stock and the remaining 40 percent into cash, including the
shares acquired in the tender offer. The two companies expect to
file an application for approval of the transaction with the ICC
prior to December 1, 1995.
