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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
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Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 17, 1995
UNION PACIFIC CORPORATION
(Exact name of Registrant as specified in its charter)
Utah
(State or other jurisdiction of incorporation)
1-6075 13-2626465
(Commission File Number) (IRS Employer
Identification No.)
Eighth & Eaton Avenues, Bethlehem, Pennsylvania 18018
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including
area code: (610) 861-3200
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Item 5. Other Events
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On March 17, 1995, the Registrant and Chicago and North Western
Transportation Company ("CNW") jointly announced that they had entered into
a definitive merger agreement providing for the acquisition by the Registrant
of 100% of CNW's common stock at a price of $35 per share in cash. A tender
offer for the CNW shares will be commenced on or prior to March 23, 1995. A
copy of a press release containing this announcement is attached as
Exhibit 99 to this Report.
Item 7. Financial Statements and Exhibits.
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Exhibit
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99 Press Release, dated March 17, 1995.
SIGNATURE
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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 thereunto duly authorized.
UNION PACIFIC CORPORATION
/s/ Carl W. von Bernuth
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Carl W. von Bernuth
Senior Vice President and General Counsel
March 21, 1995
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Exhibit Index
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Exhibit Description
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99 Press Release, dated March 17, 1995.
Exhibit 99
CNW Contact: Michael W. Payette
(312) 633-4310
FOR IMMEDIATE RELEASE
Bethlehem, March 17, 1995 - Union Pacific Corporation (UNP) and Chicago and
North Western Transportation Company (CNW) announced today that they have
executed a definitive agreement reflecting the previously announced transaction
in which Union Pacific will acquire 100 percent of CNW's common stock at a price
of $35 per share in cash. Union Pacific will shortly commence a tender offer
for all CNW shares. Following the consummation of the tender offer, Union
Pacific will acquire the remaining outstanding CNW shares in a merger for $35
per share in cash.
"This acquisition will strengthen our capacity to compete in the key
western freight corridors," said Drew Lewis, Union Pacific chairman and CEO.
"It will increase Union Pacific's growing intermodal traffic from the major West
Coast ports to the Midwest and enhance our low-sulfur coal shipments out of the
Powder River Basin in Wyoming to the Mississippi Valley and the East. We are
delighted to have this fine railroad joining the Union Pacific family."
"In addition to providing a substantial premium for our shareholders," said
Robert Schmiege, chairman, president and CEO of the CNW, "this merger offers an
opportunity for our customers and virtually all of our employees to participate
in a larger railroad with broader horizons, greater resources and enhanced
opportunities for the marketing of our customers' products and our employees'
professional growth."
Union Pacific Corporation is a transportation and natural resource company
based in Bethlehem, Pennsylvania, with sales of approximately $8 billion.
The Chicago and North Western Transportation Company is the holding
company for the Chicago and North Western Railway Company, a leading railroad
freight hauler in the central transcontinental corridor and major transporter of
coal, grain and double-stack containers.
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