<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
UNION PACIFIC CORPORATION
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $2.50 par value
------------------------------------------
(Title of Class of Securities)
907818108
-----------------
(CUSIP Number)
Craig D. Slater Drake S. Tempest, Esq.
The Anschutz Corporation O'Melveny & Myers LLP
2400 Anaconda Tower The Citicorp Center
555 Seventeenth Street 153 East 53rd Street, 54th Floor
Denver, Colorado 80202 New York, New York 10022-4611
(303) 298-1000 (212) 326-2000
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 11, 1996
----------------------------------------------------------------
(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
this schedule 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 /X/. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
- -----------------------
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("ACT") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP Number 907818108
-----------
<PAGE>
---------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Anschutz Corporation
84-0511138
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /X/
(b) / /
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3 SEC USE ONLY
---------------------------------------------------------------------------
4 SOURCE OF FUNDS
N/A*
--------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / /
---------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Kansas
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NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY --------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORT- 12,879,274
ING PERSON --------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
0
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
12,879,274
--------------------------------------------------
---------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,879,274
---------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / /
---------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
---------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
---------------------------------------------------------------------------
_________________
* Shares acquired pursuant to merger.
Page 2 of 39 Pages
<PAGE>
---------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Anschutz Company
84-1179412
---------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /X/
(b) / /
---------------------------------------------------------------------------
3 SEC USE ONLY
---------------------------------------------------------------------------
4 SOURCE OF FUNDS
N/A*
--------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / /
---------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
---------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY --------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORT- 12,879,274
ING PERSON --------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
0
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
12,879,274
--------------------------------------------------
---------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,879,274
---------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / /
---------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
---------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
---------------------------------------------------------------------------
_________________
* Shares acquired pursuant to merger.
Page 3 of 39 Pages
<PAGE>
---------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Anschutz Foundation
74-2316617
---------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /X/
(b) / /
---------------------------------------------------------------------------
3 SEC USE ONLY
---------------------------------------------------------------------------
4 SOURCE OF FUNDS
N/A*
--------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / /
---------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado
---------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY --------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORT- 317,154
ING PERSON --------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
0
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
317,154
--------------------------------------------------
---------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
317,154
---------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / /
---------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
---------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
---------------------------------------------------------------------------
_________________
* Shares acquired pursuant to merger.
Page 4 of 39 Pages
<PAGE>
---------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Philip F. Anschutz
###-##-####
---------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /X/
(b) / /
---------------------------------------------------------------------------
3 SEC USE ONLY
---------------------------------------------------------------------------
4 SOURCE OF FUNDS
N/A*
--------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / /
---------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
---------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY --------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORT- 13,196,428
ING PERSON --------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
0
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
13,196,428
--------------------------------------------------
---------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,196,428
---------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / /
---------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
---------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
---------------------------------------------------------------------------
_________________
* Shares acquired pursuant to merger.
Page 5 of 39 Pages
<PAGE>
ITEM 1. SECURITY AND THE ISSUER
The title of the class of equity securities to which this statement
relates is:
Common Stock, par value $2.50 per share ("COMMON STOCK"), of Union
Pacific Corporation, a Utah corporation (the "COMPANY")
The name of the issuer and address of its principal executive offices
are:
Union Pacific Corporation
Martin Tower
Eighth & Eaton Avenues
Bethlehem, Pennsylvania 18018
(610) 861-3200
ITEM 2. IDENTITY AND BACKGROUND
This statement is filed on behalf of The Anschutz Corporation, a
Kansas corporation ("TAC"), Anschutz Company, a Delaware corporation ("AC"),
Anschutz Foundation, a Colorado not-for-profit corporation (the "FOUNDATION"),
and Philip F. Anschutz ("ANSCHUTZ"). Anschutz owns 100% of the outstanding
common stock of AC, and AC owns 100% of the outstanding common stock of TAC.
Anschutz is the sole director of the Foundation. Anschutz may be deemed to
control TAC, AC and the Foundation.
The name, residence or business address and present principal
occupation or employment, and the name, principal business and address of any
corporation or other organization in which such employment is conducted, of TAC,
AC, the Foundation, Anschutz and each executive officer and director of TAC, AC,
or the Foundation as the case may be are set forth below. Unless otherwise
noted, each individual listed below is a citizen of the United States of
America.
<TABLE>
<CAPTION>
Present Principal Occupation
or Employment, Principal Business or
Filing Person Business and Address Residence Address
- ------------- ---------------------------- -----------------
<S> <C> <C>
TAC 2400 Anaconda Tower
555 Seventeenth Street
Denver, CO 80202
(303) 298-1000
AC 2400 Anaconda Tower
555 Seventeenth Street
Denver, CO 80202
(303) 298-1000
Page 6 of 39 Pages
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Present Principal Occupation
or Employment, Principal Business or
Filing Person Business and Address Residence Address
- ------------- ---------------------------- -----------------
Foundation 2400 Anaconda Tower
555 Seventeenth Street
Denver, CO 80202
(303) 298-1000
Anschutz President and Director 2400 Anaconda Tower
of TAC; President and 555 Seventeenth Street
Director of AC; DirectorDenver, CO 80202
of Foundation (303) 298-1000
M.A. Williams Director and Executive Vice 2400 Anaconda Tower
President of TAC; Director555 Seventeenth Street
and Vice President of ACDenver, CO 80202
(303) 298-1000
D.L. Polson Director, Vice President and 2400 Anaconda Tower
Assistant Secretary of TAC; 555 Seventeenth Street
Director, Vice President and Denver, CO 80202
Assistant Secretary of AC (303) 298-1000
R.M. Jones Vice President, General Counsel 2400 Anaconda Tower
and Assistant Secretary of 555 Seventeenth Street
TAC; Vice President, General Denver, CO 80202
Counsel and Assistant Secretary (303) 298-1000
of AC
W.J. Miller Vice President of TAC 2400 Anaconda Tower
555 Seventeenth Street
Denver, CO 80202
(303) 298-1000
T.G. Kundert Treasurer and Assistant 2400 Anaconda Tower
Secretary of TAC; Treasurer 555 Seventeenth Street
and Assistant Secretary of AC Denver, CO 80202
(303) 298-1000
C.D. Slater Vice President and Secretary 2400 Anaconda Tower
of TAC; Vice President and 555 Seventeenth Street
Secretary of AC Denver, CO 80202
(303) 298-1000
S.A. Rodgers President of the Foundation 2400 Anaconda Tower
555 Seventeenth Street
Denver, CO 80202
(303) 298-1000
Page 7 of 39 Pages
<PAGE>
N.P. Anschutz Vice President of 2400 Anaconda Tower
the Foundation 555 Seventeenth Street
Denver, CO 80202
(303) 298-1000
H.C. Braly Secretary and Treasurer 2400 Anaconda Tower
of the Foundation 555 Seventeenth Street
Denver, CO 80202
(303) 298-1000
</TABLE>
During the past five years, none of TAC, AC, the Foundation,
Anschutz and the executive officers and directors of TAC, AC or the
Foundation has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), or has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
TAC, AC and their affiliated companies are principally engaged in
exploration and development of natural resources, real estate development,
telecommunications and professional sports. The Foundation is a not-for-
profit corporation organized for the purpose of distributing money to
charitable, scientific and educational organizations.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On September 11, 1996, TAC and the Foundation acquired 12,879,274
shares and 317,154 shares, respectively, of Common Stock pursuant to the
Amended and Restated Agreement and Plan of Merger dated as of July 12, 1996
(the "MERGER AGREEMENT") by and among the Company, Union Pacific Railroad
Company ("UPRR"), Southern Pacific Rail Corporation ("SPRC"), UP Holding
Company, Inc. ("HOLDING") and Union Pacific Merger Co. upon the conversion
of 39,418,287 shares and 970,684 shares, respectively, of common stock, par
value $.001 per share ("SPRC COMMON STOCK"), of SPRC pursuant to the merger
of SPRC with and into Holding.
On September 10, 1996, the closing prices of SPRC Common Stock
and the Common Stock, in each case as reported on the New York Stock
Exchange Composite Tape, were $25.00 per share and $71.375 per share,
respectively.
Certain of the shares of Common Stock beneficially owned by TAC
may, from time to time, be pledged to secure the payment of loans to TAC
made by financial institutions.
Page 8 of 39 Pages
<PAGE>
ITEM 4. PURPOSE OF TRANSACTION
On September 11, 1996, TAC and the Foundation acquired 12,879,274
shares and 317,154 shares, respectively, of Common Stock pursuant to the
Merger.
In connection with the Merger, in each case as of July 12, 1996,
(1) the Company, UPRR, TAC, the Foundation and Anschutz entered into an
Amended and Restated Shareholders Agreement (the "ANSCHUTZ/UPC SHAREHOLDERS
AGREEMENT"), (2) the Company, TAC and Foundation entered into an Amended
and Restated Registration Rights Agreement (the "ANSCHUTZ/UPC REGISTRATION
RIGHTS AGREEMENT"), (3) Union Pacific Resources Group Inc., a subsidiary of
the Company ("RESOURCES"), TAC, the Foundation and Anschutz entered into an
Amended and Restated Shareholders Agreement (the "ANSCHUTZ/RESOURCES
SHAREHOLDERS AGREEMENT") and (4) Resources, TAC and Foundation entered into
an Amended and Restated Registration Rights Agreement (the
"ANSCHUTZ/RESOURCES REGISTRATION RIGHTS AGREEMENT").
A. SUMMARY OF AGREEMENTS.
The following summaries of the Anschutz/UPC Shareholders
Agreement, the Anschutz/UPC Registration Rights Agreement, the
Anschutz/Resources Shareholders Agreement and the Anschutz/Resources
Registration Rights Agreement do not purport to be complete summaries
thereof and are subject to and qualified in their entirety by reference
thereto, which agreements are incorporated herein by reference as Exhibits
1, 2, 3 and 4, respectively. Capitalized terms not otherwise defined in
the following summaries have the meanings set forth in the applicable
agreement. Section references refer to sections of the applicable
agreement unless the context requires otherwise.
1. ANSCHUTZ/UPC SHAREHOLDERS AGREEMENT.
STANDSTILL AND RELATED PROVISIONS. Section 5 includes the following
provisions:
SECTION 5(a) provides that TAC, the Foundation and Anschutz
(collectively, the "SHAREHOLDERS") agree that for a period commencing on
August 3, 1995 and terminating on September 11, 2003 or, if earlier, the
termination of the Anschutz/UPC Shareholders Agreement in accordance with
the terms of Section 13 (the "STANDSTILL PERIOD"), without the prior
written consent of the Board of Directors of the Company (the "BOARD")
specifically expressed in a resolution adopted by a majority of the
directors of the Company, Shareholders will not, and Shareholders will
cause each of their respective Affiliates not to, directly or indirectly,
alone or in concert with others:
Page 9 of 39 Pages
<PAGE>
(i) acquire, offer or propose to acquire, or agree to acquire
(except, in any case, by way of (A) stock dividends or other distributions
or rights offerings made available to holders of any shares of Common Stock
generally, share-splits, reclassifications, recapitalizations,
reorganizations and any other similar action taken by the Company and (B)
the conversion, exercise or exchange of Company Voting Securities in
accordance with the terms thereof, directly or indirectly, whether by
purchase, tender or exchange offer, through the acquisition of control of
another Person, by joining a partnership, limited partnership, syndicate or
other "group" (within the meaning of Section 13(d)(3) of the Exchange Act)
(other than groups consisting solely of Shareholders and their Affiliates,
all of which are or, prior to the formation of such group, become, parties
to the Anschutz/UPC Shareholders Agreement) or otherwise, any Company
Voting Securities; PROVIDED, HOWEVER, that if the Company shall issue
additional Company Voting Securities, Shareholders and their Affiliates may
purchase or acquire additional Company Voting Securities to bring their
Beneficial Ownership up to the greater of 5.5% and the percentage of
outstanding Company Voting Securities Beneficially Owned by the
Shareholders immediately prior to such issuance by the Company; PROVIDED,
FURTHER, without limiting the immediately preceding proviso, if as a result
of Transfers of the Company Voting Securities, Shareholders Beneficially
Own less than 5.5% of the then outstanding shares of Company Voting
Securities, Shareholders may purchase or acquire additional Company Voting
Securities to bring their Beneficial Ownership up to, but not in excess of,
5.5% of the then outstanding shares of Company Voting Securities. In
addition, in the event that a Shareholder or an Affiliate thereof
inadvertently and without knowledge (an "INADVERTENT ACQUISITION")
indirectly acquires Beneficial Ownership of not more than one-quarter of
one percent of the Company Voting Securities in excess of the amount
permitted to be owned by the Shareholders pursuant to Section 5(a) pursuant
to a transaction by which a Person (that was not then an Affiliate of a
Shareholder before the consummation of such transaction) owning Company
Voting Securities becomes an Affiliate of such Shareholder, then all
Company Voting Securities so acquired shall thereupon become subject to the
Anschutz/UPC Shareholders Agreement and such Shareholder shall be deemed
not to have breached the Anschutz/UPC Shareholders Agreement provided that
such Shareholder, within 120 days thereafter, causes a number of such
Company Voting Securities in excess of the amount permitted to be so owned
(or, at the election of such Shareholder, an equal number of the other
Company
Page 10 of 39 Pages
<PAGE>
Voting Securities that are Beneficially Owned by a Shareholder) to be
Transferred, in a transaction subject to Section 6, to a transferee that is
not a Shareholder, an Affiliate thereof or a member of a "group" in which a
Shareholder or an Affiliate is included (or, if the Company or its assignee
shall exercise any purchase rights under Section 6(b), to the Company or
its assignee);
(ii) make, or in any way participate, directly or indirectly, in any
"solicitation" (as such term is used in the proxy rules of the Securities
and Exchange Commission as in effect on the date of the Anschutz/UPC
Shareholders Agreement) of proxies or consents (whether or not relating to
the election or removal of directors), seek to advise, encourage or
influence any Person with respect to the voting of any Company Voting
Securities, initiate, propose or otherwise "solicit" (as such term is used
in the proxy rules of the Securities and Exchange Commission as in effect
on the date of the Anschutz/UPC Shareholders Agreement) shareholders of the
Company for the approval of shareholder proposals, whether made pursuant to
Rule 14a-8 of the Exchange Act or otherwise, or induce or attempt to induce
any other Person to initiate any such shareholder proposal or otherwise
communicate with the Company's shareholders or others pursuant to Rule
14a-1(2)(iv) under the Exchange Act or otherwise;
(iii) seek, propose, or make any statement with respect to, any
merger, consolidation, business combination, tender or exchange offer, sale
or purchase of assets, sale or purchase of securities, dissolution,
liquidation, reorganization, restructuring, recapitalization, change in
capitalization, change in corporate structure or business or similar
transaction involving the Company or its subsidiaries (including Spinco)
(any of the foregoing being referred to herein as a "SPECIFIED
TRANSACTION"); PROVIDED that the foregoing shall not prevent (A) voting in
accordance with Section 5(c) (but shall prevent any public comment,
statement or communication, and any action that would otherwise require any
public disclosure by Shareholders, the Company or any other Person,
concerning such voting) or (B) the Anschutz Shareholder Designee (as
defined in Section 7) from exercising his fiduciary duties in his capacity
as a director by participating in any Board deliberations or vote of the
Board of Directors of the Company with respect to a Specified Transaction;
(iv) form, join or in any way participate in a "group" (within the
meaning of Section 13(d)(3) of the Exchange Act) with respect to any
Company Voting
Page 11 of 39 Pages
<PAGE>
Securities, other than groups consisting solely of Shareholders and their
Affiliates;
(v) deposit any Company Voting Securities in any voting trust or
subject any Company Voting Securities to any arrangement or agreement with
respect to the voting of any Company Voting Securities except as set forth
in the Anschutz/UPC Shareholders Agreement;
(vi) call or seek to have called any meeting of the stockholders of
the Company or execute any written consent with respect to the Company or
Company Voting Securities; PROVIDED that the foregoing shall not prevent
the Anschutz Shareholder Designee from exercising his fiduciary duties in
his capacity as a director by participating in any Board deliberations or
vote of the Board of Directors of the Company with respect to the calling
of any annual meeting of shareholders of the Company;
(vii) otherwise act, alone or in concert with others, to control
or seek to control or influence or seek to influence the management, Board
of Directors or policies of the Company (except to the extent the actions
by a Anschutz Shareholder Designee relating to the Company's Board of
Directors in the exercise of his fiduciary duties in his capacity as a
director may be viewed as influencing or seeking to influence the
management, Board of Directors or policies of the Company);
(viii) seek, alone or in concert with others, representation on the
Board of Directors of the Company (except as provided in Section 7), or
seek the removal of any member of such Board or a change in the composition
or size of such Board;
(ix) make any publicly disclosed proposal, comment, statement or
communication (including, without limitation, any request to amend, waive
or terminate any provision of the Anschutz/UPC Shareholders Agreement other
than Section 5(a)), or make any proposal, comment, statement or
communication (including, without limitation, any request to amend, waive
or terminate any provision of the Anschutz/UPC Shareholders Agreement other
than Section 5(a)) in a manner that would require any public disclosure by
Shareholders, the Company or any other Person, or enter into any discussion
with any Person (other than directors and officers of the Company),
regarding any of the foregoing;
(x) make or disclose any request to amend, waive or terminate any
provision of Section 5(a); or
Page 12 of 39 Pages
<PAGE>
(xi) have any discussions or communications, or enter into any
arrangements, understandings or agreements (whether written or oral) with,
or advise, finance, assist or encourage, any other Person in connection
with any of the foregoing, or take any action inconsistent with the
foregoing, or make any investment in or enter into any arrangement with,
any other Person that engages, or offers or proposes to engage, in any of
the foregoing.
The restrictions set forth in Section 5(a) shall not prevent Shareholders
from (A) performing their obligations and exercising their rights under the
Anschutz/UPC Shareholders Agreement, including, without limitation, (w)
Transferring any Company Voting Securities or Company Voting Securities in
accordance with Section 6, (x) selecting the Anschutz Shareholder Designee, (y)
serving in the positions described in or resigning from such positions as
described in Section 7(a), and (z) voting in accordance with Section 5(c) of the
Anschutz/UPC Shareholders Agreement; (B) communicating in a non-public manner
with any other Shareholder or their Affiliates; and (C) complying with the
requirements of Sections 13(d) and 16(a) of the Exchange Act and the rules and
regulations thereunder, in each case, as from time to time in effect, or any
successor provisions or rules with respect thereto, or any other applicable law,
rule, regulation, judgment, decree, ruling, order, award, injunction, or other
official action of any agency, bureau, commission, court, department, official,
political subdivision, tribunal or other instrumentality of any government
(whether federal, state, county or local, domestic or foreign).
SECTION 5(c) provides that, subject to the receipt of proper notice and the
absence of a preliminary or permanent injunction or other final order by any
United States federal court or state court barring such action, Shareholders
agree that during the Standstill Period Shareholders will, and will cause their
Affiliates to, (i) be present, in person or represented by proxy, at all annual
and special meetings of shareholders of the Company so that all Common Stock
Beneficially Owned by Shareholders and their Affiliates and then entitled to
vote may be counted for the purposes of determining the presence of a quorum at
such meetings, and (ii) vote in accordance with the recommendation of the Board
of Directors of the Company in the election of directors and as directed by the
Persons acting as Proxies in respect of proxies solicited by the Board of
Directors of the Company with respect to the election of directors (including
the manner in which such Common Stock shall be cumulated). On all other matters
presented for a vote of shareholders of the Company, Shareholders may vote in
their discretion.
Page 13 of 39 Pages
<PAGE>
LIMITATIONS ON DISPOSITION. Section 6 includes the following provisions:
SECTION 6(a) provides that Shareholders agree that during the Standstill
Period they will not, and will cause their Affiliates not to, directly or
indirectly, without the prior written consent of the Board of Directors of the
Company specifically expressed in a resolution adopted by a majority of the
directors of the Company, Transfer to any Person any Company Voting Securities
(including but not limited to the Transfer of any securities of an Affiliate
which is the record holder or Beneficial Owner of Company Voting Securities, if
(as the result of such Transfer, such Person would cease to be an Affiliate of a
Shareholder), if, to the knowledge of the Shareholders or any of their
Affiliates, after due inquiry which is reasonable in the circumstances (and
which shall include, with respect to the Transfer of 1% or more of the Company
Voting Securities then outstanding in one transaction, or a series of related
transactions, specific inquiry with respect to the identity of the acquiror of
such Company Voting Securities and the number of Company Voting Securities that,
immediately following such transaction or transactions, would be Beneficially
Owned by such acquiror, together with its Affiliates and any members of a
"group" (within the meaning of Section 13(d)(3) of the Exchange Act) of which
such acquiror is a member), immediately following such transaction the acquiror
of such Company Voting Securities, together with its Affiliates and any members
of such a group, would Beneficially Own in the aggregate 4% or more of the
Company Voting Securities then outstanding; PROVIDED that, without the prior
written consent of the Board of Directors of the Company, (i) Shareholders and
their Affiliates may Transfer any number of Company Voting Securities to any
other Shareholder, any Affiliate of a Shareholder or to any heirs, distributees,
guardians, administrators, executors, legal representatives or similar
successors in interest of any Shareholder, PROVIDED that (A) such transferee, if
not then a Shareholder, shall become a party to the Anschutz/UPC Shareholders
Agreement and agree in writing to perform and comply with all of the obligations
of such transferor Shareholder under the Anschutz/UPC Shareholders Agreement,
and thereupon such transferee shall be deemed to be a Shareholder party hereto
for all purposes of the Anschutz/UPC Shareholders Agreement, and (B) if the
transferee is not prior thereto a Shareholder, the transferor shall remain
liable for such transferee's performance of and compliance with the obligations
of the transferor under the Anschutz/UPC Shareholders Agreement, (ii)
Shareholders and their Affiliates may Transfer Company Voting Securities in a
tender offer, merger, or other similar business combination transaction approved
by the Board of Directors of the Company, and (iii) Shareholders may effect one
or more
Page 14 of 39 Pages
<PAGE>
pledges of Company Voting Securities or grants of security interests therein, to
one or more financial institutions that are not Affiliates of any Shareholder
(collectively, "FINANCIAL INSTITUTIONS") as security for the payment of bona
fide indebtedness owed by one or more of the Shareholders or their Affiliates to
such Financial Institutions, and no such Financial Institution which becomes a
pledgee of Company Voting Securities shall incur any obligations under the
Anschutz/UPC Shareholders Agreement with respect to such Company Voting
Securities, as the case may be, or shall be restricted from exercising any right
of enforcement or foreclosure with respect to any related security interest or
lien, and each such Financial Institution may Transfer such Company Voting
Securities in connection with the enforcement or foreclosure of any related
security interest or lien following a default.
SECTION 6(b) provides that, during the Standstill Period, if to the
knowledge of the Shareholders after making due inquiry which is reasonable under
the circumstances, immediately following the Transfer of any Company Voting
Securities the acquiror thereof, together with its Affiliates and any members of
a "group" (within the meaning of Section 13(d)(3) of the Exchange Act), would
Beneficially Own in the aggregate 2% or more of the outstanding Company Voting
Securities (a "2% SALE"), Shareholders shall, prior to effecting any such
Transfer, offer the Company a right of first refusal to purchase the shares
proposed to be Transferred on the following terms. Shareholders shall provide
the Company with written notice (the "2% SALE NOTICE") of any proposed 2% Sale,
which 2% Sale Notice shall contain the identity of the purchaser, the number of
shares of Company Voting Securities proposed to be Transferred to such
purchaser, the purchase price for such shares and the form of consideration
payable for such shares. The 2% Sale Notice shall also contain an irrevocable
offer to sell the shares subject to such 2% Sale Notice to the Company for cash
at a price equal to the price contained in such 2% Sale Notice. The Company
shall have the right and option, by written notice delivered to such Shareholder
(the "PURCHASE NOTICE") within 15 days of receipt of the 2% Sale Notice, to
accept such offer as to all, but not less than all, of the Company Voting
Securities subject to such 2% Sale Notice. The Company shall have the right to
assign to any Person such right to purchase the shares subject to the 2% Sale
Notice. In the event the Company (or its assignee) elects to purchase the
shares subject to the 2% Sale Notice, the closing of the purchase of the Company
Voting Securities shall occur at the principal office of the Company (or its
assignee) on or before the 30th day following such Shareholder's receipt of the
Purchase Notice. In the event the Company does not elect to purchase the shares
subject to the 2% Sale Notice, such Shareholder shall be free, for a period of
30 days following
Page 15 of 39 Pages
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the receipt of notice from the Company of its election not to purchase such
shares or, in the absence of any such notice, for a period of 30 days following
the 15th day after receipt by the Company of the 2% Sale Notice, to sell the
shares subject to the 2% Sale Notice in accordance with the terms of, and to the
person identified in, the 2% Sale Notice. If such sale is not effected within
such 30 day period such shares shall remain subject to the provisions of the
Anschutz/UPC Shareholders Agreement. Notwithstanding the foregoing, the right
of first refusal set forth in Section 6(b) shall not apply to the sale by
Shareholders of Company Voting Securities (i) made in an underwritten public
offering pursuant to an effective registration statement under the Securities
Act, or (ii) made in a transaction permitted pursuant to, and made in compliance
with, clauses (i) or (iii) of the proviso to Section 6(a), or (iii) made in a
tender offer, merger or other similar business combination transaction approved
by the Board of Directors of the Company. Any proposed sale by Shareholders of
Company Voting Securities shall be subject to the restrictions on sales to an
acquiror which would Beneficially Own 4% or more of the outstanding Company
Voting Securities, as set forth in Section 6(a), whether or not the Company
exercises its right of first refusal and consummates the purchase of Company
Voting Securities. If the Company (or its assignee) exercises its right to
purchase any Company Voting Securities but fails to complete the purchase
thereof for any reason other than the failure of such Shareholder to perform its
obligations hereunder with respect to such purchase, then, on the 30th day
following such Shareholder's receipt of the Purchase Notice, such Company Voting
Securities shall cease to be subject to Sections 5(c) and 6 for any purpose
whatsoever. If the purchase price described in any 2% Sale Notice is not solely
made up of cash or marketable securities, the 2% Sale Notice shall include a
good faith estimate of the cash equivalent of such other consideration, and the
consideration payable by the Company or its assignee (if the Company elects to
purchase (or to have assignee purchase) the Company Voting Securities described
in the 2% Sale Notice) in place of such other consideration shall be cash equal
to the amount of such estimate; PROVIDED, however, that if the Company in good
faith disagrees with such estimate and states a different good faith estimate in
the Purchase Notice, and if the Company and such Shareholder cannot agree on the
cash equivalent of such other (i.e., other than cash or marketable securities)
consideration, such cash equivalent shall be determined by a reputable
investment banking firm without material connections with either party. Such
investment banking firm shall be selected by both parties or, if they shall be
unable to agree, by an arbitrator appointed by the American Arbitration
Association. The fees and expenses of any such investment banking firm and/or
arbitrator shall be shared equally by the Company and
Page 16 of 39 Pages
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such Shareholder, unless otherwise determined by such firm or arbitrator. In
the event of such differing estimates by the Company and such Shareholder,
periods of time which would otherwise run under Section 6(b) from the date of
such Shareholder's receipt of the Purchase Notice shall run instead from the
date on which the parties agree on such cash equivalent or, in the absence of
such agreement, the date on which such cash equivalent is determined by such
investment banking firm. If the purchase price described in any 2% Sale Notice
shall include marketable securities, the purchase price payable by the Company
(or its designee) shall include, to the extent marketable securities were
included as a portion of the consideration provided for in the 2% Sale Notice,
an amount in cash determined by reference to the Current Market Price of such
securities on the day the Purchase Notice is received by such Shareholder.
SECTION 6(c) provides that, not later than the tenth day following the end
of any calendar month during the Standstill Period in which one or more
dispositions of Company Voting Securities by Shareholders or any of their
Affiliates shall have occurred, the relevant Shareholder shall give written
notice to the Company of all such dispositions. Such notice shall state the
date upon which each such disposition was effected, the price and other terms of
each such disposition, the number and type of Company Voting Securities involved
in each such disposition, the means by which each such disposition was effected
and, to the extent known, the identity of the Persons acquiring such Company
Voting Securities.
SECTION 6(d) provides that, in connection with any proposed privately
negotiated sale by any Shareholders of Company Voting Securities representing in
excess of 3.9% of the then outstanding shares of Company Voting Securities, the
Company will cooperate with and permit the proposed purchaser to conduct a due
diligence review reasonable under the circumstances of the Company and its
Subsidiaries and their respective business and operations, including, without
limitation, reasonable access during normal business hours to their executive
officers, and, if reasonable under the circumstances, their properties subject
to execution by such purchaser of a customary confidentiality agreement;
PROVIDED that the Company shall not be required to permit more than two such due
diligence reviews in any twelve-month period.
COMPANY COVENANTS. Section 7 includes the following provisions:
SECTION 7(a) provides that on or prior to the Effective Time or the
Alternative Effective Time, as the case may be, the Board of Directors of the
Company will take all action necessary to elect Anschutz, or another individual
selected
Page 17 of 39 Pages
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by TAC and reasonably acceptable to the Board of Directors of the Company (such
director being referred to as the "ANSCHUTZ SHAREHOLDER DESIGNEE") as a director
of the Company's Board of Directors and to appoint Anschutz, but not any other
Anschutz Shareholder Designee, as Vice Chairman of the Board of Directors as of
the Effective Time or the Alternative Effective Time, as the case may be.
Subject to the following sentence, during the Standstill Period, the Company
shall include the Anschutz Shareholder Designee in the Board of Directors' slate
of nominees for election as directors at the Company's annual meeting of
shareholders and shall recommend that the Anschutz Shareholder Designee be
elected as a director of the Company. The Anschutz Shareholder Designee, if
requested by the Company, shall resign from the Company's Board of Directors (a)
effective not later than the next annual meeting of shareholders of the Company,
if Shareholders and their Affiliates Beneficially Own less than 4% of the
Company Voting Securities then outstanding, provided, however that the
Anschutz/UPC Shareholders Agreement shall continue in full force and effect
until the date of such resignation, or (b) immediately if the Shareholders
violate or breach any of the material terms or provisions of the Anschutz/UPC
Shareholders Agreement. Notwithstanding any resignation pursuant to clause (b)
of the preceding sentence, all of the provisions of the Anschutz/UPC
Shareholders Agreement other than Section 7 shall continue in full force and
effect. The duties and responsibilities of the Vice Chairman shall be as
assigned by the Board of Directors of the Company or by the Chairman of the
Board, and the Vice Chairman shall receive no additional compensation for
serving in such position. So long as a Anschutz Shareholder Designee serves as
a member of the Board of Directors of the Company, the Company agrees that the
Anschutz Shareholder Designee shall serve (subject to the applicable
requirements of the New York Stock Exchange or any other security exchange on
which the Common Stock is listed, or if not so listed, under the rules or
regulations of the National Association of Securities Dealers) as a member of
the Executive, Finance and Corporate Development, and Compensation, Benefits and
Nominating Committees of the Board; PROVIDED, however that the Company shall not
be obligated to cause the Anschutz Shareholder Designee to become a member of
the Compensation, Benefits and Nominating Committee of the Board if, and only
for so long as, in the opinion of tax counsel for the Company (which may be
internal or outside counsel), the membership of the Anschutz Shareholder
Designee on such Committee would be likely to cause the disallowance of any
deduction by the Company for federal income tax purposes under Section 162(m) of
the Code or any other provision of, or regulation under, the Internal Revenue
Code of 1986, as amended (the "CODE"), in effect on the date of the Anschutz/UPC
Shareholders Agreement or thereafter. The Company acknowledges that the
Anschutz
Page 18 of 39 Pages
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Shareholder Designee, consistent with his rights and duties as a director, shall
have access to all information that he may request concerning actions taken by
the Compensation, Benefits and Nominating Committee. Except as otherwise
provided in Section 7, upon the termination of the Anschutz/UPC Shareholders
Agreement, if so requested by the Company, the Anschutz Shareholder Designee
shall resign as a director of the Company's Board of Directors.
SECTION 7(b) provides that, in the event that any Anschutz Shareholder
Designee shall cease to be a member of the Board of Directors by reason of
death, disability or resignation (other than resignations required pursuant to
the provisions of Section 7), the Company shall replace such Anschutz
Shareholder Designee with another Anschutz Shareholder Designee at the next
meeting of the Board of Directors.
SECTION 7(d) provides that, without the prior written consent of
Shareholders, the Company shall not take or recommend to its shareholders any
action which would impose limitations, not imposed on other Shareholders of the
Company, on the enjoyment by any of Shareholders and their Affiliates of the
legal rights generally enjoyed by shareholders of the Company, other than those
imposed by the terms of the Anschutz/UPC Shareholders Agreement, the Merger
Agreement and certain other specified agreements; PROVIDED, however, that the
foregoing shall not prevent the Company from implementing or adopting a
Shareholder Rights Plan or issuing a similar security which has a "trigger"
threshold of not less than the greater of 10% of the outstanding shares of
Common Stock or the amount then Beneficially Owned by Shareholders not in
violation of the Anschutz/UPC Shareholders Agreement.
ADDITIONAL LIMITATION ON DISPOSITIONS. Section 8 includes the following
provisions:
SECTION 8(a) provides that, notwithstanding any other provision of the
Anschutz/UPC Shareholders Agreement, TAC agrees that it will not, and will cause
its Affiliates not to, until September 11, 1998 (the "REORGANIZATION CONTINUITY
PERIOD"), enter into any transaction or arrangement to the extent such
transaction or arrangement (combined with any other transactions or arrangements
entered into by TAC or its Affiliates) would result in TAC having entered into
an Economic Disposition with respect to an amount of Company Voting Securities
received by TAC in the Merger that exceeds the Threshold Amount unless the
condition described in Section 8(b) is satisfied, regardless of whether such
transaction or arrangement would be treated as a sale, exchange or other taxable
disposition of such Company Voting Securities for United States federal income
tax purposes.
Page 19 of 39 Pages
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For purposes of Section 8, the "Threshold Amount" equals the number of Company
Voting Securities received by TAC in the Merger, multiplied by the following
fraction: the numerator is 20 per cent and the denominator is (A) the
percentage of outstanding SPRC Common Stock held by TAC as of August 3, 1995
minus (B) the percentage of outstanding SPRC Common Stock that TAC exchanged for
cash in the tender offer by UP Acquisition Corporation, then a subsidiary of the
Company, that closed on September 7, 1995 or in the Merger. For purposes of
Section 8, an "ECONOMIC DISPOSITION" of shares of Company Voting Securities
shall mean (i) any transaction or arrangement (including an outright sale) that
would be treated as a sale, exchange or other taxable disposition for United
States federal income tax purposes of shares of Company Voting Securities
received in the Merger and (ii) any transaction or arrangement (or combination
of transactions or arrangements) entered into by or on behalf of TAC or its
Affiliates that reduces the economic benefits and burdens to TAC of owning
shares of Company Voting Securities (including any swap transaction, notional
principal contract or the acquisition or grant of any calls, puts or other
options, whether or not cash settlement is permitted or required) to such an
extent that such transaction or arrangement causes TAC not to satisfy the
"continuity of proprietary interest" requirement under Section 368 of the Code
with respect to such shares.
SECTION 8(b) provides that, during the Reorganization Continuity Period, at
least thirty (30) business days prior to entering into any proposed transaction
or arrangement (combined with any other transactions or arrangements entered
into by TAC) relating to or involving any shares of Company Voting Securities in
excess of the Threshold Amount (a "PROPOSED TRANSACTION"), TAC must provide at
its expense a written opinion of nationally recognized tax counsel, in form and
substance reasonably acceptable to the Company, that the Proposed Transaction
will not adversely affect the treatment of the Merger as a reorganization within
the meaning of Section 368 of the Code.
SECTION 8(c) provides that the bona fide pledge of any Company Voting
Securities, or the bona fide grant of a security interest therein, to secure the
payment of bona fide indebtedness owed by TAC or any of its Affiliates, and the
sale, exchange or disposition, or Economic Disposition, at the direction of the
pledgee or holder of a security interest, of any of such Company Voting
Securities in connection with the exercise of any right of enforcement or
foreclosure in respect thereof, shall not be subject to or prevented by Section
8.
TERMINATION. Section 13 includes the following provisions. Except as
otherwise provided in the Anschutz/UPC
Page 20 of 39 Pages
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Shareholders Agreement, the Anschutz/UPC Shareholders Agreement shall terminate
on the earliest to occur of (1) September 11, 2003, (2) at such time that the
Shareholders Beneficially Own, and continue to Beneficially Own, in the
aggregate, less than 4% of the Company Voting Securities then outstanding, it
being understood, however, that if the Shareholders at any time Beneficially Own
in the aggregate less than 4% of the Company Voting Securities then outstanding
but, prior to September 11, 2003 subsequently acquire Beneficial Ownership of
any Company Voting Securities (except pursuant to clauses (A), (B) or (C) of the
parenthetical exception to the first sentence in Section 5(a)(i) or in an
Inadvertent Acquisition) such that immediately following such acquisition
Shareholders become Beneficial Owners in the aggregate of more than 4% of the
Company Voting Securities then outstanding, the provisions of Sections 5, 6 and
13 (and certain other specified sections) shall be effective and in full force
again as if no such termination had occurred, and (3) if at any time that the
Shareholders Beneficially Own in the aggregate more than 4% of the Company
Voting Securities then outstanding (i) the Anschutz Shareholder Designee shall
not be elected as a director of the Company as provided in the Anschutz/UPC
Shareholders Agreement, (ii) if and so long as Anschutz shall be a director of
the Company, Anschutz (but not any other Anschutz Shareholder Designee) shall
not be appointed Vice Chairman of the Board of Directors, (iii) subject to
applicable requirements of the New York Stock Exchange or any other security
exchange on which the Common Stock is listed, or if not so listed, under the
rules or regulations of the National Association of Securities Dealers, a
Anschutz Shareholder Designee who is then a director shall not be appointed as a
member of the Executive, Finance and Corporate Development, and Compensation,
Benefits and Nominating Committees, respectively, of the Board of Directors of
the Company (or committees having similar functions) or (iv) the Company shall
have breached its covenant in Section 7(b); PROVIDED that TAC, for itself and on
behalf of all other Shareholders, may by written notice to the Company
irrevocably elect that, from and after the delivery thereof, the references in
Sections 7 and 13 to "4%" be deleted and replaced by references to "3%."
Notwithstanding anything to the contrary, any agreements or covenants which by
their terms require action or performance following termination of the
Anschutz/UPC Shareholders Agreement shall survive such termination.
CERTAIN DEFINITIONS. The following terms have the meanings ascribed to
them in the Anschutz/UPC Shareholders Agreement:
(a) "AFFILIATE" means, with respect to any specified Person, any Person
that directly, or indirectly through one
Page 21 of 39 Pages
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or more intermediaries, controls, or is controlled by, or is under common
control with, the Person specified. For purposes of the Anschutz/UPC
Shareholders Agreement, with respect to any Shareholder, "Affiliate" shall not
include the Company and the Persons that directly, or indirectly through one or
more intermediaries, are controlled by the Company, as the case may be.
(b) "BENEFICIALLY OWN" or "BENEFICIAL OWNERSHIP" with respect to any
securities means having "beneficial ownership" of such securities (as determined
pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended
(the "Exchange Act")), including pursuant to any agreement, arrangement or
understanding, whether or not in writing. Without duplicative counting of the
same securities by the same holder, securities Beneficially Owned by a Person
shall include securities Beneficially Owned by all Affiliates of such Person and
all other Persons with whom such Person would constitute a "group" within the
meaning of Section 13(d) of the Exchange Act and the rules promulgated
thereunder.
(c) "COMPANY VOTING SECURITIES" shall mean any securities of the Company
entitled, or which may be entitled, to vote generally in the election of
directors and any securities convertible into or exercisable or exchangeable for
such securities (whether or not subject to contingencies with respect to any
matter or proposal submitted for the vote or consent of shareholders of the
Company). For purposes of determining the percentage of Company Voting
Securities Beneficially Owned by a Person, securities Beneficially Owned by any
such Person that are convertible, exercisable or exchangeable for securities
entitled to vote shall be deemed to be converted, exercised or exchanged and
shall represent the number of securities of the Company entitled to vote into
which such convertible, exercisable or exchangeable securities (disregarding for
such purposes any restrictions on conversion, exercise or exchange) are then
convertible, exchangeable or exercisable.
(d) "CURRENT MARKET PRICE" shall mean, as applied to any class of stock on
any date, the average of the daily "Closing Prices" (as hereinafter defined) for
the 20 consecutive trading days immediately prior to the date in question. The
term "CLOSING PRICE" on any day shall mean the last sales price, regular way,
per share of such stock on such day, or if no such sale takes place on such day,
the average of the closing bid and asked prices, regular way, as reported in the
principal consolidated transaction reporting system with respect to securities
listed or admitted to trading on the New York Stock Exchange or, if shares of
such stock are not listed or admitted to trading on the New York Stock Exchange,
as reported in the principal consolidated transaction reporting system with
respect to securities
Page 22 of 39 Pages
<PAGE>
listed on the principal national securities exchange on which the shares of such
stock are listed or admitted to trading, or, if the shares of such stock are not
listed or admitted to trading on any national securities exchange on the NASDAQ
National Market System or, if the shares of such stock are not quoted on the
NASDAQ National Market System, the average of the high bid and low asked prices
in the over-the-counter market as reported by the National Association of
Securities Dealers Inc.'s Automated Quotation System.
(e) "PERSON" means an individual, corporation, partnership, joint venture,
association, trust, unincorporated organization or other entity.
(f) "TRANSFER" means, with respect to a security, the sale, transfer,
pledge, hypothecation, encumbrance, assignment or disposition of such security
or the Beneficial Ownership thereof, the offer to make such a sale, transfer or
other disposition, and each option, agreement, arrangement or understanding,
whether or not in writing, to effect any of the foregoing. As a verb,
"Transfer" has a correlative meaning.
2. ANSCHUTZ/UPC REGISTRATION RIGHTS AGREEMENT.
Pursuant to the Anschutz/UPC Registration Rights Agreement, TAC and the
Foundation are granted, subject to the terms and conditions therein specified,
three demand and unlimited "piggy-back" registration rights in respect of the
shares of Common Stock received by them in the Merger. The exercise of
registration rights is subject to the approval of the managing underwriter of
the offering being registered by the Company; if the managing underwriter
believes that inclusion of the requesting stockholders' shares would have a
material adverse effect on the offering, the managing underwriter may reduce the
number of shares to be registered in accordance with the priorities set forth in
the Anschutz/UPC Registration Rights Agreement. All expenses associated with
the registration of shares of Common Stock pursuant to the exercise of demand or
piggy-back registration rights will be borne by the Company, with the exception
of underwriting discounts and commissions and any expenses of TAC and the
Foundation in connection with such registration. The Anschutz/UPC Registration
Rights Agreement also provides for, under certain circumstances, indemnification
by the Company in favor of TAC and the Foundation and by TAC and the Foundation
in favor of the Company with respect to certain information contained in a
registration statement pursuant to such registration rights.
Page 23 of 39 Pages
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3. ANSCHUTZ/RESOURCES SHAREHOLDERS AGREEMENT.
EFFECTIVENESS. Section 2 provides that the Anschutz/Resources
Shareholders Agreement (other than certain provisions thereof, including, among
others, the provisions described under "Public Comments; Fiduciary Duties" and
"Standstill and Related Provisions" below) shall become effective only upon
consummation of the distribution pro rata to the stockholders of Resources all
of the shares of the common stock of Resources ("RESOURCES COMMON STOCK") held
by the Company by means of a tax-free distribution (the "SPIN-OFF") that has
been proposed by the Company. The Company has advised that the record date of
the Spin-Off is scheduled to occur on September 26, 1996. There is no assurance
that the Spin-Off will occur.
PUBLIC COMMENTS; FIDUCIARY DUTIES. Section 4 provides that, during the
Standstill Period under the Anschutz/Resources Shareholders Agreement, TAC, the
Foundation and Anschutz (collectively, the "ANSCHUTZ SHAREHOLDERS") will not,
and will cause their Affiliates not to, directly or indirectly, make any public
comment, statement or communication, or take any action that would otherwise
require any public disclosure by Anschutz Shareholders, the Company, Resources
or any other Person, concerning the Spin-Off and the other transactions
contemplated by the Anschutz/Resources Shareholders Agreement and certain
specified agreements, except for any disclosure concerning the status of
Anschutz Shareholders as parties to such agreements, the terms thereof, and
their beneficial ownership of Shares required pursuant to Section 13(d) of the
Exchange Act.
STANDSTILL AND RELATED PROVISIONS. Section 5 provides for virtually the
same "standstill" restrictions and voting obligations with respect to the
Anschutz Shareholders as those contained in the Anschutz Shareholders Agreement
except that the restrictions and obligations apply to Resources and the
Resources Voting Securities. In addition, in the event that the Company in its
sole discretion should determine that the Anschutz Shareholders' voting
obligations pursuant to the Anschutz/Resources Shareholders Agreement could
adversely affect the tax-free nature of the Spin-Off, such provision shall be
deemed to be stricken therefrom.
LIMITATIONS ON DISPOSITIONS. Section 6 provides for virtually the same
limitations on dispositions by the Anschutz Shareholders as those contained in
the Anschutz Shareholders Agreement except that the restrictions and obligations
apply to Resources and the Resources Voting Securities.
Page 24 of 39 Pages
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RESOURCES COVENANTS. Section 7 includes the following provisions:
SECTION 7(a) provides that, on or prior to the consummation of the Spin-
Off, the Board of Directors of Resources will take all action necessary to elect
a designee of TAC who is not an Affiliate of, and does not have any business
relationship with, any of the Anschutz Shareholders or their Affiliates, and is
reasonably acceptable to the Board of Directors of Resources (the "RESOURCES
SHAREHOLDER DESIGNEE") as a director of Resources' Board of Directors. In the
event that the Resources Shareholder Designee shall resign, become disabled or
be removed as a member of Resources, Board of Directors (except in
circumstances, other than item (vi) below, in which the Resources Shareholder
Designee was required (including if requested by Resources) to resign as a
director pursuant to the terms of the Anschutz/Resources Shareholders
Agreement), TAC shall have the right to select a new Resources Shareholder
Designee. Anschutz Shareholders acknowledge that as a condition precedent to
the appointment of the Resources Shareholder Designee to Resources' Board of
Directors, the Resources Shareholder Designee shall enter into an agreement, in
form and substance satisfactory to Resources and its counsel, to the effect
that:
(i) the Resources Shareholder Designee agrees that the Resources
Shareholder Designee will not provide, disclose, or otherwise make
available, directly or indirectly, any confidential or non-public
information relating to Resources or its subsidiaries, including
competitively sensitive information, to the Anschutz Shareholders, or their
Affiliates or Representatives (as defined in the Anschutz/Resources
Shareholders Agreement);
(ii) the Resources Shareholder Designee will not voluntarily receive,
directly or indirectly, any confidential or non-public information relating
to any business, company or entity affiliated with any of the Anschutz
Shareholders which competes in any way with, or is a potential competitor
of, Resources (a "COMPETING BUSINESS"), and, in the event the Resources
Shareholder Designee involuntarily receives, or receives on an unsolicited
basis, such confidential or non-public information, the Resources
Shareholder Designee agrees to report to Resources the fact that the
Resources Shareholder Designee received such information;
(iii) in connection with actions taken as a director of Resources,
the Resources Shareholder Designee will not take into account or consider
the impact or effect of such actions on the Anschutz
Page 25 of 39 Pages
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Shareholders (other than in their capacity as shareholders of Resources),
their Affiliates or on any Competing Business;
(iv) the Resources Shareholder Designee will not serve an as officer,
director or employee of, or become a shareholder, partner or equity
investor in, any Competing Business so long as such Resources Shareholder
Designee serves as a director of Resources;
(v) none of the Resources Shareholder Designee, any family member of
the Resources Shareholder Designee or any person controlled by the
Resources Shareholder Designee will have any business relationship with,
enter into any arrangements or understandings relating to such business
relationship with, or receive any compensation, gifts or other forms of
consideration from, the Anschutz Shareholders or their Affiliates so long
as the Resources Shareholder Designee is a director of Resources; and
(vi) the Resources Shareholder Designee, if requested by Resources (A)
will immediately resign as a director of Resources in the event that the
FTC shall institute, commence, or threaten any action, proceeding or
inquiry relating to the Resources Shareholder Designee's position as a
director of Resources, provided, that in the event of one or more
resignations pursuant to this clause (A), the Anschutz Shareholders shall
have the right in each such event to designate a new Resources Shareholder
Designee in accordance with the terms of the Anschutz/Resources
Shareholders Agreement; (B) will resign as a director of Resources not
later than the next annual meeting of shareholders of Resources in the
event that the Anschutz Shareholders and their Affiliates Beneficially Own
less than 4% of Resources' Voting Securities then outstanding, PROVIDED,
however, that the Anschutz/Resources Shareholders Agreement shall continue
in full force and effect until the date of such resignation and (C) will
immediately resign if the Anschutz Shareholders violate or breach any of
the material terms or provisions of the Anschutz/Resources Shareholders
Agreement. Notwithstanding any resignation pursuant to clause (C) of the
preceding sentence, all of the provisions of the Anschutz/Resources
Shareholders Agreement other than those described in this subsection shall
continue in full force and effect.
So long as Anschutz Shareholders and their Affiliates continue to
Beneficially Own in excess of 4% of the Resources Voting Securities then
outstanding and so long as the Anschutz/Resources Shareholders Agreement shall
not have been
Page 26 of 39 Pages
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terminated, Resources shall include the Resources Shareholder Designee in the
Board of Directors' slate of nominees for election as directors at Resources'
annual meeting of shareholders and shall recommend that the Resources
Shareholder Designee be elected as a director of Resources.
So long as a Resources Shareholder Designee serves as a member of the Board
of Directors of Resources, Resources agrees that the Resources Shareholder
Designee shall serve (subject to the applicable requirements of the FTC, the
NYSE or any other security exchange on which the Resources Common Stock is
listed, or if not so listed, under the rules or regulations of the NASD) as a
member of the Executive, Finance and Corporation Development, and Compensation,
Benefits and Nominating Committees of the Board (or the three committees having
similar functions). Except as otherwise provided in the Anschutz/Resources
Shareholders Agreement, upon the termination of the Anschutz/Resources
Shareholders Agreement, if requested by Resources, the Resources Shareholder
Designee shall resign as a director of Resources' Board of Directors.
SECTION 7(b) provides that, in the event that the Resources Shareholder
Designee shall cease to be a member of the Board of Directors by reason of
death, disability or resignation (except in circumstances in which TAC shall not
have the right to select a new Shareholder Designee as described in the first
paragraph under "Resources Covenants" above), Resources shall replace such
Resources Shareholder Designee with another Resources Shareholder Designee at
the next meeting of the Board of Directors.
SECTION 7(d) provides that, without the prior written consent of Anschutz
Shareholders, Resources shall not take or recommend to its shareholders any
action which would impose limitation, not imposed on other shareholders of
Resources, on the enjoyment by any of Anschutz Shareholders and their Affiliates
of the legal rights generally enjoyed by shareholders of Resources, other than
those imposed by the terms of the Anschutz/Resources Shareholders Agreement, the
Merger Agreement and the Ancillary Agreements; provided, however, that the
foregoing shall not prevent Resources from implementing or adopting a
Shareholder Rights Plan or issuing a similar security which has a "trigger"
threshold of not less than the greater of 10% of the outstanding shares of
Resources Common Stock or the amount then Beneficially Owned by Anschutz
Shareholders not in violation of the Anschutz/Resources Shareholders Agreement.
TERMINATION. SECTION 13 provides that except as otherwise provided
therein, the Anschutz/Resources Shareholders Agreement shall terminate on the
earliest to occur of (1) September 11, 2003, (2) following consummation
Page 27 of 39 Pages
<PAGE>
of the Spin-Off, at such time that the Anschutz Shareholders Beneficially Own,
and continue to Beneficially Own, in the aggregate, less than 4% of the
Resources Voting Securities then outstanding, it being understood, however, that
if the Anschutz Shareholders at any time Beneficially Own in the aggregate less
than 4% of the Resources Voting Securities then outstanding but, prior to
September 11, 2003, subsequently acquire Beneficial Ownership of any Resources
Voting Securities (except pursuant to the provisions in the Anschutz/Resources
Shareholders Agreement comparable to clauses (A), (B) or (C) of the
parenthetical exception to the first sentence in item (i) under the first
paragraph of "Standstill and Related Provisions" under "Anschutz/UPC
Shareholders Agreement" above or in an Inadvertent Acquisition) if immediately
following such acquisition Anschutz Shareholders become Beneficial Owners in the
aggregate of more than 4% of the Resources Voting Securities then outstanding,
the provisions of Sections 5, 6 and 13 (and certain other specified sections)
shall be effective and in full force again as if no such termination had
occurred and (3) if at any time that the Anschutz Shareholders Beneficially Own
in the aggregate more than 4% of the Resources Voting Securities then
outstanding (i) the Resources Shareholder Designee shall not be elected as a
director of Resources (other than as a result of a resignation or non-election
in accordance with certain provisions of the Anschutz/Resources Shareholders
Agreement), (ii) subject to applicable requirements of the FTC, the NYSE or any
other security exchange on which the Resources Common Stock is listed, or if not
so listed, under the rules or regulations of the National Association of
Securities Dealers, the Resources Shareholder Designee who is then a director
shall not be appointed as a member of the Executive, Finance and Corporate
Development, and Compensation, Benefits and Nominating Committees, respectively,
of the Board of Directors of Resources (or committees having similar functions)
or (iv) Resources shall have breached its covenant in Section 7(b); PROVIDED
that TAC, for itself and on behalf of all other Anschutz Shareholders, may be
written notice to Resources irrevocably elect that, from and after the delivery
thereof, the references in Sections 7 and 13 to "4%" be deleted and replaced by
references to "3%".
4. ANSCHUTZ/RESOURCES REGISTRATION RIGHTS AGREEMENT.
Pursuant to the Anschutz/Resources Registration Rights Agreement, TAC and
the Foundation are granted, subject to the terms and conditions therein
specified, three demand and unlimited "piggy-back" registration rights in
respect of the shares of Common Stock to be received by them in the Spin-Off.
The exercise of registration rights is subject to the
Page 29 of 39 Pages
<PAGE>
approval of the managing underwriter of the offering being registered by
Resources; if the managing underwriter believes that inclusion of the requesting
stockholders' shares would have a material adverse effect on the offering, the
managing underwriter may reduce the number of shares to be registered in
accordance with the priorities set forth in the Anschutz/Resources Registration
Rights Agreement. All expenses associated with the registration of Resources
Common Stock pursuant to the exercise of demand or piggy-back registration
rights will be borne by Resources, with the exception of underwriting discounts
and commissions and any expenses of TAC and the Foundation in connection with
such registration. The Anschutz/Resources Registration Rights Agreement also
provides for, under certain circumstances, indemnification by Resources in favor
of TAC and the Foundation and by TAC and the Foundation in favor of Resources
with respect to certain information contained in a registration statement
pursuant to such registration rights.
B. PURPOSE OF THE TRANSACTIONS.
The ownership of TAC and the Foundation of 12,879,274 shares and
317,154 shares, respectively, of Common Stock, subject to the restrictions on
the acquisition, voting and disposition of shares of Common Stock and the other
restrictions summarized above, gives TAC and Foundation a significant equity
position in the Company. This ownership position and the right of TAC to
designate a director of the Company, subject to the restrictions summarized
above, give TAC, AC, the Foundation and Anschutz significant influence over the
management, policies and activities of the Company and its subsidiaries,
including Resources.
On July 18, 1996, TAC waived the obligation of the Company to cause
the Anschutz Shareholder Designee to be elected as a director of the Company on
or prior to the effective time of the Merger, provided that the Anschutz
Shareholder Designee be so elected at or before the meeting of the Board of
Directors next following such effective time. The next scheduled meeting of the
Board of Directors is September 26, 1996. TAC expects to designate Anschutz as
the Anschutz Shareholder Designee for election at or prior to such meeting.
Subject to the restrictions on the acquisition, voting and disposition
of shares of Common Stock, and the other restrictions summarized above, any of
TAC, AC, the Foundation and Anschutz may acquire additional shares of Common
Stock or other Company Voting Securities and any of them may dispose of any or
all of the shares of Common Stock or other Company Voting Securities presently
owned by them or subsequently acquired by them.
Page 29 of 39 Pages
<PAGE>
The amount, timing and conditions of any such possible acquisition or
disposition of any shares of Common Stock or other Company Voting Securities by
TAC, AC, the Foundation or Anschutz, respectively, will depend upon the
continuing assessment by TAC, AC, the Foundation and Anschutz of all relevant
factors, including without limitation the following: the business and prospects
of the Company and its subsidiaries; the attitude and actions of the management,
board of directors and other stockholders of the Company; other business and
investment opportunities available to TAC, AC, the Foundation and Anschutz; the
business and prospects of TAC, AC and Anschutz; economic conditions generally
and in the transportation and the oil and gas industries particularly; stock
market, commodity market and money market conditions; the availability and
nature of opportunities to dispose of the securities of the Company owned by
TAC, AC, the Foundation and Anschutz respectively; the availability and nature
of opportunities for TAC, AC, the Foundation and Anschutz, respectively, to
purchase additional securities of the Company; and other plans and requirements
of TAC, AC, the Foundation and Anschutz. Depending upon their assessment of
these factors from time to time, TAC, AC, the Foundation and Anschutz may change
their present intentions as stated above.
None of TAC, AC, the Foundation and Anschutz have any present plans to
seek to exercise control over the Company or to acquire the Company as an
entirety. Should any of TAC, AC, the Foundation and Anschutz in the future seek
to acquire control of the Company (including, without limitation, by means of
market or privately negotiated purchases of securities of the Company, a tender
offer, merger or otherwise), in each case subject to the restrictions on the
acquisition, voting and disposition of shares of Common Stock summarized above,
the prior establishment of an equity position in the Company might assist them
in reaching such result.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
TAC is the direct beneficial owner, and AC and Anschutz are indirect
beneficial owners, of 12,879,274 shares of Common Stock. The Foundation is the
direct beneficial owner, and Anschutz currently has the right to control the
voting and disposition, of 317,154 shares of Common Stock. Based upon the
244,122,514 shares of Common Stock that TAC, AC, the Foundation and Anschutz
believe to be issued and outstanding on September 10, 1996, after giving effect
to the issuance of 38,090,326 shares of Common Stock in the Merger on September
11, 1996, the 13,196,428 shares of Common Stock beneficially owned by TAC, AC,
the Foundation and Anschutz in the aggregate are equal to approximately 5.4% of
the number
Page 30 of 39 Pages
<PAGE>
of shares of Common Stock outstanding as of such date, after giving effect to
such issuance.
TAC, AC, the Foundation and Anschutz are subject to certain
restrictions on the acquisition, voting and disposition of shares of Common
Stock and other Company Voting Securities and certain other restrictions.
Reference is made to Section A in Item 4 for a summary of such restrictions.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF ISSUER
Reference is made to Item 4 above and the Exhibits to this Schedule
13D for a description of the Anschutz/UPC Shareholders Agreement, the
Anschutz/UPC Registration Rights Agreement, the Anschutz/Resources Shareholders
Agreement and the Anschutz/Resources Registration Rights Agreement.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 Amended and Restated Shareholders Agreement dated as of July
12, 1996 by and among Union Pacific Corporation, Union
Pacific Railroad Company, The Anschutz Corporation and
Philip F. Anschutz (referred to herein as the "Anschutz/UPC
Shareholders Agreement") [Incorporated by reference to
Exhibit D to the Joint Proxy Statement/Prospectus dated July
16, 1996 included in Post-Effective Amendment No. 2 to the
Registration Statement on Form S-4 of Union Pacific
Corporation (No. 33-64707), as filed with the Securities and
Exchange Commission on July 16, 1996]
Exhibit 2 Amended and Restated Registration Rights Agreement dated as
of July 12, 1996 by and among Union Pacific Corporation, The
Anschutz Corporation, Anschutz Foundation and Philip F.
Anschutz (referred to herein as the "Anschutz/UPC
Registration Rights Agreement") [Incorporated by reference
to Exhibit H to the Joint Proxy Statement/Prospectus dated
July 16, 1996 included in Post-Effective Amendment No. 2 to
the Registration Statement on Form S-4 of Union Pacific
Corporation (No. 33-64707), as filed with the Securities and
Exchange Commission on July 16, 1996]
Page 31 of 39 Pages
<PAGE>
Exhibit 3 Amended and Restated Shareholders Agreement dated as of July
12, 1996 by and among Union Pacific Resources Group Inc.,
The Anschutz Corporation, Anschutz Foundation and Philip F.
Anschutz (referred to herein as the "Anschutz/Resources
Shareholders Agreement") [Incorporated by reference to
Exhibit G to the Joint Proxy Statement/Prospectus dated July
16, 1996 included in Post-Effective Amendment No. 2 to the
Registration Statement on Form S-4 of Union Pacific
Corporation (No. 33-64707), as filed with the Securities and
Exchange Commission on July 16, 1996]
Exhibit 4 Amended and Restated Registration Rights Agreement dated as
of July 12, 1996 by and among Union Pacific Resources Group
Inc., The Anschutz Corporation and Anschutz Foundation
(referred to herein as the "Anschutz/Resources Registration
Rights Agreement") [Incorporated by reference to Exhibit I
to the Joint Proxy Statement/Prospectus dated July 16, 1996
included in Post-Effective Amendment No. 2 to the
Registration Statement on Form S-4 of Union Pacific
Corporation (No. 33-64707), as filed with the Securities and
Exchange Commission on July 16, 1996]
Exhibit 5 Agreement Re Joint Filing
Page 32 of 39 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
September 16, 1996
- ----------------------------------
Date
THE ANSCHUTZ CORPORATION
By /s/ Philip F. Anschutz
-------------------------------
Philip F. Anschutz, President
S-1
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
September 16, 1996
- ----------------------------------
Date
ANSCHUTZ COMPANY
By /s/ Philip F. Anschutz
-------------------------------
Philip F. Anschutz, President
S-2
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
September 16, 1996
- ----------------------------------
Date
ANSCHUTZ FOUNDATION
By /s/ Philip F. Anschutz
-------------------------------
Philip F. Anschutz, Chairman
S-3
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
September 16, 1996
- ----------------------------------
Date
PHILIP F. ANSCHUTZ
/s/ Philip F. Anschutz
- ----------------------------------
S-4
<PAGE>
EXHIBIT INDEX
-------------
Exhibit 1 Amended and Restated Shareholders Agreement dated as of July
12, 1996 by and among Union Pacific Corporation, Union
Pacific Railroad Company, The Anschutz Corporation and
Philip F. Anschutz [Incorporated by reference to Exhibit D
to the Joint Proxy Statement/Prospectus dated July 16, 1996
included in Post-Effective Amendment No. 2 to the
Registration Statement on Form S-4 of Union Pacific
Corporation (No. 33-64707), as filed with the Securities and
Exchange Commission on July 16, 1996]
Exhibit 2 Amended and Restated Registration Rights Agreement dated as
of July 12, 1996 by and among Union Pacific Corporation, The
Anschutz Corporation, Anschutz Foundation and Philip F.
Anschutz [Incorporated by reference to Exhibit H to the
Joint Proxy Statement/Prospectus dated July 16, 1996
included in Post-Effective Amendment No. 2 to the
Registration Statement on Form S-4 of Union Pacific
Corporation (No. 33-64707), as filed with the Securities and
Exchange Commission on July 16, 1996]
Exhibit 3 Amended and Restated Shareholders Agreement dated as of July
12, 1996 by and among Union Pacific Resources Group Inc.,
The Anschutz Corporation, Anschutz Foundation and Philip F.
Anschutz [Incorporated by reference to Exhibit G to the
Joint Proxy Statement/Prospectus dated July 16, 1996
included in Post-Effective Amendment No. 2 to the
Registration Statement on Form S-4 of Union Pacific
Corporation (No. 33-64707), as filed with the Securities and
Exchange Commission on July 16, 1996]
Exhibit 4 Amended and Restated Registration Rights Agreement dated as
of July 12, 1996 by and among Union Pacific Resources Group
Inc., The Anschutz Corporation and Anschutz Foundation
[Incorporated by reference to Exhibit I to the Joint Proxy
Statement/Prospectus dated July 16, 1996 included in Post-
Effective Amendment No. 2 to the Registration Statement on
Form S-4 of Union Pacific Corporation (No. 33-
Ex. - 1
<PAGE>
64707), as filed with the Securities and Exchange Commission
on July 16, 1996]
Exhibit 5 Agreement Re Joint Filing
Ex. - 2
<PAGE>
EXHIBIT 5
AGREEMENT RE JOINT FILING
Each of the undersigned hereby agrees, as required pursuant to Rule 13d-
1(f)(1)(iii) under the Securities and Exchange Act of 1934, that this Schedule
13D is to be filed on behalf of each such party.
THE ANSCHUTZ CORPORATION
By:/s/ Philip F. Anschutz
---------------------------
Name: Philip F. Anschutz
Title: President
ANSCHUTZ COMPANY
By:/s/ Philip F. Anschutz
--------------------------
Name: Philip F. Anschutz
Title: President
ANSCHUTZ FOUNDATION
By:/s/ Philip F. Anschutz
---------------------------
Name: Philip F. Anschutz
Title: Chairman of the Board
PHILIP F. ANSCHUTZ
/s/ Philip F. Anschutz
-----------------------------
