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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): April 25, 1995
UNION PACIFIC CORPORATION
(Exact name of registrant as specified in its charter)
Utah 33-52645 13-2626465
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
Eighth and Eaton Avenues, Bethlehem, Pennsylvania 18018
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (610) 861-3200
N/A
(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On April 25, 1995, the Registrant announced that it had
completed its $35.00 per share cash tender offer for all
outstanding shares of common stock of Chicago and North Western
Transportation Company ("CNW"); that it had accepted for payment
shares properly tendered in the offer; and, that it intended to
effect a short-form merger, pursuant to which CNW would become an
indirect, wholly owned subsidiary of the Registrant, following
receipt of a determination by the ICC that the consideration paid
in the merger is "just and reasonable." A copy of the press
release pertaining to such announcement is attached hereto as
Exhibit 99.1 and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
(C) EXHIBITS.
99.1 Press Release dated April 25, 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.
April 26, 1995
UNION PACIFIC CORPORATION
By: /s/ carl w. von bernuth
Name: Carl W. von Bernuth
Title: Senior Vice President
and General Counsel
[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, APRIL 25, 1995 -- Union Pacific Corporation (NYSE:
UNP) announced today that its indirect wholly owned subsidiary,
UP Rail, Inc., has completed its cash tender offer for all
outstanding shares of common stock of Chicago and North Western
Transportation Company (NYSE: CNW) at a price of $35.00 per
share.
Union Pacific stated that, based upon a preliminary
count, a total of approximately 31,529,846 shares (including
approximately 303,630 shares subject to guarantees of delivery or
receipt of additional documentation), had been tendered pursuant
to the offer, which expired at midnight, New York City time, on
Monday, April 24, 1995, and that all validly tendered shares will
be purchased in accordance with the terms of the offer.
The shares tendered, together with the 12,835,304 CNW
shares that Union Pacific will own upon conversion of its non-
voting CNW shares, constitute approximately 99.47 percent of
CNW's presently outstanding shares. There remain approximately
235,048 shares not tendered or beneficially owned by Union
Pacific.
Pursuant to the terms of the Agreement and Plan of
Merger, dated as of March 16, 1995, by and among Union Pacific,
UP Rail, Inc., and CNW, three of the directors of CNW will resign
and be replaced by UP designees. The remaining four CNW
directors (three of whom are outside directors and one of whom is
a UP designee) will remain on the Board.
As previously announced, all CNW common shares not
tendered and purchased pursuant to the offer will be acquired in
a subsequent second-step merger transaction at the same $35.00
per share price. The merger is expected to occur following
receipt of a determination by the Interstate Commerce Commission
that the consideration paid in the merger is "just and
reasonable." The receipt of such determination is expected to
occur no sooner than July 1, 1995.
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