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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): August 3, 1995
UNION PACIFIC CORPORATION
(Exact name of Registrant as specified in its character)
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
ITEM 5. OTHER EVENTS.
On August 3, 1995, the Registrant, Union Pacific Railroad
Company ("UPRR"), an indirect wholly owned subsidiary of the
Registrant, UP Acquisition Corporation ("Purchaser"), a wholly
owned subsidiary of UPRR, and Southern Pacific Rail Corporation
("SP"), entered into an Agreement and Plan of Merger (the
"Merger Agreement"), pursuant to which the Purchaser has
commenced a cash tender offer (the "Offer") to acquire up to
39,034,471 shares of Common Stock, $.001 par value per share
(the Shares"), of SP at a price of $25.00 per share,
representing 25% of the outstanding Shares. The Offer is the
first step in the Registrant's acquisition of the entire equity
interest of SP. Following the completion of the Offer and the
satisfaction or waiver of certain conditions, (i) Purchaser will
be merged with and into UPRR and (ii) SP will be merged with and
into UPRR (such merger of SP with and into UPRR, the "Merger"),
in each case with UPRR as the surviving corporation. In the
Merger, each outstanding Share (other than Shares held in the
treasury of SP and Shares owned by the Registrant, UPRR,
Purchaser or any other wholly owned subsidiary of the
Registrant) will be converted, at the election of the holder of
Shares and subject to certain limitations, into the right to
receive (i) $25.00 in cash, without interest, (ii) .4065 shares
of common stock, par value $2.50 per share, of the Registrant
(the "Registrant Common Stock"), or (iii) a combination of such
cash and shares of Registrant Common Stock. The Merger
Agreement contains provisions which will ensure that, regardless
of the number of Shares the holders of which have elected to
receive cash or Registrant Common Stock, as the case may be, the
aggregate number of Shares to be converted into Registrant
Common Stock pursuant to the Merger shall be equal as nearly as
practicable to 60% of all Shares outstanding immediately prior
to the Merger, and the number of Shares to be converted into the
right to receive cash pursuant to the Merger, together with
Shares purchased in the Offer, shall be equal as nearly as
practicable to 40% of all Shares outstanding immediately prior
to the Merger.
Pursuant to a Shareholders Agreement (the "Anschutz
Shareholders Agreement"), dated as of August 3, 1995, by and
among the Registrant, Purchaser, The Anschutz Corporation, a
Kansas corporation ("TAC"), Anschutz Foundation, a Colorado not-
for-profit corporation (the "Foundation"), and Mr. Philip F.
Anschutz ("Mr. Anschutz" and, collectively with TAC and the
Foundation, the "Shareholders"), the Shareholders, who have
advised Purchaser that in the aggregate they own 49,643,008
Shares, representing approximately 31.8% of the outstanding
Shares, have agreed, among other things, to vote all Shares
owned by them in favor of the Merger and to comply with certain
"standstill" agreements and restrictions on dispositions of
shares of Registrant Common Stock to be received in the Merger.
In addition, pursuant to a Shareholder Agreement (the "MSLEF
Shareholder Agreement"), dated as of August 3, 1995, by and
among the Registrant, Purchaser and The Morgan Stanley Leveraged
Equity Fund II, L.P., a Delaware limited partnership ("MSLEF"),
MSLEF, which has advised Purchaser that it beneficially owns
13,341,580 Shares, representing approximately 8.5% of the
outstanding Shares, has agreed, among other things, to vote all
Shares owned by it in favor of the Merger. Similarly, pursuant
to a Shareholders Agreement (the "Registrant Shareholders
Agreement"), dated as of August 3, 1995, by and among the
Registrant, Purchaser and SP, the Registrant and Purchaser have
agreed, among other things, to vote all Shares acquired by them
pursuant to the Offer in favor of the Merger and to comply with
certain "standstill" agreements and restrictions on dispositions
of such Shares. In addition, pursuant to a Shareholders
Agreement (the "Anschutz/Resources Agreement"), dated as of
August 3, 1995, by and among Union Pacific Resources Group Inc.
("Resources"), a wholly owned subsidiary of the Registrant, and
the Shareholders, the Shareholders have agreed, among other
things, to comply, with certain "standstill" agreements and
restrictions on dispositions of shares of Common Stock, $1.00
par value, of Resources ("Resources Common Stock") to be
received by them in the previously announced proposed
distribution of shares of Resources Common Stock to stockholders
of the Registrant (the "Spin-off"), which would occur following
the Merger. The Registrant has agreed, pursuant to the Anschutz
Shareholders Agreement and the Anschutz/Resources Shareholders
Agreement, respectively, to cause Mr. Anschutz to be appointed
as Vice Chairman of the Board of Directors of the Registrant on
or prior to the consummation of the Merger and to cause a
designee of TAC (other than Mr. Anschutz) to be appointed as a
director of Resources' Board of Directors on or prior to the
consummation of the Spin-off.
Pursuant to a Registration Rights Agreement, dated as
of August 3, 1995, by and among the Registrant, TAC and the
Foundation, TAC and the Foundation have been granted, subject to
the terms and conditions therein specified, three demand and
unlimited "piggy-back" registration rights in respect of the
shares of the Registrant Common Stock to be received by them in
the Merger. Pursuant to a Registration Rights Agreement, dated
as of August 3, 1995, by and among Resources, TAC and the
Foundation, TAC and the Foundation have been granted, subject to
the terms and conditions therein specified, three demand and
unlimited "piggy-back" registration rights in respect of the
shares of Resources Common Stock to be received by them in the
Spin-Off. Pursuant to a Registration Rights Agreement, dated as
of August 3, 1995, by and among Purchaser and SP, Purchaser has
been granted, subject to the terms and conditions therein
specified, six demand and unlimited "piggy-back" registration
rights in respect of the Shares to be purchased pursuant to the
Offer.
Simultaneously with the purchase of Shares pursuant to
the Offer, the Shares purchased in the Offer, will be deposited
in an independent, irrevocable Voting Trust in accordance with
the terms of a proposed Voting Trust Agreement.
The obligations of the Registrant, UPRR and Purchaser
to consummate the Merger are conditioned upon, among other
things, the Interstate Commerce Commission or any Similar
Successor (as defined in the Merger Agreement) having issued a
final decision approving, exempting or otherwise authorizing
consummation of the Merger and all other transactions
contemplated by the Merger Agreement and the Ancillary
Agreements (as defined in the Merger Agreement) as may require
such authorization and which, among other things, does not
impose on the Registrant, SP or any of their respective
subsidiaries, terms or conditions that materially and adversely
affect the long-term benefits expected to be received by the
Registrant from the transactions contemplated by the Merger
Agreement.
Copies of the Merger Agreement, Ancillary Agreements
(as defined in the Merger Agreement) and the Voting Trust
Agreement are filed herewith as Exhibits and are incorporated
herein by reference and the foregoing descriptions of such
Agreements are qualified in the entirety by reference to such
Agreements.
On August 3, 1995 and August 4, 1995, the Registrant
issued press releases relating to the Merger and Merger
Agreement, copies of which are filed herewith as Exhibits and
are incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORM FINANCIAL
INFORMATION AND EXHIBITS.
99.1 Agreement and Plan of Merger, dated as of August 3,
1995, by and among the Registrant, UPRR, Purchaser and
SP. (Incorporated by reference to Exhibit (c)(1) to
the Tender Offer Statement on Schedule 14D-1, dated
August 9, 1995, filed by the Registrant, UPRR and
Purchaser)
99.2 Shareholders Agreement, dated as of August 3, 1995,
among the Registrant, Purchaser, The Anschutz
Corporation, a Kansas corporation ("TAC"), Anschutz
Foundation, a Colorado not-for-profit corporation (the
"Foundation"), and Mr. Philip F. Anschutz ("Mr.
Anschutz"). (Incorporated by reference to Exhibit
(c)(2) to the Tender Offer Statement on Schedule 14D-
1, dated August 9, 1995, filed by the Registrant, UPRR
and Purchaser)
99.3 Shareholder Agreement, dated as of August 3, 1995,
among the Registrant, Purchaser and The Morgan Stanley
Leveraged Equity Fund II, L.P., a Delaware limited
partnership. (Incorporated by reference to Exhibit
(c)(3) to the Tender Offer Statement on Schedule 14D-
1, dated August 9, 1995, filed by the Registrant, UPRR
and Purchaser)
99.4 Shareholder Agreement, dated as of August 3, 1995,
among the Registrant, Purchaser and SP. (Incorporated
by reference to Exhibit (c)(4) to the Tender Offer
Statement on Schedule 14D-1, dated August 9, 1995,
filed by the Registrant, UPRR and Purchaser)
99.5 Shareholder Agreement, dated as of August 3, 1995,
among Resources, TAC, the Foundation and Mr. Anschutz.
(Incorporated by reference to Exhibit (c)(5) to the
Tender Offer Statement on Schedule 14D-1, dated August
9, 1995, filed by the Registrant, UPRR and Purchaser)
99.6 Registration Rights Agreement, dated as of August 3,
1995, among the Registrant, TAC and the Foundation.
(Incorporated by reference to Exhibit (c)(6) to the
Tender Offer Statement on Schedule 14D-1, dated August
9, 1995, filed by the Registrant, UPRR and Purchaser)
99.7 Registration Rights Agreement, dated as of August 3,
1995, between Purchaser and SP. (Incorporated by
reference to Exhibit (c)(7) to the Tender Offer
Statement on Schedule 14D-1, dated August 9, 1995,
filed by the Registrant, UPRR and Purchaser)
99.8 Registration Rights Agreement, dated as of August 3,
1995, among Resources, TAC and the Foundation.
(Incorporated by reference to Exhibit (c)(8) to the
Tender Offer Statement on Schedule 14D-1, dated August
9, 1995, filed by the Registrant, UPRR and Purchaser)
99.9 Form of Voting Trust Agreement, dated as of August 3,
1995, among the Registrant, Purchaser and Southwest
Bank of St. Louis. (Incorporated by reference to
Exhibit (c)(9) to the Tender Offer Statement on
Schedule 14D-1, dated August 9, 1995, filed by the
Registrant, UPRR and Purchaser)
99.10 Text of Press Release issued by the Registrant on
August 3, 1995. (Incorporated by reference to Exhibit
(a)(7) to the Tender Offer Statement on Schedule 14D-
1, dated August 9, 1995, filed by the Registrant, UPRR
and Purchaser)
99.11 Text of Press Release issued by the Registrant on
August 4, 1995. (Incorporated by reference to Exhibit
(a)(8) to the Tender Offer Statement on Schedule 14D-
1, dated August 9, 1995, filed by the Registrant, UPRR
and Purchaser)
SIGNATURE
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.
Dated: August 14, 1995 UNION PACIFIC CORPORATION
By: /s/ Carl W. von Bernuth
Name: Carl W. von Bernuth
Title: Senior Vice President
and General Counsel