COVER
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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) October 15, 1996
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Union Pacific Corporation
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(Exact Name of Registrant as Specified in Charter)
Utah 1-6075 13-2626465
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
Eighth and Eaton Avenues, Bethlehem, Pennsylvania 18018
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (610) 861-3200
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N/A
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Former Name or Former Address, if Changed Since Last Report
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Item 2. Acquisition or Disposition of Assets.
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As previously disclosed, in July 1995 Union Pacific Corporation ("Union
Pacific" or the "Company") announced a formal plan to exit its natural
resources business. This plan included an initial public offering (the "IPO")
by Union Pacific Resources Group Inc. ("Resources") of a portion of its common
stock (the "Resources Common Stock") followed by a distribution of the
Company's remaining interest in Resources, consisting of 206 million shares of
Resources Common Stock, to holders of the Company's common stock on a tax-
free, pro-rata basis (the "Distribution"). The IPO was completed on October
17, 1995 and resulted in the sale to the public of 42,500,000 shares (approxi-
mately 17%) of Resources Common Stock at an initial offering price of
$21 per share. On September 12, 1996, Union Pacific's Board of Directors
declared a special dividend consisting of the shares of Resources Common Stock
to be distributed in the Distribution. The Distribution was completed on
October 15, 1996 to holders of record of the Company's common stock on
September 26, 1996 (the "Record Date"). As a result of the Distribution,
each of the Company's shareholders received 0.846946 of a share of Resources
Common Stock for each share of the Company's common stock held by such share-
holder on the Record Date. No certificates or scrip for fractional shares of
Resources Common Stock were issued in the Distribution; rather such fractional
shares were aggregated and sold in the open market at prevailing prices by CS
First Boston, as Fractional Share Agent, and the total sale proceeds (net of
commissions and other selling costs) were distributed pro rata to Union
Pacific shareholders otherwise entitled to receive a fractional share of
Resources Common Stock. No consideration was paid by the Company's share-
holders for the shares of Resources Common Stock received in the Distribution.
In 1970, Union Pacific acquired Champlin Petroleum Company ("Champlin")
in order to manage the exploitation of certain oil and gas resources owned by
Union Pacific Railroad Company ("UPRR"). These resources are located on
approximately 7.5 million acres in Colorado, Wyoming and Utah which had been
granted to a predecessor of UPRR in the mid-1800s by the Federal Government
at the time of construction of the first North American transcontinental
railroad (the "Land Grant"). In 1987, Champlin changed its name to Union
Pacific Resources Company ("UPRC") and UPRC also became responsible for
managing Union Pacific's hard mineral assets. These hard mineral assets were
owned by another affiliate, Union Pacific Minerals, Inc. ("Minerals"). In
connection with the IPO, Minerals changed its name to Union Pacific Resources
Group Inc. (defined as "Resources" above), and the Company transferred the
stock of UPRC to Resources and caused the Land Grant and certain other oil and
gas assets historically managed by Resources, but owned by UPRR and certain
other affiliates of Union Pacific, to be transferred to Resources and certain
of its subsidiaries, including UPRC. As a result of this restructuring,
Resources and its subsidiaries own all of the oil, gas and minerals operations
historically owned by Union Pacific.
As a result of Union Pacific's recently completed acquisition of Southern
Pacific Rail Corporation, Mr. Philip F. Anschutz, The Anschutz Corporation, an
affiliate of Mr. Anschutz, and Anschutz Foundation of which Mr. Anschutz is a
director (collectively, the "Anschutz Shareholders"), received 13,196,428
shares of Union Pacific common stock, which represents approximately 5.4% of
the total Union Pacific common stock outstanding. On September 26, 1996, Mr.
Anschutz was also elected Vice Chairman of Union Pacific's Board of Directors.
As a result of the Distribution, the Anschutz Shareholders received 11,176,659
shares of Resources Common Stock, or approximately 4.47% of the total
Resources Common Stock outstanding.
Item 7. Financial Statements and Exhibits.
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(b) Pro Forma Financial Information. The pro forma financial
information required to be reported in this Form 8-K is set forth in Exhibit
99.5 to Form 8-K/A-1 filed by the Company on October 17, 1996, and such
information is incorporated by reference herein in its entirety.
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(c) Exhibits.
99.1 Pro forma financial statements of Union Pacific Corporation
for the year ended December 31, 1995 and as of and for the
six months ended June 30, 1996, incorporated by reference
to Exhibit 99.5 to Form 8-K/A-1 filed by Union Pacific
Corporation on October 17, 1996.
99.2 Press Release dated October 17, 1996 containing earnings
information for Union Pacific Corporation for the third
quarter of 1996 and the nine months ended September 30, 1996.
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SIGNATURE
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
October 21, 1996
UNION PACIFIC CORPORATION
By:/s/Carl W. von Bernuth
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Name: Carl W. von Bernuth
Title: Senior Vice President & General Counsel
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Exhibit Index
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Exhibit Description
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99.1 Pro forma financial statements of Union Pacific
Corporation for the year ended December 31, 1995
and as of and for the six months ended June 30, 1996,
incorporated by reference to Exhibit 99.5 to Form 8-K/A-1
filed by Union Pacific Corporation on October 17, 1996.
99.2 Press Release dated October 17, 1996 containing earnings
information for Union Pacific Corporation for the third
quarter of 1996 and the nine months ended September 30,
1996.