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):
January 22, 1996
UNION PACIFIC CORPORATION
(Exact name of registrant as specified in its charter)
Utah 1-6075 13-2626465
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
Martin Tower, Eighth and Eaton Avenues, Bethlehem, PA 18018
(Address of principal executive offices) (zip code)
(610) 861-3200
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Item 7. Financial Statements and Exhibits.
(c) Exhibits:
(i) Exhibit 4: Indenture dated as of January 5, 1996,
between Union Pacific Corporation and Chemical Bank,
Trustee.
(ii) Exhibit 23: Consent of KPMG Peat Marwick LLP,
Independent Auditors.
(iii) Exhibit 99.1: Financial Statements of Southern Pacific
Rail Corporation and Subsidiary Companies as of September
30, 1995 and December 31, 1994 and for the nine months ended
September 30, 1995 and 1994 and the three months ended
September 30, 1995 and 1994 as set forth in the Quarterly
Report on Form 10-Q for the quarterly period ended September
30, 1995, of Southern Pacific Rail Corporation.
(iv) Exhibit 99.2: Financial Statements of Southern Pacific
Rail Corporation and Subsidiary Companies as of December 31, 1994
and 1993 and for the three year period ended December 31, 1994
as set forth in the Annual Report on Form 10-K/A for the year
ended December 31, 1994, dated as of November 27, 1995 of
Southern Pacific Rail Corporation.
(v) Exhibit 99.3: Independent Auditors' Report
(vi) Exhibit 99.4: Unaudited Pro Forma Financial Statements of
Union Pacific Corporation and Southern Pacific Rail Corporation
as set forth in Registration Statement on Form S-4 of Union
Pacific Corporation (Registration No. 33-64707) dated as of
December 12, 1995.
(vii) Exhibit 99.5: Press Release
(viii) Exhibit 99.6: Statement Regarding Consolidated Income from
Continuing Operations for the Nine Months Ended September 30, 1995.
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, thereunto duly authorized, in the City
of Bethlehem, State of Pennsylvania, on January 22, 1996.
UNION PACIFIC CORPORATION
By: /s/ Morris B. Smith
-----------------------------
Name: Morris B. Smith
Title: Vice President and
Controller
EXHIBIT INDEX
Sequential
Exhibit No. Description of Exhibit Page Number
4 Indenture dated as of January 5, 1996,
between Union Pacific Corporation and
Chemical Bank, Trustee.
23 Consent of KPMG Peat Marwick LLP,
Independent Auditors.
99.1 Financial Statements of Southern Pacific Rail Corporation
and Subsidiary Companies as of September 30, 1995 and
December 31, 1994 and for the nine months ended September
30, 1995 and 1994 and the three months ended September 30,
1995 and 1994 as set forth in the Quarterly Report on Form
10-Q for the quarterly period ended September 30, 1995,
of Southern Pacific Rail Corporation.
99.2 Financial Statements of Southern Pacific Rail
Corporation and Subsidiary Companies as of December
31, 1994 and 1993 and for the three year period ended
December 31, 1994 as set forth in the Annual Report on
Form 10-K/A for the year ended December 31, 1994,
dated as of November 27, 1995 of Southern Pacific Rail
Corporation.
99.3 Independent Auditors' Report
99.4 Unaudited Pro Forma Financial Statements of Union
Pacific Corporation and Southern Pacific Rail
Corporation as set forth in Registration Statement on
Form S-4 of Union Pacific Corporation (Registration
No. 33-64707) dated as of December 12, 1995.
99.5 Press Release
99.6 Statement Regarding Consolidated Income from Continuing
Operations for the Nine Months Ended September 30, 1995.