Union Pacific Corp – ‘DEFR14A’ on 4/4/96

As of:  Thursday, 4/4/96   ·   Accession #:  889812-96-329   ·   File #:  1-06075

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Revised Definitive Proxy Solicitation Material   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEFR14A     Additional and Revised Proxy Soliciting Materials      7     23K 

DEFR14A
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SCHEDULE 14A INFORMATION  

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE  
SECURITIES EXCHANGE ACT OF 1934 
(AMENDMENT NO.  )   

Filed by the Registrant                     /x/                                 

Filed by a Party other than the Registrant  / /                                 

Check the appropriate box:                                                      
/ / Preliminary Proxy Statement                                                 
/ / Confidential, for Use of the Commission Only (as permitted by Rule          
14a-6(e)(2))                                                            
/ / Definitive Proxy Statement                                                  
/x/ Definitive Additional Materials                                             
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12               

UNION PACIFIC CORPORATION 
------------------------------------------------------------------------  
(Name of Registrant as Specified in its Charter)  

Payment of Filing Fee (Check the appropriate box):                              
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item
22(a)(2) of Schedule 14A                                                
/ / $500 per each party to the controversy pursuant to Exchange Act Rule        
14a-6(i)(3)                                                             
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11     

(1) Title of each class of securities to which transaction applies:             

(2) Aggregate number of securities to which transaction applies:                

(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is 
calculated and state how it was determined):                            

(4) Proposed maximum aggregate value of transaction:                            

(5) Total fee paid:                                                             

/x/ Fee paid previously with preliminary materials.                             

/ / Check box if any part of the fee is offset as provided by Exchange Act Rule 
0-11(a)(2) and identify the filing for which the offsetting fee was paid
  previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.                     

(1) Amount Previously Paid:                                                     

(2) Form, Schedule or Registration Statement No.:                               

(3) Filing Party:                                                               

(4) Date Filed:                                                                 

DEFR14A
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UNION PACIFIC CORPORATION 

[LOGO]  
DREW LEWIS                                                                      
CHAIRMAN                                                                        

               April 4, 1996

Dear Shareholder:                                                               

    We are writing to alert you that you may receive proxy soliciting material
from the International Brotherhood of Teamsters labor union (the 'Teamsters') in
connection with Union Pacific's upcoming Annual Meeting, and to advise you why  
we urge you not to sign any proxy card that the Teamsters may send you.         

The Teamsters have over the past several years made a number of       
unsuccessful attempts to convince the non-union employees at Overnite           
Transportation Company, a Union Pacific subsidiary, to join their union. In what
appears to be an effort to pressure and harass Union Pacific in connection with 
these labor matters, the Teamsters union has now turned its attention to the    
proxy process. Union Pacific believes that labor-management issues should be    
resolved in traditional labor-management arenas, and not through the use of the 
proxy process.                                                                  

In early February of this year, the Teamsters General Fund--which     
previously did not own any shares of Union Pacific stock--bought 25 shares. A   
few days later, they informed us of their intent to submit for a vote at Union  
Pacific's upcoming Annual Meeting a non-binding advisory proposal requesting    
that an independent director who is not a former chief executive officer of     
Union Pacific serve as Chairman of the Board. The Teamsters' very recent        
acquisition of Union Pacific shares, quickly followed by their submission of a  
proposal for the Annual Meeting, strongly suggests to us that their interest    
lies in forwarding their own agenda.                                            

Union Pacific's Board of Directors opposes the Teamsters' proposal and
urges that it be rejected by all shareholders. Such a proposal, if implemented, 
would reduce the Board's ability and flexibility to structure the most effective
corporate governance at any particular time. In fact, the highly respected      
corporate governance guidelines developed by General Motors Corporation         
recommend that, in the selection of a single or separate Chairman and Chief     
Executive Officer, the 'Board should be free to make this choice any way that   
seems best for the Company at a given point in time.' It has not been           
demonstrated in any meaningful way that the separation of the positions of      
Chairman and CEO in and of itself is a positive governance practice.            

The management and Board of Directors of Union Pacific remain firmly  
committed to the highest standards of corporate governance and, as set forth on 
page 30 of our Proxy Statement under the caption 'Corporate Governance          
Standards', the Board of Directors recently adopted updated corporate governance
guidelines and policies. These guidelines and policies, along with elimination  
of                                                                              

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both cumulative voting and the classified board, will provide our shareholders  
with an excellent corporate governance framework.                               

  We have enclosed a revised proxy card (or voting instruction card) which
differs from the card previously furnished to you by your Board in that it      
includes the Teamsters' proposal (proposal 5). You may use the revised proxy    
card or voting instruction card to specify your vote on all five matters to be  
considered at the Annual Meeting. Your Board strongly urges a vote AGAINST the  
Teamsters' proposal.                                                            

     We thank you for your continued support and recommend that you not sign any
proxy card that the Teamsters may send you.                                     

            Sincerely,

                /s/ Drew Lewis

--------------------------------------------------------------------------------
If you submitted or submit the white proxy card or any other voting   
instruction card previously furnished with Union Pacific's proxy statement which
did not include the Teamsters' proposal (proposal 5), discretionary authority   
will be exercised to vote AGAINST the Teamsters' proposal. If you wish to       
specify the manner in which your shares are to be voted on the Teamsters'       
proposal, you should sign, date, mark and submit the revised proxy card or      
voting instruction card accompanying this letter. Submission of a later dated   
proxy card or voting instruction card will revoke any previous proxy card or    
voting instruction card you may have submitted.                                 

    If you have any questions or need assistance in voting your shares, please
call our proxy solicitor, Morrow & Co., Inc., at 1-800-662-5200.                
--------------------------------------------------------------------------------

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[LOGO] Union Pacific                                                            
Corporation                                                       
Martin Tower                        REVISED PROXY                   
Eighth and Eaton Avenues         SOLICITED BY BOARD OF DIRECTORS                
Bethlehem, PA 18018             ANNUAL MEETING April 19, 1996               
                  SALT LAKE CITY, UTAH

The undersigned hereby appoints DREW LEWIS and JUDY L. SWANTAK, and each of     
them, as Proxies, each with the power to appoint a substitute, and hereby       
authorizes them to represent and to vote all the shares of stock of UNION       
PACIFIC CORPORATION which the undersigned is entitled to vote at the Annual     
Meeting of Shareholders to be held on April 19, 1996 or any adjournment or      
postponement thereof as indicated in this Proxy upon all matters referred to on 
the reverse side and, in their discretion as set forth in the Notice of Annual  
Meeting and Proxy Statement, receipt of which is hereby acknowledged, upon any  
other matters that may properly come before the meeting.  IF NO DIRECTION IS    
MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF DIRECTORS, FOR PROPOSALS     
2, 3 AND 4, AND AGAINST PROPOSAL 5.                                             

The Board of Directors recommends a vote FOR the election of Directors, FOR     
proposals 2, 3 and 4 and AGAINST proposal 5.  Please note that approval of each 
of proposals 2 and 3 is conditioned upon approval of the other proposal.        

IF YOU SUBMITTED OR SUBMIT THE WHITE PROXY CARD PREVIOUSLY FURNISHED TO YOU BY  
THE BOARD OF DIRECTORS WHICH DOES NOT INCLUDE PROPOSAL 5 ON THE CARD, THE       
PROXIES NAMED HEREIN WILL EXERCISE THEIR DISCRETIONARY AUTHORITY TO VOTE AGAINST
PROPOSAL 5.  If you wish to specify the manner in which your shares are to be   
voted on proposal 5, you should mark, sign, date and submit this revised proxy  
card.                                                                           

(Continued and to be signed on reverse side.) 

DEFR14A
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UNION PACIFIC CORPORATION 

PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY.  ___  
[                                                                              ]
The Board recommends a vote FOR the election of Directors.                      

1. Election of Directors--                                               FOR ALL
   Nominees:  R.B. Cheney, E.V. Conway, Drew Lewis,        FOR  WITHHELD  Except
  L.W. Matthews, III, J.L. Messman, T.A. Reynolds, Jr.    ___     ___      ___

______________________________________________________                    
(Except nominee(s) written above.)                                        

To distribute your votes on a cumulative basis, write below the name(s) of
  the nominee(s) you wish to vote for and the number of votes you wish to cast
for each.                                                                 

   _____________________________________________________________________________

The Board recommends a vote FOR proposals 2, 3 and 4.                           

2. Approval of amending the Revised Articles             FOR   AGAINST   ABSTAIN
 of Incorporation to eliminate cumulative voting.      ___     ___       ___

3. Approval of amending the Revised Articles             FOR   AGAINST   ABSTAIN
 of Incorporation to declassify the Board.             ___     ___       ___

4. Ratify appointment of Deloitte & Touche as            FOR   AGAINST   ABSTAIN
 independent auditors.                                 ___     ___       ___

The Board recommends a vote AGAINST proposal 5.                                 

5. Shareholder resolution urging the Board to            FOR   AGAINST   ABSTAIN
 provide for an independent Chairman.                  ___     ___       ___

Dated:___________________, 1996                                                 

Signature(s)________________________________________                            

____________________________________________________                            
Please sign exactly as your name appears.  Joint owners should each sign        
personally.  Where applicable, indicate your official position or               
representation capacity.                                                        

DEFR14A
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[LOGO] Union Pacific                REVISED CONFIDENTIAL VOTING INSTRUCTIONS FOR
Corporation                  ANNUAL MEETING APRIL 19, 1996        

To the Trustee:                                                                 

The UNDERSIGNED hereby instructs you to vote, in person or by proxy, all the    
shares of stock of Union Pacific Corporation which were allocated to my account 
as of February 9, 1996, under one or more of the plans listed below and         
identified by the four-letter code below and on the reverse side of this card at
the Annual Meeting of Shareholders to be held on April 19, 1996, or any         
adjournment or postponement thereof as indicated upon all matters referred to on
the reverse side of this card.  This card when properly executed will be voted  
in the manner described herein.  IF NO DIRECTION IS MADE, YOUR SHARES WILL BE   
VOTED FOR THE ELECTION OF DIRECTORS, FOR PROPOSALS 2, 3 AND 4 AND AGAINST       
PROPOSAL 5.  Please note that approval of each of proposals 2 and 3 is          
conditioned upon approval of the other proposal.  If you do not return your     
card, the shares allocated to the plans in the left column below will be voted  
by the Trustee in the same proportion as the shares with respect to which voting
instructions are received, and the shares allocated to the plans in the right   
column below will not be voted.  If you have shares allocated to more than one  
of the plans below and wish to vote the shares differently among the plans, you 
may contact Harris Trust & Savings Bank at 1-800-317-2512 for additional        
instruction cards.                                                              

Union Pacific Corporation Thrift Plan (UPTP)                                    
Union Pacific Resources Group Inc. Employees' Thrift Plan (RSTP)                
Union Pacific Agreement Employee 401(k) Retirement Thrift Plan (UPAT)           
Union Pacific Fruit Express Company Agreement Employee 401(k)                   
Retirement Thrift Plan (UPFE)                                               
Union Pacific Motor Freight Company Employee 401(k) Retirement Thrift           
Plan (UPMF)                                                                 
Skyway Retirement Savings Plan (SRSP)                                           
Union Pacific Corporation Thrift Plan PAYSOP (UPSP)                             
Union Pacific Resources Group Inc. Employees' Thrift Plan PAYSOP (RPSP)         
Union Pacific Corporation Employee Stock Ownership Plan (TRASOP) (USOP)         
Missouri Pacific Corporation Employee Stock Ownership Plan (MSOP)               

If you submitted or submit the blue voting instruction card previously furnished
to you by the Plan Trustee which does not include proposal 5 on the card,       
discretionary authority will be exercised to vote AGAINST proposal 5.  If you   
wish to specify the manner in which shares allocated to your account(s) are to  
be voted on proposal 5, you should mark, sign, date and submit this revised     
voting instruction card.                                                        

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UNION PACIFIC CORPORATION 
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY.  ___  
[                                                                              ]
The Board recommends a vote FOR the election of Directors.                      

1. Election of Directors--                                               FOR ALL
   Nominees:  R.B. Cheney, E.V. Conway, Drew Lewis,        FOR  WITHHELD  Except
  L.W. Matthews, III, J.L. Messman, T.A. Reynolds, Jr.    ___     ___      ___

______________________________________________________                    
(Except nominee(s) written above.)                                        

To distribute your votes on a cumulative basis, write below the name(s) of
  the nominee(s) you wish to vote for and the number of votes you wish to cast
for each.                                                                 

The Board recommends a vote FOR proposals 2, 3 and 4.                           

2. Approval of amending the Revised Articles             FOR   AGAINST   ABSTAIN
 of Incorporation to eliminate cumulative voting.      ___     ___       ___

3. Approval of amending the Revised Articles             FOR   AGAINST   ABSTAIN
 of Incorporation to declassify the Board.             ___     ___       ___

4. Ratify appointment of Deloitte & Touche as            FOR   AGAINST   ABSTAIN
 independent auditors.                                 ___     ___       ___

The Board recommends a vote AGAINST proposal 5.                                 

5. Shareholder resolution urging the Board to            FOR   AGAINST   ABSTAIN
 provide for an independent Chairman.                  ___     ___       ___

The undersigned acknowledges receipt of the Notice of Annual Meeting of         
Shareholders and of the Proxy Statement.                                        

Dated:___________________, 1996                                                 

Signature __________________________________________                            

Please sign exactly as your name appears.                                       

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘DEFR14A’ Filing		Date		First		Last			Other Filings
		4/19/96		4		6			DEF 14A,  PRE 14A
Filed on:		4/4/96		2
		2/9/96		6					10-K/A,  10-Q/A
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