SEC Comment Letter for UNION PACIFIC CORP (UNP) (CIK 0000100885) (UNP) — Nov 15, 2013
UNION PACIFIC CORP (UNP) (CIK 0000100885)
Date: Nov. 15, 2013 · CIK: 0000100885 · Accession: 0000000000-13-062921
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-191883
Letter
November 15, 2013 Via E -mail John J. Koraleski President and Chief Executive Officer Union Pacific Corporation 1400 Douglas Street Omaha, NE 68179
Re: Union Pacific Corporation Registration Statement on Form S-4 Filed October 24 , 2013 File No. 333-191883
Dear Mr. Koraleski :
We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the requested information . Where you do not believe our comments apply to your facts and circums tances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments.
Genera l
1. We note that you are registering the exchange offers in reliance on our position enunciated in Exxon Capital Holdings Corp., SEC No -Action Letter (April 13, 1988). See also Morgan Stanley & Co. Inc., SEC No -Action Letter (June 5, 1991) and Shearman & Sterling, SEC No -Action Letter (July 2, 1993). Accordingly, with the next amendment, please provide us with a supplemental letter stating that you are registering the exchange offers in reliance on our position contained in these letters and include the representations contained in the Morgan Stanley and Shearman & Sterling no -action letters.
John J. Koraleski Union Pacific Corporation November 15 , 2013 Page 2
Exhibit 5.1
2. Please have counsel revise the final paragraph of the opinion to clearly consent to the opinion being filed as an exhibit to the registration statem ent.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 193 3 and all applicable Securities Act rules require. Since the compan y and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of the effect ive date of the pending registration statement please provide a written statement from the company acknowledging that:
should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any act ion with respect to the filing;
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of th e disclosure in the filing; and
the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United State s.
Please refer to Rules 460 and 461 regarding requests for acceleration . We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.
John J. Koraleski Union Pacific Corporation November 15 , 2013 Page 3
Please contact Donald E. Field at (202) 551 -3680 or me at (202) 551 -3469 with any questions.
Sincerely,
/s/ Justin Dobbie
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November 15, 2013 Via E -mail John J. Koraleski President and Chief Executive Officer Union Pacific Corporation 1400 Douglas Street Omaha, NE 68179 Re: Union Pacific Corporation Registration Statement on Form S-4 Filed October 24 , 2013 File No. 333-191883 Dear Mr. Koraleski : We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information . Where you do not believe our comments apply to your facts and circums tances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Genera l 1. We note that you are registering the exchange offers in reliance on our position enunciated in Exxon Capital Holdings Corp., SEC No -Action Letter (April 13, 1988). See also Morgan Stanley & Co. Inc., SEC No -Action Letter (June 5, 1991) and Shearman & Sterling, SEC No -Action Letter (July 2, 1993). Accordingly, with the next amendment, please provide us with a supplemental letter stating that you are registering the exchange offers in reliance on our position contained in these letters and include the representations contained in the Morgan Stanley and Shearman & Sterling no -action letters. John J. Koraleski Union Pacific Corporation November 15 , 2013 Page 2 Exhibit 5.1 2. Please have counsel revise the final paragraph of the opinion to clearly consent to the opinion being filed as an exhibit to the registration statem ent. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 193 3 and all applicable Securities Act rules require. Since the compan y and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. Notwithstanding our comments, in the event you request acceleration of the effect ive date of the pending registration statement please provide a written statement from the company acknowledging that: should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any act ion with respect to the filing; the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of th e disclosure in the filing; and the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United State s. Please refer to Rules 460 and 461 regarding requests for acceleration . We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. John J. Koraleski Union Pacific Corporation November 15 , 2013 Page 3 Please contact Donald E. Field at (202) 551 -3680 or me at (202) 551 -3469 with any questions. Sincerely, /s/ Justin Dobbie Justin Dobbie Legal Branch Chief cc: Via E-mail Jonathan A. Koff, Esq. Chapman and Cutler LLP