SEC Company Response from UNION PACIFIC CORP (UNP) (CIK 0000100885) (UNP) — Nov 9, 2010
UNION PACIFIC CORP (UNP) (CIK 0000100885)
Date: Nov. 9, 2010 · CIK: 0000100885 · Accession: 0001193125-10-254097
AI Filing Summary & Sentiment
File numbers found in text: 333-170216
Referenced dates: November 8, 2010
Letter
VIA EDGAR Division of Corporation Finance Securities and Exchange Commission Re: Union Pacific Corporation (the “Company”) Registration Statement on Form S-4 Filed October 29, 2010 Commission File No. 333-170216
Dear Mr. Dobbie and Ms. Bednarowski:
On behalf of the Company, in connection with the Registration Statement on Form S-4 filed October 29, 2010, please find enclosed the Company’s response to the comments of the Staff by correspondence dated November 8, 2010. The comments of the Staff are repeated in italics below, followed by the Company’s response.
Supplemental Letter
1. We note that you are registering 5.78% Notes due 2040 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 offer in reliance on our position contained in these letters and include the representations contained in the Morgan Stanley and Shearman & Sterling no-action letters.
Response to Staff Comment
The Company is registering the exchange offer in reliance on the Staff’s positions set forth in Exxon Capital Holdings Corp. (available April 13, 1988), Morgan Stanley & Co. Inc. (available June 5, 1991), and Shearman & Sterling (available July 2, 1993). The Company will,
Mr. Justin Dobbie
Ms. Sonia Bednarowski
November 9, 2010
Page
prior to effectiveness of the registration statement, provide a supplemental letter to the Staff in accordance with the aforementioned Staff no-action letters and Staff comments reproduced in this letter.
We appreciate your assistance in reviewing this letter. Please direct any questions or comments to Walter L. Draney at (312) 845-3273 or Jonathan A. Koff at (312) 845-2978, in each case at Chapman and Cutler LLP.
Very truly yours,
By:
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CORRESP 1 filename1.htm Correspondence November 9, 2010 VIA EDGAR Mr. Justin Dobbie Ms. Sonia Bednarowski Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Union Pacific Corporation (the “Company”) Registration Statement on Form S-4 Filed October 29, 2010 Commission File No. 333-170216 Dear Mr. Dobbie and Ms. Bednarowski: On behalf of the Company, in connection with the Registration Statement on Form S-4 filed October 29, 2010, please find enclosed the Company’s response to the comments of the Staff by correspondence dated November 8, 2010. The comments of the Staff are repeated in italics below, followed by the Company’s response. Supplemental Letter 1. We note that you are registering 5.78% Notes due 2040 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 offer in reliance on our position contained in these letters and include the representations contained in the Morgan Stanley and Shearman & Sterling no-action letters. Response to Staff Comment The Company is registering the exchange offer in reliance on the Staff’s positions set forth in Exxon Capital Holdings Corp. (available April 13, 1988), Morgan Stanley & Co. Inc. (available June 5, 1991), and Shearman & Sterling (available July 2, 1993). The Company will, Mr. Justin Dobbie Ms. Sonia Bednarowski November 9, 2010 Page 2 prior to effectiveness of the registration statement, provide a supplemental letter to the Staff in accordance with the aforementioned Staff no-action letters and Staff comments reproduced in this letter. We appreciate your assistance in reviewing this letter. Please direct any questions or comments to Walter L. Draney at (312) 845-3273 or Jonathan A. Koff at (312) 845-2978, in each case at Chapman and Cutler LLP. Very truly yours, By: /s/ James J. Theisen, Jr. Name: James J. Theisen, Jr. Title: Associate General Counsel and Assistant Secretary WLD:erk cc: Timothy S. Dunning Walter L. Draney Jonathan A. Koff