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5/12/2004



Rail News: Rail Industry Trends

UP officials say nay to TRC Capital's stock purchase offer



Yesterday, Union Pacific Corp. announced it received an unsolicited "mini-tender" offer from TRC Capital Corp. to purchase up to 2 million shares — or less than 1 percent — of outstanding common stock at $56.80 per share.

Targeting less than 5 percent of a company's outstanding stock, mini-tender offers don't involve many U.S. Securities and Exchange Commission filing, disclosure and procedural requirements.

TRC's offer price is 2.8 percent less than the May 5 closing price of $58.45 per share and 0.2 percent less than yesterday's closing price of $56.92 per share, according to a UP statement.

"Union Pacific does not in any way recommend or endorse this offer," railroad officials said.

TRC's offer is subject to several conditions, including one requiring that there be no decline in UP's stock price.


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