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Companies Report Receiving Letter Seeking Negotiations

May 28, 1987

OKLAHOMA CITY (AP) _ Officials of two Oklahoma City-based companies said Wednesday they had received letters from Union Pacific Corp. offering to acquire all outstanding common stock shares of USPCI Inc. for $43 a share in cash.

USPCI Inc. is in the hazardous waste management business with offices throughout the United States and Canada.

Larry Shelton, USPCI’s chief financial officer, said USPCI and the Beard Co., which owns 30.4 percent of the outstanding common stock in USPCI, would evaluate the offer. He said the boards of the two companies had not had a chance to meet to discuss the proposal.

Union Pacific, based in New York, said in the letter it already owned 400,000 shares of stock, USPCI said in a statement issued jointly by Gerald J. Gagner, president of USPCI Inc., and Herb Mee Jr., president of the Beard Co.

Union Pacific had no comment on the release by USPCI and the Beard Co., said Harvey Turner, a spokesman for Union Pacific in New York.

USPCI was formerly a subsidiary of the Beard Co., Shelton said.

Shelton said USPCI’s main business is in the treatment, disposal, transportation and analysis of hazardous waste. The company has worked on some Superfund projects in the past.

U.S. Pollution Control Inc. is its main subsidiary. It also owns PPM Inc. in Atlanta, Ga., and Hydrocarbon Recyclers based in Tulsa.

Shelton said there are roughly 8.4 million outstanding shares of common stock.

While the offer was not a complete surprise, Shelton said USPCI did not know Union Pacific owned 400,000 shares of stock. The company is not required to report its acquisitions unless it owns 5 percent of the outstanding shares.

Shelton said he expected a decision by the board in the near future.

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