USPCI <UPC> SEEN REJECTING UNION PACIFIC BID
share bid made last Wednesday by Union Pacific Corp (UNP), 
analysts said.
    "The offer is inadequate," said Douglas Augenthaler, an
analyst with E.F. Hutton, noting that it does not represent the
needed premium over the company's fundamental value based on
earnings estimates.
    USPCI, which has 8.7 mln shares outstanding, was trading at
48-1/8, down 3/8.
    USPCI vice president of finance Larry Shelton said he could
not comment on the adequacy of the offer or on when the board
would meet to consider it.
    Augenthaler said that while USPCI was trading at only 34
dlrs a share at the time of the takeover bid, its announcement
that same day of higher earnings expectations changed its
value. USPCI said its second quarter earnings would exceed
analysts expectations of 24 to 30 cts a share.
    At that price, USPCI could maintain a stock price in the
low 40s, Augenthaler said.
    Hutton revised its 1987 earnings estimate for the waste
management concern to 1.40 dlrs a share from 1.20 dlrs on the
announcment, he said. It lifted its 1988 projection to 1.90
dlrs a share from 1.70 dlrs.
    In addition, analysts said the hazardous waste management
business holds significant growth potential. The industry has
grown from 16 to 35 pct over the last five years, based on
earnings per share, said Jeffrey Klein, an analyst with Kidder
Peabody and Co. The industry is expected to continue growing at
15 to 35 pct over the next five years, he said.
    Augenthaler said the 43-dlr-a-share offer, or 375 mln dlrs
total, would be a bargain for Union Pacific. The transportation
and energy company would both gain entry into a profitable
business and win cost-control benefits, he said.
    "Union Pacific has what are rumored to be some fairly
signficant environmmental problems of its own," he said.
    Herb Mee Jr., president of Beard Oil Co (BEC), which holds
a 30.4 pct stake in USPCI, said last week Union Pacific's offer
was "grossly inadequate."
 Reuter
