UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 1, 1998 Union Pacific Corporation (Exact Name of Registrant as Specified in its Charter) Utah 1-6075 13-2626465 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation) File Number) Identification No.) 1717 Main Street, Suite 5900, Dallas, Texas 75201 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (214) 743-5600 N/A Former Name or Former Address, if Changed Since Last Report 1 Item 5. Other Events. Attached as an Exhibit is the Press Release issued by Union Pacific Corporation (the "Company") on April 1, 1998, which is incorporated herein by reference. Item 7. Financial Statements and Exhibits. (c) Exhibits. 99 Press Release dated April 1, 1998 regarding the Company's completion of the private placement of $1.5 billion of 6-1/4% preferred securities of a statutory business trust sponsored by the Corporation, which securities are convertible into common stock of the Company at a conversion price of $68.90, to provide the Company financial flexibility in funding its capital improvement programs and restoring quality service to its customers.
2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, Union Pacific Corporation has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: April 1, 1998 UNION PACIFIC CORPORATION By: /s/ Carl W. von Bernuth ----------------------- Carl W. von Bernuth Senior Vice President, General Counsel and Secretary
EXHIBIT INDEX Exhibit Description 99 Press Release dated April 1, 1998 regarding the Company's completion of the private placement of $1.5 billion of 6-1/4% preferred securities of a statutory business trust sponsored by the Corporation, which securities are convertible into common stock of the Company at a conversion price of $68.90, to provide the Company financial flexibility in funding its capital improvement programs and restoring quality service to its customers.
EXHIBIT 99
UNION PACIFIC ANNOUNCES COMPLETION OF
CONVERTIBLE PREFERRED SECURITIES PLACEMENT
Dallas, TX, April 1 -- Union Pacific Corporation (NYSE: UNP) announced
today that it has completed the private placement of $1.5 billion
of 6-1/4% preferred securities of a statutory business trust sponsored by the
Corporation. The securities will be convertible into Union Pacific
Corporation common stock at a conversion price of $68.90. The sale will
provide financial flexibility in funding Union Pacific's capital
improvement programs and restoring quality service to its customers.
The convertible preferred securities are not registered under the
Securities Act of 1933, as amended, and may not be offered or sold in the
United States absent registration with the Securities and Exchange
Commission or the availability of an applicable exemption from such
registration requirements.
The Corporation operates in the areas of rail transportation (Union
Pacific Railroad) and trucking (Overnite Transportation Company).