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): June 5, 2003 Union Pacific Corporation - -------------------------------------------------------------------------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Utah 1-6075 13-2626465 - -------------------------------------------------------------------------------- (STATE OR OTHER (COMMISSION (I.R.S. EMPLOYER JURISDICTION OF FILE NUMBER) IDENTIFICATION NO.) INCORPORATION) 1416 Dodge Street, Omaha, Nebraska 68179 -------------------------------------------------------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (402) 271-5777 N/A - -------------------------------------------------------------------------------- (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
Item 5. Other Events. On June 2, 2003, Union Pacific Corporation (the "Company") agreed to make a public offering of $300,000,000 aggregate principal amount of its 3.625% Notes due 2010 (the "Notes") and $200,000,000 aggregate principal amount of its 5.375% Debentures due 2033 (the "Debentures"), pursuant to an Underwriting Agreement with Citigroup Global Markets Inc., Credit Suisse First Boston LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "Underwriting Agreement"), as representatives of BNP Paribas Securities Corp., J.P. Morgan Securities Inc., Morgan Stanley & Co. Incorporated, Banc of America Securities LLC, Banc One Capital Markets, Inc. and Barclays Capital Inc., the additional underwriters of the offering. The sale of the Notes and the Debentures has been registered under the Securities Act of 1933, as amended (the "Act"), by a Registration Statement on Form S-3 (Registration No. 333-88666) filed with the Securities and Exchange Commission (the "SEC") by the Company, which was declared effective by the SEC on July 19, 2002 (the "Registration Statement"). The form of the Underwriting Agreement was filed as an exhibit to the Registration Statement, and the Prospectus regarding the offering was filed with the SEC under Rule 424(b)(5) of the Act. A Prospectus Supplement pertaining to the offering was filed with the SEC on June 4, 2003. Attached to this report as Exhibit 5 is an opinion regarding the issuance of the Notes and the Debentures on June 5, 2003, which is being delivered in connection with the offering. The opinion is delivered by James J. Theisen, Jr., Senior Corporate Counsel of the Company, and supplements the opinion delivered in connection with the filing of, and included as an exhibit to, the Registration Statement. Item 7. Financial Statements and Exhibits. (c) Exhibits. 5 Opinion and consent of James J. Theisen, Jr., Esquire, counsel to the Company.
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: June 5, 2003 UNION PACIFIC CORPORATION By: /s/ Carl W. von Bernuth ----------------------------------- Carl W. von Bernuth Senior Vice President, General Counsel and Secretary
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EXHIBIT 5 June 5, 2003 Union Pacific Corporation 1416 Dodge Street Omaha, NE 68179 Re: Union Pacific Corporation $300,000,000 3.625% Notes due 2010 and $200,000,000 5.375% Debentures due 2033 Ladies and Gentlemen: I am Senior Corporate Counsel of Union Pacific Corporation, a Utah corporation (the "Company"), and have advised the Company in connection with (i) the Registration Statement on Form S-3 (Registration No. 333-88666), as amended (the "Registration Statement") and (ii) the offering of $300,000,000 aggregate principal amount of the Company's 3.625% Notes due 2010 (the "Notes") and $200,000,000 aggregate principal amount of the Company's 5.375% Debentures due 2033 (the "Debentures") under the Registration Statement, as described in the Prospectus, dated July 19, 2002 and included as part of the Registration Statement (the "Prospectus"), and the Prospectus Supplement, dated June 2, 2003 (the "Prospectus Supplement"). The Notes and the Debentures are being issued pursuant to the Indenture, dated as of April 1, 1999 (the "Indenture"), between the Company and JPMorgan Chase Bank, formerly The Chase Manhattan Bank, as Trustee (the "Trustee"). I am rendering this opinion in connection with the referenced offering of the Notes. I, or attorneys under my supervision, have examined the Indenture and such other documents and made such other investigations as I have deemed necessary or advisable for purposes of rendering this opinion. Except with respect to the Company, I have assumed the genuineness of all signatures and the legal capacity and authority of all individuals in connection with my review of such documents. Based on the foregoing and assuming that (i) the Global Securities (as defined in the Prospectus Supplement) are duly authenticated by the Trustee in accordance with the Indenture and (ii) the Notes and Debentures are offered and sold in the manner described in the Prospectus Supplement and the Prospectus, I am of the opinion that the Notes and the Debentures each constitute binding obligations of the Company enforceable in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors' rights generally and subject to general principles of equity.
I hereby consent to the filing of this opinion as an exhibit to a Current Report on Form 8-K of the Company and to any references to me contained therein. Very truly yours, /S/ JAMES J. THEISEN, JR.