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Pursuant to Rule 424(b)(2)
Registration No. 33-49714
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PROSPECTUS SUPPLEMENT
(To Prospectus dated November 18, 1992)
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$150,000,000
[LOGO] UNION PACIFIC
CORPORATION
6 1/8% Notes Due 2004
Interest payable July 15 and January 15 Due January 15, 2004
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The Notes may not be redeemed prior to January 15, 2001. On or after such date,
the Notes may be redeemed at any time at the option of the Company, in whole or
in part, at 100% of the principal amount plus accrued interest, if any. The
Notes will be represented by one or more Global Securities (as defined
herein) registered in the name of the nominee of The Depository Trust
Company ("DTC"). Except as provided herein and in the accompanying
Prospectus, Notes in definitive form will not be issued. Settlement
for the Notes will be made in immediately available funds. The
Notes will trade in DTC's Same-Day Funds Settlement System until
maturity, and secondary market trading activity for the Notes
will therefore settle in immediately available funds. All
payments of principal and interest to DTC will be made by
the Company in immediately available funds. See
"Description of the Notes" herein.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COM-
MISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY REPRE-
SENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
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Price to Underwriting Proceeds to
Public (1) Discount Company (1)(2)
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<S> <C> <C> <C>
Per Note 99.27% .65% 98.62%
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Total $148,905,000 $975,000 $147,930,000
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</TABLE>
(1) Plus accrued interest, if any, from January 25, 1994.
(2) Before deducting expenses payable by the Company estimated at $100,000.
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The Notes are offered by the several Underwriters when, as and if issued by
the Company, delivered to and accepted by the Underwriters and subject to their
right to reject orders in whole or in part. It is expected that delivery of the
Notes in book-entry form only will be made through the facilities of The
Depository Trust Company on or about January 25, 1994 against payment in
immediately available funds.
CS First Boston
Goldman, Sachs & Co.
J.P. Morgan Securities Inc.
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The date of this Prospectus Supplement is January 18, 1994.
<PAGE> 2
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SECURITIES
OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED IN THE OVER-THE-COUNTER MARKET OR
OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
USE OF PROCEEDS
The net proceeds from the sale of the Notes offered hereby will be used by
Union Pacific Corporation (the "Company") for general corporate purposes,
including the repayment of commercial paper.
CAPITALIZATION
The following table sets forth the consolidated capitalization of the
Company as of September 30, 1993 and as adjusted to give effect to the issuance
of the Notes offered hereby and assuming the proceeds are used to repay
commercial paper.
<TABLE>
<CAPTION>
SEPTEMBER 30, 1993
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ACTUAL AS ADJUSTED
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(UNAUDITED)
(DOLLARS IN MILLIONS)
<S> <C> <C>
Debt Due Within One Year................................................ $ 111 $ 111
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Long-Term Debt:
Notes offered hereby............................................... -- 150
Commercial paper................................................... 443 293
Notes and debentures............................................... 2,504 2,504
Equipment obligations.............................................. 679 679
Mortgage bonds..................................................... 179 179
Tax-exempt financings.............................................. 206 206
Capitalized leases................................................. 147 147
Unamortized discount............................................... (180) (180)
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Total Long-Term Debt.......................................... 3,978 3,978
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Deferred Income Taxes................................................... 2,532 2,532
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Common Stockholders' Equity:
Common stock....................................................... 576 576
Paid-in surplus.................................................... 1,357 1,357
Retained earnings.................................................. 4,376 4,376
Treasury stock..................................................... (1,577) (1,577)
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Total Common Stockholders' Equity............................. 4,732 4,732
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Total Capitalization.................................................... $11,353 $11,353
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</TABLE>
As of the date of this Prospectus Supplement, the Company had credit
facilities with various United States and foreign banks totaling approximately
$1.4 billion which were available to support commercial paper borrowings and for
other purposes. As of such date, there was approximately $991 million of
commercial paper outstanding.
S-2
<PAGE> 3
DESCRIPTION OF THE NOTES
GENERAL
The Notes offered hereby will be limited to $150,000,000 aggregate
principal amount, will mature on January 15, 2004, and will bear interest at the
rate per annum stated on the cover page of this Prospectus Supplement. Interest
on each Note will be payable semiannually on July 15 and January 15 of each
year, commencing July 15, 1994, to the person in whose name the Note is
registered, subject to certain exceptions as provided in the Indenture, at the
close of business on the July 1 or January 1, as the case may be, immediately
preceding such July 15 or January 15.
OPTIONAL REDEMPTION
The Notes may not be redeemed prior to January 15, 2001. On or after such
date, the Notes may be redeemed at the option of the Company, at any time as a
whole, or from time to time in part, upon not less than 30 nor more than 60
days' notice, at a redemption price equal to 100% of the principal amount
thereof, plus accrued and unpaid interest (if any) to the date of redemption,
but interest installments whose stated maturity is on or prior to such
redemption date will be payable to the holders of record on the relevant record
date.
DEFEASANCE
Under certain circumstances, the Company will be deemed to have discharged
the entire indebtedness on all outstanding Notes by defeasance. See "Description
of Debt Securities -- Defeasance of the Indenture and Debt Securities" in the
accompanying Prospectus for a description of the terms of any such defeasance
and the tax consequences thereof.
BOOK-ENTRY SYSTEM
The Notes initially will be represented by a single global security (the
"Global Security") deposited with The Depository Trust Company ("DTC") and
registered in the name of a nominee of DTC, except as set forth below. The
settlement of transactions with respect to the Global Security will be
facilitated through electronic computerized book-entry changes in participants'
accounts, thereby eliminating the physical movement of Note certificates. The
Notes will be available for purchase in denominations of $1,000 and integral
multiples thereof in book-entry form only. Unless and until certificated Notes
are issued under the limited circumstances described below, no beneficial owner
of a Note shall be entitled to receive a definitive certificate representing a
Note. So long as DTC or any successor depositary (the "Depositary") or its
nominee is the registered owner of the Global Security, the Depositary or such
nominee, as the case may be, will be considered to be the sole owner or holder
of the Notes for all purposes of the Indenture. Unless and until it is exchanged
in whole or in part for the Notes represented thereby, the Global Security may
not be transferred except as a whole by the Depositary to a nominee of the
Depositary or by a nominee of such Depositary to such Depositary or another
nominee of such Depositary or by the Depositary or any nominee to a successor
depositary or any nominee of such successor.
So long as the Notes are represented by the Global Security, all payments
of principal and interest will be made to the Depositary or its nominee (or a
successor), as the case may be, as the sole registered owner of the Global
Security representing the Notes.
The Company expects that the Depositary or its nominee, upon receipt of any
payment of principal or interest in respect of the Global Security representing
the Notes, will credit participants' accounts with payments in amounts
proportionate to their respective beneficial interests in the principal amount
of the Global Security as shown on the records of the Depositary or such
nominee.
If DTC is at any time unwilling, unable or ineligible to continue as
depositary and a successor depositary is not appointed by the Company within 90
days, the Company will issue certificated Notes in definitive form in exchange
for the Global Security. In addition, the Company may at any time determine not
to have the Notes represented by the Global Security, and, in such event, will
issue certificated Notes in definitive form in exchange for the Global Security.
In either instance, an owner of a beneficial interest in the Global Security
will be entitled to physical delivery of certificated Notes in definitive form
equal in principal amount to such
S-3
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beneficial interest in the Global Security and to have such certificated Notes
registered in its name. Certificated Notes so issued in definitive form will be
issued in denominations of $1,000 and integral multiples thereof and will be
issued in registered form only, without coupons.
See "Description of Debt Securities" in the accompanying Prospectus for
additional information concerning the Notes, the Indenture and the book-entry
system.
SAME DAY SETTLEMENT AND PAYMENT
Settlement for the Notes will be made by the Underwriters in immediately
available funds. All payments of principal and interest to the Depositary will
be made by the Company in immediately available funds.
Secondary trading in notes and debentures of corporate issuers is generally
settled in clearinghouse or next-day funds. In contrast, the Notes will trade in
the DTC's Same-Day Funds Settlement System until maturity, and secondary market
trading activity in the Notes will therefore settle in immediately available
funds. No assurance can be given as to the effect, if any, of settlements in
immediately available funds on trading activity in the Notes.
UNDERWRITING
The Underwriters named below have severally agreed to purchase from the
Company the following respective principal amounts of the Notes:
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT OF
UNDERWRITERS NOTES
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<S> <C>
CS First Boston Corporation.................................................... $ 42,000,000
Goldman, Sachs & Co. .......................................................... 42,000,000
J.P. Morgan Securities Inc. ................................................... 42,000,000
Citicorp Securities, Inc. ..................................................... 3,000,000
Kidder, Peabody & Co. Incorporated............................................. 3,000,000
Lehman Brothers Inc. .......................................................... 3,000,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated............................. 3,000,000
Morgan Stanley & Co. Incorporated.............................................. 3,000,000
Salomon Brothers Inc .......................................................... 3,000,000
UBS Securities Inc. ........................................................... 3,000,000
Utendahl Capital Partners, L.P. ............................................... 3,000,000
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Total................................................................ $150,000,000
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</TABLE>
The Underwriting Agreement provides that the obligations of the
Underwriters are subject to certain conditions precedent and that the
Underwriters will be obligated to purchase all the Notes if any are purchased.
The Company has been advised by the Underwriters that they propose to offer
the Notes to the public initially at the offering price set forth on the cover
page of this Prospectus Supplement and to certain dealers at such price less a
concession of .40% of the principal amount of the Notes; that the Underwriters
and such dealers may allow a discount of .25% of the principal amount of the
Notes on sales to other dealers; and that the public offering price and
concession and discount to dealers may be changed.
The Company has agreed to indemnify the several Underwriters against
certain liabilities, including civil liabilities under the Securities Act of
1933, as amended, or to contribute to payments the Underwriters may be required
to make in respect thereof.
Certain of the Underwriters or their affiliates engage in transactions with
and perform services, including commercial banking services, for the Company and
certain of its affiliates in the ordinary course of business. Drew Lewis, who is
Chairman, President and Chief Executive Officer of the Company, serves as a
director of American Express Company, which is the parent of Lehman Brothers
Inc. Another member of the board of directors of the Company, Richard D.
Simmons, is a director of J.P. Morgan & Co. Incorporated, which is the parent of
J.P. Morgan Securities Inc.
S-4
<PAGE> 5
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NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS
SUPPLEMENT OR PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR ANY UNDERWRITER. THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS DO NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE
SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT
AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF OR THAT THERE HAS BEEN NO CHANGE IN
THE AFFAIRS OF THE COMPANY SINCE SUCH DATE.
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TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
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<S> <C>
Use of Proceeds........................ S-2
Capitalization......................... S-2
Description of the Notes............... S-3
Underwriting........................... S-4
PROSPECTUS
Available Information.................. 2
Incorporation of Certain Documents by
Reference............................ 2
The Company............................ 3
Use of Proceeds........................ 3
Description of Debt Securities......... 4
Description of Warrants................ 10
Plan of Distribution................... 11
Legal Opinions......................... 12
Experts................................ 12
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</TABLE>
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[LOGO] UNION PACIFIC
CORPORATION
$150,000,000
6 1/8% Notes Due 2004
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PROSPECTUS SUPPLEMENT
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CS First Boston
Goldman, Sachs & Co.
J.P. Morgan Securities Inc.
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