<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE
ACT OF 1934
(AMENDMENT NO.)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
Union Pacific Corp.
(Name of Registrant as Specified In Its Charter)
Union Pacific Corp.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
or 14a-6(j)(2).
[_] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
(4) Proposed maximum aggregate value of transaction:
--------
*Set forth the amount on which the filing is calculated and state how
it was determined.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the
date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Notes:
<PAGE>
(LOGO OF UNION PACIFIC CORPORATION APPEARS HERE)
DREW LEWIS
CHAIRMAN March 22, 1994
Dear Stockholder:
"Done!"
Never again in the history of our country has one word said so much as that
simple message transmitted across the telegraph wires on May 10, 1869,
heralding the joining of the Union Pacific and the Central Pacific at
Promontory Summit, Utah, as the nation's first trans-continental railroad. The
hardship, the struggle, the surmounting of weather, terrain and the most
primitive of conditions to build a railroad through the wilderness all seem to
demand that more should have been said. However, nothing in the many volumes
written since has been more poignant and, on reflection, perhaps more
appropriate in expressing the spirit of the occasion than the word sent out
that day.
Promontory, of course, proved to be just the beginning. How far Union Pacific
has come in the 125 years since then, surviving financial crises in the late
1800's, hauling people and products to a developing West, providing strategic
support through two World Wars and weathering strong competition in modern
times to exhibit the strength and stability in evidence today. We are
justifiably proud of the modern Union Pacific, and yet we never lose sight of
the importance of those roots so tentatively planted at Promontory so long
ago.
We will gather at the Golden Spike National Historic Site near Promontory (see
map on reverse) this coming May 10 to observe the 125th anniversary of the
joining of the rails. We will also convene in Salt Lake City on May 11 at the
Little America Hotel, 500 South Main Street, for the Annual Meeting of
Stockholders of Union Pacific Corporation, as detailed in the accompanying
Notice of Annual Meeting and Proxy Statement. It is our hope that many of you
will be there with us to honor our beginnings and to celebrate our present and
future as we relive the spirit of that message of long ago, taking pride in
our accomplishments and looking forward to the challenges that lie ahead.
Sincerely,
(SIGNATURE OF
DREW LEWIS
APPEARS HERE)
<PAGE>
A 6-1/2 inch by 2-3/4 inch map showing the northeastern corner of the
State of Utah, the southwestern corner of the State of Wyoming and the
southeastern corner of the State of Idaho and showing such geographical
points as Salt Lake City, the Great Salt Lake, Ogden, Brigham City,
Corinne and Promontory Summit in the State of Utah; and a 6-1/2 inch by
2-1/4 inch detail map of the Golden Spike National Historic Site near
Promontory Summit, Utah.
DIRECTIONS TO GOLDEN SPIKE NATIONAL HISTORIC SITE
Golden Spike National Historic Site is 32 miles west of Brigham City.
Southbound travelers on I-84 use Exit 26 and drive south on Utah 83 to Lampo
Junction. Turn right and follow signs to Visitor Center (8 miles). Other
interstate travelers use Exit 368 off I-15 and drive west on Utah 13 and 83
through Corinne to Lampo Junction. Turn left and follow signs to Visitor
Center.
For additional information concerning the Golden Spike Ceremony, please
contact the Golden Spike National Historic Site, P.O. Box 897, Brigham City,
Utah 84382; Telephone (801) 471-2209.
<PAGE>
(LOGO OF UNION PACIFIC NOTICE OF ANNUAL MEETING
CORPORATION APPEARS HERE) OF STOCKHOLDERS
Martin Tower
Eighth and Eaton Avenues
Bethlehem, PA 18018
March 22, 1994
To the Stockholders:
You are hereby notified that the 1994 Annual Meeting of Stockholders of Union
Pacific Corporation, a Utah corporation (the Company), will be held at the
Little America Hotel, Salt Lake City, Utah, at 8:30 A.M., Mountain Daylight
Time, on Wednesday, May 11, 1994 for the following purposes:
(1) to elect six directors, each to serve for a term of three years;
(2) to ratify the appointment of Deloitte & Touche as the independent
certified public accountants of the Company; and
to transact such other business as may properly come before the Annual Meeting
or any adjournment thereof; all in accordance with the accompanying Proxy
Statement.
Only stockholders of record at the close of business on March 3, 1994 are
entitled to notice of and to vote at the Annual Meeting.
Stockholders are urged to date, sign and return the enclosed proxy promptly,
whether or not they expect to attend the meeting in person.
J. L. SWANTAK
Vice President and Secretary
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, STOCKHOLDERS
ARE URGED TO DATE, SIGN AND RETURN THE ACCOMPANYING FORM OF PROXY IN THE
ENCLOSED ENVELOPE WHETHER OR NOT THEY EXPECT TO ATTEND THE ANNUAL MEETING IN
PERSON. YOUR PROXY MAY BE REVOKED AT ANY TIME BEFORE IT IS VOTED.
(The enclosed return envelope requires no postage if mailed in the United
States.)
LOGO
<PAGE>
UNION PACIFIC CORPORATION
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 11, 1994
March 22, 1994
This Proxy Statement is being furnished to stockholders of Union Pacific
Corporation, a Utah corporation (the Company), in connection with the
solicitation of proxies by the Board of Directors of the Company for use at the
Annual Meeting of Stockholders (Annual Meeting) to be held on May 11, 1994 for
the purpose of considering and voting upon the matters set forth in the
accompanying notice of the Annual Meeting. The first date on which this Proxy
Statement and the accompanying form of proxy are being sent to stockholders of
the Company is March 22, 1994.
The close of business on March 3, 1994, has been fixed as the record date for
the determination of stockholders entitled to notice of and to vote at the
Annual Meeting. As of the record date there were 205,086,336 shares of Common
Stock (Common Stock) of the Company outstanding, exclusive of shares held in
the treasury of the Company which may not be voted. On the record date no
person owned of record or was known to the Company to own beneficially more
than 5% of the outstanding shares of Common Stock.
Except in the election of directors, holders of shares of Common Stock are
entitled to one vote for each share registered in their respective names. In
the election of directors, stockholders may vote cumulatively and, at the
Annual Meeting, are entitled to six votes for each share of Common Stock
registered in their respective names, i.e., as many votes per share as there
are directors to be elected. A stockholder may allocate votes to or among one
or more nominees for director in any manner desired. Unless the stockholder
specifies otherwise, the persons named in the enclosed proxy will allocate
their votes in their discretion among the Board of Directors' nominees for
director for whom they are authorized to vote. On all matters considered at the
Annual Meeting, abstentions and broker non-votes will be treated as neither a
vote "for" nor "against" the matter, although they will be counted in
determining if a quorum is present.
All shares represented by properly executed proxies will, unless such proxies
have previously been revoked, be voted at the Annual Meeting in accordance with
the directions on the proxies. If no direction is indicated, the shares will be
voted as recommended by the Board of Directors. The Company has no knowledge of
any other matters to be brought before the Annual Meeting. However, if any
other matters are properly presented to the Annual Meeting for action, it is
intended that the persons named in the enclosed proxy and
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<PAGE>
acting thereunder will vote in accordance with their best judgment on such
matters. A stockholder executing and returning a proxy has the power to revoke
it at any time before it is voted by providing written notice of such
revocation to the Secretary of the Company, by submitting a validly executed
later-dated proxy or by attending the meeting and voting in person. The mere
presence of a stockholder at the Annual Meeting, however, will not constitute a
revocation of a previously submitted proxy.
The Company will bear the costs of its solicitation of proxies. In addition
to the use of the mails, proxies may be solicited by personal interview,
telephone, telegram and telefax by the directors, officers and employees of the
Company. Arrangements will also be made with brokerage houses and other
custodians, nominees and fiduciaries for the forwarding of solicitation
material to the beneficial owners of Common Stock held of record by such
persons, and the Company may reimburse such custodians, nominees and
fiduciaries for reasonable out-of-pocket expenses incurred by them in
connection with such solicitation. In addition, D. F. King & Co., Inc., 77
Water Street, New York, N.Y. 10005 has been engaged to solicit proxies for the
Company. The anticipated fees of D. F. King & Co., Inc. are $14,500 plus
certain expenses.
STOCKHOLDER PROPOSALS
Stockholders desiring to submit a proposal for consideration for inclusion in
the Company's proxy statement and form of proxy relating to the 1995 Annual
Meeting of Stockholders must advise the Secretary of the Company of such
proposal and provide any statement in support thereof in writing by November
22, 1994.
ELECTION OF SIX DIRECTORS
Unless authority to do so is withheld, the management intends to vote the
enclosed proxy at the Annual Meeting for the election of the six nominees for
director named herein, all of whom are presently directors of the Company. It
is intended to elect the nominees for director to hold office for the term
shown below or until their successors are elected. If any nominee for director
for any reason should become unavailable for election, it is intended that
discretionary authority will be exercised by the persons named in the enclosed
proxy in respect of the election of such other person as the Board of Directors
shall nominate. The Board of Directors is not aware of any circumstances likely
to cause any nominee for director to become unavailable for election. The six
nominees for director receiving the highest number of votes cast at the Annual
Meeting will be elected.
As of March 3, 1994 all directors and executive officers as a group
beneficially owned 1,518,180 shares of Common Stock, representing 0.74% of the
outstanding Common
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Stock, of which 841,900 are shares with respect to which such persons have the
right to acquire beneficial ownership within 60 days pursuant to stock options.
No director or nominee for director beneficially owned more than 0.15% of the
outstanding Common Stock, or any of the Company's 4 3/4% convertible
debentures.
The following tables set forth certain information on the nominees for
director and the directors continuing in office, including Common Stock
beneficially owned as of March 3, 1994.
Nominees for Term Expiring in 1997
<TABLE>
<CAPTION>
NAME AND PRINCIPAL OCCUPATION DIRECTOR COMMON
OR EMPLOYMENT SINCE STOCK
----------------------------- -------- ------
<S> <C> <C>
Spencer F. Eccles, /2/,/3/ 1976 9,200 shares(a)
Chairman and Chief Executive Officer, First
Security Corporation, bank holding company,
(PHOTO) Salt Lake City, Utah. Director, Anderson
Lumber Co., First Security Bank of Utah,
Zion's Cooperative Mercantile Institution.
Age 59.
William H. Gray, III, /3/,/4/ 1991 1,400 shares
President, United Negro College Fund, edu-
cational assistance, New York, N.Y. Direc-
(PHOTO) tor, Chase Manhattan Corp., Lotus Develop-
ment Corp., MBIA Inc., Prudential Insurance
Company of America, Rockwell International
Corporation, Scott Paper Company, Warner
Lambert Company, Westinghouse Electric Cor-
poration. Age 52.
Judith Richards Hope, /1/,/2/,/4/ 1988 4,000 shares
Senior Partner, Paul, Hastings, Janofsky &
Walker, law firm, Los Angeles, California
(PHOTO) and Washington, D.C. Director, The Budd
Company, General Mills, Inc., International
Business Machines Corp., Russ Reynolds &
Associates, Zurich Reinsurance Center Hold-
ings, Inc. Member, The Harvard Corporation
(The President and Fellows of Harvard Col-
lege). Age 53.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
NAME AND PRINCIPAL OCCUPATION DIRECTOR COMMON
OR EMPLOYMENT SINCE STOCK
----------------------------- -------- ------
<S> <C> <C>
John R. Meyer, /1/,/2/,/3/ 1978 8,358 shares
Professor, Harvard University, Cambridge, Mas-
sachusetts. Director, Brattle Group Inc., The
(PHOTO) Dun & Bradstreet Corporation, Rand McNally
Co., Inc. Trustee, Mutual Life Insurance Com-
pany of New York. Age 66.
Robert W. Roth, /1/,/2/ 1972 7,200 shares
Retired President and Chief Executive Officer,
Jantzen, Inc., sportswear manufacturer, Port-
(PHOTO) land, Oregon. Director, Portland General Elec-
tric Company. Age 70.
Richard D. Simmons, /1/,/4/ 1982 3,623 shares
President, International Herald Tribune, commu-
nications, Washington, D.C. Director, Interna-
(PHOTO) tional Herald Tribune, J. P. Morgan & Co., In-
corporated, Morgan Guaranty Trust Company of
New York, The Washington Post Company. Age 59.
</TABLE>
- ---------
1. Member of the Executive Committee.
2. Member of the Audit Committee.
3. Member of the Finance and Corporate Development Committee.
4. Member of the Compensation, Benefits and Nominating Committee.
(a) In addition, 42,680 shares of Common Stock are held by trusts of which Mr.
Eccles is sole trustee or under powers of attorney granted to Mr. Eccles.
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<PAGE>
DIRECTORS CONTINUING IN OFFICE
The following directors are continuing in office for the respective periods
indicated or until their successors are elected. Each of these directors has
been elected to hold such office by the stockholders of the Company.
Term Expiring in 1995
<TABLE>
<CAPTION>
NAME AND PRINCIPAL OCCUPATION DIRECTOR COMMON
OR EMPLOYMENT SINCE STOCK
----------------------------- -------- ------
<S> <C> <C>
Robert P. Bauman, /3/,/4/ 1987 3,200 shares
Chief Executive, SmithKline Beecham p.l.c.,
pharmaceuticals and consumer products, Par-
(PHOTO) sippany, New Jersey. Director, Capital
Cities/ABC, Inc., CIGNA Corporation,
Reuters Holdings p.l.c., SmithKline Beecham
p.l.c. Age 62.
Elbridge T. Gerry, Jr., /1/,/2/,/3/ 1986 4,087 shares(a)
Partner, Brown Brothers Harriman & Co.,
(PHOTO) bankers, New York, N.Y. Director, Royal
Group, Inc. Age 60.
Lawrence M. Jones, /2/,/3/ 1988 7,860 shares
Retired Chairman and Chief Executive Offi-
cer, Coleman Company, Inc., manufacturer of
(PHOTO) home and recreational products, Wichita,
Kansas. Director, Coleman Company, Inc.,
Fleming Companies, Inc., Fourth Financial
Corp. Age 62.
Richard J. Mahoney, /3/,/4/ 1991 1,624 shares
Chairman and Chief Executive Officer,
Monsanto Company, agricultural, chemical,
(PHOTO) pharmaceutical and food products, manmade
fibers and plastics, St. Louis, Missouri.
Director, Metropolitan Life Insurance Com-
pany. Age 60.
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
NAME AND PRINCIPAL OCCUPATION DIRECTOR COMMON
OR EMPLOYMENT SINCE STOCK
----------------------------- -------- ------
<S> <C> <C>
James D. Robinson, III, /1/,/3/ 1989(b) 4,800 shares(c)
President, J. D. ROBINSON INC., investment
services, New York, N.Y. Director, Bris-
(PHOTO) tol-Myers/Squibb Company, The Coca-Cola
Company, First Data Corporation, SCI Tele-
vision, Inc. Senior Adviser, Trust Company
of the West. Age 58.
Term Expiring in 1996
Richard B. Cheney, /2/,/4/ 1993 1,600 shares
Former Secretary of Defense; Senior Fellow,
American Enterprise Institute, public pol-
(PHOTO) icy research, Washington, D.C. Director,
IGI Inc., Morgan Stanley Group Inc., Proc-
tor & Gamble Co., U S WEST, Inc. Age 53.
E. Virgil Conway, /1/,/4/ 1978 17,200 shares
Financial Consultant. Chairman, Financial
Accounting Standards Advisory Council. Di-
rector, Centennial Insurance Company, Met-
(PHOTO) ropolitan Transportation Authority. Trust-
ee, Atlantic Mutual Insurance Company,
Consolidated Edison Company of New York,
Inc., HRE Properties, Mutual Funds Managed
by Phoenix Home Life. Age 64.
Drew Lewis, /1/ 1986 313,000 shares(d)
Chairman, President and Chief Executive Of-
ficer of the Company. Director, American
(PHOTO) Express Company, American Telephone & Tel-
egraph Co., Ford Motor Company, FPL Group,
Inc. Age 62.
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
NAME AND PRINCIPAL OCCUPATION DIRECTOR COMMON
OR EMPLOYMENT SINCE STOCK
----------------------------- -------- ------
<S> <C> <C>
Claudine B. Malone, /2/,/3/ 1990 1,615 shares
President, Financial and Management Consulting,
Inc., management consulting, McLean, Virginia.
(PHOTO) Director, Dell Computer Corporation, Hannaford
Brothers, Hasbro, Inc., Houghton Mifflin Compa-
ny, Imcera Group, The Limited, Inc., S.A.I.C.,
Scott Paper Company. Trustee, Penn Mutual Life
Insurance Co. Age 57.
Thomas A. Reynolds, Jr., /2/,/4/ 1989 8,200 shares
Chairman Emeritus, Winston & Strawn, law firm,
(PHOTO) Chicago, Illinois, New York, N.Y. and Washing-
ton, D.C. Director, Gannett Co., Inc., Jeffer-
son Smurfit Group. Age 65.
</TABLE>
- ---------
1. Member of the Executive Committee.
2. Member of the Audit Committee.
3. Member of the Finance and Corporate Development Committee.
4. Member of the Compensation, Benefits and Nominating Committee.
(a) Mr. Gerry also has shared voting or investment power with respect to
457,670 shares held in family trusts and 35,000 shares owned by Royal
Group, Inc. of which Mr. Gerry is a director and Chairman of the Investment
Committee.
(b) Previously served as a director from 1974 to 1985.
(c) Mrs. James D. Robinson, III, is the beneficial owner of 2,000 shares of
Common Stock and Mr. Robinson is co-trustee for a family trust which owns
1,600 shares. Mr. Robinson disclaims beneficial interest in such shares.
(d) Includes 140,000 shares of Common Stock subject to presently exercisable
stock options and 63,224 restricted shares granted under the 1990 Retention
Stock Plan.
7
<PAGE>
Except for the directors listed below, each of the directors named in the
preceding tables has held the indicated office or position in his or her
principal occupation for at least five years. Each of the directors listed
below held the office or position first indicated as of five years ago.
Mr. Robert P. Bauman was Chairman of Beecham Group p.l.c. (pharmaceuticals
and consumer products) through July 1989; SmithKline Beckman Corporation and
Beecham Group p.l.c. merged in July 1989 and since such date Mr. Bauman has
been Chief Executive of SmithKline Beecham p.l.c. Mr. Richard B. Cheney served
as a member of the United States House of Representatives from the State of
Wyoming through March 16, 1989, and as Secretary of Defense from March 17,
1989, to January 20, 1993, and since such date has been Senior Fellow, American
Enterprise Institute. Mr. E. Virgil Conway was Chairman of The Seamen's Bank
for Savings, FSB (bank holding company) and Vice Chairman of Seamen's
Corporation through April 1989. Mr. William H. Gray, III, served as a member of
the United States House of Representatives from the Second District of
Pennsylvania through August 1991 and since such date has been President of
United Negro College Fund. Mr. Lawrence M. Jones was Vice Chairman and Chief
Financial Officer of Fleming Companies, Inc. (distribution of food products,
health and beauty items) through June 1989, President and Chief Executive
Officer of Coleman Company from July 1989 through September 1990, and Chairman
and Chief Executive Officer of Coleman through December 31, 1993. Mr. Drew
Lewis also served as Chairman of Union Pacific Railroad Company during August
and September 1991. Mr. Thomas A. Reynolds, Jr., was Chairman of Winston &
Strawn through December 31, 1992 and since such date has been Chairman Emeritus
of such firm. Mr. James D. Robinson, III, was Chairman, President and Chief
Executive Officer of American Express Company through July 1991, Chairman and
Chief Executive Officer from August 1991 through January 25, 1993, and Chairman
from January 26 through February 22, 1993. Mr. Richard D. Simmons was President
of The Washington Post Co. (communications) through May 1991 and since such
date has been President of International Herald Tribune.
COMPENSATION OF DIRECTORS
Directors who are not employees of the Company receive an annual retainer of
$50,000, plus expenses. In addition, Chairmen or Co-Chairmen of Board
Committees receive annual retainers of $6,000 each. Directors who are employees
of the Company receive no retainers. Under a Deferred Compensation Plan for
directors of the Company, a director may elect by December 31 of any year to
defer all or a portion of any compensation for service as a director in the
ensuing year or years, excluding reimbursement for
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<PAGE>
expenses. Payment of such deferred compensation begins, at the election of the
director, either the January following termination of service as a director or
the January following retirement from the director's primary occupation and may
be paid, at the election of the director, in either a lump sum or in up to 10
equal annual installments. Deferred compensation earns interest compounded
annually at a rate determined by the Treasurer of the Company in January of
each year. Amounts so deferred by two directors during 1993 totaled $92,000.
Directors who are not employees of the Company may elect to receive $100,000
of term life insurance, for which the Company paid a premium of $348 for each
director in 1993, and to participate in a Company sponsored health care plan.
Medical and dental benefits are paid only after payment of benefits under any
other group plan in which a director participates. In addition, each director
participates in a pension plan which provides an annual pension benefit upon
retirement from the Board of Directors with at least five years of service. For
a director retiring at age 65 or older the annual pension benefit is $30,000.
The following directors currently are eligible to receive pension benefits upon
retirement: Messrs. Bauman, Conway, Eccles, Gerry, Jones, Meyer, Robinson, Roth
and Simmons and Mrs. Hope. Retired directors are also eligible to participate
in a contributory medical program.
As part of its overall program to promote charitable giving, the Company has
established the Union Pacific Corporation Board of Directors' Charitable
Contribution Plan pursuant to which the Company has purchased $1 million of
life insurance on each incumbent director, subject to vesting requirements
based on length of service as a director (i.e., over a five-year period in 20%
increments). Death benefits will be paid to the Company, and the Company will
donate $500,000 of the proceeds to the Union Pacific Foundation and $500,000 to
one or more charitable organizations recommended by the director. Directors
derive no financial benefit from this program since all charitable deductions
accrue solely to the Company. Moreover, benefits paid to the Company's
Foundation may reduce the amount of funding that the Company provides to the
Foundation.
Under the 1992 Restricted Stock Plan for Non-Employee Directors of Union
Pacific Corporation, each individual who was a director on May 28, 1992, has
received, and each individual elected as a director thereafter has received or
will receive, an award of 1,200 restricted shares of the Common Stock. The
restricted shares of Common Stock vest on the date a director ceases to be a
director of the Company by reason of death, disability or retirement. During
the restricted period, the director has the right to vote and receive dividends
on such shares, but may not transfer or encumber such shares, and will forfeit
such shares unless he or she remains a director during the restricted period.
As used
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<PAGE>
above, "retirement" means termination of service as a director of the Company,
if (a) the director at the time of termination was ineligible for continued
service as a director under the Company's Retirement Policy, or (b) the
director had served as a director of the Company for at least three years from
the date restricted shares of Common Stock were granted to such director, and
such termination is (i) due to the director's taking a position with or
providing services to a governmental, charitable or educational institution
whose policies prohibit continued service on the board of the Company, (ii) due
to the fact that continued service as a director would be a violation of law,
or (iii) not due to the voluntary resignation or refusal to stand for
reelection by the director.
COMMITTEES OF THE BOARD
The Committees established by the Board of Directors to assist it in the
discharge of its responsibilities are described below. The preceding
biographical information on directors identifies committee memberships held by
each nominee for director and each director continuing in office.
The Executive Committee consists of eight members, seven of whom are non-
employee directors. The Committee has all the powers of the Board, when the
Board is not in session, to direct and manage, in the Company's best interest,
all of the business and affairs of the Company in all cases in which specific
directions have not been given by the Board. The Committee did not meet in
1993.
The Audit Committee consists of nine non-employee directors. The Committee
meets regularly with financial management, the internal auditors and the
independent certified public accountants to review the work of each. The
independent certified public accountants and the internal auditors meet
regularly with the Audit Committee, without senior financial management
representatives present, to discuss the results of their examinations and their
opinions on the adequacy of internal controls and quality of financial
reporting. The Committee also reviews the scope of audits. In addition, the
Committee reviews the administration of the Company's Statement of Policy
Concerning Business Conduct and each year recommends to the Board of Directors
selection of the firm of independent certified public accountants to audit the
accounts and records of the Company and its consolidated subsidiaries. The
Committee met three times in 1993.
The Finance and Corporate Development Committee consists of nine non-employee
directors. The Committee is responsible for oversight of the Company's
financial position and long-term business strategies. The Committee meets
regularly with management to review the Company's capital structure, short and
long-term financing plans and programs, dividend policies and actions, investor
relations activities, insurance programs, tax
10
<PAGE>
management and other related matters. The Committee also reviews the investment
management of assets held by the Company's pension, thrift and other funded
employee benefit programs, including the appointment of investment managers and
trustees. The Committee is also responsible for providing advice and counsel to
management with regard to the future direction of the Company and the
identification of strategic options and specific opportunities, including
acquisitions and divestitures. The Committee met four times in 1993.
The Compensation, Benefits and Nominating Committee consists of eight non-
employee directors who are ineligible to participate in any of the Company's
executive compensation plans. The Committee makes recommendations to the Board
of Directors as to employee salaries exceeding an amount set by the By-Laws
which cannot be exceeded without Board or Executive Committee approval. The
Committee administers the Company's Executive Incentive, Stock Option and
Restricted Stock and Retention Stock Plans and determines for senior executives
the amounts of, and the individuals to whom, awards shall be made thereunder.
The Committee makes recommendations to the Board of Directors as to pension
credits granted under the Company's Supplemental Pension Plan. The Committee is
responsible for recommending and reviewing all the material amendments, changes
and modifications to the Company's pension, thrift and employee stock ownership
plans as well as the Company's vacation, life insurance and medical and dental
benefit plans and the matching gifts program to ensure that the Company's
benefit plans remain competitive. The Committee has the responsibility of
assisting management with respect to matters of succession, reviewing the
qualifications of candidates for the position of director and recommending
candidates to the Board of Directors as nominees for director for election at
the annual meetings of stockholders or to fill such Board vacancies as may
occur during the year. The Committee will consider candidates suggested by
directors and stockholders of the Company. Stockholders desiring to suggest
candidates should advise the Secretary of the Company in writing by December 31
of the year preceding the annual meeting of stockholders and include sufficient
biographical material to permit an appropriate evaluation. In considering
candidates for director, the Board of Directors seeks individuals who have
demonstrated outstanding management or professional ability and who have
attained a position of leadership in their chosen careers. See pages 15-19 for
the Committee's report on 1993 compensation and stock ownership programs. The
Committee met four times in 1993.
During 1993, the Board of Directors met seven times. None of the directors
attended fewer than 75% of the meetings of the Board and Committees on which he
or she served. The average attendance of all directors at Board and Committee
meetings was 94%.
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<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In 1990, USPCI, Inc. (USPCI), a wholly-owned subsidiary of the Company,
purchased all of the outstanding shares of a closely held corporation which was
formed in 1986 to develop a hazardous waste incinerator and landfill (HWI) in
Pennsylvania. Andrew L. Lewis, IV, who was chief executive officer and owned
27.3% of the common shares and 34.3% of the preferred shares of the closely
held corporation, and Russell S. Lewis, who owned 6.5% of the common shares and
13% of the preferred shares, are sons of Drew Lewis, Chairman, President, and
Chief Executive Officer and a director of the Company.
USPCI paid the selling preferred shareholders $177,000 in 1991 upon
acquisition of the HWI site and agreed to pay an additional $460,000 upon
receipt of site approval. Subsequently, USPCI paid $218,086 of such amount to
the selling preferred shareholders (other than the Lewises) in exchange for
their interests in the HWI, including their rights to receive royalties or
other consideration relating to the HWI. The Lewises' interests, however, will
not increase as a result of the purchases of the selling preferred
shareholders' interests. Upon receipt of site approval to USPCI, Andrew Lewis
and Russell Lewis will receive $241,914, together with interest, representing
the unpaid portion of the $460,000. If the HWI becomes operational, the selling
common shareholders, other than those exchanging their interests in HWI as
described above (Selling Common Shareholders) will receive a royalty of up to 5
percent of monthly revenues from the HWI. However, at the time the HWI becomes
operational, the Selling Common Shareholders (including the Lewises only if all
other Selling Common Shareholders exercise the following option) are entitled
to require USPCI to buy down a portion of their respective royalty payments at
a price established by an agreed formula. USPCI, at its option, has the right
to require Andrew and Russell Lewis to surrender the balance of their
respective royalty payments, at any time after royalties commence, for an
amount equal to the present fair value of such future royalties as determined
by an independent appraisal. Andrew Lewis serves as a consultant to the Company
in connection with the HWI project for $73,850 per year under an agreement
which expires May 25, 1994.
The purchase price and other terms for acquisition of the closely held
corporation were negotiated between Andrew Lewis and senior officers of USPCI
without participation by Drew Lewis, based on comparable transactions in the
hazardous waste industry, and were reviewed generally by a special committee
(the Special Committee) of non-employee members of the Board of Directors of
the Company with the assistance of independent legal counsel and financial
advisors. The Special Committee received an opinion from Alex. Brown & Sons
Incorporated (Alex. Brown), the Special Committee's financial advisor, that
12
<PAGE>
the terms of the transaction are fair from a financial point of view to the
shareholders of the Company. Based on the recommendation of the Special
Committee, the advice of independent counsel and the opinion of Alex. Brown,
the Board of Directors of the Company, with Drew Lewis not participating,
approved the terms of the transaction.
At February 1, 1994, Union Pacific Resources Company (Resources), a wholly-
owned subsidiary of the Company, owned oil and gas rights in approximately
58,500 acres in which Wolverine Exploration Company also owned an interest. G.
A. Adams, who is the son of William L. Adams, Chairman of Resources until his
retirement as of December 31, 1993, is Chief Executive Officer of Wolverine.
Resources also was the general partner with a 52% interest and Wolverine was
the limited partner with a 48% interest in a partnership formed in 1989 to own
and finance offshore platforms and other drilling equipment. The equipment was
leased to Resources as operator for certain oil and gas prospects offshore
Texas in the Gulf of Mexico in which the partners owned working interests. The
partnership financed such equipment through a bank credit facility of which $13
million was outstanding at May 1, 1993. As of such date, Wolverine's total
obligation to Resources respecting these prospects, including Wolverine's share
of the bank facility, was approximately $8.2 million. In settlement of this
outstanding amount and of future indebtedness related to the prospects,
effective May 1, 1993, Wolverine assigned to Resources all of its interest in
the prospects and also amended the operating agreement covering a different
prospect located offshore Louisiana in which the parties have an interest to
provide additional protection to Resources as operator in case Wolverine fails
to fund its obligations.
In 1993, Brown Brothers Harriman & Co. (BBH) managed certain pension funds of
the Company. The Company paid approximately $97,000 to BBH for these services.
Elbridge T. Gerry, Jr., a director of the Company, is a partner of BBH.
In 1993, railroad and trucking subsidiaries of the Company in the ordinary
course of business provided approximately $1.7 million of transportation
services to the Coleman Company, Inc. Lawrence M. Jones, a director of the
Company, was an officer and was and is a director of Coleman.
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors to file initial reports of ownership and
reports of changes in ownership with the Securities and Exchange Commission and
the New York Stock Exchange. Executive officers and directors are required by
SEC regulations to furnish the Company with copies of all Section 16(a) forms
they file. Based solely on a review of the copies of such forms furnished to
the Company and written representations from the
13
<PAGE>
Company's executive officers and directors, the Company believes that none of
its executive officers and directors failed to comply with Section 16(a)
reporting requirements in 1993.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation, Benefits and Nominating Committee is comprised of the
following non-employee directors: Robert P. Bauman, Richard B. Cheney, E.
Virgil Conway, William H. Gray, III, Judith R. Hope, Richard J. Mahoney, Thomas
A. Reynolds, Jr., and Richard D. Simmons.
USPCI owns 60% of ECDC Environmental, L.C. (ECDC) which owns a large non-
hazardous waste landfill in the State of Utah. ECDC has entered into two
agreements with Mr. William W. Gay and another individual (the Brokers) who
will solicit disposal contracts for ECDC. Mr. Gay is the stepson of E. Virgil
Conway, a director of the Company. The agreements are a non-exclusive agreement
through November 1994 for industrial waste and an exclusive agreement for
municipal waste for the State of California through April 1995. Under such
agreements, the commission rates range from 10% to 5% of the disposal fees in
the first year of the contract, 25% of such rates in the second year, 15% of
such rates in the third year and no commissions thereafter. Under the municipal
waste agreement, certain long-term high volume projects will have a lower
commission rate schedule and limits on the time period and tonnage for which
commissions will be paid, and the Brokers are entitled to advances of $10,000
per month through October 1994, subject to limited recoupment by ECDC. From
January 1, 1993 to January 14, 1994, ECDC had sold capacity under such
agreements resulting in commissions in the amount of approximately $280,000, of
which Mr. Gay is entitled to approximately $70,000, and advances in the amount
of $120,000, of which Mr. Gay is entitled to $60,000.
In January 1993, railroad subsidiaries of the Company entered in a consulting
agreement with Modjeski & Masters, Inc., providing for that firm to conduct
fatigue assessment studies on certain railroad bridges. During 1993, such
agreement was supplemented to extend the term of such agreement from December
31, 1993 to December 31, 1994 and increase the maximum payment under the
agreement from $96,500 to $250,000. During 1993, such subsidiaries paid
approximately $103,315 to such firm for these services. William B. Conway, the
President and owner of a substantial interest in Modjeski & Masters, Inc., is a
brother of E. Virgil Conway, a director of the Company.
In 1993, railroad and trucking subsidiaries of the Company in the ordinary
course of business provided approximately $32 million of transportation
services to Monsanto
14
<PAGE>
Company. Richard J. Mahoney is an officer and director of Monsanto. The Company
has continued and expects to continue to provide transportation services to
Monsanto in 1994.
Judith Richards Hope is a Senior Partner of Paul, Hastings, Janofsky &
Walker, and Thomas A. Reynolds, Jr., is Chairman Emeritus of Winston & Strawn,
law firms that rendered legal services to the Company during 1993.
REPORT ON EXECUTIVE COMPENSATION
The Compensation, Benefits and Nominating Committee is responsible for
administering the executive compensation and stock ownership programs for the
Company. The Committee offers the following report on its decisions concerning
compensation for 1993.
The Company is strongly committed to maximizing stockholder value through
world class performance and leadership in each of the industries in which it
operates. The Company believes that superior performance by its executive and
management team is an essential element to reaching that goal.
In order to achieve this performance, the Company must be able to attract
outstanding talent to drive performance, motivate its executives by providing
incentives tied to stockholder goals and retain and reward its executives
through a competitive compensation program.
The Committee administers an executive compensation program that consists of
two elements, annual compensation and long-term compensation. As described
below, the majority of the compensation for senior executives is based on
Company performance criteria, including net income, return on equity, and the
price of the Common Stock. The Committee believes that the program has been
well designed to meet the Company's objectives and that a principal benefit of
the program is that it allows the Committee to employ subjective judgments in
its decisions and recognize individual contributions that may not be fully
reflected by a formula. Consequently, while the Committee has
given consideration to recommending revisions of certain elements of the
Company's compensation program to assure tax deductibility to the Company of
compensation that exceeds the $1 million ceiling imposed by the 1993 Tax Act,
the Committee has made a decision, with which the Board of Directors concurs,
not to recommend any changes to its compensation program for stockholder
consideration this year. Proposed regulations have been issued by the Internal
Revenue Service that are intended to allow companies to determine what types of
changes would satisfy the requirements of the 1993 Tax Act and generally
require that payments above the $1 million ceiling be based on a stockholder
approved formula to be tax deductible. However, these regulations could change
15
<PAGE>
significantly before becoming final. The Committee believes it is premature to
change its existing compensation program until the regulations are final. It
intends, however, to consider possible changes once these regulations are
adopted in final form by the Internal Revenue Service.
Annual Compensation
Total annual compensation is comprised of two parts: base salaries and at-
risk incentive pay under the Executive Incentive Plan (EIP). Generally, more
than half of the total annual compensation for senior executives is at risk
and based on achievement of specific financial objectives and individual,
operating unit and corporate performance, as discussed in the next paragraph.
Salary merit increases are also dependent on the executives' degree of success
in achieving Company and individual performance goals. Total compensation
reflects a level of pay based on the individual executive's experience and
sustained performance in any particular job in the Company and corporate and
operating unit performance. In determining both salary and incentive pay, the
Committee weighs the above factors subjectively and does not assign specific
weights to them. How a given executive's compensation relates to comparable
companies will depend upon the executive's performance over time as well as
that of the executive's operating unit and the Company as a whole. Average
base salaries for the Company's executives are at or below the median for
comparable companies, except for the Company's most senior executives whose
average salaries are slightly higher than the median. When the Company
consistently achieves solid earnings growth, incentives, which are based more
on performance than on comparative data, may drive total cash compensation
(the combination of base salaries and incentive awards) to or above the
seventy fifth percentile for comparable companies. While some of the companies
that the Company uses for comparison purposes are companies with which it
competes directly and are included in the line of business index in the
Performance Graph, others are industrial companies of a similar size in
different lines of business with which the Company competes for first rate
executive talent.
EIP awards are at risk and designed to specifically tie executive pay to
Company performance. A stockholder approved formula based on return on equity
and net income generates funding to a reserve account for the EIP. The results
from continuing operations of the Company must produce a return on average
annual stockholders' equity, before accounting changes, of at least 8%. An 8%
ROE allows 1.5% of net income to be credited to the reserve fund. An ROE of
10% or greater allows crediting a maximum of 3% of net income to the fund. ROE
between 8% and 10% adds to the base 1.5% credit, .075% of net income for each
.1% increase in ROE. Some portion of the reserve account, based on
16
<PAGE>
an assessment of performance as reviewed and approved by the Committee and the
Board of Directors, may then be awarded for the year in the form of executive
incentive awards. Individual awards are based on individual, operating unit
and corporate performance and vary from executive to executive. In 1993, the
maximum 3% of net income was credited to the reserve fund and a total of
$17,785,150 in EIP awards were made to 190 executives.
Long-Term Compensation
Long-term compensation elements are based upon performance of the Common
Stock and are designed to align stockholder and executive interests. These
long-term elements include stock options and retention stock awards. The
amount of long-term compensation is based primarily on individual and
corporate performance.
Stock Options. Stock options are a key element in the Company's long-term
compensation program. Options link executive goals with stockholder interests
in promoting a long-term increase in stockholders' equity. Since the Company's
program provides for a one-year waiting period before options may be exercised
and an exercise price at fair market value as of the date of grant, executives
benefit from options only when the price of the Common Stock increases over
time. The Committee believes that options should be granted annually on a
generally consistent basis. The Committee principally considers position,
experience and individual performance in order to determine the number of
options granted to each executive without giving particular weight to any
specific factor. The number of options currently held by an executive was not
a factor in individual awards granted in 1993. In 1993 the Committee granted
stock options at an exercise price of $63.75 per share to 186 executives
totalling 1,230,500 shares, or .6% of the 205,141,022 total shares outstanding
as of November 30, 1993.
To assure that stock awards continue to align executive and stockholder
interests, the Company maintains guidelines for executive stock ownership
levels and has communicated to executives its expectation that they achieve
and maintain a specific minimum amount of stock ownership ranging from stock
equal to one times salary to higher multiples of three to seven times salary
for senior executives. Until the minimum ownership amount is achieved,
executives are expected to retain in Common Stock 100% of the profit upon
exercise of options, net of taxes and cost of exercise.
Retention Stock. Retention stock grants to executives are awards of shares
that are subject to forfeiture if the executive terminates employment before
the minimum three-year retention period lapses. The award of retention stock
serves three purposes: most importantly, retention of executives; incentive
for long-term performance; and alignment of
17
<PAGE>
executive stock ownership interests with other stockholders of the Company. In
1993, no award was made to the CEO or other senior executives except for grants
made to three executives of 40,000 shares each to ensure orderly management
succession over the next several years. In making these grants, the Committee
recognized that the awards may not be deductible by the Company for tax
purposes because of the 1993 Tax Act. However, the Committee believes retention
of these executives is of paramount importance to the Company's future growth
and justifies the awards.
Strategic Incentive Plan. The Strategic Incentive Plan (SIP), which has
expired, was designed to instill an entrepreneurial attitude among key Company
and operating subsidiary executives and reward them for significantly
increasing stockholder value by fundamentally changing the way in which the
Company is operated. On January 28, 1988, when the Board of Directors approved
the SIP and recommended its submission to the stockholders for their adoption,
the Common Stock was trading at $27.38 per share (adjusted for the 1991 two-
for-one split of the Common Stock). The program ended on April 14, 1993, at
which time the stock was trading at $65.18. From the time the Board of
Directors recommended the SIP to its completion, total stockholder value
increased from $5.6 billion to $13.35 billion. SIP credits of $4.3 million were
earned and paid in cash to 55 participants in 1993.
CEO Compensation
In 1993, the Company's most highly compensated officer was Drew Lewis,
Chairman, President and Chief Executive Officer. The Committee reviewed Mr.
Lewis' performance for 1993 and made recommendations to the Board of Directors
as to annual compensation and long-term compensation awards for him. The
factors underlying the Committee's recommendation, with no specific weight
given to any factor, are the same factors outlined under the captions "Annual
Compensation" and "Long-Term Compensation". Some of the more significant
accomplishments attained under Mr. Lewis' leadership are as follows:
The Company's 1993 performance was strong in spite of an unusual number of
one-time events. Before accounting and the 1993 federal corporate income tax
changes, the Company's earnings of $778 million were up 6.9% over 1992's record
performance of $728 million, despite the summer flood that devastated rail
operations in the midwest. Each of the Company's major operating units is a
leader in its industry as the Railroad was first among Class I railroads in
operating income and return on assets, Resources continued to be the United
States' number one driller, and Overnite was the only carrier among the top six
national carriers to show year-over-year improvement in operating income and
operating ratio. The Railroad and Resources posted record earnings before
accounting and tax changes as well as growth in volumes, with carloadings up 4%
at the Railroad, and
18
<PAGE>
Resources' hydrocarbon production up 5%. Overnite's earnings also reached
record levels before adjustments and goodwill, with less-than-truckload volume
up 7%. Excluding the accounting and tax changes, the Company posted a 1993
return on equity of 15.9%, and, but for the effects of the flood, would have
had an ROE of 16.6% compared to ROE of 16.5% in 1992.
The Company also continued to improve its overall financial strength during
the year, lowering its debt-to-capitalization ratio and maintaining its
favorable debt rating while continuing to invest in its subsidiaries for future
growth, making $1.6 billion in capital investment during the year.
Since December 31, 1988, the price of Common Stock has increased an average
of 14% per year compared to S&P growth of 11%. The Company's stockholders were
paid dividends of $309 million during 1993, reflecting an average growth in the
dividend of 8% per year since 1988 compared to S&P dividend growth of 5.5%.
Achievements in 1993 by Mr. Lewis and his management team include the
Railroad's refocusing and streamlining of its marketing and operating
organizations, Resources' implementation of a profit center organization
structure, and Overnite's centralization of its billing and customer service
activity. Other achievements were realized in the areas of customer service,
technology use and innovation, quality, governmental relations and management
efficiency.
The Committee concluded that Mr. Lewis' outstanding performance warrants the
compensation for 1993 as reflected in the Summary Compensation Table on page
20.
The Compensation, Benefits and Nominating Committee
E. Virgil Conway, Chairman
Robert P. Bauman
Richard B. Cheney
William H. Gray, III
Judith R. Hope
Richard J. Mahoney
Thomas A. Reynolds, Jr.
Richard D. Simmons
19
<PAGE>
SUMMARY COMPENSATION TABLE
The following table provides a summary of compensation during the last three
calendar years for the Company's Chief Executive Officer and the other four
most highly compensated executive officers.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
-------------------------------------------------------------------------------------------
OTHER SECURITIES
ANNUAL RESTRICTED UNDERLYING ALL OTHER
NAME AND COMPEN- STOCK OPTIONS/ LTIP COMPEN-
PRINCIPAL POSITION YEAR SALARY BONUS (A) SATION (B) AWARDS (C) SARS PAYOUTS (D) SATION (E)
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Drew Lewis 1993 $850,000 $1,894,437 $76,723 $ -0- 140,000 $ -0- $171,837
Chairman, President and 1992 800,000 1,350,000 62,107 -0- 140,000 2,791,592 170,159
CEO 1991 750,000 1,275,000 75,867 2,612,960 84,000 -0- 662,277
Richard K. Davidson 1993 450,000 892,218 47,782 2,550,000 40,000 -0- 21,183
Chairman and 1992 400,000 630,000 79,976 -0- 40,000 1,395,796 18,498
CEO of Union 1991 350,000 500,000 20,184 933,200 20,000 -0- 10,500
Pacific Railroad
Company(f)
Jack L. Messman 1993 430,000 872,218 51,860 2,550,000 40,000 -0- 28,479
President and 1992 415,000 615,000 29,718 -0- 40,000 1,395,796 25,170
CEO of Union 1991 390,000 550,000 11,363 933,200 20,000 -0- 13,700
Pacific Resources
Company(g)
William L. Adams 1993 420,000 814,218 48,144 -0- -0- -0- 25,200
Chairman of Union 1992 420,000 592,000 80,339 -0- 30,000 1,395,796 25,200
Pacific Resources 1991 410,000 592,000 75,708 373,280 32,000 -0- 24,600
Company(h)
L. White Matthews, III 1993 375,000 752,218 38,652 2,550,000 40,000 -0- 15,805
Executive Vice 1992 347,500 503,000 31,424 -0- 35,000 1,395,796 14,769
President- Finance(i) 1991 320,000 390,000 36,873 559,920 18,000 -0- 9,600
</TABLE>
- ---------
(a) Includes, for 1993 only, EIP awards and final payouts under the Strategic
Incentive Plan (SIP), which expired April 15, 1993, respectively as
follows: Mr. Lewis $1,450,000 and $444,437; Mr. Davidson $670,000 and
$222,218; Mr. Messman $650,000 and $222,218; Mr. Adams $592,000 and
$222,218; and Mr. Matthews $530,000 and $222,218. See page 18 for a
description of the SIP. Previous years include EIP awards only.
(b) Principal components included in Other Annual Compensation for 1993 are
certain non-cash and other personal benefits consisting of tax and
financial counseling
20
<PAGE>
expenses (Mr. Lewis $29,433, Mr. Davidson $27,685, Mr. Messman $24,508, Mr.
Adams $10,800 and Mr. Matthews $11,833) and use of corporate transportation
(Mr. Lewis $34,715, Mr. Davidson $16,032, Mr. Messman $19,030, Mr. Adams
$28,972 and Mr. Matthews $18,825).
(c) Aggregate restricted stock holdings (see Retention Stock description on
pages 17-18) and the value thereof as of December 31, 1993: Mr. Lewis,
63,224 shares, $3,959,403; Mr. Davidson, 62,560 shares, $3,917,820; Mr.
Messman, 62,952 shares, $3,942,369; Mr. Adams, 14,496 shares, $907,812; and
Mr. Matthews, 53,548 shares, $3,353,444. The above shares are net of the
following amounts used to satisfy income tax withholding requirements on
December 15, 1993: Mr. Lewis, 48,776 shares; Mr. Davidson, 7,440 shares;
Mr. Messman, 15,048 shares; Mr. Adams, 9,504 shares; and Mr. Matthews,
10,452 shares. The restricted stock holdings became taxable on such date
due to the waiver by the Company of applicable transferability
restrictions, but the above shares (as well as the shares used for tax
withholding) remain subject to forfeiture if the original service
requirements are not met. Dividends on these restricted shares will be paid
at the same rate as dividends on all other shares. Dividends on the 40,000
share transitional grants to Messrs. Davidson, Messman and Matthews will
accumulate but will not be paid to the individuals until the lapse of the
restricted periods and will be subject to forfeiture if service
requirements are not met.
(d) Includes credits of $1,577,337 for Mr. Lewis and $788,688 for each of the
other named executives with respect to the initial awards made under the
SIP when the Common Stock price first exceeded $50 for 60 consecutive days,
including discretionary awards. The additional credits are with respect to
subsequent periods when the share price achieved higher levels for 60
consecutive days.
(e) All Other Compensation consists of Company-matched thrift plan
contributions (Mr. Lewis $25,500, Mr. Davidson $13,500, Mr. Messman
$19,533, Mr. Adams $25,200 and Mr. Matthews $11,250 in 1993), life
insurance premiums or payments in lieu thereof in 1993 (Mr. Lewis $35,440,
Mr. Davidson $7,683, Mr. Messman $8,946 and Mr. Matthews $4,555) and, for
Mr. Lewis, costs associated with split-dollar life insurance policies.
These latter costs equaled $110,897 for 1993. The amount for Mr. Lewis for
1991 includes one-time costs to restructure a split-dollar life insurance
policy provided under Mr. Lewis' employment agreement with the Company.
(f) Mr. Davidson served as President and Chief Executive of Union Pacific
Railroad Company from August 7 to September 17, 1991, and prior thereto
served as Executive Vice President-Operation of such Company.
21
<PAGE>
(g) Prior to May 1, 1991, Mr. Messman served as Chairman and Chief Executive
Officer of USPCI, Inc. Mr. Messman continues to serve as Chairman of USPCI.
(h) Prior to May 1, 1991, Mr. Adams served as Chairman and Chief Executive
Officer of Union Pacific Resources Company. Mr. Adams retired as Chairman
of Union Pacific Resources on December 31, 1993.
(i) Prior to April 16, 1992, Mr. Matthews served as Senior Vice President-
Finance of the Company.
- ---------
The Company has an employment agreement with Mr. Lewis which provided for his
employment through March 31, 1991. If the Company terminates Mr. Lewis'
employment without cause (as defined in the agreement) following the expiration
of the term of the agreement, Mr. Lewis will be entitled to continuation of his
current base salary for two years following such termination. If Mr. Lewis is
removed from his position as Chairman and Chief Executive Officer without
cause, he has the right under such agreement to treat such removal as a
termination of his employment by the Company. Under such agreement, Mr. Lewis
may voluntarily terminate his employment with the Company at any time but in
that event will receive no further payments or benefits from the Company. Mr.
Lewis has agreed not to engage in any business if such business competes,
directly or indirectly, with the Company for a minimum of three years after any
termination of employment.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information concerning the direct beneficial
ownership of the Company's Common Stock as of March 3, 1994 by the Company's
Chief Executive Officer and the other four most highly compensated executive
officers.
<TABLE>
<CAPTION>
NUMBER OF
SHARES
BENEFICIALLY PERCENT OF
NAME OWNED(A) CLASS
---- ------------ ----------
<S> <C> <C>
Drew Lewis 313,000 0.15%
Richard K. Davidson 189,036 0.09%
Jack L. Messman 144,751 0.07%
William L. Adams 121,023 0.06%
L. White Matthews, III 176,692 0.09%
</TABLE>
- ---------
(a) Included in the number of shares beneficially owned by Messrs. Lewis,
Davidson, Messman, Adams and Matthews are 140,000, 112,000, 60,000, 62,000
and 103,400
22
<PAGE>
shares, respectively, which such persons have the right to acquire within 60
days pursuant to stock options. Also included in the number of shares owned
by Messrs. Lewis, Davidson, Messman, Adams and Matthews are 63,224, 62,560,
62,952, 14,496 and 53,548 restricted shares, respectively, awarded to such
persons under the 1990 Retention Stock Plan and, if applicable, the 1993
Stock Option and Retention Stock Plan.
- ---------
OPTION/SAR GRANTS TABLE
The following table sets forth information concerning individual grants of
stock options and stock appreciation rights during 1993 to the Company's Chief
Executive Officer and the other four most highly compensated executive
officers.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-------------------------------------------
NUMBER OF
SECURITIES
UNDERLYING % OF TOTAL
OPTIONS/ OPTIONS/SARS EXERCISE GRANT DATE
SARS GRANTED TO OR BASE EXPIRATION PRESENT
NAME GRANTED(A) EMPLOYEES PRICE DATE (B) VALUE (C)
---- ---------- ------------ -------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Drew Lewis 140,000 10% $63.75 11/18/03 $1,750,000
Richard K. Davidson 40,000 3% 63.75 11/18/03 500,000
Jack L. Messman 40,000 3% 63.75 11/18/03 500,000
William L. Adams -0- -0- -0- -0- -0-
L. White Matthews, III 40,000 3% 63.75 11/18/03 500,000
</TABLE>
- ---------
(a) With respect to the grants shown for Messrs. Davidson, Messman and
Matthews, 1,500 shares of each grant were in the form of an incentive stock
option and the balance in the form of a non-qualified stock option with
attached stock appreciation rights. All of Mr. Lewis' grant was in the form
of a non-qualified stock option with attached stock appreciation rights.
(b) Options do not become exercisable until after one year from date of grant.
(c) Calculated in accordance with the Black-Scholes option pricing model. The
assumptions used in such option pricing model are: expected volatility,
21.27%; expected dividend yield, 3.0%; expected option term, 5 years; and
risk-free rate of return, 5.07%.
23
<PAGE>
OPTION/SAR EXERCISES AND YEAR-END VALUE TABLE
The following table sets forth individual exercises of stock options and
stock appreciation rights during 1993 by the Company's Chief Executive Officer
and the other four most highly compensated executive officers.
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES
UNDERLYING VALUE OF
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS
AT YEAR-END AT YEAR-END
SHARES ------------- -------------
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE
---- ----------- -------- ------------- -------------
<S> <C> <C> <C> <C>
Drew Lewis -0- $ -0- 140,000 $1,189,300
140,000 -0-
Richard K. Davidson -0- -0- 112,000 1,954,630
40,000 -0-
Jack L. Messman -0- -0- 60,000 659,100
40,000 -0-
William L. Adams -0- -0- 62,000 765,730
-0- -0-
L. White Matthews, III 7,000 254,170 103,400 1,863,701
40,000 -0-
</TABLE>
LONG-TERM INCENTIVE PLAN AWARDS TABLE
The following table shows the percentage interest of the Chief Executive
Officer and the other four most highly compensated executive officers in awards
which were made during 1993 under the SIP.
<TABLE>
<CAPTION>
PERFORMANCE OR
NUMBER OF SHARES, OTHER PERIOD UNTIL
NAME UNITS OR OTHER RIGHTS MATURATION OR PAYOUT
---- --------------------- ----------------------
<S> <C> <C>
Drew Lewis 10.256% April 1988--April 1993
Richard K. Davidson 5.128% April 1988--April 1993
Jack L. Messman 5.128% April 1988--April 1993
William L. Adams 5.128% April 1988--April 1993
L. White Matthews, III 5.128% April 1988--April 1993
</TABLE>
24
<PAGE>
The Company's long-term, stock price based incentive compensation plan, known
as the Strategic Incentive Plan (SIP), provided for the grant of awards to
executives (Participants) out of the strategic reserve account established
pursuant to the SIP. The strategic reserve account was initially credited with
amounts when the price of Common Stock exceeded $50 for 60 consecutive calendar
days. Thereafter, additional credits were made to the strategic reserve account
whenever a price of Common Stock was achieved for 60 consecutive days that was
higher than the price previously used to determine a credit to the strategic
reserve account. The Compensation, Benefits and Nominating Committee (the
Committee) determined at the beginning of each of the five 12-month periods (a
Plan Year) covered by the SIP from April 15, 1988 through April 14, 1993, the
eligible Participants and their percentage interest in the strategic reserve
account. A Participant's account was automatically credited with one-half of
his or her initial percentage interest in the amounts credited to the strategic
reserve account, and the Committee could in its discretion award to
Participants any remaining amounts in the strategic reserve account. The
percentages shown in the foregoing table represent amounts credited to the
strategic reserve account in 1993. Amounts credited to the accounts of the
Chief Executive Officer and the other four most highly compensated executive
officers in 1993, including discretionary awards made by the Committee, are
reflected under "Bonus" in the Summary Compensation Table on page 20. In 1993,
an aggregate of approximately $4,333,000 was credited to the strategic reserve
account, and no further amounts will be credited under the SIP. All amounts
credited to the accounts of Participants were paid in cash as soon as
practicable after April 15, 1993, and such payments were not subject to any
other performance measures or conditions. See page 18 for additional
information concerning the SIP.
DEFINED BENEFIT PLANS
Pensions for non-agreement employees of the Company, Union Pacific Railroad
Company, Union Pacific Resources Company and Union Pacific Technologies, Inc.,
are provided through the Pension Plan for Salaried Employees of Union Pacific
Corporation and Affiliates (Basic Plan), the Supplemental Pension Plan for
Officers and Managers of Union Pacific Corporation and Affiliates (Supplemental
Plan) and the Supplemental Pension Plan for Exempt Salaried Employees of Union
Pacific Resources Company and Affiliates (Supplemental Plan). The amount of the
annual pension benefit from all sources is based upon average annual
compensation for the 36 consecutive months of highest regular compensation
(including up to three cash incentive payments within the 36-month period)
within the 120-month period immediately preceding retirement (final average
earnings). Regular compensation for this purpose is the aggregate amount
reflected in the salary and bonus columns, except for SIP payments, of the
Summary Compensation Table on page 20. The credited years of service for each
of the five individuals named in the Summary Compensation Table are as follows:
Mr. Lewis 27, Mr. Davidson 33, Mr. Messman 13, Mr. Adams 22 and Mr. Matthews
17.
25
<PAGE>
The Supplemental Plans are unfunded non-contributory plans which provide,
unlike the Basic Plan, for the grant of additional years of employment and
deemed age to officers or supervisors, for the inclusion of earnings in excess
of the limits contained in the Internal Revenue Code of 1986, as amended, (the
Code) and deferred incentive compensation in the calculation of final average
earnings and for any benefit in excess of the limitations provided for under
the Code. Messrs. Lewis, Davidson, Messman, Adams and Matthews have accrued
benefits under one or more of the Supplemental Plans.
The Company has purchased annuities to satisfy certain unfunded obligations
under the Supplemental Plans to executives and certain other active and former
employees and has paid the Federal and State taxes on behalf of such persons
imposed in connection with these purchases. These purchases reduce the
Company's obligations under the Supplemental Plans. The benefits in the
following Pension Plan Table will be reduced for any employee for whom an
annuity was purchased by an amount calculated so that the expected aggregate
amount received by the employee from the annuity and the Supplemental Plan net
of Federal taxes will be the same as the net amount that would have been
received from the Supplemental Plan if the annuity had not been purchased.
The estimated annual benefits payable under the Basic Plan and Supplemental
Plans at normal retirement at age 65 based upon final average earnings and
years of employment is illustrated in the following table:
<TABLE>
<CAPTION>
PENSION PLAN TABLE
-----------------------------------------------------------------------
FINAL AVERAGE 15 YEARS OF 20 YEARS OF 25 YEARS OF 30 YEARS OF 35 YEARS OF 40 YEARS OF
EARNINGS EMPLOYMENT EMPLOYMENT EMPLOYMENT EMPLOYMENT EMPLOYMENT EMPLOYMENT
- ------------- ----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
$ 800,000 $197,970 $263,970 $ 329,960 $ 395,870 $ 435,180 $ 474,490
1,000,000 247,980 330,650 413,310 495,870 545,180 594,490
1,200,000 297,990 397,330 496,660 595,870 655,180 714,490
1,400,000 348,000 464,010 580,010 695,870 765,180 834,490
1,600,000 398,010 530,690 663,360 795,870 875,180 954,490
1,800,000 448,020 597,370 746,710 895,870 985,180 1,074,490
2,000,000 498,030 664,050 830,060 995,870 1,095,180 1,194,490
2,200,000 548,040 730,730 913,410 1,095,870 1,205,180 1,314,490
2,400,000 598,050 797,410 996,760 1,195,870 1,315,180 1,434,490
2,600,000 648,060 864,090 1,080,110 1,295,870 1,425,180 1,554,490
2,800,000 698,070 930,770 1,163,460 1,395,870 1,535,180 1,674,490
</TABLE>
The benefits in the foregoing Pension Plan Table would be paid in the form of
a life annuity with a 50% surviving spouse's benefit and reflect offsets for
Social Security. The benefits would be somewhat lower if Railroad Retirement
offsets were applicable.
26
<PAGE>
FIVE-YEAR PERFORMANCE COMPARISON
The graph set forth below provides an indicator of cumulative total
shareholder returns, assuming reinvestment of dividends, for the Company as
compared to the S&P 500 Stock Index and a peer group comprised of CSX
Corporation, Norfolk Southern Corp., Burlington Northern, Inc., Burlington
Resources, Inc., El Paso Natural Gas Co., Santa Fe Pacific Corporation, Santa
Fe Natural Resources, Inc. and Catellus Development Corp. (the real estate
development subsidiary of Santa Fe).
<TABLE>
[GRAPH APPEARS HERE]
COMPARISON OF FIVE YEAR CUMULATIVE RETURN
AMONG UNP, S&P INDEX AND PEERS INDEX
<CAPTION>
Measurement period
(Fiscal year Covered) UNP S&P Peers
- --------------------- ----- ----- -----
<S> <C> <C> <C>
Measurement PT -
12/31/88 $100 $100 $100
FYE 12/31/89 $122.873105 $131.589463 $129.525836
FYE 12/31/90 $117.133307 $127.490961 $116.848443
FYE 12/31/91 $176.845667 $166.166072 $168.995849
FYE 12/31/92 $205.394865 $178.807967 $183.198803
FYE 12/31/93 $225.526832 $196.8086 $233.148385
</TABLE>
27
<PAGE>
RATIFICATION OF APPOINTMENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors, upon the recommendation of the Audit Committee, has
appointed Deloitte & Touche as the firm of independent certified public
accountants to audit the books and accounts of the Company and its consolidated
subsidiaries for the year 1994 subject to ratification by stockholders. The
appointment of Deloitte & Touche continues a relationship that began in 1969.
A representative of Deloitte & Touche is expected to be present at the Annual
Meeting, will have an opportunity to make a statement if such representative
desires to do so and will be available to respond to appropriate questions by
stockholders.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR RATIFICATION OF
ITS APPOINTMENT OF DELOITTE & TOUCHE.
OTHER BUSINESS
The only business to come before the meeting of which the management is aware
is set forth in this Proxy Statement. If any other business is presented for
action, it is intended that discretionary authority to vote the proxies shall
be exercised in respect thereof.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, STOCKHOLDERS
ARE URGED TO DATE, SIGN AND RETURN THE ACCOMPANYING FORM OF PROXY IN THE
ENCLOSED ENVELOPE.
J. L. SWANTAK
Vice President and Secretary
Any security holder wishing to receive, without charge, a copy of Union
Pacific's 1993 Annual Report on Form 10-K (without exhibits) filed with
the Securities and Exchange Commission should write to Secretary, Union
Pacific Corporation, Martin Tower, Eighth and Eaton Avenues, Bethlehem, PA
18018.
(LOGO OF RECYCLED PAPER
APPEARS HERE)
PRINTED ON RECYCLED PAPER.
28
<PAGE>
(LOGO OF UNION PACIFIC
CORPORATION APPEARS HERE)
NOTICE OF 1994
ANNUAL MEETING AND
PROXY STATEMENT
<PAGE>
(LOGO OF UNION PACIFIC
CORPORATION APPEARS HERE)
MARTIN TOWER
EIGHTH AND EATON AVENUES
BETHLEHEM, PA 18018
P
R PROXY
O SOLICITED BY BOARD OF DIRECTORS
X ANNUAL MEETING MAY 11, 1994
Y SALT LAKE CITY, UTAH
The UNDERSIGNED hereby appoints DREW LEWIS and JUDY L. SWANTAK as Proxies,
each with the power to appoint a substitute, and hereby authorizes them to
represent and to vote all the shares of stock of UNION PACIFIC CORPORATION
which the undersigned is entitled to vote at the annual meeting of
stockholders to be held on May 11, 1994 or any adjournment thereof as
indicated upon all matters referred to on the reverse side and described in
the proxy statement for the meeting, and, in their discretion, upon any
other matters that may properly come before the meeting.
Election of Directors
NOMINEES: S. F. Eccles, W. H. Gray, III, J. R. Hope, J. R. Meyer,
R. W. Rothand R. D. Simmons.
(OVER)
<PAGE>
[X] PLEASE MARK YOUR 1395
VOTE AS IN THIS
EXAMPLE.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ALL OF THE BOARD
OF DIRECTORS' NOMINEES AND FOR PROPOSAL 2.
- --------------------------------------------------------------------------------
If no direction is made or if you vote "FOR" the election
of the nominees as directors, the proxies will allocate
votes in their discretion among the nominees, unless
otherwise specified.
FOR WITHHELD
1. Election of [ ] [ ] To distribute your votes on a cumulative
Directors basis, write below the name(s) of the
(see reverse) nominee (s) you wish to vote for and
the number of votes you wish to cast for
each
- ------------------------------------ -----------------------------------------
The Board recommends a vote FOR
proposal 2
FOR AGAINST ABSTAIN
2. Ratify appointment of [ ] [ ] [ ]
Deloitte & Touche as
independent auditors.
- --------------------------------------------------------------------------------
Please sign exactly as name appears hereon. Joint owners should each sign. When
signing as an attorney, executor, administrator, trustee or guardian, please
give full title as such.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SIGNATURE(S) DATE
<PAGE>
(LOGO OF UNION PACIFIC
CORPORATION APPEARS HERE)
P MARTIN TOWER
R EIGHTH AND EATON AVENUES
O BETHLEHEM, PA 18018
X
Y
PROXY
SOLICITED BY BOARD OF DIRECTORS
ANNUAL MEETING MAY 11, 1994
SALT LAKE CITY, UTAH
The UNDERSIGNED hereby appoints DREW LEWIS and JUDY L. SWANTAK as Proxies,
each with the power to appoint a substitute, and hereby authorizes them to
represent and to vote all the shares of stock of UNION PACIFIC CORPORATION
which the undersigned is entitled to vote at the annual meeting of
stockholders to be held on May 11, 1994 or any adjournment thereof as
indicated upon all matters referred to on the reverse side and described in
the proxy statement for the meeting, and, in their discretion, upon any
other matters that may properly come before the meeting.
Election of Directors
NOMINEES: S. F. Eccles, W. H. Gray, III, J. R. Hope, J. R. Meyer,
R. W. Roth and R. D. Simmons
(OVER)
<PAGE>
1758
/X/ PLEASE MARK YOUR
VOTE AS IN THIS
EXAMPLE.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ALL OF THE BOARD
OF DIRECTORS' NOMINEES AND FOR PROPOSAL 2.
If no direction is made or if you vote "FOR" the election of the nominees as
directors, the proxies will allocate votes in their discretion among the
nominees, unless otherwise specified.
FOR WITHHELD
1. Election of Directors (see reverse) / / / /
For, except vote withheld from the following nominee(s):
To distribute your votes on a cumulative basis, write below the name(s) of the
nominee(s) you wish to vote for and the number of votes you wish to cast for
each
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
THE BOARD RECOMMENDS A VOTE FOR PROPOSAL 2.
FOR AGAINST ABSTAIN
2. Ratify appointment of Deloitte & Touche
as independent auditors. / / / / / /
Please sign exactly as name appears hereon. Joint owners should each sign. When
signing as an attorney, executor, administrator, trustee or guardian, please
give full title as such.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SIGNATURE(S) DATE
<PAGE>
UNION PACIFIC CORPORATION
VOTING INSTRUCTIONS FOR
ANNUAL MEETING MAY 11, 1994
SALT LAKE CITY, UTAH
To Boatmen's National Bank:
The UNDERSIGNED hereby instructs you to vote, in person or by proxy, all the
shares of stock of UNION PACIFIC CORPORATION which were allocated to my
Missouri Pacific Corporation Employee Stock Ownership Plan account as of
March 3, 1994 at the annual meeting of stockholders to be held on May 11,
1994 or any adjournment thereof as indicated upon all matters referred to on
the reverse side of this card and described in the proxy statement for the
meeting.
Election of Directors
NOMINEES: S. F. Eccles, W. H. Gray, III, J. R. Hope, J. R. Meyer,
R. W. Rothand R. D. Simmons.
This card when properly executed will be voted in the manner directed
herein. If no direction is made, this card will be voted FOR all of the
Board of Directors' nominees and FOR proposal 2. If you do not return this
card, your shares will not be voted by the Trustee.
(OVER)
<PAGE>
/X/ PLEASE MARK YOUR
VOTE AS IN THIS
EXAMPLE.
If no direction is made or if you vote "FOR" the election of the nominees as
directors, your votes will be allocated equally among the nominees, unless
otherwise specified.
FOR WITHHELD
1. Election of
Directors / / / /
(see reverse)
For, except vote withheld from the following nominee(s):
To distribute your votes on a cumulative basis, write below the name(s) of the
nominee(s) you wish to vote for and the number of votes you wish to cast for
each
--------------------------------------------------
-------------------------------------------------
THE UNION PACIFIC BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 2.
FOR AGAINST ABSTAIN
2. Ratify appointment of Deloitte & Touche
as independent auditors. / / / / / /
DATE
- ---------------------------------------------------- -------------------
Signature of Member 1994
<PAGE>
UNION PACIFIC CORPORATION
VOTING INSTRUCTIONS FOR
ANNUAL MEETING MAY 11, 1994
SALT LAKE CITY, UTAH
To Citibank N.A.:
The UNDERSIGNED hereby instructs you to vote, in person or by proxy, all the
shares of stock of UNION PACIFIC CORPORATION which were allocated to my
Union Pacific Corporation Employee Stock Ownership Plan account as of March
3, 1994 at the annual meeting of stockholders to be held on May 11, 1994 or
any adjournment thereof as indicated upon all matters referred to on the
reverse side of this card and described in the proxy statement for the
meeting.
Election of Directors
NOMINEES: S. F. Eccles, W. H. Gray, III, J. R. Hope, J. R. Meyer,
R. W. Roth and R. D. Simmons
This card when properly executed will be voted in the manner directed
herein. If no direction is made, this card will be voted FOR all of the
Board of Directors' nominees and FOR proposal 2. If you do not return this
card, your shares will not be voted by the Trustee.
(OVER)
<PAGE>
/X/ PLEASE MARK YOUR
VOTE AS IN THIS
EXAMPLE.
If no direction is made or if you vote "FOR" the election of the nominees as
directors, your votes will be allocated equally among the nominees, unless
otherwise specified.
FOR WITHHELD
1. Election of Directors (see reverse) / / / /
For, except vote withhold from the following nominee(s):
To distribute your votes on a cumulative basis, write below the name(s) of the
nominee(s) you wish to vote for and the number of votes you wish to cast for
each
--------------------------------------------------
-------------------------------------------------
THE UNION PACIFIC BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 2.
FOR AGAINST ABSTAIN
2. Ratify appointment of Deloitte & Touche
as independent auditors. / / / / / /
DATE
- ------------------------------------------------- -------------------------
Signature of Member 1994
<PAGE>
To Former Missouri Pacific Stockholders:
As a result of the Union Pacific-Missouri Pacific merger, effective December
22, 1982, shares of Missouri Pacific Corporation common stock outstanding at
that time were automatically converted into shares of Union Pacific Corporation
Common and $7.25 Convertible Preferred Stock, Series A. On March 1, 1987, the
Convertible Preferred Stock was redeemed.
The fact that you have not as yet surrendered your Missouri Pacific
certificate(s) in exchange for your new Union Pacific certificates does not
affect your eligibility to vote your Union Pacific Common Stock at the Annual
Meeting of Stockholders of Union Pacific Corporation to be held on Wednesday,
May 11, 1994. However, no dividends or distribution declared on your Union
Pacific stock and no redemption proceeds from the Convertible Preferred Stock
will be paid to you until you have surrendered your Missouri Pacific
certificates to First Chicago Trust Company of New York, P.O. Box 2500, Jersey
City, NJ 07303-2500.
Proxy materials relating to your Union Pacific shares are enclosed herewith
and in connection therewith I urge you to date, sign and return your proxy card
promptly.
J. L. SWANTAK
Secretary
<PAGE>
UNION PACIFIC CORPORATION
VOTING INSTRUCTIONS FOR
ANNUAL MEETING MAY 11, 1994
SALT LAKE CITY, UTAH
To Vanguard Fiduciary Trust Company:
The UNDERSIGNED hereby instructs you to vote, in person or by proxy, all the
shares of stock of UNION PACIFIC CORPORATION which were allocated to my
Union Pacific Corporation Thrift Plan PAYSOP account as of March 3, 1994 at
the annual meeting of stockholders to be held on May 11, 1994 or any
adjournment thereof as indicated upon all matters referred to on the reverse
side of this card and described in the proxy statement for the meeting.
Election of Directors
NOMINEES: S. F. Eccles, W. H. Gray, III, J. R. Hope, J. R. Meyer,
R. W. Roth and R. D. Simmons
This card when properly executed will be voted in the manner directed
herein. If no direction is made, this card will be voted FOR all of the
Board of Directors' nominees and FOR proposal 2. If you do not return this
card, your shares will not be voted by the Trustee.
(OVER)
<PAGE>
[X] PLEASE MARK YOUR 6381
VOTE AS IN THIS
EXAMPLE.
If no direction is made or if you vote "FOR" the election of the nominees as
directors, your votes will be allocated equally among the nominees, unless
otherwise specified.
FOR WITHHELD
1. Election of [ ] [ ]
Directors
(see reverse)
For, except vote withheld from the following nominee(s):
- -----------------------------------------------------------
To distribute your votes on a cumulative basis, write below
the name(s) of the nominee(s) you wish to vote for and the
number of votes you wish to cast for each
- -----------------------------------------------------------
THE UNION PACIFIC BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 2.
FOR AGAINST ABSTAIN
2. Ratify appointment of [ ] [ ] [ ]
Deloitte & Touche as
independent auditors.
DATE
- -------------------------------------------------------------- ------------
Signature of Member 1994
<PAGE>
UNION PACIFIC CORPORATION
VOTING INSTRUCTIONS FOR
ANNUAL MEETING MAY 11, 1994
SALT LAKE CITY, UTAH
To Vanguard Fiduciary Trust Company:
The UNDERSIGNED hereby instructs you to vote, in person or by proxy, all the
shares of stock of UNION PACIFIC CORPORATION which were allocated to my
Union Pacific Corporation Thrift Plan account as of March 3, 1994 at the
annual meeting of stockholders to be held on May 11, 1994 or any adjournment
thereof as indicated upon all matters referred to on the reverse side of
this card and described in the proxy statement for the meeting.
Election of Directors
NOMINEES: S. F. Eccles, W. H. Gray, III, J. R. Hope, J. R. Meyer,
R.W. Roth and R. D. Simmons.
This card when properly executed will be voted in the manner directed
herein. If no direction is made, this card will be voted FOR all of the
Board of Directors' nominees and FOR proposal 2. If you do not return this
card, your shares will be voted by the Trustee in the same proportion as the
shares with respect to which such instructions are received.
(OVER)
<PAGE>
[X] PLEASE MARK YOUR 6348
VOTE AS IN THIS
EXAMPLE.
If no direction is made or if you vote "FOR" the election of the nominees as
directors, your votes will be allocated equally among the nominees, unless
otherwise specified.
FOR WITHHELD
1. Election of [ ] [ ]
Directors
(see reverse)
For, except vote withheld from the following nominee(s):
- -----------------------------------------------------------
To distribute your votes on a cumulative basis, write below
the name(s) of the nominee(s) you wish to vote for and the
number of votes you wish to cast for each
- -----------------------------------------------------------
THE UNION PACIFIC BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 2.
FOR AGAINST ABSTAIN
2. Ratify appointment of [ ] [ ] [ ]
Deloitte & Touche as
independent auditors.
DATE
- -------------------------------------------------------------- ------------
Signature of Member 1994
<PAGE>
UNION PACIFIC CORPORATION
VOTING INSTRUCTIONS FOR
ANNUAL MEETING MAY 11, 1994
SALT LAKE CITY, UTAH
To Vanguard Fiduciary Trust Company:
The UNDERSIGNED hereby instructs you to vote, in person or by proxy, all the
shares of stock of UNION PACIFIC CORPORATION which were allocated to my
Union Pacific Resources Company Employees Thrift Plan account as of March 3,
1994 at the annual meeting of stockholders to be held on May 11, 1994 or any
adjournment thereof as indicated upon all matters referred to on the reverse
side of this card and described in the proxy statement for the meeting.
Election of Directors
NOMINEES: S. F. Eccles, W. H. Gray, III, J. R. Hope, J. R. Meyer,
R. W. Roth and R. D. Simmons
This card when properly executed will be voted in the manner directed
herein. If no direction is made, this card will be voted FOR all of the
Board of Directors' nominees and FOR proposal 2. If you do not return this
card, your shares will be voted by the Trustee in the same proportion as the
shares with respect to which such instructions are received.
(OVER)
<PAGE>
[X] PLEASE MARK YOUR 6146
VOTE AS IN THIS
EXAMPLE.
If no direction is made or if you vote "FOR" the election of the nominees as
directors, your votes will be allocated equally among the nominees, unless
otherwise specified.
FOR WITHHELD
1. Election of [ ] [ ]
Directors
(see reverse)
For, except vote withheld from the following nominee(s):
- -----------------------------------------------------------
To distribute your votes on a cumulative basis, write below
the name(s) of the nominee(s) you wish to vote for and the
number of votes you wish to cast for each
- -----------------------------------------------------------
THE UNION PACIFIC BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 2.
FOR AGAINST ABSTAIN
2. Ratify appointment of [ ] [ ] [ ]
Deloitte & Touche as
independent auditors.
DATE
- -------------------------------------------------------------- ------------
Signature of Member 1994
<PAGE>
UNION PACIFIC CORPORATION
VOTING INSTRUCTIONS FOR
ANNUAL MEETING MAY 11, 1994
SALT LAKE CITY, UTAH
To Vanguard Fiduciary Trust Company:
The UNDERSIGNED hereby instructs you to vote, in person or by proxy, all the
shares of stock of UNION PACIFIC CORPORATION which were allocated to my
Union Pacific Resources Company Employees Thrift Plan PAYSOP account as of
March 3, 1994 at the annual meeting of stockholders to be held on May 11,
1994 or any adjournment thereof as indicated upon all matters referred to on
the reverse side of this card and described in the proxy statement for the
meeting.
Election of Directors
NOMINEES: S. F. Eccles, W. H. Gray, III, J. R. Hope, J. R. Meyer,
R. W. Roth and R. D. Simmons
This card when properly executed will be voted in the manner directed
herein. If no direction is made, this card will be voted FOR all of the
Board of Directors' nominees and FOR proposal 2. If you do not return this
card, your shares will not be voted by the Trustee.
(OVER)
<PAGE>
[X] PLEASE MARK YOUR 3030
VOTE AS IN THIS
EXAMPLE.
If no direction is made or if you vote "FOR" the election of the nominees as
directors, your votes will be allocated equally among the nominees, unless
otherwise specified.
FOR WITHHELD
1. Election of [ ] [ ]
Directors
(see reverse)
For, except vote withheld from the following nominee(s):
- -----------------------------------------------------------
To distribute your votes on a cumulative basis, write below
the name(s) of the nominee(s) you wish to vote for and the
number of votes you wish to cast for each
- -----------------------------------------------------------
THE UNION PACIFIC BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 2.
FOR AGAINST ABSTAIN
2. Ratify appointment of [ ] [ ] [ ]
Deloitte & Touche as
independent auditors.
DATE
- -------------------------------------------------------------- ------------
Signature of Member 1994
<PAGE>
UNION PACIFIC CORPORATION
VOTING INSTRUCTIONS FOR
ANNUAL MEETING MAY 11, 1994
SALT LAKE CITY, UTAH
To Vanguard Fiduciary Trust Company:
The UNDERSIGNED hereby instructs you to vote, in person or by proxy, all the
shares of stock of UNION PACIFIC CORPORATION which were allocated to my
Union Pacific Agreement Employee 401(k) Retirement Thrift Plan account as of
March 3, 1994 at the annual meeting of stockholders to be held on May 11,
1994 or any adjournment thereof as indicated upon all matters referred to on
the reverse side of this card and described in the proxy statement for the
meeting.
Election of Directors
NOMINEES: S. F. Eccles, W. H. Gray, III, J. R. Hope, J. R. Meyer,
R. W. Roth and R. D. Simmons
This card when properly executed will be voted in the manner directed
herein. If no direction is made, this card will be voted FOR all of the
Board of Directors' nominees and FOR proposal 2. If you do not return this
card, your shares will be voted by the Trustee in the same proportion as the
shares with respect to which such instructions are received.
(OVER)
<PAGE>
[X] PLEASE MARK YOUR 6323
VOTE AS IN THIS
EXAMPLE.
If no direction is made or if you vote "FOR" the election of the nominees as
directors, your votes will be allocated equally among the nominees, unless
otherwise specified.
FOR WITHHELD
1. Election of [ ] [ ]
Directors
(see reverse)
For, except vote withheld from the following nominee(s):
- -----------------------------------------------------------
To distribute your votes on a cumulative basis, write below
the name(s) of the nominee(s) you wish to vote for and the
number of votes you wish to cast for each
- -----------------------------------------------------------
THE UNION PACIFIC BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 2.
FOR AGAINST ABSTAIN
2. Ratify appointment of [ ] [ ] [ ]
Deloitte & Touche as
independent auditors.
DATE
- -------------------------------------------------------------- ------------
Signature of Member 1994
<PAGE>
UNION PACIFIC CORPORATION
VOTING INSTRUCTIONS FOR
ANNUAL MEETING MAY 11, 1994
SALT LAKE CITY, UTAH
To Vanguard Fiduciary Trust Company:
The UNDERSIGNED hereby instructs you to vote, in person or by proxy, all the
shares of stock of UNION PACIFIC CORPORATION which were allocated to my
Union Pacific Fruit Express Company Agreement Employee 401(k) Retirement
Thrift Plan account as of March 3, 1994 at the annual meeting of
stockholders to be held on May 11, 1994 or any adjournment thereof as
indicated upon all matters referred to on the reverse side of this card and
described in the proxy statement for the meeting.
Election of Directors
NOMINEES: S. F. Eccles, W. H. Gray, III, J. R. Hope, J. R. Meyer,
R. W. Roth and R. D. Simmons
This card when properly executed will be voted in the manner directed
herein. If no direction is made, this card will be voted FOR all of the
Board of Directors' nominees and FOR proposal 2. If you do not return this
card, your shares will be voted by the Trustee in the same proportion as the
shares with respect to which such instructions are received.
(OVER)
<PAGE>
[X] PLEASE MARK YOUR 1965
VOTE AS IN THIS
EXAMPLE.
If no direction is made or if you vote "FOR" the election of the nominees as
directors, your votes will be allocated equally among the nominees, unless
otherwise specified.
FOR WITHHELD
1. Election of [ ] [ ]
Directors
(see reverse)
For, except vote withheld from the following nominee(s):
- -----------------------------------------------------------
To distribute your votes on a cumulative basis, write below
the name(s) of the nominee(s) you wish to vote for and the
number of votes you wish to cast for each
- -----------------------------------------------------------
THE UNION PACIFIC BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 2.
FOR AGAINST ABSTAIN
2. Ratify appointment of [ ] [ ] [ ]
Deloitte & Touche as
independent auditors.
DATE
- -------------------------------------------------------------- ------------
Signature of Member 1994
<PAGE>
UNION PACIFIC CORPORATION
VOTING INSTRUCTIONS FOR
ANNUAL MEETING MAY 11, 1994
SALT LAKE CITY, UTAH
To Vanguard Fiduciary Trust Company:
The UNDERSIGNED hereby instructs you to vote, in person or by proxy, all the
shares of stock of UNION PACIFIC CORPORATION which were allocated to my
USPCI, Inc., Savings Plan account as of March 3, 1994 at the annual meeting
of stockholders to be held on May 11, 1994 or any adjournment thereof as
indicated upon all matters referred to on the reverse side of this card and
described in the proxy statement for the meeting.
Election of Directors
NOMINEES: S. F. Eccles, W. H. Gray, III, J. R. Hope, J. R. Meyer,
R. W. Roth and R. D. Simmons
This card when properly executed will be voted in the manner directed
herein. If no direction is made, this card will be voted FOR all of the
Board of Directors' nominees and FOR proposal 2. If you do not return this
card, your shares will be voted by the Trustee in the same proportion as the
shares with respect to which such instructions are received.
(OVER)
<PAGE>
[X] PLEASE MARK YOUR 1964
VOTE AS IN THIS
EXAMPLE.
If no direction is made or if you vote "FOR" the election of the nominees as
directors, your votes will be allocated equally among the nominees, unless
otherwise specified.
FOR WITHHELD
1. Election of [ ] [ ]
Directors
(see reverse)
For, except vote withheld from the following nominee(s):
- -----------------------------------------------------------
To distribute your votes on a cumulative basis, write below
the name(s) of the nominee(s) you wish to vote for and the
number of votes you wish to cast for each
- -----------------------------------------------------------
THE UNION PACIFIC BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 2.
FOR AGAINST ABSTAIN
2. Ratify appointment of [ ] [ ] [ ]
Deloitte & Touche as
independent auditors.
DATE
- -------------------------------------------------------------- ------------
Signature of Member 1994
<PAGE>
VANGUARD FIDUCIARY TRUST COMPANY
March 22, 1994
TO: MEMBERS OF THE UNION PACIFIC CORPORATION THRIFT PLAN, UNION PACIFIC
RESOURCES COMPANY EMPLOYEES' THRIFT PLAN, UNION PACIFIC AGREEMENT
EMPLOYEE 401(k) RETIREMENT THRIFT PLAN, UNION PACIFIC FRUIT EXPRESS
COMPANY AGREEMENT EMPLOYEE 401(k) RETIREMENT THRIFT PLAN OR USPCI,
INC. SAVINGS PLAN:
Enclosed are (1) Notice of Annual Meeting of Stockholders of Union
Pacific Corporation to be held May 11, 1994 and Proxy Statement, and (2)
Voting Instruction Card.
As a member of one of the above Plans, you are entitled to instruct us,
as Trustee, to vote the number of shares of Union Pacific Corporation common
stock credited to your account, whether or not you are vested with respect to
such shares.
The Instruction Card we have enclosed is for your use in giving us
confidential voting instructions on matters to come before the Annual Meeting,
- --------------------------------
as described in the enclosed Notice. Please mark your instructions and date,
sign and return this Card in the enclosed postage-paid envelope as promptly as
--------------
possible.
- --------
If you participate in the Union Pacific Corporation Thrift Plan or the
Union Pacific Resources Company Employees' Thrift Plan and have PAYSOP shares
allocated to your account, you will receive two Cards: one for your Thrift
Plan shares and one for your PAYSOP shares. Both cards should be returned in
the enclosed envelope.
Vanguard Fiduciary Trust Company
<PAGE>
Citibank, N.A. 11 Wall Street
New York, NY
10043
March 22, 1994
TO: MEMBERS OF THE UNION PACIFIC CORPORATION
EMPLOYEE STOCK OWNERSHIP PLAN
Enclosed are (1) Notice of Annual Meeting of Stockholders of Union
Pacific Corporation to be held May 11, 1994 and Proxy Statement, and (2)
Voting Instructions Card.
As a member of the Union Pacific Corporation Employee Stock Ownership
Plan, you are entitled to instruct us, as Trustee, to vote the number of
shares of Union Pacific Corporation common stock credited to your account,
whether or not you are vested with respect thereto.
The Instructions Card we have enclosed is for your use in giving us
confidential voting instructions on matters to come before the Annual Meeting,
- --------------------------------
as described in the enclosed Notice. Please mark your vote, date, sign and
return this card to Citibank, N.A., in the enclosed postage-paid envelope
as promptly as possible.
- -----------------------
UNION PACIFIC CORPORATION
EMPLOYEE STOCK OWNERSHIP PLAN
CITIBANK, N.A. TRUSTEE
/s/ John P. Grosch
--------------------------------------
JOHN P. GROSCH, VICE PRESIDENT
<PAGE>
MISSOURI PACIFIC CORPORATION
MARTIN TOWER
EIGHTH AND EATON AVENUES
BETHLEHEM, PA 18018
March 22, 1994
To: PARTICIPANTS IN THE MISSOURI PACIFIC CORPORATION
EMPLOYEE STOCK OWNERSHIP PLAN (TRASOP)
Enclosed are the following:
(1) Notice of Annual Meeting of Stockholders of Union Pacific
Corporation to be held May 11, 1994, and Proxy Statement; and
(2) Voting Instructions Card.
This material is sent to you as a participant in the Missouri Pacific
Corporation Employee Stock Ownership Plan.
You are entitled to vote the number of shares of Union Pacific Common
Stock credited to your account. The Instructions Card is enclosed for your
use in giving your confidential voting instructions on matters to come before
the annual meeting, as described in the enclosed Notice. Please mark your
instructions, date, sign and return this Card to First Chicago Trust Company
of New York, as Agent for Boatmen's National Bank, in the enclosed envelope as
promptly as possible.
/s/ Ursula F. Fairbairn
-------------------------------
URSULA F. FAIRBAIRN
Plan Administrator
