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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 1, 1998
Union Pacific Corporation
(Exact Name of Registrant as Specified in its Charter)
Utah 1-6075 13-2626465
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
1717 Main Street, Suite 5900, Dallas, Texas 75201
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (214) 743-5600
N/A
Former Name or Former Address, if Changed Since Last Report
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Item 9. Sales of Equity Securities Pursuant to Regulation S.
On April 1, 1998, Union Pacific Capital Trust (the "Trust"), a
statutory business trust formed under the laws of the State of Delaware and
a subsidiary of Union Pacific Corporation (the "Company"), closed a private
placement of $1.5 billion in aggregate amount of 6-1/4% Convertible Preferred
Securities Term Income Deferrable Equity Securities (TIDES)SM (the
"Convertible Preferred Securities"), with a liquidation amount of $50 per
each of the Convertible Preferred Securities. Each of the Convertible
Preferred Securities is convertible, at the option of the holder thereof,
into shares of the Company's common stock, par value $2.50 per share (the
"Company Common Stock"), at the rate of 0.7257 shares of Company Common Stock
for each of the Convertible Preferred Securities, equivalent to a conversion
price of $68.90 per share of Company Common Stock, subject to adjustment
under certain circumstances. The Company owns all of the common securities
of the Trust.
The initial purchasers of the Convertible Preferred Securities (the
"Initial Purchasers") were Credit Suisse First Boston Corporation; Merrill
Lynch, Pierce, Fenner & Smith Incorporated; Smith Barney Inc.; and Schroder
& Co. Inc. The Initial Purchasers resold 57,500 of the Convertible Preferred
Securities (the "Regulation S Securities") outside the United States to
certain persons other than U.S. persons in reliance on Regulation S under the
Securities Act of 1933, as amended. The Regulation S Securities were sold
for their liquidation amount of $50 each or $2,875,000 in the aggregate. In
connection with the purchase of the Regulation S Securities, the Company paid
the Initial Purchasers a commission equal to 2-1/4% of the purchase price of
the Regulation S Securities, or $64,687.50 in the aggregate.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Union
Pacific Corporation has duly caused this Report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated: April 20, 1998
UNION PACIFIC CORPORATION
By: /s/ Carl W. von Bernuth
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Carl W. von Bernuth
Senior Vice President,
General Counsel and
Secretary
