<COVER>
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): March 31, 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 5. Other Events.
Attached as Exhibits are: (i) the Press Release issued by the
Surface Transportation Board of the U.S. Department of Transportation
(the "STB") on March 31, 1998, regarding the commencement of a
proceeding under its continuing oversight jurisdiction of the Union
Pacific/Southern Pacific rail merger (the "UP/SP Merger") to consider
proposals for new remedial conditions to the UP/SP Merger as they
pertain to service in the Houston, Texas/Gulf Coast area (the "Remedial
Conditions Proceeding"), which is incorporated herein by reference; and
(ii) the Press Release issued by Union Pacific Railroad Company
("UPRR"), the principal operating subsidiary of Union Pacific
Corporation, on March 31, 1998, regarding the STB's announcement
concerning the Remedial Conditions Proceeding, which is incorporated
herein by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press Release dated March 31, 1998 issued by
the STB regarding the commencement of the
Remedial Conditions Proceeding under its
continuing oversight jurisdiction of the UP/SP
Merger.
99.2 Press Release dated March 31, 1998 issued by
UPRR regarding the STB's announcement
concerning the Remedial Conditions Proceeding.
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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: March 31, 1998
UNION PACIFIC CORPORATION
By:/s/ Joseph E. O'Connor, Jr.
---------------------------
Joseph E. O'Connor, Jr.
Vice President and Controller
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EXHIBIT INDEX
Exhibit Description
99.1 Press Release dated March 31, 1998 issued by the STB
regarding the commencement of the Remedial Conditions
Proceeding under its continuing oversight jurisdiction
of the UP/SP Merger.
99.2 Press Release dated March 31, 1998 issued by UPRR
regarding the STB's announcement concerning the Remedial
Conditions Proceeding.
EXHIBIT 99.1
FOR RELEASE: Contact: Dennis Watson
Tuesday, March 31, 1998 (202) 565-1596
No. 98-21 TDD (202) 565-1695
www.stb.dot.gov
SURFACE TRANSPORTATION BOARD COMMENCES OVERSIGHT
PROCEEDING TO CONSIDER NEW REMEDIAL CONDITIONS TO
UP/SP MERGER FOR THE HOUSTON, TX/GULF COAST REGION
Surface Transportation Board (Board) Chairman Linda J. Morgan announced
today that the Board has initiated a proceeding under its continuing
oversight jurisdiction of the Union Pacific/Southern Pacific (UP/SP)
rail merger to consider proposals for new remedial conditions to the
merger as they pertain to service in the Houston, Texas/Gulf Coast
area.
This new proceeding arises out of the rail service crisis in that
region, spawned largely by severely congested UP/SP lines in the
Houston area. Using its emergency service authority under 49 U.S.C.
11123, the Board issued, effective through August 2, 1998, a series of
orders to mitigate this crisis by directing substantial changes to the
way in which service is provided in and around Houston. The service
changes that the Board directed, however, could only be short-term
measures designed to restore service without producing more congestion
or additional service disruptions. Thus, the Board could not consider,
in the service order proceedings, longer-term proposals that would
compel UP/SP to transfer some of its lines and properties to potential
competitors in the region. Instead, the Board stated that it would
entertain such longer-term proposals under its continuing oversight
authority over the UP/SP merger.
Certain parties have now asked the Board to invoke its oversight
jurisdiction to consider such proposals, including the divestiture to
other rail carriers of various UP/SP lines and yards in Texas, proposed
by the Texas Mexican Railway Company and the Kansas City Southern
Railway Company (Tex Mex/KCS), and the establishment of a neutral
switching operation in the greater Houston area, proposed by the
Greater Houston Partnership (GHP) and Tex Mex/KCS. The Board found that
its 5-year oversight jurisdiction permits it to reassess whether there
is any relationship between the market power gained by UP/SP through
the merger and the service problems that have occurred in the region.
Accordingly, separate from its general oversight proceeding, which is
continuing according to schedule, the Board is commencing an additional
oversight proceeding to address the Tex Mex/KCS and GHP requests, and
others that may be made (such as by the Railroad Commission of Texas),
for new remedial conditions to the merger as they pertain solely to the
Houston/Gulf Coast area, and it has established a procedural schedule
for the submission of evidence. Parties must submit their requests for
new remedial conditions, along with their supporting evidence, by June
8, 1998. The Board will publish a notice accepting such requests by
July 8, 1998. Any person who intends to participate actively as a
"party of record" must notify the Board by July 22, 1998; afterwards,
the agency will issue a final service list. Evidence and argument
opposing requests for new conditions are due August 10, 1998; rebuttal
in support of requests for such conditions is due September 8, 1998.
The Board's decision was issued today in Union Pacific Corporation,
Union Pacific Railroad Company--Control and Merger--Southern Pacific
Rail Corporation, Southern Pacific Transportation Company, St. Louis
Southwestern Railway Company, SPCSL Corp., and The Denver and Rio
Grande Western Railroad Company, Finance Docket No. 32760 (Sub-No. 21),
Decision No. 12.
EXHIBIT 99.2
OMAHA, March 31 -- In response to the Surface Transportation
Board's proceedings announcement, Union Pacific Railroad issued the
following statement:
"The STB's order of today was the proper response to the most
recent filing of the Tex Mex/KCS asking for certain additional
conditions to be imposed upon the UP/SP merger. Upon the filing of the
Tex Mex/KCS petition, the Board is required to set a proceeding
schedule and that is essentially what the Board's order does. Union
Pacific is obviously going to participate in this proceeding and
respond as appropriate to the request of Tex Mex/KCS and any other
parties who may file similar requests."
