PROSPECTUS SUPPLEMENT NO. 5
(TO PROSPECTUS DATED JULY 28, 1998)
30,000,000 CONVERTIBLE PREFERRED SECURITIES
UNION PACIFIC CAPITAL TRUST
6-1/4% Convertible Preferred Securities
(liquidation amount $50 per Convertible Preferred Security)
Guaranteed to the extent set forth herein by,
and convertible into common stock of,
UNION PACIFIC CORPORATION
This Prospectus Supplement No. 5 supplements and amends the Prospectus
dated July 28, 1998, as amended by Prospectus Supplement No.1 dated August
28,1998, Prospectus Supplement No. 2 dated September 28, 1998, Prospectus
Supplement No. 3 dated April 28, 1999 and Prospectus Supplement No. 4 dated
July 30, 1999 (as amended, the "Prospectus") relating to the 6-1/4%
Convertible Preferred Securities (liquidation amount $50 per Convertible
Preferred Security) (the "Convertible Preferred Securities") representing
undivided preferred beneficial ownership interests in the assets of Union
Pacific Capital Trust, a statutory business trust created under the laws of
the State of Delaware (the "Trust"), and the shares of common stock, par
value $2.50 per share (the "Common Stock"), of Union Pacific Corporation, a
Utah corporation (the "Company"), issuable upon conversion of the
Convertible Preferred Securities.
The table on pages 49 through 56 of the Prospectus, which set forth
information with respect to the Selling Holders (as defined in the
Prospectus) and the respective number of Convertible Preferred Securities
beneficially owned by each Selling Holder that may be offered pursuant to
the Prospectus is hereby amended as follows:
The deletion on page 56 of the Prospectus of:
"Any Other Holder of Convertible Preferred Securities or Future
Transferee from any such Holder . . . . . . . . . . . . 13,209"
and the substitution therefor of the following Selling Holder (the
transferee of Convertible Preferred Securities from Selling Holders who are
believed to have been previously listed in the Prospectus, as supplemented
and amended through the date hereof):
"ABN-AMRO Incorporated. . . . . . . . . . . . . . . . . 390,000"
The Prospectus, together with this Prospectus Supplement No. 5,
constitutes the prospectus required to be delivered by Section 5(b) of the
Securities Act of 1933, as amended, with respect to offers and sales of the
Convertible Preferred Securities and the Common Stock issuable upon
conversion of the Convertible Preferred Securities.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus Supplement is October 12, 1999.
