Page 1 of 21 pages; Index To Exhibits Is On Page 8 As filed with the Securities
and Exchange Commission on August 1, 2000
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Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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UNION PACIFIC CORPORATION
(Exact name of registrant as specified in its charter)
Utah 13-2626465
(State or other jurisdiction of (I.R.S.Employer Identification No.)
incorporation or organization)
1416 Dodge Street
Omaha, NE 68179
(Address of Principal Executive Offices) (Zip Code)
Union Pacific Corporation 2000 Directors Stock Plan
(Full title of plan)
CARL W. VON BERNUTH
Senior Vice President and General Counsel
UNION PACIFIC CORPORATION
1416 Dodge Street
Omaha, NE 68179
(402) 271-5777
(Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of Amount to Proposed Proposed Amount of
securities to be maximum maximum registration
be registered registered offering aggregate fee
price per offering
share(1) price (1)
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Common Stock
Par Value 550,000 $40.0625 $22,034,375 $5,818.00
$2.50 Per
Share
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(1)Estimated pursuant to paragraphs (c) and (h) of Rule 457 solely for purposes
of calculating the registration fee based upon the average of the high and
low sales price of Common Stock on July 26, 2000.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
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Item 2. Registrant Information and Employee Plan Annual Information.*
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*Information required by Part I of Form S-8 to be contained in the
Section 10(a) prospectus is omitted from this Registration Statement in
accordance with Rule 428 under the Securities Act of 1933, as amended (the
"Securities Act"), and the Note to Part I of Form S-8. The document(s)
containing such information will be sent or given to participating employees as
specified in Rule 428(b)(1) of the Securities Act. These documents and the
documents incorporated by reference into this Registration Statement pursuant to
Item 3 of Part II of this Registration Statement, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The following documents, which have been filed previously by Union
Pacific Corporation ("the Company") with the Securities and Exchange Commission
(the "Commission"), are incorporated by reference in this Registration Statement
and made a part hereof:
(a) The Company's Annual Report on Form 10-K, as amended,
for the fiscal year ended December 31, 1999;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")
since the end of the fiscal year covered by the Annual Report
referred to in (a) above; and
(c) The description of the Common Stock of the Company, par value $2.50
per share, that is contained in the Company's Registration Statement
filed under the Exchange Act under File No. 1-6075, including all
amendments or reports filed for the purpose of updating such
description.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be part hereof
from the date of filing of such documents.
For purposes of this Registration Statement, any statement contained in
a document incorporated or deemed to be incorporated by reference shall be
deemed to be modified or superseded to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed to
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be incorporated herein by reference modifies or supersedes such statement in
such document. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
The financial statements incorporated by reference in this Registration
Statement from the Company's Annual Report on Form 10-K for the year ended
December 31, 1999 have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report which is incorporated herein by reference,
and have been so incorporated in reliance upon the report of such firm given
upon their authority as experts in accounting and auditing.
Item 4. Description of Securities.
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Not applicable.
Item 5. Interests of Named Experts and Counsel.
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An opinion stating that the securities registered hereunder, when issued
in accordance with the provisions of the Plan, will be valid and binding
obligations of the Company has been rendered to the Company on August 1, 2000 by
Ellen J. Curnes, Senior Corporate Counsel of the Company. Ms. Curnes is the
beneficial owner of 400 shares of the Company's Common Stock granted under the
Company's 1993 Stock Option and Retention Stock Plan and holds options to
purchase 1,000 additional shares of the Company's Common Stock.
Item 6. Indemnification of Directors and Officers.
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The Company is a Utah corporation. Section 16-10a-901 et seq. of the
Revised Business Corporation Act of Utah grants to a corporation the power and
in certain cases requires corporations to indemnify a person made a party to a
lawsuit or other proceeding because such person is or was a director or officer.
A corporation is further empowered to purchase insurance on behalf of any person
who is or was a director or officer against any liability asserted against him
or her and incurred by him or her in such capacity or arising out of his or her
status as such capacity. The Company's By-Laws provide for mandatory
indemnification of its directors, officers and employees in certain
circumstances. The Company maintains insurance on behalf of directors and
officers against liability asserted against them arising out of their status as
such.
The Company's Articles of Incorporation eliminate in certain
circumstances the personal liability of directors of the Company for monetary
damages for a breach of their fiduciary duty as directors. This provision does
not eliminate the liability of a director for (i) the amount of a financial
benefit received by a director to which he or she is not entitled, (ii) an
intentional infliction of harm on the corporation or the shareholders, (iii) a
violation of Section 16-10a-842 of the Revised Business Corporation Act of Utah
(relating to the liability of directors for unlawful distributions) or (iv) an
intentional violation of criminal law.
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Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
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The exhibits filed as part of this Registration Statement are as
follows:
Exhibit Number Exhibit
5 - Opinion of Ellen J. Curnes
23.1 - Consent of Deloitte & Touche LLP
23.2 - Consent of Ellen J. Curnes (included in Exhibit 5 above)
24 - Powers of Attorney
Item 9. Undertakings.
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(a) The undersigned Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
Section do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the
Company pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement.
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(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed
to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Company's Annual Report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than
payment by the Company of expenses incurred or paid by a director,
officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Omaha, State of Nebraska on this 1st day of August,
2000.
UNION PACIFIC CORPORATION
By:/s/ Carl W. von Bernuth
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Carl W. von Bernuth
Senior Vice President,
General Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below on this 1st day of August, 2000, by
the following persons in the capacities indicated.
Signature Title
/s/ Richard K. Davidson Chairman of the Board,
------------------------------ President, Chief
(Richard K. Davidson) Executive Officer and Director
(Principal Executive Officer)
/s/ James R. Young Executive Vice
------------------------------ President - Finance
(James R. Young) (Principal Financial Officer)
/s/ Richard J. Putz Vice President and Controller
------------------------------ (Principal Accounting Officer)
(Richard J. Putz)
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Philip F. Anschutz Director )
Robert P. Bauman Director ) By:/s/ Thomas E. Whitaker
Richard B. Cheney Director ) -------------------
E. Virgil Conway Director ) (Thomas E. Whitaker
Thomas J. Donohue Director ) -------------------
Spencer F. Eccles Director ) as Attorney-in-Fact)
Ivor J. Evans Director )
Elbridge T. Gerry, Jr. Director )
Judith Richards Hope Director )
Richard J. Mahoney Director )
Richard D. Simmons Director )
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INDEX TO EXHIBITS
Exhibit
Number Exhibit
5 - Opinion of Ellen J. Curnes
23.1 - Consent of Deloitte & Touche LLP
23.2 - Consent of Ellen J. Curnes (included in Exhibit 5 above)
24 - Powers of Attorney
