SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): June 5, 2003
Union Pacific Corporation
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Utah 1-6075 13-2626465
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(STATE OR OTHER (COMMISSION (I.R.S. EMPLOYER
JURISDICTION OF FILE NUMBER) IDENTIFICATION NO.)
INCORPORATION)
1416 Dodge Street, Omaha, Nebraska 68179
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (402) 271-5777
N/A
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
Item 5. Other Events.
On June 2, 2003, Union Pacific Corporation (the "Company") agreed to
make a public offering of $300,000,000 aggregate principal amount of its 3.625%
Notes due 2010 (the "Notes") and $200,000,000 aggregate principal amount of its
5.375% Debentures due 2033 (the "Debentures"), pursuant to an Underwriting
Agreement with Citigroup Global Markets Inc., Credit Suisse First Boston LLC and
Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "Underwriting
Agreement"), as representatives of BNP Paribas Securities Corp., J.P. Morgan
Securities Inc., Morgan Stanley & Co. Incorporated, Banc of America Securities
LLC, Banc One Capital Markets, Inc. and Barclays Capital Inc., the additional
underwriters of the offering. The sale of the Notes and the Debentures has been
registered under the Securities Act of 1933, as amended (the "Act"), by a
Registration Statement on Form S-3 (Registration No. 333-88666) filed with the
Securities and Exchange Commission (the "SEC") by the Company, which was
declared effective by the SEC on July 19, 2002 (the "Registration Statement").
The form of the Underwriting Agreement was filed as an exhibit to the
Registration Statement, and the Prospectus regarding the offering was filed with
the SEC under Rule 424(b)(5) of the Act. A Prospectus Supplement pertaining to
the offering was filed with the SEC on June 4, 2003.
Attached to this report as Exhibit 5 is an opinion regarding the
issuance of the Notes and the Debentures on June 5, 2003, which is being
delivered in connection with the offering. The opinion is delivered by James J.
Theisen, Jr., Senior Corporate Counsel of the Company, and supplements the
opinion delivered in connection with the filing of, and included as an exhibit
to, the Registration Statement.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
5 Opinion and consent of James J. Theisen, Jr.,
Esquire, counsel to the Company.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: June 5, 2003
UNION PACIFIC CORPORATION
By: /s/ Carl W. von Bernuth
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Carl W. von Bernuth
Senior Vice President,
General Counsel and Secretary
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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5 Opinion and consent of James J. Theisen, Jr., Esquire, counsel to the Company.