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):
October 19, 1998
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)
1717 Main Street, Suite 5900, Dallas, Texas 75201
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:
(214) 743-5600
N/A
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Former Name or Former Address, if Changed Since Last Report
Item 5. Other Events.
On September 14, 1998, a shareholder of Union Pacific Corporation
(the "Company") filed a purported derivative action on behalf of the
Company in the District Court for Tarrant County, Texas, captioned Stepak
v. Lewis, Cause No. 342-175282-98 (District Court of Tarrant County,
Texas), naming as defendants the Company, the Company's principal rail
subsidiary, Union Pacific Railroad Company ("UPRR"), and the current and
certain former directors of the Company. The derivative action alleges,
among other things, that the named current and former directors breached
their fiduciary duties to the Company by approving and implementing the
merger of Southern Pacific Transportation Company and its affiliated
railroads with UPRR without informing themselves of its impact or ensuring
that adequate controls were put in place and by causing the Company to make
misrepresentations about its service problems to the financial markets and
regulatory authorities. The defendants believe that these claims are
without merit and intend to defend them vigorously.
Item 7. Financial Statements and Exhibits.
The following document is being filed in connection with, and
incorporated by reference in, the Company's Registration Statement on
Form S-3 (File No. 333-18345), which was declared effective on December 30,
1996, and the Company's Registration Statement on Form S-3 (File
No. 333-54009), which was declared effective on June 4, 1998.
(c) Exhibits.
Exhibit Description
1.1 Distribution Agreement, dated
October 19, 1998, relating to
Union Pacific Corporation
Medium Term Notes, Series E.
4.4 Form of Fixed Rate Note.
4.5 Form of Floating Rate Note.
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: October 19, 1998
UNION PACIFIC CORPORATION
By: _____________________
Carl W. von Bernuth
Senior Vice President,
General Counsel and
Secretary
EXHIBIT INDEX
Exhibit Description
1.1 Distribution Agreement, dated October 19,
1998, relating to Union Pacific Corporation
Medium Term Notes, Series E.
4.4 Form of Fixed Rate Note.
4.5 Form of Floating Rate Note.