UNITED STATES
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 (Dat
e of earliest event reported):
September
19
, 2017 (
September
1
2
,
2017)
UNION PACIFIC CORPORATION
(Exact name of registrant as specified in its charter)
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Utah
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1-6075
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13-2626465
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of Incorporation)
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File Number)
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Identification No.)
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1400 Douglas Street, Omaha, Nebraska
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68179
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including area code:
(402) 544-5000
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 8.01 Other Events
On
September
12
, 2017, Union Pacific Corporation (the “Company”) entered into an Underwriting Agreement for the sale of $
500,000,000
in aggregate principal amount of its
3.
6
0
0
% Notes due 20
3
7
(the “20
3
7
Notes”) and $
500,000,000 in
aggregate principal amount of its
4.
1
0
0
% Notes due 20
6
7
(the “20
6
7
Notes”) (the “
20
6
7
Notes” and, together with the
20
3
7
Notes, the “Notes”). The Company registered the offering of the Notes under the Securities Act of 1933, as amended, pursuant to its shelf registration on Form S-3 (File No. 333-201958). The Notes are issuable pursuant to an Indenture, dated as of April 1, 1999 (herein called the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as successor to The Bank of New York Mellon (formerly known as The Bank of New York), as successor to JPMorgan Chase Bank, N.A. (formerly The Chase Manhattan Bank), as Trustee.
Attached as Exhibit 1.1 is the Underwriting Agreement (including the Terms Agreement), dated
September
12
, 2017, between the Company and
Barclays Capital Inc.;
Citigroup Global Markets Inc.;
Credit Suisse Securities (USA) LLC
; and Morgan Stanley & Co. LLC, as
representatives of the several underwriters named therein, pursuant to which the Company has agreed to sell, and the underwriters have agreed to purchase, subject to the terms and conditions contained therein, the Notes. Also attached as Exhibit 5.1 is an opinion of James J. Theisen, Jr., Associate General Counsel to the Company, regarding certain aspects of the legality of the Notes.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
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1.1.
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Underwriting Agreement (including Terms Agreement), dated
September
12
, 201
7
, be
tween the Company and
Barclays Capital Inc.;
Citi
group Global Markets Inc.; Credit Suisse Securities (USA) LLC;
and Morgan Stanley & Co. LLC
, as Representatives of the several underwriters named therein
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4.1.
Form of 3.
6
0
0
% Note due 20
3
7
.
4.2.
Form of 4.
1
0
0
% Note
due
20
6
7
.
5.1.
Opinion of James J. Theisen,
Jr., Associate General Counsel
to the Company regarding certain aspects of the legality of the Notes
.
23.1.
Consent of James J. Theisen, Jr. (included as part of Exhibit 5.1
).
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:
September
19
, 201
7
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UNION PACIFIC CORPORATION
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By:
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/s/
James J. Theisen, Jr
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James J. Theisen
, Jr.
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Associate General Counsel
, Chief Compliance
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Officer and Assistant Secretary
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Exhibit Index
1.1.
Underwriting
Agreement (including Terms Agreement), dated
September
12
, 201
7
, between the Company and
Barclays Capital Inc.;
Citigroup Global Markets Inc.;
Credit Suisse Securities (USA) LLC;
and Morgan Stanley & Co. LLC,
as Representatives of the several underwriters named therein.
4.1.
Form
of
3.60
0
% Note due 20
3
7
.
4.2.
Form of
4.1
0
0
% Note due 20
6
7
.
5.1.
Opinion of James J. Theisen
, Jr., Associate General Counsel to the Company regarding certain aspects of the legality of the Notes
.
23.1.
Consent of James J. Theisen, Jr. (included as part of Exhibit 5.1
).