As filed with the Securities and Exchange Commission on November 25, 2002.
Registration No. 333-
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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)
MOTOR CARGO INDUSTRIES, INC.
EMPLOYEE STOCK PURCHASE PLAN
(Full title of plan)
CARL W. VON BERNUTH
SENIOR VICE PRESIDENT, GENERAL COUNSEL
AND SECRETARY
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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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
BE REGISTERED REGISTERED SHARE (1) PRICE (1) REGISTRATION FEE
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Common Stock, Par
Value $2.50 Per Share 100,000 $56.98 $5,698,000.00 $524.00
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Plan Interests (2) (2) (2) (2)
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(1) Estimated pursuant to paragraphs(c) and (h) of Rule 457 solely for
purpose of calculating the registration fee based upon the average of
the high and low sales price of Common Stock on November 22, 2002.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the Motor Cargo Industries,
Inc. Employee Stock Purchase Plan. These securities have no offering
price and therefore, pursuant to Rule 457(h)(2), no separate
registration fee is required.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
*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.
The following documents, which have been filed previously by the 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 for the fiscal year
ended December 31, 2001;
(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, 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
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.
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The financial statements and the related financial statement schedule
incorporated in this Registration Statement by reference from the Company's
Annual Report on Form 10-K for the year ended December 31, 2001 have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
report which is incorporated herein by reference, and has 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.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
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.
Item 7. Exemption from Registration Claimed.
Not applicable.
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Item 8. Exhibits.
The exhibits filed as part of this Registration Statement are as
follows:
Exhibit Number Exhibit
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4 - Motor Cargo Industries, Inc. Employee Stock Purchase Plan
5 - Opinion of James J. Theisen, Jr., Esq.
23.1 - Consent of Deloitte & Touche LLP
23.2 - Consent of James J. Theisen, Jr., Esq. (included in
Exhibit 5 above)
24 - Powers of Attorney
Item 9. Undertakings.
(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.
(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.
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(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 25th day of
November, 2002.
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 25th day of November, 2002,
by the following persons in the capacities indicated.
Signature Title
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/s/ Richard K. Davidson Chairman of the Board, President, Chief
----------------------------------- Executive Officer and Director
(Richard K. Davidson) (Principal Executive Officer)
/s/ James R. Young Executive Vice President - Finance
----------------------------------- (Principal Financial Officer)
(James R. Young)
/s/ Richard J. Putz Vice President and Controller
----------------------------------- (Principal Accounting Officer)
(Richard J. Putz)
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Philip F. Anschutz Director )
Thomas J. Donohue Director ) By: /s/ Thomas E. Whitaker
Archie W. Dunham Director ) -----------------------------
Ivor J. Evans Director ) (Thomas E. Whitaker
Elbridge T. Gerry, Jr. Director ) as Attorney-in-Fact)
Judith Richards Hope Director )
Richard J. Mahoney Director )
Steven R. Rogel Director )
Ernesto Zedillo Ponce de Leon Director )
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INDEX TO EXHIBITS
Exhibit
Number Exhibit
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4 - Motor Cargo Industries, Inc. Employee Stock Purchase Plan
5 - Opinion of James J. Theisen, Jr., Esq.
23.1 - Consent of Deloitte & Touche LLP
23.2 - Consent of James J. Theisen, Jr., Esq. (included in Exhibit 5 above)
24 - Powers of Attorney
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