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SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 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) February 26, 1998 Union Pacific Corporation (Exact Name of Registrant as Specified in Charter) Utah 1-6075 13-2626465 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 1717 Main Street, Suite 5900, Dallas, Texas 75201 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (214) 743-5600 Item 5. Other Events. Attached as an Exhibit is the Press Release issued issued by Union Pacific Corporation on February 26, 1998, which is incorporated herein by reference. Item 7. Financial Statements and Exhibits. (c) Exhibits. 99 Press Release dated February 26, 1998 describing first quarter 1998 results and current actions taken by Union Pacific Corporation's Board of Directors. 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. February 26, 1998 UNION PACIFIC CORPORATION By:/S/ Carl W. von Bernuth ----------------------- Name: Carl W. von Bernuth Title: Senior Vice President, General Counsel & Corporate Secretary Exhibit Index ------------- Exhibit Description ------- ----------- 99 Press Release dated February 26, 1998 describing first quarter 1998 results and current actions taken by Union Pacific Corporation's Board of Directors.
EXHIBIT 99
UNION PACIFIC ANNOUNCES DIVIDEND REDUCTION, EQUITY
OFFERING; FIRST QUARTER LOSS EXPECTED
Dallas, TX, February 26 -- Union Pacific Corporation announced today that its
previously reported traffic congestion-related problems and the costs of
implementing its recovery plan are likely to result in a first quarter loss.
The company also announced that its Board of Directors has taken steps to
ensure that its Union Pacific Railroad subsidiary maintains the financial
flexibility critical to funding its capital improvement programs and
restoring quality service to its customers.
The Board declared a first quarter 1998 common stock dividend of 20
cents per share, down from the 43 cents declared in the previous quarter.
This would reduce the corporation's cash requirements by approximately $230
million on an annualized basis.
In addition, the company announced that it plans to issue equity-related
securities at a later date to guarantee the funds needed to restore
quality service to customers and to meet future growth opportunities.
"While we regret not being able to maintain the high dividend payout
ratio for our shareholders, we feel it is critical to make the investment
necessary to meet the needs of our customers and to ensure the long-term
growth of our company," said Dick Davidson, chairman and chief executive
officer. "We realize these are strong measures, but they are absolutely
essential to provide the financial flexibility we need to fund capital
spending on the Union Pacific Railroad's critical merger-related projects,
especially in the Texas-Louisiana area."
Davidson added that the funds raised through these steps would help
underwrite needed rail yard expansions, double and triple tracking of key
rail corridors and other facilities identified in the company's capital
budget program. These projects are part of the Railroad's overall plan to
strengthen rail infrastructure, particularly in the Gulf Coast area, and to
provide the improvements necessary to meet customers' longer term service and
capacity requirements.
Union Pacific is continuing to work through implementation of
directional running in the Houston to St. Louis corridor, using the UP tracks
for northbound service and former Southern Pacific tracks for southbound
traffic. The transition to directional running is a complex process that
involves changing the function of numerous yards and making new train
assignments, as well as training and qualifying hundreds of crew members on
new territories. Directional running is part of a broader program designed
to alleviate congestion, expand capacity and restore quality service to
customers.
"Congestion difficulties persist in the Houston/Gulf Coast area as we
work through the directional running transition," Davidson said. "We are
devoting every available resource to that effort."
(This press release contains forward-looking statements within the
meaning of the Securities Act of 1933 and the Securities Exchange Act of
1934. Such forward-looking information is based on information available at
this time and is subject to risks and uncertainties that could cause actual
results to differ materially from those expressed herein. Important factors
that could cause such differences include, but are not limited to, whether
the Railroad is fully successful in overcoming its congestion-related
problems and implementing its Service Recovery Plan, industry competition,
regulatory developments, natural events such as floods and earthquakes, the
effects of adverse general economic
conditions, fuel prices, labor strikes, the impact of the year 2000 systems
problems and the ultimate outcome of shipper claims related to congestion,
environmental investigations or proceedings and other types of claims and
litigations.)