Page 1 of 13 Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities exchange Act of 1934
(AMENDMENT NO.1)*
UNION PAC CORP
-----------------------------------------------------
(NAME OF ISSUER)
COM
-----------------------------------------------------
(TITLE OF CLASS OF SECURITIES)
907818108
-----------------------------------------------------
(CUSIP NUMBER)
December 31, 2001
-----------------------------------------------------
(Date of event which requires filing of this Statement)
NOTE: A MAJORITY OF THE SHARES REPORTED IN THIS SCHEDULE 13G ARE HELD BY
UNAFFILIATED THIRD-PARTY CLIENT ACCOUNTS MANAGED BY ALLIANCE CAPITAL
MANAGEMENT L.P., AS INVESTMENT ADVISER. (ALLIANCE CAPITAL MANAGEMENT L.P.
IS A MAJORITY-OWNED SUBSIDIARY OF AXA FINANCIAL, INC.)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
X Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be 'filed' for the purpose of Section 18 of the Securities
Exchange Act of 1934 ('Act') or otherwise subject to the liabilities
of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
(CONTINUED ON FOLLOWING PAGE(S))
CUSIP NO. 907818108 13G Page 2 of 13 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AXA Assurances I.A.R.D. Mutuelle
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [X]
(B) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
France
NUMBER OF SHARES 5. SOLE VOTING POWER 8,328,529
BENEFICIALLY
OWNED AS OF 6. SHARED VOTING POWER 5,290,053
December 31, 2001
BY EACH 7. SOLE DISPOSITIVE POWER 19,588,915
REPORTING
PERSON WITH: 8. SHARED DISPOSITIVE POWER 151,790
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 19,740,705
(Not to be construed as an admission of beneficial ownership)
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES * | |
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.9%
12. TYPE OF REPORTING PERSON *
IC
* SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 907818108 13G Page 3 of 13 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AXA Assurances Vie Mutuelle
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [X]
(B) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
France
NUMBER OF SHARES 5. SOLE VOTING POWER 8,328,529
BENEFICIALLY
OWNED AS OF 6. SHARED VOTING POWER 5,290,053
December 31, 2001
BY EACH 7. SOLE DISPOSITIVE POWER 19,588,915
REPORTING
PERSON WITH: 8. SHARED DISPOSITIVE POWER 151,790
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 19,740,705
REPORTING PERSON
(Not to be construed as an admission of beneficial ownership)
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES * | |
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.9%
12. TYPE OF REPORTING PERSON *
IC
* SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 907818108 13G Page 4 of 13 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AXA Conseil Vie Assurance Mutuelle
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [X]
(B) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
France
NUMBER OF SHARES 5. SOLE VOTING POWER 8,328,529
BENEFICIALLY
OWNED AS OF 6. SHARED VOTING POWER 5,290,053
December 31, 2001
BY EACH 7. SOLE DISPOSITIVE POWER 19,588,915
REPORTING
PERSON WITH: 8. SHARED DISPOSITIVE POWER 151,790
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 19,740,705
REPORTING PERSON
(Not to be construed as an admission of beneficial ownership)
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES * | |
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.9%
12. TYPE OF REPORTING PERSON *
IC
* SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 907818108 13G Page 5 of 13 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AXA Courtage Assurance Mutuelle
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [X]
(B) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
France
NUMBER OF SHARES 5. SOLE VOTING POWER 8,328,529
BENEFICIALLY
OWNED AS OF 6. SHARED VOTING POWER 5,290,053
December 31, 2001
BY EACH 7. SOLE DISPOSITIVE POWER 19,588,915
REPORTING
PERSON WITH: 8. SHARED DISPOSITIVE POWER 151,790
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 19,740,705
(Not to be construed as an admission of beneficial ownership)
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES * | |
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.9%
12. TYPE OF REPORTING PERSON *
IC
* SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 907818108 13G Page 6 of 13 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AXA
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ]
(B) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
France
NUMBER OF SHARES 5. SOLE VOTING POWER 8,328,529
BENEFICIALLY
OWNED AS OF 6. SHARED VOTING POWER 5,290,053
December 31, 2001
BY EACH 7. SOLE DISPOSITIVE POWER 19,588,915
REPORTING
PERSON WITH: 8. SHARED DISPOSITIVE POWER 151,790
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 19,740,705
(Not to be construed as an admission of beneficial ownership)
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES * | |
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.9%
12. TYPE OF REPORTING PERSON *
IC
* SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 907818108 13G Page 7 of 13 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AXA Financial, Inc. 13-3623351
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ]
(B) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
NUMBER OF SHARES 5. SOLE VOTING POWER 8,279,829
BENEFICIALLY
OWNED AS OF 6. SHARED VOTING POWER 5,290,053
December 31, 2001
BY EACH 7. SOLE DISPOSITIVE POWER 19,588,915
REPORTING
PERSON WITH: 8. SHARED DISPOSITIVE POWER 1,390
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 19,590,305
REPORTING PERSON
(Not to be construed as an admission of beneficial ownership)
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES * | |
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.9%
12. TYPE OF REPORTING PERSON *
HC
* SEE INSTRUCTIONS BEFORE FILLING OUT!
13G Page 8 of 13 Pages
Item 1(a) Name of Issuer:
UNION PAC CORP
Item 1(b) Address of Issuer's Principal Executive Offices:
1416 Dodge St
Omaha, NE 68179-
Item 2(a) and (b)
Name of Person Filing and Address of Principal Business Office:
AXA Conseil Vie Assurance Mutuelle,
AXA Assurances I.A.R.D Mutuelle, and
AXA Assurances Vie Mutuelle,
370, rue Saint Honore
75001 Paris, France
AXA Courtage Assurance Mutuelle
26, rue Louis le Grand
75002 Paris, France
as a group (collectively, the 'Mutuelles AXA').
AXA
25, avenue Matignon
75008 Paris, France
AXA Financial, Inc.
1290 Avenue of the Americas
New York, New York 10104
(Please contact Patrick Meehan at (212) 314-5644 with any questions.)
13G Page 9 of 13 Pages
Item 2(c) Citizenship:
Mutuelles AXA and AXA - France
AXA Financial, Inc. - Delaware
Item 2(d) Title of Class of Securities:
COM
Item 2(e) Cusip Number:
907818108
Item 3. Type of Reporting Person:
AXA Financial, Inc. as a parent holding company,
in accordance with 240.13d-1(b)(ii)(G).
The Mutuelles AXA, as a group, acting as a parent holding company.
AXA as a parent holding company.
13G Page 10 of 13 Pages
Item 4. Ownership as of December 31, 2001
(a) Amount Beneficially Owned:
19,740,705 shares of common stock beneficially owned including:
No. of Shares
---------------------
The Mutuelles AXA, as a group 0
AXA 0
AXA Entity or Entities
acquired solely for investment purposes:
Common Stock
AXA Rosenberg Investment Management LLC 150,400
AXA Financial, Inc. 0
Subsidiaries:
Alliance Capital Management L.P.
acquired solely for investment purposes on
behalf of client discretionary investment
advisory accounts:
Common Stock 19,566,105
The Equitable Life Assurance Society of the United States
acquired solely for investment purposes:
Common Stock 24,200
-------------
Total 19,740,705
=============
Each of the Mutuelles AXA, as a group, and AXA expressly declares that the
filing of this Schedule 13G shall not be construed as an admission that it is,
for purposes of Section 13(d) of the Exchange Act, the beneficial owner of any
securities covered by this Schedule 13G.
Each of the above subsidiaries of AXA Financial, Inc. operates under independent
management and makes independent decisions.
(b) Percent of Class: 7.9%
=============
Page 11 of 13 Pages
ITEM 4. Ownership as of December 31, 2001 (CONT.)
(c) Deemed Voting Power and Disposition Power:
(i) (ii) (iii) (iv)
Deemed Deemed Deemed Deemed
to have to have to have to have
Sole Power Shared Power Sole Power Shared Power
to Vote to Vote to Dispose to Dispose
or to or to or to or to
Direct Direct Direct the Direct the
the Vote the Vote Disposition Disposition
------------ ------------ ------------ ------------
The Mutuelles AXA,
as a group 0 0 0 0
AXA 0 0 0 0
AXA Entity or Entities:
AXA Rosenberg 48,700 0 0 150,400
Investment Management
LLC
AXA Financial, Inc. 0 0 0 0
Subsidiaries:
------------
Alliance Capital 8,279,829 5,290,053 19,564,715 1,390
Management L.P.
The Equitable Life 0 0 24,200 0
Assurance Society of
the United States
------------ ------------ ------------ ------------
8,328,529 5,290,053 19,588,915 151,790
============ ============ ============ ============
Each of the above subsidiaries of AXA Financial, Inc. operates under
independent management and makes independent voting and investment decisions.
Page 12 of 13 Pages
Item 5. Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following.
( )
Item 6. Ownership of More than Five Percent on behalf of Another Person. N/A
Item 7. Identification and Classification of the Subsidiary which Acquired
the Security Being Reporting on by the Parent Holding Company:
This Schedule 13G is being filed by AXA Financial, Inc.; AXA,
which owns AXA Financial, Inc.; and the Mutuelles AXA, which as a group
control AXA:
(X) in the Mutuelles AXAs' capacity, as a group, acting as a parent
holding company with respect to the holdings of the following
AXA entity or entities:
(X) in AXA's capacity as a parent holding company with respect
to the holdings of the following AXA entity or entities:
AXA Rosenberg Investment Management LLC
(X) in AXA Financial, Inc.'s capacity as a parent holding company
with respect to the holdings of the following subsidiaries:
(X) Alliance Capital Management L.P.
(13-3434400), an investment adviser registered under Section 203 of
the Investment Advisers Act of 1940.
(X) The Equitable Life Assurance Society of the United States
(13-5570651), an insurance company and an investment adviser
registered under Section 203 of the Investment Advisers Act of 1940.
Page 13 of 13 Pages
Item 8. Identification and Classification of Members of the Group. N/A
Item 9. Notice of Dissolution of Group: N/A
Item 10. Certification:
By signing below I certify that to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired for the purpose of and do not
have the effect of changing or influencing the control of the issuer
of such securities and were not acquired in connection with or as a
participant in any transaction having such purposes or effect.
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
Date: February 11, 2002 AXA FINANCIAL, INC.*
/s/ Alvin H. Fenichel
Alvin H. Fenichel
Senior Vice President
and Controller
*Pursuant to the Joint Filing Agreement with respect to Schedule 13G
attached hereto as Exhibit I, among AXA Financial, Inc., AXA Conseil Vie
Assurance Mutuelle, AXA Assurances I.A.R.D Mutuelle, AXA Assurances Vie
Mutuelle, AXA Courtage Assurance Mutuelle, and AXA, this statement
Schedule 13G is filed on behalf of each of them.