SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(l) of
the Securities Exchange Act of 1934
(Amendment No. 6)
and
SCHEDULE 13D
under the Securities Exchange Act of 1934
(Amendment No. 6)
Southern Pacific Rail Corporation
(Name of Subject Company)
Union Pacific Corporation
UP Acquisition Corporation
Union Pacific Railroad Company
(Bidders)
Common Stock, Par Value $.001 Per Share
(Title of class of securities)
843584 10 3
(CUSIP number of class of securities)
Richard J. Ressler, Esq.
Assistant General Counsel
Union Pacific Corporation
Martin Tower, Eighth and Eaton Avenues
Bethlehem, Pennsylvania 18018
(610) 861-3200
(Name, address and telephone number of person authorized
to receive notices and communications on behalf of bidders)
with a copy to:
Paul T. Schnell, Esq.
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, New York 10022
Telephone: (212)735-3000
14D-1
CUSIP No. 843584 10 3
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
UNION PACIFIC CORPORATION (13-2626465)
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
( ) (a)
(X) (b)
(3) SEC USE ONLY
(4) SOURCE OF FUNDS BK, WC
(5) ( )
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(e) or 2(f)
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
UTAH
(7) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON: 39,034,471 See Section 13
of the Offer to Purchase, dated August 9,
1995 filed as Exhibit (a)(1)
(8) ( )
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(7) EXCLUDES CERTAIN SHARES
(9) PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (7) 25.00% See Section 13 of the Offer
to Purchase, dated August 9, 1995 filed as
Exhibit (a)(1)
(10) TYPE OF REPORTING PERSON HC and CO
14D-1
CUSIP No. 843584 10 3
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
UNION PACIFIC RAILROAD COMPANY
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
( ) (a)
(X) (b)
(3) SEC USE ONLY
(4) SOURCE OF FUNDS AF
(5) ( )
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(e) or 2(f)
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
UTAH
(7) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON: 39,034,471 See Section 13
of the Offer to Purchase, dated August 9,
1995 filed as Exhibit (a)(1)
(8) ( )
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(7) EXCLUDES CERTAIN SHARES
(9) PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (7) 25.00% See Section 13 of the Offer
to Purchase, dated August 9, 1995 filed as
Exhibit (a)(1)
(10) TYPE OF REPORTING PERSON CO
14D-1
CUSIP No. 843584 10 3
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
UP ACQUISITION CORPORATION
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
( ) (a)
(X) (b)
(3) SEC USE ONLY
(4) SOURCE OF FUNDS AF
(5) ( )
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(E) or 2(f)
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
(7) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON: 39,034,471 See Section 13
of the Offer to Purchase, dated August 9,
1995 filed as Exhibit (a)(1)
(8) ( )
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(7) EXCLUDES CERTAIN SHARES
(9) PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (7) 25.00% See Section 13 of the Offer
to Purchase, dated August 9, 1995 filed as
Exhibit (a)(1)
(10) TYPE OF REPORTING PERSON CO
This Amendment No. 6 amends and supplements the
Tender Offer Statement on Schedule 14D-1 relating to the
tender offer by UP Acquisition Corporation ("Purchaser"),
a Delaware corporation and a wholly owned subsidiary of
Union Pacific Railroad Company, a Utah corporation
("UPRR"), and an indirect wholly owned subsidiary of
Union Pacific Corporation, a Utah corporation ("Parent"),
to purchase up to 39,034,471 shares of Common Stock, par
value $.001 per share (the " Shares"), of Southern
Pacific Rail Corporation, a Delaware corporation (the
"Company").
Unless otherwise indicated herein, each capitalized
term used and not defined herein shall have the meaning
assigned to such term in the Schedule 14D-1 or in the
Offer to Purchase referred to therein.
ITEM 5. PURPOSE OF TENDER OFFER AND PLANS OR PROPOSALS
OF THE BIDDER.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO THE SUBJECT
COMPANY'S SECURITIES.
ITEM 10. ADDITIONAL INFORMATION.
The information set forth in Items 5, 6(a), 6(b), 7
and 10(f) of the Schedule 14D-1 is hereby amended and
supplemented by the following information:
On September 7, 1995, Parent issued a press release
announcing, among other things, that (1) Purchaser had
completed the Offer, (2) based upon a preliminary count,
a total of 103,541,906 Shares (including 30,132,006
Shares subject to guarantees of delivery) had been
tendered pursuant to the Offer, (3) 39,034,471 Shares
validly tendered will be purchased, on a pro rata basis,
in accordance with the terms of the Offer, and (4) Shares
purchased in the Offer will be held in the Voting Trust.
The 39,034,471 Shares accepted for payment pursuant to
the Offer on September 7, 1995 represent approximately 25
percent of the Company's issued and outstanding Shares.
A copy of such press release is attached hereto as
Exhibit (g)(1) and incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(g)(1) Text of the Press Release issued by Parent on
September 7, 1995.
SIGNATURE
After due inquiry and to the best of its knowledge
and belief, the undersigned certifies that the
information set forth in this statement is true, complete
and correct.
Dated: September 7, 1995 UNION PACIFIC CORPORATION
By: /s/ Carl W. von Bernuth
Name: Carl W. von Bernuth
Title: Senior Vice President
and General Counsel
SIGNATURE
After due inquiry and to the best of its knowledge
and belief, the undersigned certifies that the
information set forth in this statement is true, complete
and correct.
Dated: September 7, 1995 UP ACQUISITION CORPORATION
By: /s/ Carl W. von Bernuth
Name: Carl W. von Bernuth
Title: Vice President and
Assistant Secretary
SIGNATURE
After due inquiry and to the best of its knowledge
and belief, the undersigned certifies that the
information set forth in this statement is true, complete
and correct.
Dated: September 7, 1995 UNION PACIFIC RAILROAD
COMPANY
By: /s/ Carl W. von Bernuth
Name: Carl W. von Bernuth
Title: Senior Vice President
and General Counsel
EXHIBIT INDEX
Exhibit Description
(g)(1) Text of the Press Release issued by Parent on
September 7, 1995.
[Union Pacific Corporation Logo] News Release
Contact: 610-861-3388
Harvey S. Turner
Director - Public Relations
Martin Tower
Eighth and Eaton Avenues
Bethlehem, PA 18018
FOR IMMEDIATE RELEASE
BETHLEHEM, PA, SEPTEMBER 7 Union Pacific Corporation
(NYSE: UNP) announced today that its wholly owned
subsidiary, UP Acquisition Corporation, had completed its
cash tender offer for up to 39,034,471 common shares of
Southern Pacific Rail Corporation (NYSE: RSP) at a price of
$25.00 per share.
Union Pacific stated that, based upon a
preliminary count, a total of 103,541,906 shares (including
30,132,006 shares subject to guarantees of delivery) had
been tendered pursuant to the offer which expired at
midnight New York time on Wednesday, September 6, 1995. In
accordance with the terms of its tender offer, Union Pacific
will purchase 39.03 million shares on a pro rata basis.
Based on this preliminary share count, and assuming delivery
of all shares tendered pursuant to notices of guaranteed
delivery, Union Pacific will purchase from each tendering
shareholder approximately 38 percent of all shares validly
tendered by such shareholder with adjustments to avoid the
purchase of fractional shares. Union Pacific expects to
announce the final proration results and to commence paying
for accepted shares by Friday, September 15, 1995. After
purchasing the 39.03 million shares, Union Pacific will hold
approximately 25 percent of Southern Pacific's outstanding
common shares.
As announced on August 3, 1995, Union Pacific and
Southern Pacific signed a definitive merger agreement
providing for the merger of the two companies in a two-step
transaction. The shares purchased in the first-step tender
offer will be held in a voting trust. Following the
satisfaction of certain conditions, including approval by
the Interstate Commerce Commission (ICC) and by the
shareholders of Southern Pacific, Southern Pacific will be
merged with Union Pacific Railroad Company, a wholly owned
subsidiary of Union Pacific. In the merger, each share of
Southern Pacific stock will be converted at the holder's
election, subject to proration, into the right to receive
$25.00 in cash, 0.4065 shares of Union Pacific common stock
or a combination of cash and stock. As a result of the
transaction, 60 percent of Southern Pacific's shares will be
converted into Union Pacific common stock and the remaining
40 percent into cash, including the shares acquired in the
tender offer. The two companies expect to file an
application for approval of the transaction with the ICC
prior to December 1.
