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
(Final Amendment)
and
SCHEDULE 13D
under the Securities Exchange Act of 1934
(Amendment No. 7)
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
This Final Amendment amends and supplements the
Tender Offer Statement on Schedule 14D-1 (the "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"). This Final
Amendment serves also as Amendment No. 7 to the
Statement on Schedule 13D (the "Schedule 13D") filed with
the Securities and Exchange Commission by Parent, UPRR,
and Purchaser in connection with their beneficial
ownership of the Shares.
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.
AND
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 15, 1995, Parent issued a press release
announcing, among other things, that (1) based upon a
final count, a total of 103,520,575 Shares (including
30,110,675 Shares subject to guarantees of delivery) had
been tendered pursuant to the Offer, (2) Purchaser had,
pursuant to the terms of its Offer, determined that the
final proration factor is 37.7% and that Purchaser
expects to begin making payment on September 15, 1995 for
the purchased Shares, (3) certificates for unpurchased
Shares will be returned shortly, and (4) Shares purchased
in the Offer have been placed into the Voting Trust
pending approval by the ICC of the Merger. The
39,034,471 Shares represent approximately 25 percent of
the Company's issued and outstanding Shares. A copy of
such press release is attached hereto as Exhibit (g)(2)
and incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(g)(2) Text of Press Release issued by Parent on
September 15, 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 15, 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 15, 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 15, 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)(2) Text of Press Release issued by Parent on
September 15, 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 15 Union Pacific Corporation (NYSE:
UNP) announced today that its wholly owned subsidiary, UP
Acquisition Corporation, has determined the final proration
factor and paid for 39,034,471 common shares of Southern Pacific
Rail Corporation (NYSE: RSP) at a price of $25.00 per share in
accordance with the terms of its recently expired tender offer.
A proration factor of 37.7 percent will be applied to the shares
that were validly tendered. Union Pacific stated that, based on
a final count by the depositary, 103,520,575 shares (including
30,110,675 shares subject to guarantees of delivery) were validly
tendered in the offer which expired at midnight New York time on
Wednesday, September 6, 1995. As a result of the foregoing,
Union Pacific owns approximately 25 percent of Southern Pacific's
outstanding common shares, and has placed such shares into a
voting trust pending approval by the Interstate Commerce
Commission (ICC) of the merger of Union Pacific and Southern
Pacific.
Union Pacific expects to begin making payment today for
the shares purchased pursuant to the tender offer and will return
certificates representing unpurchased shares shortly.
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.
Following the satisfaction of certain conditions, including
approval by the ICC and by the shareholders of Southern Pacific,
Southern Pacific will be merged with 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, 1995.
