SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
under the Securities Exchange Act of 1934
(Amendment No. 15)
Southern Pacific Rail Corporation
(Name of Issuer)
Common Stock, Par Value $.001 Per Share
(Title of class of securities)
843584 10 3
(CUSIP number)
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)
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 Amendment No. 15 amends and supplements the
Schedule 13D relating to the beneficial ownership by UP
Acquisition Corporation ("Purchaser"), a Delaware corpo-
ration and a former 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"), UPRR and
Parent of shares of Common Stock, par value $.001 per
share (the "Shares"), of Southern Pacific Rail Corpora-
tion, 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 Tender Offer Statement on
Schedule 14D-1 filed with the Securities and Exchange
Commission by Purchaser, UPRR and Parent or in the Offer
to Purchase referred to therein.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RE-
LATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER.
Parent has entered an Amended and Restated Agree-
ment and Plan of Merger, dated as of July 12, 1996 (the
"Amended Merger Agreement"), by and among Parent, UPRR,
UP Holding Company, Inc., a Utah corporation and a whol-
ly owned subsidiary of Parent ("Holding"), Union Pacific
Merger Co., a Delaware corporation and a wholly owned
subsidiary of Parent ("Mergerco"), and the Company. The
Amended Merger Agreement amends and restates in its
entirety the Agreement and Plan of Merger, dated as of
August 3, 1995, as amended (the "Original Merger Agree-
ment"), by and among the Company, Parent, UPRR and the
Purchaser, that was approved and adopted by the
Company's stockholders at a special meeting of the
Company's stockholders on January 17, 1996. The Origi-
nal Merger Agreement shall remain in effect, and the
Amended Merger Agreement shall not be effective, until
receipt of approval of the Amended Merger Agreement by
the Company's stockholders at a special meeting sched-
uled to be held on August 16, 1996. References herein
to "Newco" shall mean either or both of Holding and/or
Mergerco, as the context may require. Subject to the
satisfaction or waiver (where permissible) of certain
conditions, Parent will acquire the Company through the
merger of the Company with and into either UPRR (the
"Original Merger") or, in the alternative, Newco (the
"Alternative Merger" and, in the alternative with the
Original Merger, the "Merger"). As a result of the
Merger, the separate corporate existence of the Company
will cease and either UPRR or Newco, as the case may be,
will be the surviving corporation. In the event that
all of the conditions to the Alternative Merger and the
Original Merger are satisfied, Parent and the Company,
at the sole election of Parent, will consummate either
the Alternative Merger or the Original Merger; provided,
however, that in the event that the conditions to the
Alternative Merger are not satisfied but the conditions
to the Original Merger are satisfied, the Original Merg-
er, previously approved by the Company's stockholders at
the Special Meeting of Stockholders of the Company held
on January 17, 1996, would be consummated. Because
Holding became a party to the Amended Merger Agreement,
Holding has become a filing party hereto.
The reason for the alternative structure is to
maximize, on a tax-efficient basis, Parent's flexibility
after the Merger in achieving additional service im-
provements and operating efficiencies while maintaining
the same tax consequences to the Company's stockholders.
The changes made by the Amended Merger Agreement will
have no substantive impact on the stockholders of the
Company. A copy of the Amended Merger Agreement is
filed herewith as Exhibit (c)(10) and is incorporated
herein by reference.
In connection with the Amended Merger Agreement,
the parties to the Ancillary Agreements entered into
amended and restated agreements in order to give effect
to the changes made to the Original Merger Agreement by
the Amended Merger Agreement. No substantive changes
were made to the Ancillary Agreements. Copies of the
amended Ancillary Agreements are filed herewith as Ex-
hibits (c)(11) through (c)(17) and are incorporated
herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(c)(10) Amended and Restated Agreement and Plan of
Merger, dated as of July 12, 1996, by and
among Parent, UPRR, Holding, Mergerco. and
the Company (incorporated by reference to An-
nex B to the Joint Proxy Statement/Prospectus
included in Post-Effective Amendment No. 2 to
Parent's Registration Statement on Form S-4
filed with the Securities and Exchange Commis-
sion on July 16, 1996 (the "Form S-4")).
(c)(11) Amended and Restated Anschutz Shareholders
Agreement, dated as of July 12, 1996, (incor-
porated by reference to Annex D to the Joint
Proxy Statement/Prospectus included in the
Form S-4).
(c)(12) Amended and Restated MSLEF Shareholder Agree-
ment, dated as of July 12, 1996, (incorporated
by reference to Annex E to the Joint Proxy
Statement/Prospectus included in the Form S-
4).
(c)(13) Amended and Restated UP Shareholder Agreement,
dated as of July 12, 1996, (incorporated by
reference to Annex F to the Joint Proxy State-
ment/Prospectus included in the Form S-4).
(c)(14) Amended and Restated Anschutz/Resources Share-
holder Agreement, dated as of July 12, 1996,
(incorporated by reference to Annex G to the
Joint Proxy Statement/Prospectus included in
the Form S-4).
(c)(15) Amended and Restated Anschutz/UP Registration
Rights Agreement, dated as of July 12, 1996,
(incorporated by reference to Annex H to the
Joint Proxy Statement/Prospectus included in
the Form S-4).
(c)(16) Amended and Restated Anschutz/Resources Regis-
tration Rights Agreement, dated as of July 12,
1996, (incorporated by reference to Annex I to
the Joint Proxy Statement/Prospectus included
in the Form S-4).
(c)(17) Amended and Restated UP Acquisition/SP Regis-
tration Rights Agreement, dated as of July 12,
1996, (incorporated by reference to Annex J to
the Joint Proxy Statement/Prospectus included
in the Form S-4).
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, com-
plete and correct.
Dated: July 19, 1996 UNION PACIFIC CORPORATION
By: /s/ Carl W. von Bernuth
Name: Carl W. von Bernuth
Title: Senior Vice President-Law
SIGNATURE
After reasonable 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: July 19, 1996 UNION PACIFIC RAILROAD COMPANY
By: /s/ Carl W. von Bernuth
Name: Carl W. von Bernuth
Title: Vice President and
General Counsel
SIGNATURE
After reasonable 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: July 19, 1996 UNION PACIFIC MERGER CO
By: /s/ Carl W. von Bernuth
Name: Carl W. von Bernuth
Title: Vice President
SIGNATURE
After reasonable 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: July 19, 1996 UP HOLDING COMPANY, INC.
By: /s/ Carl W. von Bernuth
Name: Carl W. von Bernuth
Title: Vice President
