SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
under the Securities Exchange Act of 1934
(Amendment No. 12)
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. 12 amends and supplements the
Schedule 13D relating to the beneficial ownership 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"), UPRR and
Parent of 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 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 4. PURPOSE OF TRANSACTION.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF
THE ISSUER.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The information set forth in Items 4, 6 and 7 of
the Schedule 13D is hereby amended and supplemented by
the following information:
On February 1, 1996, Parent issued a press release
which is attached hereto as Exhibit (g)(6) and
incorporated herein by reference.
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: February 2, 1996 UNION PACIFIC CORPORATION
By: /s/ Carl W. von Bernuth
Name: Carl W. von Bernuth
Title: Senior 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: February 2, 1996 UP ACQUISITION CORPORATION
By: /s/ Carl W. von Bernuth
Name: Carl W. von Bernuth
Title: Vice President and
Assistant Secretary
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: February 2, 1996 UNION PACIFIC RAILROAD COMPANY
By: /s/ Carl W. von Bernuth
Name: Carl W. von Bernuth
Title: Senior Vice President
and General Counsel
EXHIBIT INDEX
(g)(6) Text of press release issued by Parent on
February 1, 1996.
FOR IMMEDIATE RELEASE
Union Pacific and Southern Pacific have reached
agreement with Illinois Central Railroad on a variety of
marketing and operational issues associated with the
pending UP/SP merger.
"This agreement will mean more efficient
operations for both railroads, especially through some
key gateways," said UP Corporation President Dick
Davidson.
Illinois Central President E. Hunter Harrison
added, "This agreement assures efficient routing options
will continue to be available post-merger for all
shippers. We have excellent working relationships with
both the UP and the SP and are confident that will
continue following their merger."
In the marketing area, the agreement is
designed to take advantage of mutually beneficial
interline routes and business opportunities. For
example, the agreement contemplates cooperative efforts
in marketing forest products, coal, chemicals, and
carload business.
In the operating area, the agreement focuses
principally on issues designed to ensure efficient
operation after merger. It covers interchange of traffic
between the two railroads in the Chicago area, rebuilding
of certain facilities in the New Orleans area, and the
resolution of the impact of the merger on certain
trackage rights. For example, IC will be sold SP's
interest in a line between Church and Valley Junction in
Illinois and the New UP/SP system will retain trackage
rights on that line. In the Chicago area, the agreement
specifies how operations will be conducted after merger
on the Illinois Central track between Chicago and Joliet.
The accord also resolves IC's role in UP/SP's
pending merger approval case before the Surface
Transportation Board (STB). IC agrees not to oppose
UP/SP's application. UP/SP agrees to negotiate first
with IC if additional competition beyond the Burlington
Northern Santa Fe (BNSF) agreement is imposed by the STB
and UP still decides to go ahead with the merger.
Davidson said, "UP's and SP's existing
agreement with BNSF would be imposed as a condition to
the merger, and it fully addresses all competitive
issues."
Harrison noted, "UP and SP have demonstrated
their good-faith and proactive efforts to address upfront
the anticompetitive elements of their proposed merger.
If the STB decides UP's agreement with BNSF is sufficient
to protect the public interest, this element of our
agreement will not be triggered."
The agreement is contingent upon approval of
the proposed Union Pacific-Southern Pacific merger. In
all, more than 1,500 customers and government agencies
have supported the proposed combination. A merger
application was filed November 30, 1995. A decision is
expected from the Surface Transportation Board, the
successor of the Interstate Commerce Commission, by mid-
summer.
