SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
under the Securities Exchange Act of 1934
(Amendment No. 14)
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. 14 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 4. PURPOSE OF TRANSACTION.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RE-
LATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER.
On July 3, 1996, the Surface Transportation Board
("STB"), the successor to the Interstate Commerce Com-
mission, held a voting conference at which the STB voted
to approve the proposed Merger subject to imposition of
certain conditions. A final written decision of the STB
regarding the proposed Merger is expected on August 12,
1996. On July 3, 1996, Parent issued a press release, a
copy of which is attached hereto as Exhibit (g)(8) and
incorporated herein by reference.
On June 25, 1996, Purchaser was merged with and
into UPRR, with UPRR as the surviving corporation.
Shortly thereafter, UPRR declared a dividend of the
voting trust certificates representing beneficial inter-
ests in the Shares (the "Voting Trust Certificates") and
distributed the Voting Trust Certificates to UPRR's
shareholders. The Voting Trust Certificates held by one
of such shareholders were subsequently distributed to
Parent so that the Voting Trust Certificates are cur-
rently held by Parent and Union Pacific Merger Co., a
Delaware corporation and a wholly owned subsidiary of
Parent ("Mergerco"). Accordingly, Purchaser is no lon-
ger a filing party with respect to this Schedule 13D and
Mergerco has become a filing party hereto.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
On July 3, 1996, Parent issued a press release
relating to the STB's decision at the voting conference.
A copy of the press release is attached hereto as Exhib-
it (g)(8) and is 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, com-
plete and correct.
Dated: July 9, 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: July 9, 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 9, 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)(8) Text of press release issued by Parent on July
3, 1996.
[LOGO]
FOR IMMEDIATE RELEASE
UNION PACIFIC IS SATISFIED WITH SP MERGER RULING
BETHLEHEM, PA, JULY 3 -- Union Pacific Corpora-
tion said today that although the Surface Transportation
Board (STB) voted to impose some conditions on Union
Pacific's merger with Southern Pacific, the corporation
is satisfied with the STB ruling.
"Nothing in the conditions will keep us from
moving ahead with the merger unless there are further
modifications in the written decision," said Drew Lewis,
Union Pacific Chairman and Chief Executive Officer. "We
are going to make sure the merger works for the best
interests of our customers."
The $5.4 billion UP/SP merger would form North
America's largest railroad, a 31,000-mile network operat-
ing in 25 states serving both Mexico and Canada. Union
Pacific and Southern Pacific have 53,000 and 19,000
employees respectively, with combined 1995 operating
revenues of $10.6 billion.
Union Pacific announced its agreement to ac-
quire Southern Pacific on August 3, 1995 and filed its
merger application with the Interstate Commerce Commis-
sion (now the Surface Transportation Board) in November.
A final written decision by the STB is expected on August
12.
