SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
under the Securities Exchange Act of 1934
(Final Amendment)
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 Final Amendment amends and supplements the
Schedule 13D relating to the beneficial ownership by UP
Acquisition Corporation ("Purchaser"), a former Delaware
corporation 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 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.
On September 11, 1996, in accordance with the
Amended and Restated Agreement 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 wholly owned subsidiary of Parent
("Holding"), Union Pacific Merger Co., a former Delaware
corporation and a former wholly owned subsidiary of
Parent ("Mergerco"), and the Company, the Company merged
with and into Holding, with Holding as the surviving
corporation. A copy of the press release announcing
consummation of the merger is attached hereto as exhibit
(g)(9) and is incorporated herein by reference in its
entirety. As a result, the Company is a wholly-owned
subsidiary of Parent. This constitutes the final
amendment to the Schedule 13D with respect to the
Shares.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(g)(9) Press Release issued by Parent on September
11, 1996 announcing consummation of the
merger.
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: September 11, 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: September 11, 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: September 11, 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: September 11, 1996 UP HOLDING COMPANY, INC.
By: /s/ Carl W. von Bernuth
Name: Carl W. von Bernuth
Title: Vice President
EXHIBIT INDEX
(g)(9) Press Release issued by Parent on September 11,
1996 announcing consummation of the merger.
Exhibit (g)(9)
UNION PACIFIC CORPORATION
FOR IMMEDIATE RELEASE
UNION PACIFIC MERGER WITH SOUTHERN PACIFIC BECOMES EFFECTIVE
BETHLEHEM, PA, September 11 -- Union Pacific Corporation
today announced that it has completed the necessary filings
and transactions to finalize its merger with Southern
Pacific Rail Corporation.
"This is an historic day for Union Pacific," said Drew
Lewis, Union Pacific chairman and chief executive officer.
"A lot of people have worked extremely hard to make this day
a reality. It's a proud moment for the entire Union Pacific
family, and we look forward to putting the two railroads
together as efficiently as possible for the benefit of our
customers."
Lewis said UP and SP will start to combine
administrative functions shortly, with total implementation,
including the merger of operations, taking at least two
years.
The combined UP/SP system will operate 31,000 miles of
track in 24 states. It will operate more than 2,000 trains
each day, using 6,400 locomotives and more than 142,000
freight cars.
Skadden, Arps, Slate, Meagher & Flom
September 11, 1996
VIA EDGAR
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street
Washington, DC 20549
Re: Schedule 13D relating to beneficial
ownership of shares of Common Stock,
par value $.001 per share, of Southern
Pacific Rail Corporation
Dear Sir or Madam:
Pursuant to Section 13(d) of the Securities
Exchange Act of 1934, as amended, and Rule 13d-2 of the
Rules and Regulations promulgated thereunder, enclosed
for filing via EDGAR is the Final Amendment to the
Schedule 13D (the "Final Amendment"), including all
exhibits thereto.
If you have any questions regarding the
attached Final Amendment, please call the undersigned at
(212) 735-2116.
Very truly yours,
/s/ Richard J. Grossman
Attachments
cc: The New York Stock Exchange, Inc.
Southern Pacific Rail Corporation
