<PAGE> COVER
FORM 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from__________________________ to __________________
Commission file number 1-7817
MISSOURI PACIFIC RAILROAD COMPANY
(Exact name of Registrant as specified in its charter)
DELAWARE 43-1118635
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1416 DODGE STREET, OMAHA, NEBRASKA
(Address of principal executive offices)
68179
(Zip Code)
(402) 271-5000
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES X NO
---- ----
On July 31, 1995, the Registrant had outstanding 920 shares of its Common
Stock, $1 par value, and 80 shares of its Class A Stock, $1 par value.
THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL
INSTRUCTIONS H(1)(a) AND (b) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM WITH
THE REDUCED DISCLOSURE FORMAT.
<PAGE> INDEX
MISSOURI PACIFIC RAILROAD COMPANY
INDEX
PART I. FINANCIAL INFORMATION
---------------------------------------------------
Page Number
-----------
ITEM 1: CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:
CONDENSED STATEMENT OF CONSOLIDATED FINANCIAL POSITION -
At June 30, 1995 and December 31, 1994 . . . . . . . 1 - 2
CONDENSED STATEMENT OF CONSOLIDATED INCOME AND RETAINED
EARNINGS - For the Three Months and Six Months Ended
June 30, 1995 and 1994 . . . . . . . . . . . . . . . 3
CONDENSED STATEMENT OF CONSOLIDATED CASH FLOWS - For
the Six Months Ended June 30, 1995 and 1994 . . . . 4
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS. . 5
MANAGEMENT'S NARRATIVE ANALYSIS OF THE RESULTS OF
OPERATIONS . . . . . . . . . . . . . . . . . . . . . 6
PART II. OTHER INFORMATION
---------------------------------------------
ITEM 5: OTHER INFORMATION. . . . . . . . . . . . . . . . . . . . 7
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K . . . . . . . . . . . . 8
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . 10
<PAGE> 1
PART I - FINANCIAL INFORMATION
-----------------------------------------------------
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
MISSOURI PACIFIC RAILROAD COMPANY AND SUBSIDIARY COMPANIES
CONDENSED STATEMENT OF CONSOLIDATED FINANCIAL POSITION
------------------------------------------------------
(Thousands of Dollars)
(Unaudited)
June 30, December 31,
ASSETS 1995 1994
------ ---------- ------------
<S> <C> <C>
Current Assets:
Cash and temporary investments . . . . . . . $ 7,612 $ 7,640
Accounts receivable - net. . . . . . . . . . 72,074 75,678
Inventories . . . . . . . . . . . . . . . . 102,349 102,936
Deferred income taxes. . . . . . . . . . . . 68,529 68,529
Other current assets . . . . . . . . . . . . 27,917 75,555
---------- ----------
Total Current Assets . . . . . . . . . . 278,481 330,338
---------- ----------
Investments:
Investments in and advances to
affiliated companies . . . . . . . . . . 50,546 49,158
Other investments. . . . . . . . . . . . . . 43,295 13,020
---------- ----------
Total Investments . . . . . . . . . . . . 93,841 62,178
---------- ----------
Properties:
Road . . . . . . . . . . . . . . . . . . 4,326,729 4,220,652
Equipment. . . . . . . . . . . . . . . . . . 1,707,994 1,717,873
Other . . . . . . . . . . . . . . . . . . 69,524 73,416
---------- ----------
Total Properties . . . . . . . . . . . . 6,104,247 6,011,941
Accumulated depreciation and
amortization . . . . . . . . . . . (1,863,164) (1,808,772)
---------- ----------
Properties - Net . . . . . . . . . . . . 4,241,083 4,203,169
---------- ----------
Intangible and Other Assets . . . . . . . . . . 64,284 76,069
---------- ----------
Total Assets . . . . . . . . . . . . . . . . $4,677,689 $4,671,754
========== ==========
</TABLE>
<PAGE> 2
<TABLE>
<CAPTION>
MISSOURI PACIFIC RAILROAD COMPANY AND SUBSIDIARY COMPANIES
CONDENSED STATEMENT OF CONSOLIDATED FINANCIAL POSITION
------------------------------------------------------
(Thousands of Dollars)
(Unaudited)
June 30, December 31,
LIABILITIES AND STOCKHOLDER'S EQUITY 1995 1994
------------------------------------ ---------- -------------
<S> <C> <C>
Current Liabilities:
Accounts payable . . . . . . . . . . . . . . $ 18,650 $ 26,220
Accrued wages and vacation . . . . . . . . . 125,657 107,580
Income and other taxes payable . . . . . . . 67,322 91,206
Interest payable . . . . . . . . . . . . . . 11,252 14,012
Debt due within one year . . . . . . . . . . 31,561 38,664
Due to affiliated companies - net. . . . . . 812,425 816,795
Casualty and other reserves. . . . . . . . . 115,935 118,029
Other current liabilities. . . . . . . . . . 115,870 173,086
---------- ----------
Total Current Liabilities . . . . . . . . 1,298,672 1,385,592
---------- ----------
Debt Due After One Year . . . . . . . . . . . . 376,154 389,429
Deferred Income Taxes . . . . . . . . . . . . 1,239,806 1,250,141
Retiree Benefits Obligation . . . . . . . . . 162,847 161,198
Other Liabilities (Note 3) . . . . . . . . . . 213,725 184,964
Stockholder's Equity:
Common stock - $1.00 par value; 920
shares authorized and outstanding in
1995 and 1994 . . . . . . . . . . . . . . 1 1
Class A stock - $1.00 par value; 80
shares authorized and outstanding . . . . -- --
Capital surplus. . . . . . . . . . . . . . . 205,342 205,342
Retained earnings. . . . . . . . . . . . . . 1,181,142 1,095,087
---------- ----------
Total Stockholder's Equity . . . . . . . 1,386,485 1,300,430
---------- ----------
Total Liabilities and
Stockholder's Equity . . . . . . . . . $4,677,689 $4,671,754
========== ==========
</TABLE>
<PAGE> 3
<TABLE>
<CAPTION>
MISSOURI PACIFIC RAILROAD COMPANY AND SUBSIDIARY COMPANIES
CONDENSED STATEMENT OF CONSOLIDATED INCOME AND RETAINED EARNINGS
For The Three Months and Six Months Ended June 30, 1995 and 1994
----------------------------------------------------------------
(Thousands of Dollars)
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
1995 1994 1995 1994
----------------------- -----------------------
<S> <C> <C> <C> <C>
Operating Revenues . . . . . . . . . . . . $ 592,771 $ 588,670 $1,177,696 $1,156,886
---------- ---------- ---------- ----------
Operating Expenses:
Salaries, wages and employee benefits. . 197,885 191,650 397,117 392,247
Equipment and other rents . . . . . . . 62,865 66,746 128,352 138,344
Depreciation and amortization. . . . . . 54,982 53,813 109,684 106,607
Fuel and utilities (Note 2). . . . . . . 40,318 38,120 81,501 78,202
Materials and supplies . . . . . . . . . 31,813 34,527 63,995 67,433
Other costs. . . . . . . . . . . . . . . 60,699 72,123 148,198 147,852
---------- ---------- ---------- ----------
Total. . . . . . . . . . . . . . . . 448,562 456,979 928,847 930,685
---------- ---------- ---------- ----------
Operating Income . . . . . . . . . . . . . 144,209 131,691 248,849 226,201
Other Income - Net . . . . . . . . . . . . 21,506 8,153 26,862 18,025
Interest Expense . . . . . . . . . . . . . (21,913) (24,466) (44,487) (49,109)
---------- ---------- ---------- ----------
Income Before Income Taxes . . . . . . . . 143,802 115,378 231,224 195,117
Income Taxes . . . . . . . . . . . . . . . (52,949) (42,819) (85,469) (71,764)
---------- ---------- ---------- ----------
Net Income . . . . . . . . . . . . . . $ 90,853 $ 72,559 $ 145,755 $ 123,353
========== ========== ========== ==========
Retained Earnings:
Beginning of period . . . . . . . . . . $1,113,830 $ 965,417 $1,095,087 $ 941,563
Net income . . . . . . . . . . . . . . 90,853 72,559 145,755 123,353
Dividends to parent . . . . . . . . . . (23,541) (20,060) (59,700) (47,000)
---------- ---------- ---------- ----------
End of Period . . . . . . . . . . . . . $1,181,142 $1,017,916 $1,181,142 $1,017,916
========== ========== ========== ==========
</TABLE>
<PAGE> 4
<TABLE>
<CAPTION>
MISSOURI PACIFIC RAILROAD COMPANY AND SUBSIDIARY COMPANIES
CONDENSED STATEMENT OF CONSOLIDATED CASH FLOWS
For the Six Months Ended June 30, 1995 and 1994
-----------------------------------------------
(Thousands of Dollars)
(Unaudited)
1995 1994
-------- ---------
<S> <C> <C>
Cash Flows from Operating Activities:
Net Income . . . . . . . . . . . . . . . . $145,755 $123,353
Non-Cash Charges to Income:
Depreciation and amortization. . . . . . 109,684 106,607
Deferred income taxes. . . . . . . . . . (8,679) 11,411
Other - net. . . . . . . . . . . . . . . 44,598 (19,706)
Changes in Current Assets and Liabilities . (30,721) 21,023
-------- --------
Cash from Operations . . . . . . . . . . 260,637 242,688
-------- --------
Investing Activities:
Capital Investment . . . . . . . . . . . . (125,218) (138,520)
Other - Net . . . . . . . . . . . . . . . . (50,684) (12,764)
-------- --------
Cash Used in Investing Activities . . . (175,902) (151,284)
-------- --------
Financing Activities:
Debt Repaid . . . . . . . . . . . . . . . (20,693) (28,293)
Dividends Paid to Parent . . . . . . . . . (59,700) (47,000)
Advances to Affiliated Companies - Net . . (4,370) (16,423)
-------- --------
Cash Used in Financing Activities. . . . (84,763) (91,716)
-------- --------
Net Change in Cash and Temporary
Investments . . . . . . . . . . . . . $ (28) $ (312)
======== ========
</TABLE>
<PAGE> 5
MISSOURI PACIFIC RAILROAD COMPANY AND SUBSIDIARY COMPANIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------------
(Unaudited)
1. RESPONSIBILITIES FOR FINANCIAL STATEMENTS - The condensed consolidated
financial statements of the Registrant, a wholly-owned indirect subsidiary of
Union Pacific Corporation (the "Corporation"), are unaudited and reflect all
adjustments (consisting only of normal and recurring adjustments) that are,
in the opinion of management, necessary for a fair presentation of the
financial position and operating results for the interim periods. The
Condensed Statement of Consolidated Financial Position at December 31, 1994
is derived from audited financial statements. The condensed consolidated
financial statements should be read in conjunction with the consolidated
financial statements and notes thereto contained in the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1994. The results of
operations for the three and six months ended June 30, 1995 are not
necessarily indicative of the results for the year ending December 31, 1995.
2. PRICE RISK MANAGEMENT - The Registrant utilizes futures contracts, option
contracts and swap agreements as hedges to manage variability of diesel fuel
costs. Gains and losses on these contracts are recognized upon delivery of
the commodity. The Registrant has purchased fixed price contracts to hedge
approximately 4 percent of its remaining 1995 diesel fuel consumption at
approximately $0.46 per gallon. Credit risk related to these activities is
minimal.
3. CONTINGENCIES - There are various lawsuits pending against the Registrant and
certain of its subsidiaries. The Registrant is also subject to Federal,
state and local environmental laws and regulations and is currently
participating in the investigation and remediation of numerous sites. Where
the remediation costs can be reasonably determined, and where such
remediation is probable, the Registrant has recorded a liability. The
Registrant does not expect that the lawsuits or environmental costs will have
a material adverse effect on its consolidated financial condition or its
results of operations.
<PAGE> 6
MISSOURI PACIFIC RAILROAD COMPANY AND SUBSIDIARY COMPANIES
MANAGEMENT'S NARRATIVE ANALYSIS OF THE RESULTS OF OPERATIONS
Six Months Ended June 30, 1995 Compared to June 30, 1994
--------------------------------------------------------
Operating Revenues
------------------
Operating revenues grew $21 million (2%) to $1.18 billion, primarily
reflecting a 2% gain in carloadings, partially offset by a 2% decline in average
revenue per car. Commodity groups showing year-over-year carloadings
improvement included energy (10%), automotive (7%) and chemicals (4%), while
declines occurred in intermodal (5%), metals and minerals (4%), food/consumer/
government (3%), grain (3%) and forest (3%).
Operating Expenses
------------------
Operating expenses totaled $929 million, $2 million (less than 1%) lower than
a year ago. The increase in fuel and utilities costs ($3 million) reflects a
rise in average diesel fuel prices and growth in gross ton-miles, partly offset
by a lower consumption rate. Salaries, wages and employee benefits increased $5
million due to higher volumes, benefits inflation and activity relating to
flooding problems in May and June of 1995. Depreciation expense increased $3
million because of continued investment in capacity. Equipment and other rents
decreased $10 million, as higher volumes were more than offset by increased car
hire rates. Material and supply costs also decreased $3 million.
Operating Income
----------------
Operating income increased $23 million (10%) to $249 million. Volume
improvements and the slight reduction in operating costs accounted for the rise
in operating income.
Other Changes
-------------
Interest expense decreased $5 million as a result of lower interest on
equipment trust obligations. Other income increased $9 million, primarily due
to payments from Southern Pacific Rail Corporation for trackage rights.
<PAGE> 7
PART II. OTHER INFORMATION
---------------------------
Item 5. OTHER INFORMATION
-----------------
UNION PACIFIC CORPORATION (the "Corporation" OR "UPC") ACQUISITION OF SOUTHERN
PACIFIC RAIL CORPORATION ("Southern Pacific") - On August 3, 1995, UPC, the
parent of the Registrant, and Southern Pacific entered into a definitive merger
agreement (the "Merger Agreement") providing for the acquisition of Southern
Pacific by UPC (the "Southern Pacific Transaction"). Under the terms of the
Merger Agreement, UPC commenced a first-step cash tender offer for up to 25% of
the outstanding shares of common stock of Southern Pacific (the "Shares") at a
price of $25.00 per Share. Promptly upon purchase of Shares pursuant to the
tender offer, such Shares will be deposited in an independent voting trust in
accordance with a voting trust agreement with Southwest Bank of St. Louis. Such
Shares shall remain in the voting trust pending a decision of the Interstate
Commerce Commission (the "ICC") on the Southern Pacific Transaction. Following
approval of the Southern Pacific Transaction by the ICC and the satisfaction of
certain other conditions, including the approval by Southern Pacific
shareholders, Southern Pacific will be merged into a subsidiary of UPC (the
"Merger"). Upon completion of 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 or 0.4065 shares of common stock of UPC. As a
result of the Southern Pacific Transaction, 60% of the Shares outstanding
immediately prior to the Merger will be converted into shares of common stock of
UPC, with the remaining 40% of the outstanding Shares, including the Shares
acquired in the tender offer, being acquired for cash. An application seeking
approval of the Southern Pacific Transaction is expected to be filed with the
ICC no later than December 1, 1995. The ICC is required by law to render a
decision on such application within 31 months of the filing of a completed
application; however, the ICC has announced that its policy is to act on
applications of this type within six months of filing.
In a separate transaction, UPC plans to exit its natural resources business.
The plan includes an initial public offering ("IPO") by Union Pacific Resources
Group Inc. ("UPRG") of newly issued shares constituting up to 17.25% of its
common stock. Following the IPO, subject to the receipt of a favorable ruling
from the Internal Revenue Service expected in 1996, UPC intends to distribute
the remaining common stock of UPRG on a tax-free basis pro rata to the
Corporation's shareholders. To enable Southern Pacific shareholders who elect
to receive UPC shares in such Merger to participate in the distribution of the
shares of UPRG, UPC has agreed with Southern Pacific that the record date for
such distribution shall not occur until the earlier of (1) consummation of the
Merger and (2) termination of the Merger Agreement.
UPC estimates that the total amount of funds required to purchase Shares
pursuant to the tender offer, to pay the cash portion of the consideration
in the Merger and to pay all related costs and expenses will be approximately
$1.6 billion. UPC plans to obtain the necessary funds from available cash and
working capital, and either through the issuance of long- or short-term
securities (including, without limitation, commercial paper notes) (the "Debt
Securities") or pursuant to an existing $1.4 billion credit facility
with various commercial banks (the "Facility"). It is anticipated that the
indebtedness incurred in connection with the Debt Securities and/or the
Facility will be repaid from funds generated internally by UPC and its
subsidiaries (including, after the Merger, if consummated, dividends paid by
the surviving corporation and its subsidiaries), through additional borrowings,
through application of proceeds of dispositions or through a combination
of two or more such sources.
Pursuant to a shareholders agreement, dated as of August 3, 1995 (the "Anschutz
Shareholders Agreement"), Mr. Philip F. Anschutz and certain of his affiliates
(collectively, the "Anschutz Shareholders"), who have advised UPC that in the
aggregate they beneficially own approximately 31.8% of all outstanding Shares,
have agreed, among other things, to vote all Shares owned by them in favor of
the Merger and to comply with certain "standstill" agreements and restrictions
on disposition of shares of UPC common stock to be received in the Merger.
In addition, pursuant to a shareholder agreement, dated as of August 3, 1995
(the "MSLEF Shareholder Agreement"), The Morgan Stanley Leveraged Equity Fund
II, L.P., which has advised UPC that it beneficially owns approximately 8.5% of
all outstanding Shares, has agreed, among other things, to vote all Shares owned
by it in favor of the Merger. Similarly, pursuant to a shareholders agreement,
dated as of August 3, 1995, UPC has agreed, among other things, to vote all
Shares acquired pursuant to the tender offer in favor of the Merger and to
comply with certain "standstill" agreements and restrictions on the disposition
of the Shares purchased in the tender offer. In addition, pursuant to a
shareholders agreement, dated as of August 3, 1995, the Anschutz Shareholders
have agreed, among other things, to comply with certain "standstill" agreements
and restrictions on disposition of shares of UPRG common stock to be received in
the distribution of such shares to UPC shareholders. Pursuant to the Anschutz
Shareholders Agreement and the MSLEF Shareholder Agreement, the Anschutz
Shareholders and MSLEF are free to tender all, a portion of or none of the
Shares owned by them pursuant to the tender offer.
Under the terms of the Anschutz Shareholders Agreement, the Board of Directors
of UPC will take all actions necessary to elect Mr. Anschutz or other designee
reasonably acceptable to the Board as a director of UPC's Board of Directors and
to appoint Mr. Anschutz as Vice Chairman of the Board of Directors; provided
that such
<PAGE> 8
director shall resign from the Board, at UPC's request, if the Anschutz
Shareholders beneficially own less than 4% (or 3% if elected by the Anshutz
Shareholders) of UPC's outstanding common stock. In his capacity as Vice
Chairman, Mr. Anschutz shall have those duties and responsibilities as may be
assigned by UPC's Board of Directors or by the Chairman of the Board, and Mr.
Anschutz shall receive no compensation for serving in such position.
Pursuant to two registration rights agreements, each dated as of August 3, 1995,
certain of the Anschutz Shareholders are granted, subject to the terms and
conditions therein specified, certain registration rights in respect of the
shares of UPC common stock to be received by them in the Merger and in respect
of the shares of UPRG common stock to be received by them in the distribution
thereof to UPC shareholders. In addition, pursuant to a registration rights
agreement, dated as of August 3, 1995, UPC is granted, subject to the terms and
conditions therein specified, certain registration rights in respect of the
Shares to be purchased pursuant to the tender offer.
LITIGATION RELATING TO THE CORPORATION'S ACQUISITION OF CHICAGO AND NORTH
WESTERN TRANSPORTATION COMPANY ("CNW") - As previously reported in the
Registrant's Form 10-Q for the quarter ended March 31, 1995, the Corporation, UP
Rail, Inc. ("UP Rail"), CNW and CNW's directors were named as defendants in five
class action lawsuits in the Court of Chancery in New Castle County, Delaware
relating to the Corporation's acquisition of CNW. On April 13, 1995, counsel
for CNW, the Corporation and the plaintiffs entered into a Memorandum of
Understanding (the "Memorandum of Understanding") proposing to settle all of the
pending class action lawsuits relating to the acquisition. The parties to the
Memorandum of Understanding also prepared and submitted to the Delaware Court of
Chancery for its approval a Stipulation of Settlement of the pending class
action lawsuits. A hearing on the Stipulation of Settlement was held and on
June 26, 1995 the Stipulation of Settlement was approved by the Court with
certain revisions, thereby settling this litigation.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
(a) Exhibits
--------
Exhibit No. Description
----------- -----------
2(a) Agreement and Plan of Merger, dated as of August 3,
1995, among the Corporation, Union Pacific Railroad
Company, UP Acquisition Corporation (the "Purchaser")
and Southern Pacific, is incorporated by reference to
Exhibit (c)(1) to the Corporation's Tender Offer
Statement on Schedule 14D-1, dated August 9, 1995.
2(b) List of Schedules to Agreement and Plan of Merger, dated
as of August 3, 1995, among the Corporation, Union
Pacific Railroad Company, the Purchaser and Southern
Pacific.
2(c) Shareholders Agreement, dated as of August 3, 1995,
among the Corporation, the Purchaser, The Anschutz
Corporation ("TAC"), Anschutz Foundation (the
"Foundation"), and Mr. Philip F. Anschutz ("Mr.
Anschutz"), is incorporated by reference to Exhibit
(c)(2) to the Corporation's Tender Offer Statement on
Schedule 14D-1, dated August 9, 1995.
2(d) Shareholders Agreement, dated as of August 3, 1995,
among the Corporation, the Purchaser and The Morgan
Stanley Leveraged Equity Fund II, L.P., is incorporated
by reference to Exhibit (c)(3) to the Corporation's
Tender Offer Statement on Schedule 14D-1, dated August
9, 1995.
2(e) Shareholders Agreement, dated as of August 3, 1995,
among the Corporation, the Purchaser and Southern
Pacific, is incorporated by reference to Exhibit (c)(4)
to the Corporation's Tender Offer Statement on Schedule
14D-1, dated August 9, 1995.
<PAGE> 9
2(f) Shareholders Agreement, dated as of August 3, 1995,
among UPRG, TAC, the Foundation and Mr. Anschutz, is
incorporated by reference to Exhibit (c)(5) to the
Corporation's Tender Offer Statement on Schedule 14D-1,
dated August 9, 1995.
2(g) Registration Rights Agreement, dated as of August 3,
1995, among the Corporation, TAC and the Foundation, is
incorporated by reference to Exhibit (c)(6) to the
Corporation's Tender Offer Statement on Schedule 14D-1,
dated August 9, 1995.
2(h) Registration Rights Agreement, dated as of August 3,
1995, between the Purchaser and Southern Pacific, is
incorporated by reference to Exhibit (c)(7) to the
Corporation's Tender Offer Statement on Schedule 14D-1,
dated August 9, 1995.
2(i) Registration Rights Agreement, dated as of August 3,
1995, among UPRG, TAC and the Foundation, is
incorporated by reference to Exhibit (c)(8) to the
Corporation's Tender Offer Statement on Schedule 14D-1,
dated August 9, 1995.
2(j) Voting Trust Agreement, dated as of August 3, 1995,
among the Corporation, the Purchaser and Southwest Bank
of St. Louis, is incorporated by reference to Exhibit
(c)(9) to the Corporation's Tender Offer Statement on
Schedule 14D-1, dated August 9, 1995.
27 Financial Data Schedule.
(b) Reports on Form 8-K
--------------------
No reports on Form 8-K were filed during the quarter ended June
30, 1995.
<PAGE> 10
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized, on this 14th day of August, 1995.
MISSOURI PACIFIC RAILROAD COMPANY
By /s/ C. E. Billingsley
-----------------------------
C. E. Billingsley,
Chief Accounting Officer
By /s/ E. L. Butler
----------------------------
E. L. Butler,
Assistant Vice President - Finance
<PAGE> Exhibit Index
MISSOURI PACIFIC RAILROAD COMPANY
EXHIBIT INDEX
Exhibit No. Description
----------- ---------------
2(a) Agreement and Plan of Merger, dated as of August 3, 1995, among
the Corporation, Union Pacific Railroad Company, UP Acquisition
Corporation (the "Purchaser") and Southern Pacific, is
incorporated by reference to Exhibit (c)(1) to the Corporation's
Tender Offer Statement on Schedule 14D-1, dated August 9, 1995.
2(b) List of Schedules to Agreement and Plan of Merger, dated as of
August 3, 1995, among the Corporation, Union Pacific Railroad
Company, the Purchaser and Southern Pacific.
2(c) Shareholders Agreement, dated as of August 3, 1995, among the
Corporation, the Purchaser, The Anschutz Corporation ("TAC"),
Anschutz Foundation (the "Foundation"), and Mr. Philip F. Anschutz
("Mr. Anschutz"), is incorporated by reference to Exhibit (c)(2) to
the Corporation's Tender Offer Statement on Schedule 14D-1, dated
August 9, 1995.
2(d) Shareholders Agreement, dated as of August 3, 1995, among the
Corporation, the Purchaser and The Morgan Stanley Leveraged Equity
Fund II, L.P., is incorporated by reference to Exhibit (c)(3) to
the Corporation's Tender Offer Statement on Schedule 14D-1, dated
August 9, 1995.
2(e) Shareholders Agreement, dated as of August 3, 1995, among the
Corporation, the Purchaser and Southern Pacific, is incorporated
by reference to Exhibit (c)(4) to the Corporation's Tender Offer
Statement on Schedule 14D-1, dated August 9, 1995.
2(f) Shareholders Agreement, dated as of August 3, 1995, among UPRG,
TAC, the Foundation and Mr. Anschutz, is incorporated by reference
to Exhibit (c)(5) to the Corporation's Tender Offer Statement on
Schedule 14D-1, dated August 9, 1995.
2(g) Registration Rights Agreement, dated as of August 3, 1995, among
the Corporation, TAC and the Foundation, is incorporated by
reference to Exhibit (c)(6) to the Corporation's Tender Offer
Statement on Schedule 14D-1, dated August 9, 1995.
2(h) Registration Rights Agreement, dated as of August 3, 1995, between
the Purchaser and Southern Pacific, is incorporated by reference
to Exhibit (c)(7) to the Corporation's Tender Offer Statement on
Schedule 14D-1, dated August 9, 1995.
2(i) Registration Rights Agreement, dated as of August 3, 1995, among
UPRG, TAC and the Foundation, is incorporated by reference to
Exhibit (c)(8) to the Corporation's Tender Offer Statement on
Schedule 14D-1, dated August 9, 1995.
2(j) Voting Trust Agreement, dated as of August 3, 1995, among the
Corporation, the Purchaser and Southwest Bank of St. Louis, is
incorporated by reference to Exhibit (c)(9) to the Corporation's
Tender Offer Statement on Schedule 14D-1, dated August 9, 1995.
27 Financial Data Schedule.
Exhibit 2(b)
LIST OF
SCHEDULES
to
Agreement and Plan of Merger
dated as of
August 3, 1995
Schedule 3.1 Organization of Southern Pacific Rail Corporation ("Southern
Pacific")
Schedule 3.2 Capitalization of Southern Pacific
Schedule 3.4 Consents and Approvals: No Violations by Southern Pacific
Schedule 3.6 Absence of Certain Changes relating to Southern Pacific
Schedule 3.7 No Undisclosed Liabilities of Southern Pacific
Schedule 3.9 Employee Benefit Plans of Southern Pacific; ERISA
Schedule 3.11 No Default by Southern Pacific
Schedule 3.12 Taxes
Schedule 3.14 Assets; Real Property of Southern Pacific
Schedule 3.15 Environmental Matters of Southern Pacific
Schedule 3.16 Transactions with Affiliates of Southern Pacific
Schedule 5.1 Interim Operations of Southern Pacific
Schedule 5.6 Employee Benefits
* The Registrant agrees to furnish supplementally a copy of any of the Schedules
listed above to the Commission upon request.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
MISSOURI PACIFIC RAILROAD COMPANY AND SUBSIDIARY COMPANIES
FINANCIAL DATA SCHEDULE - EXHIBIT 27
($ in thousands)
(Unaudited)
Schedule contains summary financial information extracted from
the Statements of Consolidated Income and Consolidated Financial
Position and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> JUN-30-1995
<CASH> 7,612
<SECURITIES> 0
<RECEIVABLES> 72,074
<ALLOWANCES> 0
<INVENTORY> 102,349
<CURRENT-ASSETS> 278,481
<PP&E> 6,104,247
<DEPRECIATION> 1,863,164
<TOTAL-ASSETS> 4,677,689
<CURRENT-LIABILITIES> 1,298,672
<BONDS> 376,154
<COMMON> 1
0
0
<OTHER-SE> 1,386,484
<TOTAL-LIABILITY-AND-EQUITY> 4,677,689
<SALES> 0
<TOTAL-REVENUES> 1,177,696
<CGS> 0
<TOTAL-COSTS> 928,847
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 44,487
<INCOME-PRETAX> 231,224
<INCOME-TAX> 85,469
<INCOME-CONTINUING> 145,755
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 145,755
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
