SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
__________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) September 11, 1996
SOUTHERN PACIFIC RAIL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
Delaware 1-12166 84-1092482
(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
Southern Pacific Building, One Market Plaza, San Francisco, CA 94105
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code (415) 541-1000
N/A
FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
Item 1. Changes in Control of Registrant.
On September 11, 1996, pursuant to the Amended and Restated
Agreement and Plan of Merger (the "Merger Agreement"), dated as
of July 12, 1996, by and among Southern Pacific Rail Corporation
("Southern Pacific"), Union Pacific Corporation ("UP"), Union
Pacific Railroad Company, UP Holding Company, Inc. ("Holding")
and Union Pacific Merger Co. ("Mergerco"), Southern Pacific was
merged with and into Holding (the "Merger") with Holding as the
surviving corporation. Immediately following the Merger, the
name of the surviving corporation was changed to "Southern
Pacific Rail Corporation." As a result of the Merger, each share
of Southern Pacific common stock, par value $.001 per share (the
"Shares"), was converted into the right to receive, in accordance
with the elections filed by the stockholders of Southern Pacific,
(a) $25.00 per Share in cash, without interest thereon, (b) .4065
shares of UP common stock, par value $2.50 per share, for each
Share, or (c) a combination thereof, all as more fully set forth
in the Merger Agreement. A copy of the press release issued by
UP announcing the consummation of the Merger is attached as
Exhibit 99.1 and is incorporated herein by reference in its
entirety.
On September 5, 1996, UP commenced a tender offer (the
"Tender Offer") for any and all of the outstanding 9-3/8% Senior
Notes due 2005 (the "Notes") of Southern Pacific. The Tender
Offer will expire at 12:00 midnight, New York City time, on
October 2, 1996, unless extended. The Tender Offer is
conditioned upon the receipt of consents (the "Consent
Solicitation") from holders of a majority of the principal amount
of the Notes outstanding to certain amendments to the Indenture,
dated as of August 15, 1993 (the "Indenture"), by and between
Southern Pacific and State Street Bank and Trust Company, a
Massachusetts trust company (and successor to The First National
Bank of Boston), as amended, which provided for the issuance of
the Notes. A copy of the press release issued by UP announcing
the commencement of the Tender Offer and Consent Solicitation is
attached as Exhibit 99.2 and is incorporated herein by reference
in its entirety.
As a result of the Merger, Southern Pacific is a wholly-
owned subsidiary of UP. Southern Pacific will continue to file
periodic reports under the Securities Exchange Act of 1934, as
amended, until such time as the Indenture is amended pursuant to
the Consent Solicitation to eliminate a covenant in the Indenture
requiring Southern Pacific to file such periodic reports.
Certain additional information about the Merger which is
required by Item 1 of this Current Report on Form 8-K is
incorporated herein by reference from the information set forth
in the Joint Proxy Statement/Prospectus, dated July 16, 1996, of
Southern Pacific and UP.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(c) Exhibits
20 Joint Proxy Statement/Prospectus, dated July 16, 1996, of
Southern Pacific Rail Corporation and Union Pacific
Corporation, incorporated by reference to the Post-Effective
Amendment No. 2 to the Registration Statement on Form S-4
as filed with the Securities and Exchange Commission on July
16, 1996.
99.1 Text of Press Release, dated September 11, 1996, issued by
Union Pacific Corporation announcing consummation of the
Merger.
99.2 Text of Press Release, dated September 4, 1996, issued by
Union Pacific Corporation announcing commencement of the
tender offer for Southern Pacific Senior Notes.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, Southern Pacific has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
September 11, 1996
SOUTHERN PACIFIC RAIL CORPORATION
By: /s/ Carl W. von Bernuth
______________________________
Name: Carl W. von Bernuth
Title: Vice President
EXHIBIT INDEX
Exhibit Description
20 Joint Proxy Statement/Prospectus, dated
July 16, 1996, of Southern Pacific Rail
Corporation and Union Pacific
Corporation, incorporated by reference
to the Post-Effective Amendment No. 2 to
the Registration Statement on Form S-4
as filed with the Securities and
Exchange Commission on July 16, 1996.
99.1 Text of Press Release, dated September
11, 1996, issued by Union Pacific
Corporation announcing consummation of
the Merger.
99.2 Text of Press Release, dated September
4, 1996, issued by Union Pacific
Corporation announcing commencement of
the tender offer for Southern Pacific
Senior Notes.
Exhibit 99.1
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.
Exhibit 99.2
UNION PACIFIC CORPORATION
FOR IMMEDIATE RELEASE
UNION PACIFIC CORPORATION COMMENCES FIXED SPREAD TENDER
OFFER FOR ANY AND ALL $375 MILLION PRINCIPAL AMOUNT OF
SOUTHERN PACIFIC RAIL CORPORATION
9-3/8% SENIOR NOTES DUE 2005
BETHLEHEM, PA, SEPTEMBER 4 -- Union Pacific Corporation will
commence a tender offer tomorrow, September 5, 1996, for any and
all of the outstanding 9-3/8% Senior Notes due 2005 of Southern
Pacific Rail Corporation, Union Pacific's proposed merger
partner. The offer will expire at 12:00 midnight, New York City
time, on October 2, 1996, unless extended.
The offer will be conditioned upon the consummation of
the merger of Southern Pacific Rail Corporation into a subsidiary
of Union Pacific Corporation. The merger is expected to become
effective September 11, 1996. Holders who tender their Notes
will be required to consent to amendments to the Indenture
relating to the Notes which would eliminate or modify many of the
restrictive covenants and delete certain events of default
contained in the Indenture. The offer will also be conditioned
upon receiving such consents from holders of a majority of the
principal amount of the outstanding Notes.
The purchase price for Notes that are tendered
pursuant to the offer will be the price resulting from a yield to
the first call date applicable to the Notes equal to a fixed
spread of 35 basis points over the yield on the 9-1/4% U.S.
Treasury Note due August 15, 1998. Using this formula, the
purchase price for the Notes will be set at 2:00 p.m., New York
City time, on September 30, 1996, the second business day prior
to the scheduled expiration date of the offer. The Notes are
first callable on August 15, 1998, at a price of 104.167% of the
principal amount. Lehman Brothers Inc. is the dealer manager and
solicitation agent for the offer and consent solicitation.
Union Pacific Corporation is one of North America's
leading transportation companies, with operations in all 50
United States, Canada and Mexico. On August 12, 1996, Union
Pacific obtained regulatory approval for the merger of Southern
Pacific Rail Corporation with Union Pacific. This transaction
will form North America's largest railroad, a 31,000-mile network
operating in 25 states and serving both Mexico and Canada.
Skadden, Arps, Slate, Meagher & Flom
September 11, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Current Report on Form 8-K for
Southern Pacific Rail Corporation
Dear Sir or Madam:
On behalf of Southern Pacific Rail Corporation,
transmitted herewith for filing pursuant to Rule 13a-11
under the Securities Exchange Act of 1934, as amended, is
a Current Report on Form 8-K of Union Pacific
Corporation. By copy of this letter, Southern Pacific
Rail Corporation is filing a copy of the enclosed Current
Report on Form 8-K with the New York Stock Exchange, Inc.
Very truly yours,
/s/ Michael L. Bunder
Enclosures
cc: The New York Stock Exchange, Inc.
