<PAGE> 1
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 TRANSPORTATION COMPANY
---------------------------------------
(Exact Name of Registrant as Specified in Charter)
Delaware 1-6146 94-6001323
- ------------------------------------------------------------------------
(State or Other (Commission (IRS Employer
Jurisdiction File Number) Identification No.)
of Incorporation)
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)
<PAGE> 2
Item 1. Changes in Control of Registrant.
Southern Pacific Transportation Company is a wholly-owned subsidiary of
Southern Pacific Rail Corporation, a Utah corporation ("SPRC"). 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, a Delaware 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"
("SPRC"). 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.
SPRC, the successor to Southern Pacific, is a wholly-owned subsidiary of
UP. SPRC 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
SPRC 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.
<PAGE> 3
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 by Union Pacific Corporation 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 Rail Corporation Senior Notes.
<PAGE> 4
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, Southern
Pacific Transportation Company has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Dated: September 18, 1996
SOUTHERN PACIFIC TRANSPORTATION
COMPANY
By: /s/ Carl W. von Bernuth
---------------------------------
Carl W. von Bernuth
Vice President and General Counsel
<PAGE> 5
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 by Union Pacific Corporation 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 Rail Corporation Senior Notes.
Exhibit 99.1
------------
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
------------
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.
