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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(l) of
the Securities Exchange Act of 1934
(Amendment No. 1)
and
SCHEDULE 13D
under the Securities Exchange Act of 1934
(Amendment No. 1)
Southern Pacific Rail Corporation
(Name of Subject Company)
Union Pacific Corporation
UP Acquisition Corporation
Union Pacific Railroad Company
(Bidders)
Common Stock, Par Value $.001 Per Share
(Title of class of securities)
843584 10 3
(CUSIP number of class of securities)
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 on behalf of bidders)
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. 1 amends and supplements the
Tender Offer Statement on Schedule 14D-1 relating to the
tender offer by UP Acquisition Corporation ("Purchaser"),
a Delaware corporation and a 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"),
to purchase up to 39,034,471 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 Schedule 14D-1 or in the
Offer to Purchase referred to therein.
ITEM 10. ADDITIONAL INFORMATION.
The information set forth in Item 10(f) of the
Schedule 14D-1 is hereby amended and supplemented by the
following information.
On August 9, 1995, Parent issued a press release
announcing that Purchaser had commenced the Offer. A
copy of such press release is attached hereto as Exhibit
(a)(10) and incorporated herein by reference.
On August 9, 1995, Parent issued a press release
relating to the HSR Condition. A copy of such release is
attached hereto as Exhibit (a)(11) and incorporated
herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(10) Text of Press Release issued by Parent on
August 9, 1995.
(a)(11) Text of Press Release issued by Parent on
August 9, 1995.
SIGNATURE
After due 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: August 10, 1995 UNION PACIFIC CORPORATION
By: /s/ Carl W. von Bernuth
Name: Carl W. von Bernuth
Title: Senior Vice President
and General Counsel
SIGNATURE
After due 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: August 10, 1995 UP ACQUISITION CORPORATION
By: /s/ Carl W. von Bernuth
Name: Carl W. von Bernuth
Title: Vice President and
Assistant Secretary
SIGNATURE
After due 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: August 10, 1995 UNION PACIFIC RAILROAD COMPANY
By: /s/ Carl W. von Bernuth
Name: Carl W. von Bernuth
Title: Senior Vice President
and General Counsel
EXHIBIT INDEX
EXHIBIT DESCRIPTION
(a)(10) Text of Press Release issued by Parent on
August 9, 1995.
(a)(11) Text of Press Release issued by Parent on
August 9, 1995.
EXHIBIT A-10
FOR IMMEDIATE RELEASE
UNION PACIFIC COMMENCES TENDER
OFFER FOR SOUTHERN PACIFIC RAIL
CORPORATION
BETHLEHEM, PA, AUGUST 9, 1995 -- Union Pacific
Corporation (NYSE: UNP) announced today that UP
Acquisition Corporation, its indirect wholly owned
subsidiary, will commence today a cash tender offer for
up to 25 percent of the Common Stock of Southern Pacific
Rail Corporation (NYSE: RSP) at a price of $25.00 per
share. The tender offer is scheduled to expire at
midnight on Wednesday, September 6, 1995.
The offer is being made as the first step of the
acquisition of Southern Pacific pursuant to the
previously announced merger agreement between Union
Pacific and Southern Pacific.
EXHIBIT A-11
FOR IMMEDIATE RELEASE
UNION PACIFIC ANNOUNCES HART-SCOTT-RODINO ACT
EXEMPTION FOR SOUTHERN PACIFIC TENDER OFFER
BETHLEHEM, PA, AUGUST 9 -- Union Pacific Corporation
(NYSE:UNP) announced today that its counsel was orally advised
by the Premerger Notification Office of the Federal Trade
Commission that its previously announced tender offer for
common stock of Southern Pacific Rail Corporation (NYSE:RSP)
and related merger are exempt from the Hart-Scott-Rodino Act
Antitrust Improvements Act of 1976 (HSR). Accordingly, Union
Pacific currently expects that the condition to its tender
offer concerning HSR review will be satisfied.