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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
under the Securities Exchange Act of 1934
(Amendment No. 10)
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 Amendment No. 10 amends and supplements the
Schedule 13D relating to the beneficial ownership 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"), 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.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF
THE ISSUER.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The information set forth in Items 4, 6 and 7 of
the Schedule 13D is hereby amended and supplemented by
the following information:
On November 30, 1995, Parent issued a press release
announcing, among other things, that it had filed its
application with the ICC to acquire the Company. A copy
of the press release is attached hereto as Exhibit
(g)(5) and incorporated herein by reference.
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: December 1, 1995 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: December 1, 1995 UP ACQUISITION CORPORATION
By: /s/ Carl W. von Bernuth
Name: Carl W. von Bernuth
Title: Vice President and
Assistant Secretary
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: December 1, 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
(g)(3) Text of press release issued by Parent on
November 30, 1995.
[LOGO]
FOR IMMEDIATE RELEASE
UNION PACIFIC FILES ICC APPLICATION
WASHINGTON, D.C., NOVEMBER 30 - Union Pacific Corporation
(NYSE: UNP) today filed its application with the
Interstate Commerce Commission (ICC) to acquire the
Southern Pacific Rail Corporation (NYSE: RSP).
The application, which is the most extensive rail
merger plan ever filed with the ICC, quantified $750
million in annual public benefits from operating
efficiencies, facility consolidations, cost savings and
increased business, including $90 million in customer
savings. Union Pacific initially estimated annual
benefits of about $500 million when it announced the
acquisition on August 3.
UP anticipates spending as much as $1.3 billion on
capacity and service enhancing projects related to the
merger, one of the most aggressive upgradings in U.S.
rail history. These expenditures will be funded, in
part, through asset sales of approximately $300 million.
"Once our merger plan is implemented, our customers
will receive new and enhanced services -- improvements
that truly deserve the term 'unprecedented'," said Drew
Lewis, UP Corporation Chairman and Chief Executive
Officer.
Southern Pacific Chairman Philip Anschutz said time
is of the essence to consummate the merger because SP
already is feeling the impact of the new Burlington
Northern Santa Fe combination. "Already BN/Sante Fe has
become an extremely powerful competitor for a stand-alone
SP," Anschutz said. The UP/SP merger application totals
8,100 pages in 14 books. The proposed transaction is
endorsed by more than 1,300 parties, including 1,066
statements from customers, the governors of seven states,
224 legislators, state agencies, mayors and other public
officials as well as by 41 short line railroads and the
Ports of Houston and Oakland.
Today's filing begins a regulatory review process
that should result in a decision by August, 1996.
"This merger will complete the transformation of the
western rail system that began more than 20 years ago,"
said Lewis. "The West will be served by competitive rail
systems that have efficient routes and wide access to
markets that are essential if railroads are to meet
customer needs."
In describing the agreement with BN/Santa Fe that
assures rail competition at points where customers would
have gone from a choice of only UP or SP, Lewis said
customers indicated they wanted a financially strong
carrier with broad geographic coverage, such as BN/Santa
Fe, not a combination of regional competitors. "We have
presented a massive amount of evidence that proves beyond
a doubt that this merger is pro-competitive," he said.
The UP/SP merger is a $5.4 billion transaction. It
will form North America's largest railroad, a 31,000-mile
network operating in 25 states and serving both Mexico
and Canada. The new UP/SP system will yield extensive
new single-line service, faster schedules, more frequent
and reliable service, shorter routes and improved
equipment utilization.
Among the significant changes will be the shifting
of much of UP's Chicago to Los Angeles intermodal traffic
to the shorter Southern Pacific route via Kansas City and
El Paso. Designation of that corridor for expedited
traffic will increase capacity as well as free up
capacity on UP's central corridor through Wyoming and
Nebraska. Since the mixing of trains that operate at
different speeds adds to congestion, the new plan will
make operations on both corridors more efficient.
Traffic between the Gulf Coast and the East will be
separated by direction, using the former SP (Cotton Belt)
route through Arkansas and Texas primarily as the
southbound corridor and the parallel UP route as the
northbound corridor. This will greatly improve capacity
and service.
The merger will provide the first direct single-line
service between California and Seattle/Tacoma, on the "I-
5 Corridor," utilizing SP's Los Angeles-San Francisco
line. This will also allow new through trains between
the Pacific Northwest and New Orleans.
One of the major construction projects proposed is a
new "Inland Empire" intermodal terminal in the eastern
Los Angeles Basin. Plans also call for new or expanded
intermodal terminals in a number of cities, including
Oakland, Portland, Salt Lake City, Denver, Chicago, St.
Louis, San Antonio, Kansas City, Texarkana and Harlingen.
Among the other proposed improvements are:
* Enhancing capacity on the SP route between El Paso
and Los Angeles.
* Upgrading the SP line between Kansas City and El
Paso.
* Upgrading the UP line between El Paso and Fort Worth.
* Upgrading UP's north-south "OKT Route" between
Topeka and Fort Worth via Wichita and El Reno for a
major coal/grain corridor, relieving congestion at
Kansas City and adding new competitive Oklahoma City
service.
* Upgrading UP's east-west "Kansas Pacific Route"
between Denver and Topeka to handle Utah and
Colorado coal.
* Upgrading the UP main line between Lake Charles and
New Orleans.
* Upgrading SP's Roseville classification yard near
Sacramento, re-establishing it as the major rail hub
in Northern California.
* Improving clearances on the SP line over Donner Pass
in California to allow the use of "high cube" double
stack equipment.
* Removing clearance restrictions on SP's north-south
"I-5 Corridor" between Portland and Roseville to
allow the operation of high cube double stack
trains.
* Relieving congestion in Salt Lake City by using the
central corridor via Ogden for transcontinental
traffic.