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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
under the Securities Exchange Act of 1934
(Amendment No. 13)
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. 13 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 April 29, 1996, Parent issued a press release
relating to a filing made in connection with the
regulatory approval of the Merger, which press release
is attached hereto as Exhibit (g)(7) and is 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: April 30, 1996 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: April 30, 1996 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: April 30, 1996 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)(7) Text of press release issued by Parent on April 29, 1996.
[UP LOGO] UNION PACIFIC
CORPORATION NEWS RELEASE
Contact: 610-861-3382
Gary F. Schuster
Vice President-
Corporate Relations
Martin Tower
Eighth & Eaton Avenues
Bethlehem, PA 18018
FOR IMMEDIATE RELEASE
BETHLEHEM, PA, APRIL 29 -- In a comprehensive filing with
the U.S. Surface Transportation Board (STB), Union Pacific
Corporation and Southern Pacific Rail Corporation (SP)
rebutted concerns raised by the Department of Justice,
some shippers and certain railroads about UP's proposed
merger with SP. In the filing, UP/SP show that the merger
is overwhelmingly in the public interest and pro-
competitive, with remarkable benefits to customers, and
with unprecedented backing from shippers, government
officials, labor unions and railroads.
"Not a single UP/SP customer will lose a choice
of railroads," the filing states. "Every customer will
benefit from radical improvements in route mileages,
single-line service, equipment supply, service
reliability, operating efficiency and cost." To ensure
the pro-competitive character of the proposed UP/SP
system, Union Pacific recently enhanced its original
trackage rights agreement with BN/Santa Fe, resulting in a
decision by the Chemical Manufacturers Association to
withdraw its opposition to the merger.
"Our agreement with BN/Santa Fe, as recently
revised, extends BN/Santa Fe's Houston-Memphis trackage
rights to St. Louis, allows BN/Santa Fe to run its trains
with the flow of our directional traffic in that critical
corridor, and sets up a fund dedicating trackage rights
fees to maintain the trackage rights lines," said Dick
Davidson, Union Pacific president and chief operating
offer.
The UP/SP filing also rebuts a Department of
Justice charge that the merger would raise costs to
shippers and not achieve stated public benefits. "These
assumptions fly in the face of common sense," Davidson
said. "If we raise our rates to shippers, we leave
ourselves wide open to having the business taken away from
us by BN/Santa Fe, which will have competitive trackage
rights on more than 3,900 miles of the merged system.
"As to the public benefits, we intend to invest
more than $1.3 billion in new track, facilities and
equipment, with the largest expenditures in such critical
states as Texas and California," Davidson stated. "By re-
routing traffic over the best routes offered by the
merger, we will provide the fastest and most direct
service in the Western railroad business. This merger
will have major public benefits, just as our prior mergers
have."
The UP/SP evidence also rebuts another charge
leveled by the Department of Justice -- that Southern
Pacific is financially viable and fully capable of raising
capital on its own. The filing states: "SP has lost the
competitive race. SP simply cannot maintain its role as
a major Western competitor in the face of the BN/Santa Fe
merger, and it will be forced to retrench if this merger
is not approved." SP has indicated it is losing half a
million dollars a day in cash flow and has had a negative
cash flow in 15 of the last 17 years. The filing details
the steps SP will have to take to cut back its business
and reduce service for shippers if the merger is not
approved.
According to the UP/SP rebuttal filing,
divesture proposals by Conrail, Kansas City Southern and
Montana Rail Link (MRL) would devastate planned service
improvements, particularly between the Midwest and Texas.
Shippers on the divested lines would receive inferior
service, lose single-line routes, and face increased
delays and costs. The proposed divestures would lead to a
balkanization of rail service for thousands of rail
customers, and the complete loss of service by many. The
UP/SP rebuttal shows that the Conrail divestiture proposal
would destroy single-line service for more than 350,000
cars of traffic per year, and cost UP/SP $924 million in
annual revenues, largely from shippers who will not lose
any competitive alternative as a result of the merger.
MRL's proposal would destroy single-line service for
224,000 annual carloads and cost UP/SP $631 million in
annual revenues.
"The proposed UP/SP merger has drawn more
support than any other merger in history, and it continues
to mount," said Davidson. "More than 1,300 customers; the
governors, attorneys general and transportation agencies
of 20 affected states; the principal West Coast and Gulf
Coast ports; and more than 650 state legislators and local
officials and agencies have thrown their support behind
it."
Rail labor, which has opposed every merger since
the Staggers Act of 1980, supports the UP/SP merger.
Seven unions representing the majority of UP/SP union
employees endorse it, recognizing as the UP/SP rebuttal
indicates, that "the best prospect for secure, well-paid
jobs lies in having a financially sound UP/SP system that
can match BN/Santa Fe competitively." In addition,
numerous railroads, including CSX, Canadian National, Utah
Railway, Gateway Western, Wisconsin Central and 50
shortlines, have endorsed the merger, often citing
benefits to their own operations and customers.
The filing declares that the merger will create
a system that far transcends what either UP or SP can do
today, and places them in a position to compete head-to-
head with BN/Santa Fe. These wholly new railroad systems
will have far lower cost and radically more efficient
operating capabilities, and will be able to offer many
services that neither UP, nor SP, nor BN/Santa Fe can
offer now. They will bring rail competition in the West
to an entirely new level, with tremendous benefits for our
national economy and world trade.
-042996st-
The narrative for the UP/SP rebuttal is available via the
Internet on the Union Pacific Railroad homepage.
http://www.uprr.com/ This is entitled: UP/SP Rebuttal
found under the "News" section.