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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
under the Securities Exchange Act of 1934
(Amendment No. 9)
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. 9 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 7. MATERIAL TO BE FILED AS EXHIBITS.
The information set forth in Items 4 and 7 of the
Schedule 13D is hereby amended and supplemented by the
following information:
On October 20, 1995, Parent issued a press release
announcing, among other things, that it supports an ICC
proposed 255-day procedural schedule for consideration
of the approval of the Merger by the ICC. A copy of the
press release is attached hereto as Exhibit (g)(4) 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: October 24, 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: October 24, 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: October 24, 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)(4) Text of press release issued by Parent on
October 20, 1995.
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UNION PACIFIC
CORPORATION - LOGO NEWS RELEASE
Contact: 610-861-3382
Gary F. Schuster
Vice President-Corporate
Relations
Martin Tower
Eighth and Eaton Avenues
Bethlehem, PA 18018
FOR IMMEDIATE RELEASE
BETHLEHEM, October 20 -- The expedited procedural
schedule announced by the Interstate Commerce Commission to
consider the proposed Union Pacific (NYSE:UNP)-Southern Pacific
(NYSE:RSP) merger is reasonable and maintains the summer of 1996
target for a decision, UP Corporation Chairman Drew Lewis said
today.
Lewis noted that the 255-day schedule announced
Thursday will be among the fastest ever for a major rail merger.
Only the Burlington Northern Santa Fe merger and the 1988 sale of
SP to Rio Grande Industries were faster. By law the ICC has up
to 31 months to rule on rail mergers.
"More than 1,000 of our customer already have endorsed
our proposed partnership with Southern Pacific. This early and
heavy customer support is unprecedented," Lewis said.
In its announcement Thursday, the ICC declined requests
by outside parties for a hearing schedule of as long as 2 1/2
years. It stated that it granted an expedited schedule for the
UP/SP case because the applicants justified the need for a
departure from the normal, more lengthy procedure.
"We have a solid case, solid support and look forward
to creating a strong competitive system to balance the
transportation network in the West," Lewis said.