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
-------------------
UNION PACIFIC CORPORATION
- ----------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Utah 1-6075 13-2626465
- ----------------------------------------------------------------------------
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
Eighth and Eaton Avenues, Bethlehem, Pennsylvania 18018
- -----------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (610) 861-3200
______________
N/A
- ------------------------------------------------------------------------------
Former Name or Former Address, if Changed Since Last Report)
2
Item 2. Acquisition or Disposition of Assets.
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 Union Pacific Corporation (the "Company"), Union Pacific Railroad
Company, Southern Pacific Rail Corporation ("Southern Pacific"), UP Holding
Company, Inc. ("Holding") and Union Pacific Merger Co., 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." As a result
of the Merger, each share of Southern Pacific common stock, par value $.001
per share (the "SP Shares"), was converted into the right to receive, in
accordance with the elections filed by the stockholders of Southern Pacific,
(a) $25.00 per SP Share in cash, without interest thereon, (b) .4065 shares of
the Company's common stock, par value $2.50 per share ("UPC Common Stock"),
for each SP Share, or (c)a combination thereof, subject to proration, all as
more fully set forth in the Merger Agreement. The purchase price was estab-
lished through arms-length negotiations between the Company and Southern
Pacific. The Company intends to integrate Southern Pacific's rail operations
with the rail operations of the Company.
The Company consummated the Merger by issuing approximately 38.1 million
shares of UPC Common Stock in exchange for approximately 93.7 million SP
Shares and paying $586 million for approximately 23.4 million SP Shares (i.e.,
$25 for each such Share). As a result of a first step cash tender offer
completed in September 1995, the Company made an initial investment in
Southern Pacific of $976 million - $25 per share for approximately 39 million
SP Shares (approximately 25% of Southern Pacific's then outstanding common
stock). The combination of these transactions has resulted in the Company's
acquisition of 100% ownership of Southern Pacific. For accounting purposes,
the UPC Common Stock issued in connection with the Merger is valued at $65 per
share, the average of the high and low trading prices as reported on the New
York Stock Exchange on August 3, 1995, the day the Merger was first announced,
for a total value of $2.48 billion. As a result, the total consideration paid
for Southern Pacific, including both cash and stock and including the first
step cash tender offer, is approximately $4.04 billion. The Merger has been
accounted for as a purchase.
The Company funded the cash paid to Southern Pacific shareholders
pursuant to the Merger through the use of its outstanding credit facilities
and other borrowings from private or public lenders.
Prior to the Merger, Mr. Philip F. Anschutz, The Anschutz Corporation,
an affiliate of Mr. Anschutz, and Anschutz Foundation, of which Mr. Anschutz
is a director (collectively, the "Anschutz Shareholders"), beneficially owned
40,322,612 SP Shares or approximately 25.8% of the outstanding SP Shares. As
a result of the Merger, the Anschutz Shareholders received 12.68 million
shares of UPC Common Stock, which represents approximately 5.2% of the total
UPC Common Stock outstanding.
A copy of the press release announcing the consummation of the Merger is
attached as Exhibit 99.1 and is incorporated herein by reference in its
entirety.
Certain additional information about the Merger which is required by
Item 2 of this Current Report on Form 8-K is set forth in the Joint Proxy
Statement/Prospectus, dated July 16, 1996, of Southern Pacific and the
Company, which is hereby incorporated by reference in this report.
Item 5. Other Events.
On September 12, 1996, the Company declared a special dividend of all
shares of common stock of Union Pacific Resources Group Inc. owned by the
Company. A copy of the press release announcing this dividend declaration is
3
attached as Exhibit 99.4 and is incorporated herein by reference in its
entirety.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired. The historical
financial statements of Southern Pacific and its subsidiary companies which
are required to be reported in this Current Report on Form 8-K are attached as
Exhibits 99.2 and 99.3 and are incorporated herein by reference in their
entirety. A manually signed independent auditors' report is included in the
financial statements set forth in Exhibit 99.3.
(b) Pro Forma Financial Information. Because regulatory
restrictions prevented the Company from performing customary due diligence
subsequent to August 1995, the Company has determined that it is impracticable
to provide the pro forma financial information required to be reported in this
Current Report on Form 8-K at this time. The Company will file the required
pro forma financial information under cover of an amendment to this Current
Report on Form 8-K as soon as practicable but in no event later than November
25, 1996.
(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 Commis-
sion on July 16, 1996.
23 Consent of KPMG Peat Marwick LLP, Independent Auditors.
99.1 Text of Press Release, dated September 11, 1996, issued by Union Pacific
Corporation announcing consummation of the Southern Pacific Merger.
99.2 Financial Statements of Southern Pacific and Subsidiary Companies as of
June 30, 1996 and December 31, 1995 and for the six months ended June
30, 1996 and 1995 and the three months ended June 30, 1996 and 1995 as
set forth in the Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 1996, of Southern Pacific.
99.3 Financial Statements of Southern Pacific and Subsidiary Companies as of
December 31, 1995 and 1994 and for the three-year period ended December
31, 1995 as set forth in the Annual Report on Form 10-K for the year
ended December 31, 1995, of Southern Pacific.
99.4 Text of Press Release, dated September 12, 1996, issued by the Union
Pacific Corporation announcing a special dividend of all the remaining
shares of common stock of Union Pacific Resources Group Inc. owned by
Union Pacific.
4
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: September 16, 1996
UNION PACIFIC CORPORATION
By: /s/ L. White Matthews, III
---------------------------------
L. White Matthews, III
Executive Vice President-Finance,
Chief Financial Officer and Director
5
EXHIBIT INDEX
Exhibit Description
20 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 Commission on July
16, 1996.
23 Consent of KPMG Peat Marwick LLP, Independent Auditors.
99.1 Text of Press Release, dated September 11, 1996,
issued by the Union Pacific Corporation announcing
consummation of the Southern Pacific Merger.
99.2 Financial Statements of Southern Pacific and Subsidiary
Companies as of June 30, 1996 and December 31, 1995
and for the six months ended June 30, 1996 and 1995
and the three months ended June 30, 1996 and 1995
as set forth in the Quarterly Report on Form 10-Q for
the quarterly period ended June 30, 1996, of Southern
Pacific.
99.3 Financial Statements of Southern Pacific and Subsidiary
Companies as of December 31, 1995 and 1994 and
for the three-year period ended December 31, 1995 as
set forth in the Annual Report on Form 10-K for the
year ended December 31, 1995, of Southern Pacific.
99.4 Text of Press Release, dated September 12, 1996,
issued by the Union Pacific Corporation announcing a
special dividend of all the remaining shares of common
stock of Union Pacific Resources Group Inc. owned by
Union Pacific.