SOUTHERN PACIFIC RAIL CORP 4
4 · SOUTHERN PACIFIC RAIL CORP · Filed Oct 9, 1996
Insider Transaction Report
Form 4
No transactions or holdings reported in this filing.
Footnotes (1)
- [1]THIS AMOUNT REPRESENTS (I) 39,034,471 SHARES, PAR VALUE $.001 PER SHARE (THE "SHARES"), OF SOUTHERN PACIFIC RAIL CORPORATION ("SP") ACQUIRED BY UP ACQUISITION CORPORATION ("UP ACQUISITION"), AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF UNION PACIFIC CORPORATION ("UP"), ON SEPTEMBER 7, 1995, PURSUANT TO UP ACQUISITION'S TENDER OFFER DATED AUGUST 9, 1995 AND (II) 117,137,428 SHARES HELD BY REMAINING SHAREHOLDERS OF SP FOLLOWING THE COMPLETION OF THE TENDER OFFER BY UP ACQUISITION. PURSUANT TO A VOTING TRUST AGREEMENT, DATED AUGUST 3, 1995, BY AND AMONG UP ACQUISITION AND SOUTHWEST BANK OF ST. LOUIS, AS TRUSTEE, PURSUANT TO WHICH 39,034,471 SHARES WERE DEPOSITED ON SEPTEMBER 7, 1995 INTO A VOTING TRUST PENDING APPROVAL OF THE INTERSTATE COMMERCE COMMISSION OF THE PROPOSED MERGER OF UP AND SP. ON JUNE 25, 1996, THE CORPORATE EXISTENCE OF UP ACQUISITION CEASED AND TERMINATED UPON THE MERGER OF UP ACQUISITION WITH AND INTO UNION PACIFIC RAILROAD COMPANY ("UPRR") WITH UPRR SURVIVING AS AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF UP. ON SEPTEMBER 11, 1996, THE CORPORATE EXISTENCE OF SP CEASED AND TERMINATED UPON THE MERGER OF SP WITH AND INTO UP HOLDING COMPANY, INC. ("HOLDING"), WITH HOLDING SURVIVING AS A WHOLLY-OWNED SUBSIDIARY OF UP. UNION PACIFIC CORPORATION /S/ CARL W. VON BERNUTH OCTOBER 9, 1996 --------------------------------------------- ------------------------- **