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Notes on Southern Pacific Corporate History

This page was last updated on October 12, 2008.

Additional Sources:

Chronology History

(Note: Much of this history through 1933 is taken from "Historical Outline, Southern Pacific Company, March 1933", reprinted by Southern Pacific Historical & Technical Society)

(Note: This history is intended to compile dates and events in SP and CP history as they may apply to SP's lines in Utah.)

June 21, 1861:
"Central Pacific Rail Road of California" incorporated.

July 1, 1862 — President Lincoln signs the Pacific Railway Act, which authorized the Central Pacific and the Union Pacific to build a railroad to the Pacific Ocean.

December 11, 1862 — The Western Pacific Railroad Company was organized to build a line from San Jose to San Francisco, and from San Jose to Sacramento.

January 8, 1863 — Ground breaking ceremonies take place at Sacramento, California, at the foot of "K" Street at the waterfront of the Sacramento River.

October 26, 1863:
First rail laid, at Sacramento.

October 8, 1864:
Name is changed to "Central Pacific Railroad of California," following passage of the amendment to the Pacific Railroad Act.

January 10, 1865 — California Pacific Railroad was organized to build from Sacramento to Oakland.

December 1, 1868 — Central Pacific opened to Summit of the Sierra Nevada, 105 miles.

April 28, 1869 — Track crews on the Central Pacific lay 10 miles of track in one day. This is the longest stretch of track that has been built in one day to date.

May 10, 1869:
The Central Pacific and Union Pacific tracks meet in Promontory, Utah. First through train was operated on May 15.

November 11, 1869 — Central Pacific subsidiaries Western Pacific Railroad and San Francisco Bay Railroad completed the final leg of the route connecting Sacramento to Oakland.

June 23, 1870 — Central Pacific is consolidated with the Western Pacific and San Francisco Bay Railroad Co. to form the "Central Pacific Railroad Co." (of June, 1870).

August 1, 1871 — Central Pacific Railroad took control of California Pacific Railroad, by agreement. Cal-P remained as a separate corporation until 1899 when it became part of the new Central Pacific Railway.

October 12, 1870:
Southern Pacific Railroad was organized to take control of an earlier Southern Pacific Railroad incorporated on December 2, 1865, and controlled by Central Pacific interests at some time between March and September 1868. Construction began in April 1868, south from San Jose to Gilroy.

August 14, 1884:
Southern Pacific Company was incorporated in Kentucky; approved by an act of the Kentucky General Assembly on March 17, 1884.

April 1, 1885:
Southern Pacific's lease of Central Pacific took effect. The lease agreement was signed on February 17, 1885.

August 1, 1899:
Central Pacific was reorganized as the "Central Pacific Railway". The new company was organized and incorporated in Utah on July 26, 1899.

September 26, 1901:
E. H. Harriman became president of Southern Pacific Company. Harriman's Union Pacific Railroad took control of Southern Pacific Company during March 1901, by purchase of Huntington's 20 percent, and by purchase of an additional 18 percent on the open market. By June 1911, Union Pacific owned 46 percent of Southern Pacific's stock.

A recent comment by Tony Thompson on the Espee List summarizes Harriman's control of SP:

Only things I'd question is your statements about UP taking over SP in the Harriman era. As Maury Klein makes quite clear in his UP history volumes, Harriman really ran both railroads from above. UP practices in general did not get transferred to SP--if anything, it was in the other direction--and many UP officials chafed under Harriman management, along with many SP officials. The recent Richard Orsi book makes many of the same points.

It might be worth mentioning that though Harriman held the presidencies of both UP and SP, he did not exercise those offices in the traditional way, but allowed each road's management to operate under the respective Vice Presidents. He preferred to work under the title of Chairman. Over both VPs, he set his six managers (Kruttschnitt, Stubbs, etc.), who managed the overall affairs of both roads. As I stated, this is not exactly a "takeover" of SP by UP.

February 1, 1908:
U. S. government filed suit contending that Union Pacific control of Southern Pacific by majority ownership of SP stock was illegal under the Sherman Antitrust law.

December 2, 1912:
U. S. Supreme Court agreed that UP control of SP was illegal. UP's plan to sell its controlling interest in SP was approved by the court on June 13, 1913.

A search of the New York Times on-line archives for < harriman "union pacific" "southern pacific" > turns up lots of free reading from the 1900-1913 era.

1913 to 1923:
Timeline for SP corporate history, 1913-1923 (from "E. H. Harriman's Dream" by Don Hofsommer, in The Streamliner, Volume 10, Number 2, pages 27-31)

February 1, 1913 — Union Pacific control of Southern Pacific ended.

February 11, 1914 — U. S. government brought suit under Sherman Antitrust Act to separate Central Pacific from Southern Pacific.

March 1915 — SP/CP antitrust suit trial held in San Francisco.

March 10, 1917 — District court in San Francisco denied U. S. government's antitrust suit; U. S. government appealed district court decision to U. S. Supreme Court.

January 1, 1918 to March 1, 1920 — USRA control of SP.

Early 1921 — U. S. government case taken by Supreme Court after being deferred due to USRA control of SP.

May 29, 1922 — U. S. Supreme Court found in favor of U. S. government.

October 9, 1922 — U. S. Supreme Court refused SP's petition for rehearing.

October 17, 1922 — SP applied to control CP by stock ownership and lease agreement, under authority of Transportation Act of 1920. Union Pacific filed an opposing petition.

November 21, 1922 — Hearings held at Washington D.C.

February 6, 1923 — ICC authorized SP control of CP, including provisions of previous agreement for preferential treatment with UP through Ogden.

This was the start of the Ogden gateway case because it allowed (forced) SP to solicit traffic for interchange with UP at Ogden that originated on SP north of Santa Margarita and Caliente, California, and south of Kirk, Oregon. This was essentially the same lines of separation as an earlier internal agreement between UP and SP under Harriman control that decided which gateway would be used, Ogden for UP traffic or El Paso for SP traffic.

April 21, 1959:
Central Pacific Railway was merged into Southern Pacific Company. (Interstate Commerce Commission Finance Docket 20445, reported in 307 ICC 806; also cited in ICC Finance Docket 2613, page 472)

November 26, 1969:
Southern Pacific Company was reorganized on November 26, 1969 as the Southern Pacific Transportation Co., a subsidiary of the new corporate holding company that took the former Southern Pacific Company name. (Hofsommer, page 275;  see also Railroad Retirement Board Employer Determination)

June 10, 1980:
Southern Pacific, through its SSW subsidiary, was given ICC approval to purchase the former CRI&P (Rock Island) Golden State Route, the line between Kansas City and a connection with SP at Tucumcari, N. M.

Approved by ICC Finance Docket 28779, effective on July 10, 1980; agreement signed between SP, SSW, and CRI&P on March 4, 1980. All CRI&P operations systemwide came to a end on March 31, 1980.

The first SSW train to operate over the former CRI&P, under an ICC "directed service" order, was on March 25, 1980 when four new B36-7 locomotives (SSW 7770-7773) led an eastbound SSW train into Herington, Kansas. (posted to Trainorders.com, with photos, on February 1, 2008)

January 6, 1983:
SSW received trackage rights over the MP between Kansas City and St. Louis because of the recent UP-MP merger. (SEC Form 10-K, dated March 30, 1994)

December 23, 1983:
Santa Fe Industries (parent company of AT&SF Railway) and Southern Pacific Company (parent company of Southern Pacific Transportation Co.) merged to form the Santa Fe Southern Pacific Corporation, with an effective date of December 31, 1983.

March 23, 1984 — Santa Fe Southern Pacific Corp. (the AT&SF parent company) applied to the ICC for approval to merge with and control the Southern Pacific Transportation Co. The new railroad subsidiary would be called the Southern Pacific & Santa Fe Railway.

October 1, 1984 — The ICC began hearings for proposed SPSF merger.

July 24, 1986 — The proposed SPSF merger was denied by the ICC. The SFSP Corp. parent company appealed the ICC decision on August 4, 1986. (Pacific RailNews, Issue 275, October 1986, page 8)

January 5, 1987 — Kansas City Southern Industries announced that they were willing to buy SP, in lieu of a completed merger of AT&SF and SP, pending the appeal before the ICC. (CTC Board, Issue 140, February 1987, page 3)

June 30, 1987 — The SPSF merger appeal was denied by the ICC. The ICC gave the parent corporation 90 days to divest itself of one, or both railroads. (Pacific RailNews, Issue 288, November 1987, page 8)

September 4, 1987 — SP's parent company, Santa Fe Southern Pacific Corp., announced that it would sell the entire Southern Pacific Transportation Co., to satisfy the ICC ruling that the parent

September 25, 1987:
Rio Grande Industries announced its intention to purchase the Southern Pacific Transportation Co., from the Santa Fe Southern Pacific Corporation, the merged parent company of the two AT&SF and SP railroads. With the failed SPSF merger, denied by the ICC on June 30, 1987, the ICC ordered SFSP Corp., to divest itself of one or both of its railroads. (Pacific Rail News, Issue 290, January 1988, page 36)

December 28, 1987:
Santa Fe Pacific Corp., announced its intention to sell the Southern Pacific Transportation Co., to Rio Grande Industries. RGI announced that it would file the intended sale with the ICC on or about February 22, 1988. (Pacific Rail News, Issue 291, February 1988, pages 7, 12)

Rio Grande Control of SP:
Anschutz's Rio Grande Industries Inc. announced plans in 1987 to buy Southern Pacific Transportation Co. for $1.8 billion, agreeing to pay $1 billion and assume $780 million in debt. It was a gamble Anschutz took with his reputation, but very little of his money. To do the deal, Morgan Stanley & Co. issued $200 million in high-interest junk bonds, receiving a 25 percent stake in the railroad. Anschutz then borrowed the rest from banks. The deal created the nation's fifth-largest railroad. In years to come, the highly leveraged deal got into financial trouble, forcing Anschutz to cut jobs, shed assets, restructure debt and sell stock, but he was ultimately successful, especially after selling the entire SP to UP in 1996. (part from Denver Post, August 18, 2002)

May 6, 1988:
Sale of SP to RGI was approved by the U. S. Department of Justice. (Pacific RailNews, Issue 295, June 1988, page 7)

August 9, 1988:
Rio Grande Industries received ICC preliminary approval for its purchase and control of Southern Pacific Transportation Company. (August 9, 1988 Rio Grande Industries news release; Pacific Rail News, Issue 300, November 1988, page 4; Trains, Volume 48, Number 12, October 1988, page 8; CTC Board, Issue 154, July 1988, page 3, full page of coverage)

The sale of SP to RGI was objected to by Kansas City Southern Industries, who had itself made a bid for SP, in the form of $1.25 billion in cash and securities. The KCSI bid was questioned by the ICC due to its court judgment of $600 million in antitrust and contract violations in a South Dakota coal slurry pipeline case. SP's parent company, Santa Fe Southern Pacific Corp. , had agreed to the sale of SP to RGI in December 1987, pending ICC approval. (Wall Street Journal, August 9, 1988)

The ICC approved the sale of Southern Pacific Transportation Co. to Rio Grande Industries, for the amount of $1.02 billion. The new combined D&RGW and SP system would be 15,000 miles in 15 states, and would be the fifth largest railroad in the U.S. (Wall Street Journal, August 10, 1988; Pacific Rail News, Issue 299, October 1988, page 7)

August 25, 1988:
The Interstate Commerce Commission approved the acquisition of control of the Southern Pacific Transportation Company by Rio Grande Industries, Inc., SPTC Holding, Inc., and the Denver and Rio Grande Western Railroad Company (DRGW). (Rio Grande Industries, et al .– Control–SPTC et al., 4 ICC 2d 834)

October 13, 1988:
Rio Grande Industries took control of Southern Pacific Transportation Co. (CTC Board, Issue 159, May 1989, page 18)

May 16, 1989:
Santa Fe Southern Pacific Corp. (parent company of AT&SF Ry., and former owner of Southern Pacific Transportation Co.) changed its name to Santa Fe Pacific Corp. because the exclusive rights to use the Southern Pacific name were sold to Rio Grande at the same time as the railroad. (Pacific Rail News, Issue 296, July 1988, page 8; SEC Form 8-K, dated January 19, 1994)

November 8, 1989:
Sale of St. Louis to Chicago line to Rio Grande Industries took effect. Operations began on November 9, 1989. (Pacific Rail News, Issue 314, January 1990, pages 4, 31)

SP organized a separate corporation to operate the line, called SPCSL Corporation, for Southern Pacific Chicago St. Louis.

August 3, 1989 — Southern Pacific (Rio Grande Industries) announced that they would purchase the St. Louis to Chicago portion of bankrupt Chicago, Missouri & Western. (Pacific Rail News, Issue 310, September 1989, page 4)

SP's Cotton Belt (St. Louis Southwestern, SSW) subsidiary already had direct access to St. Louis.

The line was the former Illinois Central Gulf Chicago to St. Louis line which had been sold to Chicago, Missouri & Western. The remaining St. Louis to Kansas City portion of the bankrupt CM&W was sold to Gateway Western Railway. (Trains, Volume 52, Number 10, October 1992, pages 36-43)

September 29, 1989 — Sale of St. Louis to Chicago line to SP approved by ICC. (Pacific Rail News, Issue 313, December 1989, page 4)

Failed Purchase of Kansas City to Chicago Line

June 28, 1989 — Rio Grande Industries announced that they would purchase Soo Line's former Milwaukee Road Kansas City to Chicago mainline. The line would be operated by RGI's subsidiary St. Louis Southwestern (Cotton Belt). (Pacific Rail News, Issue 309, August 1989, pages 4, 5)

The purchase was intended to make better use of SP/D&RGW's presence in Kansas City by giving it direct access to Chicago. D&RGW had been operating direct into Kansas City from Pueblo, Colorado, since January 1983 through trackage rights from the UP-MP merger.

June 28, 1990 — Sale was approved by ICC. (Pacific Rail News, Issue 322, September 1990, page 18)

Sale called off within 30 days of ICC approval due to historic trackage rights concerns raised by C&NW. Trackage rights agreement with BN gave SP/D&RGW similar operational advantages between Kansas City and Chicago. (Pacific Rail News, Issue 323, October 1990, page 4)

April 30, 1993:
Rio Grande Industries changed its name to Southern Pacific Rail Corporation (SPRC), with an effective date of May 4, 1993. (Railroad Retirement Board Employer Status Determination) Ed Moyers was named as president of the new SP in July 1993.

Southern Pacific Rail Corporation (formerly Rio Grande Industries) had two subsidiaries that engaged in railroad transportation: Rio Grande Holdings, Inc. (which controlled the Denver & Rio Grande Western Railroad), and SPTC Holding, Inc., which controlled the following:

Southern Pacific Rail Corporation (SPRC) was the parent company of Southern Pacific Transportation Company (SPT), which included St. Louis Southwestern Railway Company (SSW), SPCSL Corp. (SPCSL) and The Denver and Rio Grande Western Railroad Company (D&RGW). (SEC Form 10-Q, dated May 15, 1996)

July 25, 1995:
UP's board of directors approved UP's proposed merger with SP. (Pacific RailNews, Issue 388, March 1996, page 62)

August 3, 1995:
UP and SP announced that the two railroads had signed an agreement to merge. (Pacific RailNews, Issue 388, March 1996, page 62)

November 30, 1995:
UP filed with the ICC its application to merge and control the Southern Pacific. The ICC was terminated as a federal agency on January 1, 1996, and the application was transferred to the new Surface Transportation Board. (Federal Register, Volume 60, Number 204, October 23, 1995, pages 54384-54387; Volume 61, Number 72, April 12, 1996, pages 16282-16284)

January 17, 1996:
UP's acquisition of SP was approved at a special meeting of the shareholders of Southern Pacific Rail Corporation. The vote was by 85 percent (or 132.5 million shares) of SP's outstanding share. (Pacific RailNews, Issue388, March 1996, page 20)

August 6, 1996:
UP control of SP, including D&RGW and SSW, was approved by the federal Surface Transportation Board. (STB Docket 32760)

September 11, 1996:
UP control of SP and its subsidiaries was cleared by federal courts on September 11, 1996.

Union Pacific Corporation was granted control of Southern Pacific Rail Corporation (formerly Rio Grande Industries) on September 11, 1996, with an effective date of October 1, 1996. Southern Pacific Rail Corporation controlled Southern Pacific Transportation Co., Denver & Rio Grande Western Railroad (D&RGW), St. Louis Southwestern Railway (SSW, Cotton Belt), and the SPCSL Corp.

October 1, 1996:
UP control of SP and its subsidiaries took effect on October 1, 1996.

SP subsidiaries include:

June 30 1997:
SPCSL (Southern Pacific Chicago Saint Louis) Corporation was formally merged with Union Pacific Railroad. (Railroad Retirement Employer Status Determination)

SPCSL Corp. (Southern Pacific Chicago St. Louis) Corporation was organized to operate SP's trackage between St. Louis and Chicago, purchased in November 1989. (Railroad Retirement Board Employer Determination)

September 30, 1997:
St. Louis Southwestern Railway (SSW) was formally merged with Union Pacific Railroad. (Railroad Retirement Employer Status Determination)

SP owned 99.9 percent of SSW at the time of control by UP. Minority portions of SSW were owned by private individuals and institutions. The FRA also owned shares of SSW. SSW existed as an employer subject to railroad retirement since January 16, 1891. In addition to the shares owned by FRA, 61 shares of publicly held stock were held by four individuals UP paid $6,800 for each of the 61 shares, and the merger was completed. (part from Federal Register, Volume 62, Number 145, July 29, 1997; see also Railroad Retirement Board Employer Determination)

All of the SSW locomotive fleet, including 273 freight units and 23 switching units, was combined with Union Pacific's locomotive fleet on August 1, 1997. (Union Pacific Mechanical Department records)

SP acquired about 85% of the SSW stock in the 1930s and held 88% by 1950. But the Cotton Belt was not leased to SP and thus not under SP management; instead, it continued to operate from its own headquarters and under its own management (it was in receivership from the Depression until 1947). Of course it coordinated operations and purchases with SP. To see that SSW was not merged, one has only to note that its merger into SP was one of the conditions of the ultimately failed SPSF merger of the 1980s. (Tony Thompson, via email to Espee Group, February 8, 2008)

February 1, 1998:
Southern Pacific Transportation Company and Union Pacific Railroad were formally merged; UPRR was merged into SPTCo., and the name was changed to Union Pacific Railroad. (Railroad Retirement Employer Status Determination)

The full name for the Southern Pacific was the Southern Pacific Transportation Co., organized and incorporated in Delaware. To benefit from this corporate location, Union Pacific Railroad, previously a Utah corporation, was merged with Southern Pacific Transportation on February 1, 1998, and on the same day, the Southern Pacific Transportation Co. name was changed to Union Pacific Railroad Co. (SEC Form 8-K, dated February 13, 1998)

Included in the control of SP by UP in 1996, and in the above 1998 merger, was SP's interest in five terminal companies:

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