SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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Filed by a Party other than the Registrant (X)
Check the appropriate box:
( ) Preliminary Proxy Statement
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( ) Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
Santa Fe Pacific Corporation
Name of Registrant as Specified In Its Charter
Union Pacific Corporation
(Names of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
( ) $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(i)(2).
( ) $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
( ) Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11.
(X) Check box if any party of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
(1) Amount Previously Paid: $125 on October 13, 1994
(2) Form, Schedule or Registration Statement No.: Schedule 14A
(3) Filing Party: Same as above
(4) Date Filed: October 13, 1994
(UNION PACIFIC NEWS RELEASE
CORPORATION - LOGO)
Contact: 610-861-3382
Harvey S. Turner
Director-Public Relations
Martin Tower
Eighth and Eaton Avenues
Bethlehem, PA 18018
FOR IMMEDIATE RELEASE
UNION PACIFIC SAYS LAWSUIT IS ENTIRELY WITHOUT MERIT
BETHLEHEM, PA, DECEMBER 7, 1994 -- Union Pacific
Corporation (NYSE: UNP) said that Burlington Northern's
suit filed today challenging the use of a voting trust in
its proposed acquisition of Santa Fe Pacific Corporation
(NYSE: SFX) is entirely without merit.
Drew Lewis, Chairman and CEO of Union Pacific, said,
"The Interstate Commerce Commission staff has approved
our voting trust despite Burlington Northern's previous
unsuccessful efforts to challenge it. In fact, the full
commission ruled that it would not withdraw the staff's
opinion as Burlington Northern had requested."
Mr. Lewis added, "It appears that Burlington
Northern is simply trying to draw attention away from the
real issue of how their proposal to acquire Santa Fe
compares with Union Pacific's proposal. In fact, Santa
Fe repeatedly requested that Union Pacific use a voting
trust to enhance its proposal for Santa Fe shareholders.
We think all parties -- and certainly Santa Fe's
shareholders -- would be better served by focusing on the
sale process."
