SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant ( )
Filed by a Party other than the Registrant (X)
Check the appropriate box:
( ) Preliminary Proxy Statement
( ) Definitive Proxy Statement
(X) Definitive Additional Materials
( ) 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 IMPROVES
PROPOSAL TO NEGOTIATE
A MERGER WITH SANTA FE
PROPOSAL REPRESENTS A SUBSTANTIAL PREMIUM TO
BURLINGTON NORTHERN MERGER CONSIDERATION BASED
ON CURRENT MARKET PRICES
To All Santa Fe Pacific Stockholders:
A few days ago Union Pacific Corporation improved its proposal to
negotiate a merger with Santa Fe.
WE HAVE SIGNIFICANTLY INCREASED THE CONSIDERATION WE WOULD PROPOSE
TO PAY UNDER OUR MERGER PROPOSAL.
Based on current market prices, Union Pacific's new proposal
represents a substantial premium to the consideration you would
receive in the Burlington Northern merger -- even after taking into
account the recent increase agreed to by Burlington Northern.
Union Pacific has once again demonstrated its commitment to provide
Santa Fe stockholders with what it believes is a superior
alternative to the Burlington Northern merger.
WHAT YOU HAVE IS A CLASSIC AUCTION SITUATION
Two major corporations -- Union Pacific and Burlington Northern --
want to acquire your Santa Fe shares in a negotiated merger
transaction. With two interested parties, this is a classic
auction situation. We think the Santa Fe Board of Directors should
be doing everything in its power to seek to maximize the value of
your shares.
BUT, INSTEAD, THIS IS WHAT THE SANTA FE BOARD HAS DONE:
* Repeatedly and persistently refused to enter into merger
negotiations with one of the interested parties -- Union
Pacific -- concerning the terms of our merger proposal.
* Continued to negotiate only with the other interested party --
Burlington Northern.
* Taken action to shut down the potential auction by forcing a
November 18 stockholder vote on the Burlington Northern
merger.
VOTE THE GOLD PROXY TO KEEP THE
UNION PACIFIC PROPOSAL ALIVE
THE UNION PACIFIC PROPOSAL WILL BE WITHDRAWN IF SANTA FE
STOCKHOLDERS VOTE TO APPROVE THE BURLINGTON NORTHERN MERGER ON
NOVEMBER 18. It is important for you to vote "AGAINST" the
Burlington Northern merger on the GOLD proxy to keep alive the
Union Pacific proposal and a possible auction.
SEND THE SANTA FE BOARD A STRONG MESSAGE TO ENTER INTO GOOD FAITH
NEGOTIATIONS CONCERNING THE UNION PACIFIC PROPOSAL. VOTE THE GOLD
PROXY TODAY.
[LOGO] UNION PACIFIC
CORPORATION
November 1, 1994
IF YOU NEED ASSISTANCE OR INFORMATION PLEASE CALL OUR SOLICITOR:
MORROW & CO., INC. AT (800) 662-5200.
Union Pacific's proposal is subject to termination of the
Burlington Northern/Santa Fe merger agreement in accordance with
its terms, a due diligence review, negotiation of a mutually
satisfactory merger agreement with Santa Fe, approval of the
Interstate Commerce Commission and approval of our respective
Boards of Directors and stockholders. The Burlington
Northern/Santa Fe merger agreement is subject to approval of the
Interstate Commerce Commission and the respective stockholders of
Burlington Northern and Santa Fe. Because of fluctuations in the
market value of Union Pacific common stock and Burlington Northern
common stock, there can be no assurances as to the actual value
that Santa Fe stockholders would receive pursuant to the Union
Pacific proposal or the Santa Fe/Burlington Northern merger.
This solicitation is neither an offer to sell nor a solicitation of
offers to buy any securities which may be issued in any merger or
similar business combination involving Union Pacific and Santa Fe.
The issuance of such securities would have to be registered under
the Securities Act of 1933 and such securities would be offered
only by means of a prospectus complying with the requirements of
such Act.
