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Santa Fe Pacific Corporation
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Union Pacific Corporation
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(4) Date Filed: October 13, 1994
(UNION PACIFIC NEWS RELEASE
CORPORATION - LOGO)
Contact: 610-861-3382
Gary F. Schuster
Vice President-Corporate Relations
Martin Tower
Eighth and Eaton Avenues
Bethlehem, PA 18018
UNION PACIFIC SAYS BURLINGTON NORTHERN'S
ICC FILING IS ENTIRELY WITHOUT MERIT
Bethlehem, PA, November 17, 1994 -- Union Pacific
Corporation said today that it believed Burlington Northern
Inc.'s recent filing with the ICC challenging Union Pacific's
use of a voting trust in its proposed acquisition of Santa Fe
Pacific Corporation is entirely without merit.
Dick Davidson, President of Union Pacific, said,
"Burlington Northern's claims are inconsistent with decades of
precedent. We do not believe the ICC has ever refused to allow
the use of a voting trust. Our proposed voting trust is a
'plain vanilla' document. It raises none of the controversial
issues that slowed down the approval of the voting trusts in the
IC/KCS and SFSP transactions."
Davidson also noted "Union Pacific's use of a voting
trust in its acquisition proposal has been repeatedly requested
by Santa Fe Chairman Robert Krebs. We continue to believe our
proposal would provide greater value to Santa Fe's shareholders
than Burlington Northern's proposed transaction which, by not
using a voting trust, would require Santa Fe shareholders to
bear the risk and delay associated with ICC review of their
merger."
"Instead of complaining to regulators, as Burlington
Northern has done," Davidson continued, "Union Pacific will
continue to seek to work with Santa Fe's Board, through a fair
bidding process, to reach agreement on a transaction that
maximizes value and is in the best interests of Santa Fe, Union
Pacific, our respective shareholders and the shipping public."
