<PAGE> 1
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
-----------------------------------------------
(Namess or 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 of the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rule 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 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.
<PAGE> 2
[UP LETTERHEAD AND LOGO]
IT'S TIME FOR SOME STRAIGHT TALK ABOUT THE ICC
November 3, 1994
Dear Santa Fe Pacific Stockholder:
Union Pacific has proposed to negotiate a merger with Santa Fe in which
you would receive a SUBSTANTIAL PREMIUM to the consideration offered in the
Burlington Northern merger based on current market prices. We believe your board
of directors should be doing everything in its power to seek to maximize the
value of your shares.
But the Santa Fe directors have repeatedly REFUSED TO NEGOTIATE with us
concerning the terms of our merger proposal. They continue to stonewall. And
they keep telling you they think they can predict how the Interstate Commerce
Commission would view our proposal.
NO HASTY JUDGMENTS
IF THE SANTA FE BOARD THINKS IT CAN PREDICT HOW THE ICC WILL REACT, IT'S
NEWS TO ICC CHAIRMAN GAIL MCDONALD. ON OCTOBER 20, CHAIRMAN MCDONALD PUBLICLY
STATED:
"I urge caution to those who would make hasty judgments about how the
ICC is likely to view any rail merger. The ICC's review of all major
rail mergers goes far deeper than a cursory analysis of rail maps, and
is also far broader than an analysis of competitive effects."
Despite this, Robert D. Krebs, Santa Fe's Chairman, President and Chief
Executive Officer, still says:
"We haven't paid a lot of attention to Union Pacific's bids because
their proposal for a merger is an illusion [because of its
anti-competitive aspects]." Chicago Tribune, November 1, 1994.
And Mr. Krebs repeatedly predicts that the ICC is likely to approve a
Santa Fe/Burlington Northern merger.
<PAGE> 3
LET'S SET THE RECORD STRAIGHT
In examining the issue of ICC approval, it's important to deal with the
facts:
/ / There are extensive parallel aspects to the Burlington Northern
merger.
- Burlington Northern and Santa Fe lines are parallel between every
combination of these cities: Denver, Chicago, Kansas City, Dallas/Ft.
Worth, Houston and Galveston.
- There are at least 30 cities where competing lines would be eliminated
under the Burlington Northern merger.
- Burlington Northern and Santa Fe are the ONLY lines serving such
important shipping points as Amarillo, TX; Lubbock, TX; Superior, NE;
Fort Madison, IA; Galesburg, IL; and Trinidad, CO; among others.
/ / A panel of ICC and transportation experts was retained by Union
Pacific to review the same information given to Santa Fe.* The ICC experts
concluded:
- UNION PACIFIC HAS OUTLINED A STRONG CASE FOR ICC APPROVAL OF A
COMBINATION WITH SANTA FE THAT WARRANTS FAVORABLE CONSIDERATION BY THE
ICC.
- A UNION PACIFIC/SANTA FE COMBINATION SHOULD HAVE GOOD PROSPECTS OF
GAINING ICC APPROVAL.
The panel's conclusions also noted that ICC approval is a long and complex
process that can take two years or longer, and that at this stage, one cannot
predict with certainty the outcome of ICC review of either a Union Pacific or a
Burlington Northern combination with Santa Fe.
MAKE YOUR VOTE COUNT
In deciding how to vote on the Burlington Northern merger, we ask you to
keep these points in mind:
- Union Pacific is prepared to negotiate a merger in which you would
receive what we believe is SUPERIOR VALUE, and we have indicated that
we will consider paying a portion of that value in cash.
- Your board has refused to negotiate with us concerning the terms of
our merger proposal.
- We believe, and a panel of experts agrees, that our proposal has good
prospects for ICC approval, especially since we are prepared to grant
pro-competitive conditions.
- ---------------
* The panel of experts consists of Malcolm M.B. Sterrett, an attorney with
extensive rail transportation experience and a former ICC Commissioner; John
F. DePodesta, an attorney who has represented numerous rail carriers and
public bodies in proceedings before the ICC and a former General Counsel of
Consolidated Rail Corporation; C. John Langley Jr., Ph.D., John H. "Red" Dove
Distinguished Professor of Logistics and Transportation, University of
Tennessee; Walter B. McCormick, Jr., Partner, Bryan Cave, Washington, D.C.,
and former General Counsel of the U.S. Department of Transportation; and
Robert N. Kharasch, a Washington, D.C. lawyer for more than 40 years who
specialized in transportation law and who was coordinating counsel for
railroad opponents to the unsuccessful Santa Fe/ Southern Pacific merger. No
member of the panel has previously represented Union Pacific before the ICC
or on any other matter, except that Dr. C. John Langley, Jr. has in the past
done limited consulting for Union Pacific.
<PAGE> 4
- There are anti-competitive aspects to the Burlington Northern merger,
and approval by the ICC is NOT assured.
- If Santa Fe stockholders approve the Burlington Northern merger, we
will withdraw our proposal -- and then there will be no alternative
for you and your board to consider.
THE "24-HOUR ANALYSIS"
The Chairman of the ICC has cautioned against hasty judgments. The panel
of experts noted that ICC approval is a long and complex process. Union Pacific,
in concluding that its proposal has good prospects for ICC approval, has given
thoughtful and detailed consideration to all the issues. But Santa Fe rejected
our proposal to negotiate a merger the day after it was made -- and your board
wants you to believe that in a period of barely 24 hours it was able to analyze
our ICC case and pass judgment on it.
------------------------
Don't let Santa Fe continue to stonewall. Send the Santa Fe board a strong
message to enter into good faith negotiations concerning the Union Pacific
proposal.
PROTECT YOUR INTERESTS -- VOTE AGAINST THE BURLINGTON NORTHERN MERGER ON
THE ENCLOSED GOLD PROXY CARD. YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY.
Thank you for your consideration and support.
Sincerely,
/s/ Dick Davidson
Dick Davidson
President, Union Pacific Corporation
Chairman and Chief Executive Officer,
Union Pacific Railroad Company
- -----------------------------------IMPORTANT-----------------------------------
1. Regardless of how many or how few shares you own, your vote is very
important. Please sign, date and mail the enclosed GOLD proxy today.
2. We urge you NOT to sign the WHITE proxy sent to you by Santa Fe.
3. If any of your shares are held in the name of a bank, broker or other
nominee, please direct the party responsible for your account to vote
AGAINST the Burlington Northern merger.
4. For assistance in voting your shares or further information, please
contact the firm assisting us in the solicitation of proxies:
MORROW & CO., INC.
Call toll free 800-856-8309
In New York City, call: (212) 754-8000
- --------------------------------------------------------------------------------
<PAGE> 5
UNION PACIFIC'S PROXY STATEMENT DATED OCTOBER 28, 1994, WHICH HAS PREVIOUSLY
BEEN SENT TO SANTA FE STOCKHOLDERS, SETS FORTH ADDITIONAL INFORMATION CONCERNING
UNION PACIFIC AND ITS MERGER PROPOSAL, INCLUDING THE FOLLOWING CONDITIONS:
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 THE RESPECTIVE BOARDS OF DIRECTORS AND STOCKHOLDERS OF SANTA FE
AND UNION PACIFIC. 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 BURLINGTON NORTHERN
MERGER. IN ADDITION TO THE PERSONS IDENTIFIED IN SCHEDULE I TO UNION PACIFIC'S
PROXY STATEMENT, MR. RALPH V. WHITWORTH, 801 PENNSYLVANIA AVENUE, N.W.,
WASHINGTON, D.C. 20004, MAY BE DEEMED TO BE A PARTICIPANT ON BEHALF OF UNION
PACIFIC IN THE SOLICITATION OF PROXIES FROM STOCKHOLDERS OF SANTA FE. UNION
PACIFIC HAS AGREED TO PAY MR. WHITWORTH A FEE OF $50,000, PLUS AN ADDITIONAL FEE
OF $50,000 IF UNION PACIFIC IS SUCCESSFUL IN ITS SOLICITATION.
THIS 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.
