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
A Message to Santa Fe Pacific Shareholders from Union Pacific
Corporation:
IT'S A QUESTION OF CREDIBILITY -
MORE STRAIGHT TALK
ABOUT THE ICC
Santa Fe's board of directors has refused to talk to Union
Pacific about our proposal to negotiate a merger. Under our
proposal, you would receive a substantial premium to the
consideration offered in the Burlington Northern merger based on
current market prices.
Their excuse? They claim that our proposal would not be approved
by the Interstate Commerce Commission, but assert that the merger
they negotiated with Burlington Northern is "likely" to be
approved.
IS THAT CLAIM CREDIBLE? WE THINK NOT.
SANTA FE SAYS: The Union Pacific proposal is a PARALLEL merger;
Burlington Northern/Santa Fe is end-to-end.
BUT THE FACTS ARE:
The Burlington Northern So BOTH mergers would have
proposed merger: 3,000 miles significant parallel
of parallel lines, out of elements, and both would
31,000 total miles. Burlington have significant end-to-end
Northern and Santa Fe are elements.
parallel between all
combinations of Denver, But we believe Union
Chicago, Kansas City, Pacific's proposal would
Dallas/Fort Worth, Houston and yield MORE new end-to-end
Galveston. single-line service for
shippers in high-volume
The Union Pacific proposal: freight corridors,
4,200 parallel miles, out of SUBSTANTIAL improvements to
26,000 total miles. rail service, and
SIGNIFICANT increases in
efficiency.
SANTA FE SAYS: The ICC is
skeptical about parallel
mergers.
BUT THE FACTS ARE:
The ICC has approved TEN Northern, HE HAD LENGTHY
railroad mergers with TALKS ABOUT MERGING SANTA FE
significant parallel aspects WITH SOUTHERN PACIFIC - a
since 1970. merger that would have been
MUCH MORE PARALLEL than a
And Santa Fe's Chairman, combination of Union Pacific
President and CEO, Mr. Robert and Santa Fe.
D. Krebs, has disclosed that
before or signing his deal with
Burlington
SANTA FE SAYS: The ICC has declined to impose conditions in
order to cure anti-competitive aspects of mergers.
BUT THE FACTS ARE:
The ICC did just that in Union access to another railroad
Pacific's mergers with Missouri at every point that would go
Pacific and Western Pacific, from two serving railroads
and with the Missouri-Kansas- to one. Burlington Northern
Texas. and Santa Fe have made no
such commitment, although
Union Pacific will accept they have many such points.
appropriate conditions to
address legitimate competitive
concerns. For example, we will
give
SANTA FE SAYS: Union Pacific's panel of five experts*, who
reported that a Union Pacific/Santa FE merger would have good
prospects of ICC approval, where "hand-picked."
BUT THE FACTS ARE:
Union Pacific consulted five was the coordinating counsel
prominent, INDEPENDENT experts. for the railroads that
They were asked for their opposed that merger.
views, WHATEVER THOSE VIEWS
MIGHT BE. These were the only Santa Fe has cited only two
experts Union Pacific asked to experts. One, Barry Harris,
serve on the panel, and they has repeatedly expressed
were paid only for their time. anti-merger views that the
None has ever represented Union ICC has rejected. For
Pacific (except for one expert example, he testified, for
who has provided limited the Teamsters and the
consulting). Regular Common Carrier
Conference, that a Norfolk
These experts are not Southern/North American Van
supporters of all railroad Lines merger was anti-
mergers. Former ICC competitive. The ICC found
Commissioner Malcolm Sterrett otherwise.
voted AGAINST the Santa
Fe/Southern Pacific merger, and
Robert N. Kharasch
THE LIST COULD GO ON, BUT THE POINT IS CLEAR: Santa Fe's ICC
excuse JUST ISN'T CREDIBLE.
Protect your interests. Vote AGAINST the Burlington Northern
merger.
Sign, date, and return the GOLD proxy card today.
[logo] UNION PACIFIC
CORPORATION
November 7, 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 Commerce Commission and approval of our
respective Board 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 Norther
merger.
The 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.
* JOHN F. DEPODESTA, attorney who has represented numerous rail
carriers and public bodies in proceedings before the ICC; former
General Counsel of Consolidated Rail Corporation. ROBERT N.
KHARASCH, Washington, D.C. attorney for more than 40 years who
specialized in transportation law; coordinating counsel for
railroad opponents to the unsuccessful Santa Fe/Southern Pacific
merger. MALCOLM M.B. STERRETT, attorney with extensive rail
transportation experience and former ICC Commissioner. WALTER B.
MCCORMICK, JR., Partner, Bryan Cave, Washington, D.C.
(attorneys), and former General Counsel of the U.S. Department of
Transportation. C. JOHN LANGLEY JR., PH.D., John H. "Red" Dove
Distinguished Professor of Logistics and Transportation,
University of Tennessee.
