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
To All Santa Fe Pacific Shareholders:
CASH + VOTING TRUST = FAST TRACK DEAL
It's A Whole New Equation
Union Pacific Corporation wants to acquire all shares of Santa Fe Pacific
common stock -- and we want to do it as soon as possible. We want no
delays and no risks for you in connection with approval of a Union
Pacific/Santa Fe combination by the Interstate Commerce Commission.*
So we've entirely revised our proposal to negotiate an acquisition of
Santa Fe. Here's what we've proposed to do:
* Purchase approximately 57% of * Set up a Voting Trust in which
all shares of Santa Fe common we would place all shares of
stock in a cash tender offer Santa Fe common stock acquired
at $17.50 per share. The cash by Union Pacific -- whether in
tender offer has already the cash tender offer or second-
begun. step merger. This means you do
not have to wait for or bear the
* Acquire the remaining shares risk of ICC approval in order to
of Santa Fe common stock in a receive payment for your Santa
second-step merger in exchange Fe shares.*
for shares of Union Pacific
common stock. Based on Union * Enter into immediate merger
Pacific's closing market price negotiations with Santa Fe's
on November 8 (the last board of directors. Towards
trading day before our revised this end, we are sending Santa
proposal was publicly Fe a proposed form of Merger
announced), the value of the Agreement.
consideration in the second-
step merger would be
equivalent to the tender offer
price.
Union Pacific's revised proposal and the cash tender offer are
conditioned on the Burlington Northern merger not being approved by Santa
Fe shareholders and on Santa Fe and Union Pacific entering into a
negotiated Merger Agreement. If Santa Fe shareholders approve the
Burlington Northern merger, Union Pacific will withdraw its proposal and
terminate the cash tender offer.
Here's How Fast It Could Go
The sooner your board of directors begins good faith negotiations with
Union Pacific, the sooner you could receive payment for your Santa
Fe shares. In order to move things along even more quickly, we've
eliminated our due diligence condition and our proposal is not subject to
a financing condition. If Santa Fe shareholders vote AGAINST the
Burlington Northern merger and Santa Fe enters into a Merger Agreement
with Union Pacific:
* You could receive $17.50 per * You could receive the merger
share in cash for consideration for your remaining
approximately 57% of your shares just a few months later.
shares before the end of next
month pursuant to the terms
and conditions of Union
Pacific's cash tender offer.
Remember, under the Burlington Northern meger, you -- as a Santa Fe
shareholder -- bear the entire risk of ICC approval, and even if ICC
approval is obtained you may have to wait from 1 1/2 to 2 1/2 years
before you receive anything for your shares from Burlington Northern.
Send a message to the Santa Fe board of directors
By voting against the Burlington Northern merger, you can tell the Santa Fe
board to come to the negotiating table now.
Please sign, date and return the GOLD proxy today.
Put it on the fast track
Union Pacific
Corporation
November 10, 1994
If you need assistance or information, please call our solicitor: Morrow
& Co., Inc. at (800) 662-5200.
Union Pacific's revised proposal is subject, among other things, to
termination of the Burlington Northern/Santa Fe merger agreement in
accordance with its terms, negotiation of a mutually satisfactory merger
agreeement with Santa Fe in accordance with the terms of Santa Fe's
existing merger agreement with Burlington Northern and approval of the
respective Boards of Directors of Santa Fe and Union Pacific. A vote of
stockholders of Santa Fe and Union Pacific is not required in order to
consummate the cash tender offer. Approval of Santa Fe stockholders (but
not Union Pacific stockholders) is required in order to consummate the
second-step merger. The revised Union Pacific proposal is not subject to
approval of the Interstate Commerce Commission (other than as referred to
in the footnote appearing below), a due diligence condition or financing.
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 second-step merger
contemplated by the revised 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.
__________
* Union Pacific is requesting the Staff of the ICC to provide an informal,
non-binding opinion to the effect that the ICC approves the use of a
Voting Trust by Union Pacific without the imposition of any conditions
unacceptable to Union Pacific. Receipt of such opinion is a condition of
Union Pacific's revised proposal and of the cash tender offer. Union
Pacific believes it will obtain such opinion from the Staff of the ICC.
