SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
AMENDMENT NO. 6
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES
EXCHANGE ACT OF 1934
SANTA FE PACIFIC CORPORATION
(NAME OF SUBJECT COMPANY)
UNION PACIFIC CORPORATION
UP ACQUISITION CORPORATION
(BIDDERS)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(TITLE OF CLASS OF SECURITIES)
802183 1 03
(CUSIP NUMBER OF CLASS OF SECURITIES)
RICHARD J. RESSLER
ASSISTANT GENERAL COUNSEL
UNION PACIFIC CORPORATION
EIGHTH AND EATON AVENUES
BETHLEHEM, PENNSYLVANIA 18018
(610) 861-3200
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
with a copy to:
PAUL T. SCHNELL, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
TELEPHONE: (212) 735-3000
Union Pacific Corporation, a Utah corporation ("Parent"),
and UP Acquisition Corporation, a wholly-owned subsidiary of
Parent (the "Purchaser"), hereby amend and supplement their
Statement on Schedule 14D-1 ("Schedule 14D-1"), filed with the
Securities and Exchange Commission (the "Commission") on November
9, 1994, as amended by Amendment No. 1, dated November 10, 1994,
Amendment No. 2, dated November 14, 1994, Amendment No. 3, dated
November 18, 1994, Amendment No. 4, dated November 22, 1994 and
Amendment No. 5, dated November 23, 1994, with respect to the
Purchaser's offer to purchase 115,903,127 shares of Common Stock,
par value $1.00 per share (the "Shares"), of Santa Fe Pacific
Corporation, a Delaware corporation (the "Company").
Unless otherwise indicated herein, each capitalized term
used but not defined herein shall have the meaning assigned to
such term in Schedule 14D-1 or in the Offer to Purchase referred
to therein.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH
THE SUBJECT COMPANY.
The information set forth in Item 3(b) of Schedule 14D-1 is
hereby amended and supplemented by the following information:
On November 28, 1994, Parent issued a press release
announcing that Parent received an opinion from the Interstate
Commerce Commission (the "ICC") authorizing the use of a voting
trust in its proposed combination with the Company. The press
release also announced that Dick Davidson, President of Parent,
sent a letter, dated November 28, 1994, to the Company. A copy
of the press release and letter are attached hereto as Exhibit
(a)(18) and incorporated herein by reference.
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO THE SUBJECT COMPANY'S SECURITIES.
The information set forth in Item (7) of Schedule 14D-1 is
hereby amended and supplemented by the following information:
On November 28, 1994, Parent received an informal, non-
binding, staff opinion from the ICC. The receipt of such opinion
had been described in the Offer to Purchase as the Voting Trust
Approval Condition to the Offer. A copy of the ICC opinion is
attached hereto as Exhibit (c)(2) and is incorporated herein in
its entirety by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(18) Text of Press Release issued by Union Pacific
Corporation on November 28, 1994.
(c)(2) Interstate Commerce Commission Opinion, dated
November 28, 1994.
SIGNATURE
After due inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: November 29, 1994
UNION PACIFIC CORPORATION
By: /s/ Gary M. Stuart
___________________________
Title: Vice President and
Treasurer
SIGNATURE
After due inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: November 29, 1994
UP ACQUISITION CORPORATION
By: /s/ Gary M. Stuart
__________________________
Title: Vice President and
Treasurer
EXHIBIT INDEX
Exhibit No. Description
(a)(18) Text of Press Release issued by Union Pacific
Corporation on November 28, 1994.
(c)(2) Interstate Commerce Commission Opinion, dated
November 28, 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
FOR IMMEDIATE RELEASE
ICC APPROVES UNION PACIFIC VOTING TRUST
BETHLEHEM, PA, NOVEMBER 28, 1994 -- Union Pacific
Corporation (NYSE: UNP) today received an opinion from
the Interstate Commerce Commission authorizing the use of
a voting trust in its proposed combination with Santa Fe
Pacific Corporation (NYSE: SFX).
"We are pleased with the ICC's prompt action,"
said Union Pacific President Dick Davidson. "This is all
the more reason for Santa Fe to meet with us to discuss
our proposal."
Union Pacific today also sent the following
letter to Santa Fe.
November 28, 1994
Mr. Robert D. Krebs
Chairman, President and CEO
Santa Fe Pacific Corporation
1700 East Golf Road
Schaumburg, IL 60173
Dear Rob:
In several recent communications, you have
insisted that Union Pacific improve its proposal as a
pre-condition to your having any discussions or sharing
any information with us. We believe this position only
creates an additional impediment to your establishing a
fair process for the sale of Santa Fe.
Over the last two months, we have unilaterally
made three attractive proposals to negotiate an
acquisition of Santa Fe. During this period, you have
consistently refused to talk or to meet with us and have
been unwilling to provide us with any of the confidential
information that you furnished to Burlington Northern.
As you know, the Interstate Commerce Commission
today approved the use of a voting trust in our proposed
acquisition. We believe our current proposal is superior
to that of Burlington Northern in terms of price, form of
consideration, timing and certainty. The next step
should be yours. It is time to begin discussions and to
share information.
Sincerely,
Dick Davidson
President,
Union Pacific Corporation
Chairman and CEO,
Union Pacific Railroad Company
cc: Board of Directors
Santa Fe Pacific Corporation
[Interstate Commerce Commission Logo]
Office of the Secretary
Interstate Commerce Commission
Washington, D.C. 20423-0001
November 28, 1994
Arvid E. Roach II
Covington & Burling
1201 Pennsylvania Avenue, N.W.
Washington, D.C. 20044-7566
Re: Finance Docket No. 32619, Union Pacific Corporation,
et al.--Request for Informal Opinion -- Voting Trust
Agreement.
Dear Mr. Roach:
On November 10, 1994, you submitted to the
Commission, for review and an informal staff opinion
under 49 CFR 1013.3, a proposed voting trust agreement to
be entered into by Union Pacific Corporation (UPC), UP
Acquisition Corporation (Acquisition), and Southwest Bank
of St. Louis (Southwest), an institutional trustee.(1)
You state that the voting trust will be employed as a
temporary device during the pendency of Commission review
of a control and merger proceeding involving UPC and the
Santa Fe Pacific Corporation (SFP) and its wholly owned
subsidiary, The Atchison, Topeka and Santa Fe Railway
Company (Santa Fe).(2) You seek an informal opinion on
whether the voting trust, and the arrangements described
therein, will effectively insulate UPC, the settlor of
the trust, from any violation of the Interstate Commerce
Act (ICA) and Commission policy against unauthorized
acquisition of control of a regulated carrier.(3)
The voting trust agreement provides for the
placement of all of UPC's interest in the voting stock of
SFP and, prior to the merger of Acquisition into SFP, all
of the voting stock of Acquisition, into an irrevocable,
independent voting trust.
_______________________
1 On November 17, 1994, at the request of counsel for
Southwest, you submitted certain minor revisions to
the voting trust agreement.
2 A copy of a draft agreement and plan of merger was
submitted with the proposed voting trust. You
subsequently made changes to the draft merger
agreement which were submitted with your November 17
revisions to the voting trust.
3 You state that UPC plans to place the stock of SFP,
not just the stock of SFP's railway subsidiary,
Santa Fe, into the voting trust. Obviously, it is
the regulated carrier Santa Fe, not SFP, for which
control and merger approval authority is necessary
and would be sought.
Finance Docket No. 32619
As you describe the proposed transaction, UPC
has initiated a cash tender offer for approximately 57.1%
of SFP's voting stock on a fully diluted basis.
Shareholders deciding to accept the tender offer will
tender their SFP stock to Citibank, N.A., the depository
selected by UPC, and the depository will release SFP's
stock to the trustee of the voting trust. You request
expedited consideration stating that if the voting trust
is not in place by the tender deadline of December 8,
1994, the tender offer may fail.(4)
In response to some of the concerns raised in
comments filed by Burlington Northern Railroad Company
(BN) on November 16, 1994, you have offered to make
certain revisions to the amended voting trust and merger
agreements in your reply filed on November 18, 1994.
Specifically, in response to BN's challenges to the
payment of minimum dividends by SFP contained in
paragraph 4(a) of the voting trust and sections 4.11(b),
6.1(d) and 6.7 of the merger agreement, you stipulate
your agreement to delete these minimum dividend
provisions. Also, you have offered to add certain
provisions to the voting trust that are presently
contained in the merger agreement. Specifically, these
provisions ensure that confidential commercial
information will not be communicated between UPC and SFP
or Santa Fe, and that SFP and Santa Fe managers will not
receive UPC stock options as compensation.
In addition to the foregoing revisions, you
have also agreed to address one of the concerns raised by
Kansas City Southern Railway Company (KCS) in its
comments filed November 21, 1994. Specifically, you
state in your reply filed November 22, 1994, that you
have no objection to making it clear in the voting trust
that the right of UPC to select a buyer in the event of a
disposition of trust stock is subject to Commission
oversight.
In my opinion the voting trust, as amended, and
subject to the above modifications, effectively insulates
UPC and Acquisition from violation of Commission
prohibitions against acquiring unauthorized control of
Santa Fe. However, should UPC make any material,
relevant changes in the final merger agreement that would
alter what has been presented and described, the
Commission will take action as necessary to ensure
against premature, or other unlawful, control of Santa Fe
by UPC.
_______________________
4 On November 23, 1994, you filed a copy of Securities
and Exchange Commission Schedule 14D-1. In your
cover letter, you note that it appears likely that
the tender offer will be extended beyond the current
December 8, 1994 deadline. However, you reiterate
your request for expedited consideration of this
matter.
Finance Docket No. 32619
This letter is an informal staff opinion that
is not binding on the Commission.
Finance Docket No. 32619
In addition, no consideration whatsovever has
been given to the merits of any application that UPC may
file in the future for control of, or merger with, Santa
Fe. Therefore, this informal opinion should not be
interpreted by any person as indication of the likelihood
of Commission approval of such an application.
Sincerely,
/s/ Vernon A. Williams
Vernon A. Williams
Secretary
