SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
AMENDMENT NO. 4
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 and Amendment No. 3,
dated November 18, 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 10. ADDITIONAL INFORMATION.
The information set forth in Item (10)(f) of Schedule 14D-1
is hereby amended and supplemented by the following information:
The Offer is subject to the conditions set forth in the
Offer to Purchase, including the condition that the Company enter
into a definitive merger agreement with Parent and the Purchaser
to provide for the acquisition of the Company pursuant to the
Offer and the Proposed Merger (the "Proposed Merger Agreement").
As of November 21, 1994, the Company has declined to enter into
discussions with Parent and the Purchaser concerning the Proposed
Merger Agreement. As a result, Parent and the Purchaser believe
it is unlikely that the conditions to the Offer will be satisfied
at a time when there would be a sufficient period for Parent and
the Purchaser to disseminate to the Company's stockholders a
description of the definitive Proposed Merger Agreement prior to
the scheduled expiration date of the Offer on December 8, 1994.
Accordingly, it is likely that, unless terminated, the Offer
would be extended beyond December 8, 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 22, 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 22, 1994
UP ACQUISITION CORPORATION
By: /s/ Gary M. Stuart
____________________________
Title: Vice President and
Treasurer
