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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
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Name of Registrant as Specified In Its Charter
Union Pacific Corporation
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(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.
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[LOGO]
VOTING TRUST APPROVED BY ICC
December 8, 1994
Dear Santa Fe Pacific Shareholder:
As we expected, last week the Staff of the Interstate Commerce Commission
APPROVED UNION PACIFIC'S USE OF A VOTING TRUST in our proposed acquisition of
Santa Fe.1 Under our proposal, all Santa Fe shares -- whether acquired in our
pending $17.50 cash tender offer or in the second-step merger -- would be placed
in the Voting Trust.
With the Voting Trust in place, SANTA FE SHAREHOLDERS WOULD NOT HAVE TO
WAIT FOR OR BEAR THE RISK OF ICC APPROVAL OF A UNION PACIFIC/SANTA FE
COMBINATION. By way of contrast, in a Burlington Northern merger Santa Fe
shareholders bear the entire risk of ICC approval and will not receive any
payment for their shares unless ICC approval is obtained -- which could take
from 16 months to almost 2 1/2 years.
AS WE HAVE SAID BEFORE, UNION PACIFIC WANTS TO ACQUIRE ALL SHARES OF SANTA
FE COMMON STOCK -- AND WE WANT TO DO IT AS SOON AS POSSIBLE. In order to do
this, we have presented Santa Fe's board with a proposal that provides you with:
- CASH FOR 57% OF ALL SANTA FE SHARES (with the remaining 43% of
Santa Fe's shares receiving Union Pacific common stock in a
second-step merger)2
- SPEED
- NO ICC RISK
WE REMAIN READY, WILLING AND ABLE
WE REMAIN READY, WILLING AND ABLE TO MOVE FORWARD ON A FAST TRACK BASIS TO
ACQUIRE ALL SANTA FE SHARES. Our pending tender offer has no financing condition
and we have financing commitments and cash on hand that will enable us to
purchase and pay for every Santa Fe share we are tendering for upon completion
of our tender offer.
THE SOONER A UNION PACIFIC/SANTA FE MERGER AGREEMENT IS NEGOTIATED, THE
SOONER YOU COULD RECEIVE PAYMENT FOR ALL YOUR SANTA FE SHARES.
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THE NEXT STEP IS UP TO YOU
The Santa Fe shareholders' meeting is now scheduled for December 16 -- only
8 days from now. At that meeting you are being asked to vote on the Burlington
Northern merger. THE TIME HAS COME TO DECISIVELY REJECT THE BURLINGTON NORTHERN
MERGER AND ENCOURAGE THE SANTA FE BOARD TO ENTER INTO A NEGOTIATED MERGER
AGREEMENT WITH UNION PACIFIC.
IF SANTA FE SHAREHOLDERS REJECT THE BURLINGTON NORTHERN MERGER, UNION
PACIFIC WILL STILL BE THERE. If Santa Fe shareholders approve the Burlington
Northern merger, Union Pacific will withdraw its proposal and terminate the cash
tender offer.
We urge you to vote AGAINST the Burlington Northern merger on the enclosed
GOLD proxy card. Your vote is important. Time is short. Please sign, date and
return the GOLD proxy card today.
Thank you for your consideration and support.
Sincerely,
Drew Lewis
Chairman and
Chief Executive Officer
VOTE AGAINST THE BURLINGTON NORTHERN MERGER ON THE
GOLD PROXY CARD TODAY.
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1 In accordance with standard ICC procedures, the approval of Union Pacific's
Voting Trust is an informal, non-binding opinion of the Staff of the ICC.
2 Based on Union Pacific's closing market price on November 8, 1994 (the last
trading day before Union Pacific's proposal was publicly announced), the value
of the consideration in the second-step merger would be equivalent to the
tender offer price. Because of fluctuations in the market value of Union
Pacific and Burlington Northern common stock, based on Union Pacific's and
Burlington Northern's closing market price on December 7, 1994, the blended
value of the consideration in Union Pacific's acquisition proposal would be
slightly less than the consideration offered in the Burlington Northern
merger.
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IMPORTANT
---------------------------------------------
1. Regardless of how many shares you own, your vote is very important.
Please sign, date and mail the enclosed GOLD proxy card today.
2. We urge you NOT to sign the WHITE proxy card 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 800-662-5200
In New York City, call: (212) 754-8000
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SUPPLEMENTAL INFORMATION
On November 29, 1994, Santa Fe announced that it had again postponed the
special meeting of shareholders which had been called for the purpose of voting
on a merger of Santa Fe with Burlington Northern. The special meeting,
previously scheduled for December 2, 1994, is now scheduled to be held on
Friday, December 16, 1994, at the Hyatt Regency O'Hare, 9300 West Bryn Mawr
Avenue, Rosemont, Illinois, commencing at 2:00 p.m., Central time. On December
7, 1994, Union Pacific extended the expiration date of its pending cash tender
offer to 12:00 midnight (New York City time) on Friday, December 23, 1994.
VOTING TRUST -- RECENT DEVELOPMENTS
Pursuant to the proposal made by Union Pacific to Santa Fe on November 8,
1994, Union Pacific would place all shares of Santa Fe common stock acquired by
Union Pacific (whether pursuant to the pending cash tender offer or the
second-step merger) into a voting trust (the "Voting Trust") that would be
independent of Union Pacific. On November 28, 1994, Union Pacific received an
informal, non-binding Staff opinion from the Interstate Commerce Commission
("ICC") authorizing the use of the Voting Trust.
On November 28, 1994, the ICC, acting through Chairman McDonald, denied
petitions of Burlington Northern and the Kansas City Southern Railway Company
("KCS") and a letter request of the State of Colorado Department of
Transportation, all seeking to have the ICC formally investigate, and solicit
public comment on, Union Pacific's proposed Voting Trust, and a petition of a
number of railroad unions (the "rail unions") seeking various declaratory orders
with regard to the Voting Trust. Burlington Northern, KCS and the rail unions
subsequently appealed this decision to the full Interstate Commerce Commission,
and Union Pacific filed oppositions to these appeals.
<PAGE> 5
On December 6, 1994, the ICC issued a decision denying a request by
Burlington Northern and others that the ICC staff's informal opinion letter be
withdrawn pending resolution of the administrative appeals, and indicating that
a decision on those appeals would be forthcoming shortly. On December 7, 1994,
Burlington Northern filed an action in the U.S. Court of Appeals for the Third
Circuit seeking review of the December 6, 1994 decision and seeking an
injunction barring Union Pacific from placing Santa Fe common stock in a Voting
Trust until the ICC conducts a formal investigation. Union Pacific believes this
action is without merit.
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UNION PACIFIC'S ACQUISITION 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 AGREEMENT 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 SHAREHOLDERS OF SANTA FE AND UNION PACIFIC
IS NOT REQUIRED IN ORDER TO CONSUMMATE THE CASH TENDER OFFER. APPROVAL OF SANTA
FE SHAREHOLDERS (BUT NOT UNION PACIFIC SHAREHOLDERS) IS REQUIRED IN ORDER TO
CONSUMMATE THE SECOND-STEP MERGER. THE UNION PACIFIC PROPOSAL IS NOT SUBJECT TO
APPROVAL OF THE INTERSTATE COMMERCE COMMISSION, 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 SHAREHOLDERS
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 SHAREHOLDERS WOULD RECEIVE
PURSUANT TO THE SECOND-STEP MERGER CONTEMPLATED BY THE 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.
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IMPORTANT
A REPLY IS NECESSARY TO VOTE YOUR SHARES
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In Re: Special Meeting of Shareholders of Santa Fe Pacific Corporation.
Solicitation of proxies in opposition to the proposed merger of
Santa Fe Pacific Corporation and Burlington Northern Inc.
To Our Clients:
Enclosed for your consideration is soliciting material furnished to us by Union
Pacific Corporation
in connection with the December 16, 1994 Special Meeting of Santa Fe Pacific
Shareholders.
THE SHARES CARRIED BY US IN YOUR ACCOUNT CAN ONLY BE VOTED BY
US AS THE HOLDER OF RECORD.
If you wish to insure that your shares are voted at the meeting, please sign,
date and mail the
GOLD proxy card in the postage-free envelope provided.
WE CANNOT VOTE YOUR SHARES UNLESS WE RECEIVE YOUR SPECIFIC
INSTRUCTIONS.
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If you have any questions or any difficulty in voting your shares please call:
Morrow & Co., Inc.
1-800-856-8309 (toll free)
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IMPORTANT
A REPLY IS NECESSARY TO VOTE YOUR SHARES
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In Re: Special Meeting of Shareholders of Santa Fe Pacific Corporation.
Solicitation of proxies in opposition to the proposed merger of
Santa Fe Pacific Corporation and Burlington Northern Inc.
To Santa Fe Pacific Shareholders:
Enclosed for your consideration is soliciting material furnished to us by Union
Pacific Corporation
in connection with the December 16, 1994 Special Meeting of Santa Fe Pacific
Shareholders.
THE SHARES CARRIED BY US IN YOUR ACCOUNT CAN ONLY BE VOTED BY
US AS THE HOLDER OF RECORD.
WE CANNOT VOTE YOUR SHARES UNLESS WE RECEIVE YOUR SPECIFIC
INSTRUCTIONS.
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<PAGE> 8
SANTA FE PACIFIC CORPORATION
SOLICITATION BY UNION PACIFIC CORPORATION
IN OPPOSITION TO THE PROPOSED
MERGER OF SANTA FE CORPORATION AND
BURLINGTON NORTHERN INC.
PROXY
SPECIAL MEETING OF STOCKHOLDERS OF SANTA FE PACIFIC CORPORATION
The undersigned hereby appoints DREW LEWIS and JUDY L. SWANTAK as
proxies, each with the power to appoint a substitute, and hereby authorizes
them to represent and to vote all shares of stock of Santa Fe Pacific
Corporation, a Delaware corporation ("Santa Fe"), which the undersigned is
entitled to vote at the special meeting of stockholders of Santa Fe, scheduled
to be held on December 16, 1994, called for the purpose of considering the
proposed merger of Santa Fe with and into Burlington Northern Inc., a Delaware
corporation ("BN")(such proposed merger, the "Santa Fe/BN Merger"), or any
adjournment(s), postponement(s), or rescheduling(s) thereof. The special
meeting of stockholders of Santa Fe was originally to be held on November 18,
1994 and subsequently was twice postponed by Santa Fe, first to December 2,
1994 and then to December 16, 1994.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED AGAINST THE SANTA FE/BN
MERGER. IF ANY OTHER MATTERS ARE PROPERLY BROUGHT BEFORE THE SPECIAL MEETING,
THIS PROXY WILL BE VOTED ON SUCH MATTERS AS UNION PACIFIC CORPORATION, IN ITS
SOLE DISCRETION, MAY DETERMINE.
(Continued and to be dated and signed on reverse side.)
<PAGE> 9
1. The Santa Fe/BN Merger.
Union Pacific strongly recommends a vote "AGAINST" the Santa
Fe/BN Merger.
/ / AGAINST / / FOR / / ABSTAIN
The undersigned hereby acknowledges receipt of the Union Pacific
Corporation Proxy Statement soliciting proxies in opposition to the Santa Fe/BN
Merger. The undersigned hereby revokes any proxies heretofore given by the
undersigned relating to the subject matter hereof and confirms all that the
Proxies may lawfully do by virtue hereof.
DATE:_____________________________, 1994
________________________________________
(Signature)
________________________________________
(Signature if jointly held)
Title:__________________________________
Please sign exactly as name appears
hereon. When signing as an
attorney, executor, administrator,
trustee or guardian, please give
full title as such.
PLEASE SIGN, DATE AND MAIL PROMPTLY IN THE POSTAGE-PAID
ENVELOPE ENCLOSED.
