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:
Top Ten Reasons To Vote Against
The Burlington Northern Merger
There are many very good reasons for Santa Fe shareholders to vote "AGAINST"
the proposed merger with Burlington Northern. These are our top ten:
1. LESS CASH FOR YOU.
Union Pacific is offering cash for
100% of your Santa Fe shares. In
sharp contrast, the Burlington
Northern transaction provides cash
for somewhat more than one-third of
your Santa Fe shares - and most of
those shares would be bought by
Santa Fe itself.
2. UNCERTAIN VALUE.
In a Union Pacific deal, you would
receive $18.50 per share in cash for
all your shares. Even if the
Burlington Northern merger
eventually occurs, your remaining
shares would be exchanged up to
several years from now for shares of
Burlington Northern common stock.
This delay creates uncertainty as to
value.
3. IT COULD BE SOMETIME IN 1997 ...
With Union Pacific's ICC-approved
Voting Trust and financing already
in place, we are positioned to
purchase and pay for all Santa Fe
shares within a few weeks of an
executed Union Pacific/Santa Fe
merger agreement. By contrast,
Santa Fe already has experienced a
delay in its ICC proceeding - and in
talking about the Burlington
Northern merger in its own proxy
statement, Santa Fe says:
"consummation of the Merger may not
occur for two or more years in the
future."
4. ... OR IT COULD NEVER HAPPEN AT ALL.
With Union Pacific's Voting Trust
you bear no risk at all of ICC
approval. But the Burlington
Northern merger is subject to ICC
approval - and you bear the risk
that such approval might never be
obtained.
5. $900 MILLION OF NEW SANTA FE DEBT.
Santa Fe says in its proxy statement
that it "anticipates borrowing up to
$1.31 billion (of which
approximately $400 million will be
to replace existing debt)" in
connection with its repurchase of
Santa Fe shares and related matters
in the cash portion of the Burlington
Northern transaction.
6. WHAT THIS DEBT MEANS TO YOU.
Santa Fe goes on to say in its proxy
statement that the "interest expense
on [Santa Fe's] anticipated borrowings
would reduce [Santa Fe's] net
income" and that, although its Board
believes the proposed borrowing is
"prudent" - "it is possible that the
need to repay the debt incurred in
its borrowing will have a
detrimental effect on [Santa Fe],
either before the Merger or if the
Merger cannot be consummated." Keep
in mind that you'll continue to hold
your remaining Santa Fe shares while
you wait to see if the ICC approves
the Burlington Northern merger.
7. LOSS OF DIVIDENDS.
Here's what the Santa Fe proxy
statement has to say about the
impact of these new borrowings on
your dividends: "[Santa Fe]
currently does not plan to pay
dividends for the foreseeable future
if the [Santa Fe/Burlington Northern
joint tender offer] is consummated."
8. UNION PACIFIC: READY, WILLING AND ABLE.
Santa Fe's own Board has concluded:
"... a strategic combination ... is
required to protect and enhance
shareholder value." If you reject
the Burlington Northern merger, we
believe Santa Fe's Board would be
ready to deal with us in good faith.
9. THERE IS A WAY WE CAN ACT ON OUR OWN.
We have told Santa Fe that we are
prepared to use the Delaware short-
form merger statute - and complete
our tender offer without a merger
agreement - if at least 90% of Santa
Fe's shares are tendered and
impediments such as the "poison
pill" are eliminated. We would
first need ICC approval to amend our
Voting Trust in certain respects.
10. BURLINGTON NORTHERN
DOESN'T DESERVE YOUR VOTE.
In November, Union Pacific
established a voting trust for your
benefit so you would have no risk or
delay in connection with ICC
approval. Since then, Burlington
Northern tried many times - each
time unsuccessfully - to block ICC
approval of our Voting Trust. We
certainly don't think Burlington
Northern was looking out for your
best interests when they took those
actions.
THE FEBRUARY 7 VOTE ON THE BURLINGTON NORTHERN MERGER IS A SHORT TIME AWAY.
VOTE AGAINST THE BURLINGTON NORTHERN MERGER.
SIGN, DATE AND RETURN THE GOLD PROXY CARD TODAY.
[LOGO] UNION PACIFIC
CORPORATION
January 25, 1995
If you need assistance or information please call our solicitor: Morrow
& Co., Inc. at (800) 662-5200.
Union Pacific's tender offer is subject, among other things, to termination
of the Burlington Northern/Santa Fe merger agreement in accordance with its
terms, negotiation of a merger agreement with Santa Fe in accordance with
the terms of Santa Fe's existing merger agreement with Burlington Northern
and approval of a Santa Fe/Union Pacific merger agreement by the respective
Boards of Directors of Santa Fe and Union Pacific. A vote of shareholders
of Santa Fe and Union Pacific is not required to consummate the cash tender
offer. The Union Pacific tender offer 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 the approval
of the respective shareholders of Burlington Northern and Santa Fe, and the
merger of the Burlington Northern and Santa Fe is subject to the approval
of the Interstate Commerce Commission.
