SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
AMENDMENT NO. 17
(FINAL AMENDMENT)
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
(INCLUDING THE ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS)
(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 and supplemented,
with respect to the Purchaser's offer to purchase all of the
outstanding 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 or in
the Supplement 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 January 31, 1995, Parent issued a press release
announcing that Parent and the Purchaser have terminated the
Offer and the solicitation of proxies in opposition to the
BNI/SFP Agreement. The press release also announced that Drew
Lewis, Chairman and Chief Executive Officer of Parent, sent
letters, dated January 31, 1995, to the Company and to BNI. A
copy of the press release and the letters are attached hereto as
Exhibit (a)(37), Exhibit (g)(16) and Exhibit (g)(17),
respectively, and are incorporated herein by reference.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF
THE BIDDER
The information set forth in Item 5 of Schedule 14D-1
is hereby amended and supplemented by the following information:
Parent and the Purchaser have terminated the Offer and
the solicitation of proxies in opposition to the BNI/SFP
Agreement. The Purchaser has instructed the Depositary to return
promptly all Shares tendered pursuant to the Offer. As of 12:00
midnight, New York City time, on January 30, 1995, approximately
7.7 million Shares had been tendered in the Offer.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
(a)(37) Text of Press Release issued by Union Pacific Corporation on
January 31, 1995.
(g)(16) Letter, dated January 31, 1995, by Union Pacific Corporation
to Santa Fe Pacific Corporation.
(g)(17) Letter, dated January 31, 1995, by Union Pacific Corporation
to Burlington Northern Inc.
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: January 31, 1995
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: January 31, 1995
UP ACQUISITION CORPORATION
By: /s/ Gary M. Stuart
____________________________________
Title: Vice President and Treasurer
EXHIBIT INDEX
Exhibit No. Description
(a)(37) Text of Press Release issued by Union Pacific
Corporation on January 31, 1995.
(g)(16) Letter, dated January 31, 1995, by Union Pacific
Corporation to Santa Fe Pacific Corporation.
(g)(17) Letter, dated January 31, 1995, by Union Pacific
Corporation to Burlington Northern Inc.
Exhibit (a)(37)
(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
UNION PACIFIC TERMINATES PROPOSAL TO ACQUIRE SANTA FE
BETHLEHEM, PA, JANUARY 31, 1995 -- Union Pacific Corporation
(NYSE: UNP) announced today that it is terminating its
tender offer and solicitation of proxies relating to its
proposal to acquire Santa Fe Pacific Corporation (NYSE:
SFX).
In letters to Robert D. Krebs, Chairman and Chief
Executive Officer of Santa Fe, and Gerald Grinstein,
Chairman and Chief Executive Officer of Burlington Northern
Inc. (NYSE: BNI), Drew Lewis, Union Pacific's Chairman and
Chief Executive Officer, said, "Although a transaction at
our current price would benefit Union Pacific shareholders,
for us to overpay to acquire Santa Fe would not. Our first
priority is and will continue to be to serve the best
interests of Union Pacific shareholders. Accordingly, I
congratulate both you and your Board of Directors on your
transaction."
Union Pacific also is requesting that Santa Fe
shareholders no longer use Union Pacific's gold proxy card
to vote on the Santa Fe/Burlington Northern merger, but,
instead, cast their votes on proxy cards furnished by Santa
Fe. All proxy cards received by Union Pacific prior to the
shareholders' meeting will be delivered to Santa Fe so that
shares represented by such proxies can be voted.
Exhibit (g)(16)
[Union Pacific Corporation Letterhead]
January 31, 1995
Mr. Robert D. Krebs
Chairman, President and CEO
Santa Fe Pacific Corporation
1700 East Golf Road
Schaumburg, IL 60173
Dear Rob:
I am writing to advise you that we are
terminating our offer to acquire Santa Fe.
Our current $18.50 cash offer for all Santa Fe
shares is an attractive and fully-priced proposal. It
represents a premium of almost 40% over the value of your
original transaction with Burlington Northern when we
first made our proposal. We continue to believe that our
offer is the superior transaction for Santa Fe
shareholders.
Yet, given Santa Fe's continued refusal to
negotiate with us and its use of the poison pill to
prevent Santa Fe shareholders from freely choosing
between the competing bids, it has become apparent that
we would need to increase our offer in order to prevail
at the Santa Fe shareholders' meeting. This, I am
unwilling to do.
Although a transaction at our current price
would benefit Union Pacific shareholders, for us to
overpay to acquire Santa Fe would not. Our first
priority is and will continue to be to serve the best
interests of Union Pacific shareholders.
Accordingly, I congratulate you and your Board
of Directors on the transaction.
Sincerely,
/s/ Drew
DL/ss
cc: Gerald Grinstein
Exhibit (g)(17)
[Union Pacific Corporation Letterhead]
January 31, 1995
Mr. Gerald Grinstein
Chairman and CEO
Burlington Northern Inc.
3800 Continental Plaza
Fort Worth, TX 76102-5384
Dear Jerry:
I am writing to advise you that we are
terminating our offer to acquire Santa Fe.
Our current $18.50 cash offer for all Santa Fe
shares is an attractive and fully-priced proposal. It
represents a premium of almost 40% over the value of
Santa Fe's original transaction with Burlington Northern
when we first made our proposal. We continue to believe
that our offer is the superior transaction for Santa Fe
shareholders.
Yet, given Santa Fe's continued refusal to
negotiate with us and its use of the poison pill to
prevent Santa Fe shareholders from freely choosing
between the competing bids, it has become apparent that
we would need to increase our offer in order to prevail
at the Santa Fe shareholders' meeting. This, I am
unwilling to do.
Although a transaction at our current price
would benefit Union Pacific shareholders, for us to
overpay to acquire Santa Fe would not. Our first
priority is and will continue to be to serve the best
interests of Union Pacific shareholders.
Accordingly, I congratulate you and your Board
of Directors on the transaction.
Sincerely,
/s/ Drew
DL/ss
cc: Robert D. Krebs
