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:
UNION PACIFIC HAS DRAMATICALLY IMPROVED ITS OFFER
TO ACQUIRE SANTA FE AND IS NOW TENDERING FOR:
* ALL SHARES
* ALL CASH
* $18.50 PER SHARE
HERE'S OUR NEW OFFER:
1. Union Pacific is now 3. By contrast, the
tendering for 100% of Burlington Northern
Santa Fe's shares at merger would require a
$18.50 per share in cash. delay of up to several
Under the Burlington years for payment of two-
Northern transaction, you thirds of the purchase
would receive cash for price, and would require
only one-third of your you to bear the risk of
shares. ICC approval.
2. With our ICC-approved 4. Our all cash offer
Voting Trust already in eliminates your risk of
place and with no receiving two-thirds of
financing condition, WE the purchase price
ARE POSITIONED TO PAY FOR several years from now in
ALL SANTA FE SHARES WITHIN the form of Burlington
A FEW WEEKS of an executed Northern comon stock - a
Union Pacific/Santa Fe security which will
merger agreement. fluctuate in value.
Before Santa Fe and Burlington Norther revised their merger agreement last
month, Union Pacific and Santa Fe had virtually completed negotiations of a
merger agreement. WE BELIEVE THAT WE SHOULD BE LESS THAN 24 HOURS AWAY
FROM A FULLY NEGOTIATED MERGER AGREEMENT WITH SANTA FE.
SANTA FE'S OWN BOARD OF DIRECTORS HAS CONCLUDED:
"...A STRATEGIC COMBINATION...IS REQUIRED TO
TO PROTECT AND ENHANCE SHAREHOLDER VALUE."
Santa Fe/Burlington Northern
Joint Proxy Statement/Prospectus dated January 13, 1995, Page 27.
With Santa Fe's board having concluded that Santa Fe needs a business
combination, we believe that Santa Fe would enter into a merger agreement
with Union Pacific if the Burlington Northern merger is rejected.
Union Pacific's improved cash tender offer is conditioned on the Burlington
Northern merger being rejected by Santa Fe shareholders and on Santa Fe and
Union Pacific entering into a negotiated merger agreement. If Santa Fe
shareholders approve the Burlington Northern merger, Union Pacific will
terminate its cash tender offer.
VOTE AGAINST THE BURLINGTON NORTHERN MERGER. SIGN, DATE AND RETURN THE
GOLD PROXY CARD TODAY.
THE IMPROVED UNION PACIFIC TENDER OFFER:
CASH, VALUE, SPEED AND NO ICC RISK TO
SANTA FE SHAREHOLDERS
[Logo] Union Pacific
Corporation
January 19, 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 stockholders of Burlington Northern and Santa
Fe, and the merger of Burlington Northern and Santa Fe is subject to the
approval of the Interstate Commerce Commission. Union Pacific has modified
its cash tender offer so that is tendering for all shares of Santa Fe
common stock. Union Pacific no longer is proposing to issue shares of
Union Pacific common stock or other securities in a second-step merger.
