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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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(Names(s) 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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[UNION PACIFIC CORPORATION L O G O]
TOP TEN REASONS TO VOTE AGAINST THE
BURLINGTON NORTHERN MERGER
January 24, 1995
Dear Santa Fe Pacific Shareholder:
Santa Fe once again has sent you proxy materials in an effort to solicit
your vote in favor of its proposed merger with Burlington Northern. There are
many very good reasons to vote "AGAINST" that transaction. 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 ONLY 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, the remaining two-thirds of your 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.
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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
two-thirds of your 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.
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In addition to the all-cash advantage of our tender offer, we believe our
offer is superior to the Burlington Northern transaction when you discount
Burlington Northern's purchase price for the time delay in payment for
two-thirds of your shares, the ICC risk of non-consummation of the Burlington
Northern merger and the uncertain value of the Burlington Northern stock to be
received in the merger.
The vote on the Burlington Northern merger is now scheduled to be held on
February 7. You can protect your interests by voting AGAINST the Burlington
Northern merger on the enclosed GOLD proxy card. Let your vote be a message to
the Santa Fe board of directors that you want $18.50 per share in cash for all
your shares -- and you don't want any more delays.
Your vote is important. Please sign, date and mail the GOLD proxy today.
Once again, we appreciate your continued consideration.
Sincerely,
Drew Lewis
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Drew Lewis
Chairman and
Chief Executive Officer
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IMPORTANT
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. 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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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 BURLINGTON NORTHERN AND
SANTA FE IS SUBJECT TO THE APPROVAL OF THE INTERSTATE COMMERCE COMMISSION.
