SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
AMENDMENT NO. 16
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 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS.
The information set forth in Item 4 to Schedule 14D-1
is hereby amended and supplemented by the following information:
Amendment No. 15 incorrectly stated that the Lenders
under the supplemental commitment letter have increased the size
of the revolving credit facility from $2 billion to $2.7 billion.
As previously announced, the supplemental commitment letter
increased the size of the revolving credit facility from $2
billion to $3.7 billion.
ITEM 10. ADDITIONAL INFORMATION.
The information set forth in Item 10 of Schedule 14D-1
is hereby amended and supplemented by the following information:
(e) On January 26, 1995, Parent filed a motion for a
preliminary injunction in the Chancery Court in the State of
Delaware seeking, among other things, an order enjoining the
Company from taking any action with respect to the Rights
Agreement and compelling the Company to make the Rights Agreement
inapplicable to Parent's Offer and Proposed Merger. Also on
January 26, 1995, Parent issued a press release announcing that
it is seeking such preliminary injunction. Copies of the motion
and press release are attached hereto as Exhibit (g)(14) and
Exhibit (g)(15), respectively, and incorporated herein by
reference.
On January 27, 1995, Parent issued a press release
announcing that several large shareholders of the Company had
filed affidavits supporting Parent's litigation to invalidate the
Rights Agreement. A copy of the press release is attached hereto as
Exhibit (g)(16) and incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(g)(14) Motion for Preliminary Injunction in connection
with Union Pacific Corporation and James A.
Shattuck v. Santa Fe Pacific Corporation, et. al.,
filed in the Court of Chancery in Delaware on
January 26, 1995.
(g)(15) Text of Press Release issued by Union Pacific
Corporation on January 26, 1995.
(g)(16) Text of Press Release issued by Union Pacific
Corporation on January 27, 1995.
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 27, 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 27, 1995
UP ACQUISITION CORPORATION
By: /s/ Gary M. Stuart
_____________________________
Title: Vice President and Treasurer
EXHIBIT INDEX
Exhibit No. Description
(g)(14) Motion for Preliminary Injunction in connection with
Union Pacific Corporation and James A. Shattuck v.
Santa Fe Pacific Corporation, et. al., filed in the
Court of Chancery in Delaware on January 26, 1995.
(g)(15) Text of Press Release issued by Union Pacific
Corporation on January 26, 1995.
(g)(16) Text of Press Release issued by Union Pacific
Corporation on January 27, 1995.
Exhibit (g)(14)
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
- - - - - - - - - - - - - - - X
:
UNION PACIFIC CORPORATION :
and JAMES A. SHATTUCK, :
:
Plaintiffs, :
:
v. :
: Civil Action No. 13778
SANTA FE PACIFIC CORPORATION, :
BILL M. LINDIG, ROY S. :
ROBERTS, JOHN S. RUNNELLS II, :
ROBERT H. WEST, JOSEPH F. :
ALIBRANDI, GEORGE DEUKMEJIAN, :
JEAN HEAD SISCO, ROBERT D. :
KREBS, MICHAEL A. MORPHY, :
EDWARD F. SWIFT, and :
BURLINGTON NORTHERN, INC., :
:
:
Defendants. :
:
- - - - - - - - - - - - - - - X
MOTION FOR PRELIMINARY INJUNCTION
Plaintiffs Union Pacific Corporation ("Union
Pacific") and James A. Shattuck, by their undersigned
attorneys, hereby move for a preliminary injunction:
(a) compelling defendants Santa Fe
Pacific Corporation ("Santa Fe"), Bill M.
Lindig, Roy S. Roberts, John S. Runnells II,
Robert H. West, Joseph F. Albrandi, George
Deukmejian, Jean Head Sisco, Robert D. Krebs,
Michael A. Morphy, Edward F. Swift (together,
the "Santa Fe Defendants") to redeem the
rights; alternatively
(b) enjoining the Santa Fe Defendants,
their employees, agents and all persons acting
in concert with them from taking any action
with respect to Santa Fe's poison pill rights
plan, except to amend the rights agreement to
make it inapplicable to any all-cash, all-
shares tender offer of at least $18.50 per
Santa Fe share to be followed by a cash merger
at the same per-share price, after which all
shares of Santa Fe would be held in a voting
trust pending Interstate Commerce Commission
("ICC") approval of the buyer's acquisition of
control; and
(c) compelling the Santa Fe Defendants to
amend the rights agreement to make it
inapplicable to any all-cash, all-shares tender
offer of at least $18.50 per Santa Fe share to
be followed by a cash merger at the same per-
share price, after which all shares of Santa Fe
would be held in a voting trust pending ICC
approval of the buyer's acquisition of control;
and alternatively, if (a) or (b) and (c) are
not ordered
(d) compelling the Santa Fe Defendants to
amend the rights agreement to make it
inapplicable to any all-cash, all-shares tender
offer of at least $18.50 per Santa Fe share
which receives unwithdrawn tenders of 90% or
more of Santa Fe outstanding stock, which
tender offer is to be followed by a cash merger
at the same per-share price, and after which
the stock of Santa Fe will be held in a voting
trust pending ICC approval of the buyer's
acquisition of control.
The grounds for this motion are as set forth below and as
will be more fully stated in plaintiffs' memorandum of
law to be filed following the limited expedited discovery
sought in Plaintiffs' Second Motion for Expedited
Discovery, filed herewith.
The Current Situation Requires Relief
1. Having initiated and encouraged an active,
albeit unfairly skewed, bidding contest for the sale of
Santa Fe, the Santa Fe Board has implemented and is
maintaining a coercive, selective, and ultimately
preclusive poison pill rights plan designed to force
Santa Fe's stockholders to approve a Merger Agreement
with its favored bidder, Burlington Northern Inc.
("Burlington Northern"), and forever foreclose them from
choosing Union Pacific's superior all-cash, all-shares
offer.
2. Union Pacific's current bid was made on
January 17, 1995. Three days ago, the Santa Fe board
rejected the superior Union Pacific offer in favor of the
highly conditional, front-end loaded bid by Burlington
Northern.
3. Two days ago, Tuesday, Santa Fe and
Burlington Northern amended their merger agreement to
permit, but not require, an enhanced exchange ratio in
the highly contingent back-end merger. Additionally,
Santa Fe announced that it had amended its Poison Pill
Rights Agreement in order to enable Alleghany Corporation
("Alleghany") to purchase up to 14.9% of Santa Fe's
stock, in return for Alleghany's agreement with Santa Fe
and Burlington Northern to vote in favor of the
Burlington Northern merger.
4. It is clear that Santa Fe's directors
intend to put the Burlington Northern merger to a vote as
scheduled on February 7, amidst the confusion created by
Tuesday's illusory promise of higher consideration and
subject to the coercive effect of continued maintenance
of the poison pill. Furthermore, the joint, partial
tender offer is scheduled to close immediately after the
vote. As a result of that tender offer and related
agreements and transactions, enormous changes will occur
in both Santa Fe's capital structure and the composition
of its shareholder body. Thus, Santa Fe's stockholders
are threatened with imminent, irreparable harm.
The Bidding Contest
5. In June 1994, Burlington Northern
initially agreed to exchange 0.27 shares of its stock for
each share of Santa Fe common stock. On October 5, 1994,
Union Pacific proposed to acquire Santa Fe for $18.00 per
Santa Fe share in a stock-for-stock merger. At that
time, the Burlington Northern proposal was worth $13.50
per share of Santa Fe stock. Following Union Pacific's
bid, the Santa Fe defendants encouraged Burlington
Northern to top it.
6. An active bidding contest for the sale of
Santa Fe ensued. Over the next three months, Union
Pacific and Burlington Northern engaged in a see-saw
battle of revised bids for Santa Fe. Because it is
dominated and controlled by Santa Fe Chairman and CEO
Robert Krebs -- who stands to become CEO of a combined
Santa Fe/Burlington Northern -- the Santa Fe board
consistently and unfairly favored Burlington Northern
throughout the bidding contest. Santa Fe refused to
enter into discussions with Union Pacific for two months,
while continuing actively to encourage and facilitate
escalating offers by Burlington Northern. Moreover,
Santa Fe refused Union Pacific's repeated demands that it
implement a fair bidding process. At the same time,
Santa Fe cynically challenged Union Pacific to improve
its bid. The process has culminated in two competing
bids: (i) Burlington Northern's coercive, two-tiered
merger offer, which, due to ICC regulatory concerns and
other material conditions, places the risk of non-
consummation of the second step merger on Santa Fe's
stockholders, and which has been exempted from Santa Fe's
poison pill, and (ii) Union Pacific's superior all-cash,
all-shares bid, which poses to Santa Fe's stockholders no
regulatory risk of non-consummation or delay for
regulatory review, but which has not been exempted from
the poison pill.
7. Union Pacific is currently offering by
tender offer (to be followed promptly by a second-step
merger) to purchase all shares of Santa Fe stock for
$18.50 per share in cash. Union Pacific's tender offer
is currently scheduled to expire on February 7, 1995.
The shares purchased in the tender offer and the second-
step merger will be placed in an ICC-approved voting
trust pending the ICC's approval of the merger between
Union Pacific and Santa Fe. Although Union Pacific's
tender offer is conditioned on a definitive merger
agreement with Santa Fe, Union Pacific announced that it
will waive this condition if the poison pill rights are
neutralized and at least 90% of Santa Fe's outstanding
stock is tendered, enabling it to consummate a short-form
merger under Delaware law. In order to proceed on this
unilateral basis, Union Pacific would first ask the ICC
to approve an amendment to the voting trust that would
enable the trustee to ensure Santa Fe's cooperation in
seeking ICC approval of a Santa Fe/Union Pacific
combination. Santa Fe rejected Union Pacific's offer
this Monday, January 23.
8. Burlington Northern's current bid has been
approved by the Santa Fe board and is scheduled for a
stockholder vote on February 7, 1995. The proposed
Burlington Northern transaction has two tiers. First,
Burlington Northern and Santa Fe have commenced a joint,
partial tender offer to purchase for cash up to 63
million shares, approximately 33% of Santa Fe's
outstanding stock, for $20.00 per share. Of this, 38
million shares are to be repurchased by Santa Fe with
$760 million of its own newly-borrowed cash; the
remaining 25 million shares are to be bought by
Burlington Northern, which, as a result of the joint
tender offer, will own about 16% of the remaining
outstanding shares of Santa Fe. The closing of this
first-step tender offer is conditioned upon stockholder
approval of the merger agreement, and it is currently
scheduled to expire immediately after the stockholder
vote.
9. The second tier of the Burlington Northern
bid is highly conditional. At the earliest by mid-1996
and contingent on ICC approval of a merger of Santa Fe
and Burlington Northern, the remaining shares of Santa Fe
stock would each be exchanged for .4 shares of Burlington
Northern stock, subject to a possible adjustment
described in paragraph 10, infra. Based on the closing
price of Burlington Northern stock on January 24, 1995,
the second-step merger consideration has a nominal value,
before discounting for the time value of money and the
risk of non-consummation, of $20.00 per Santa Fe share.
Of course, no one knows what the trading price of
Burlington Northern stock will be if and when ICC
approval is obtained.
10. On Tuesday, Santa Fe and Burlington, aided
by Allegheny, shuffled two new wild cards into the deck.
First, Burlington Northern and Santa Fe amended their
merger agreement to permit -- but not require -- Santa Fe
to purchase up to 10 million shares of its stock in the
time after shareholder approval and prior to consummation
of the merger. The total number of shares of Burlington
Northern stock to be issued if the merger ever occurs,
however, remains fixed. Thus, Santa Fe and Burlington
Northern have effectively announced that if the merger
ever occurs, then maybe the exchange ratio will be
improved, if Santa Fe is ever able to purchase additional
shares -- which it is not obligated to do, which it
appears Santa Fe is not now able to do and which it may
never be able to do.
11. The second new development is that the
Santa Fe board amended the Santa Fe Rights Agreement to
raise the triggering threshold from 10 percent to 15
percent to induce Allegheny to sign a voting agreement
with Santa Fe and Burlington Northern pursuant to which
its current 7.2% of Santa Fe's stock and any additional
shares which Alleghany acquires and becomes entitled to
vote at the meeting will be voted in favor of the Santa
Fe/Burlington Northern merger. Allegheny plans to tender
its shares in the joint, partial tender offer and use the
proceeds to purchase additional shares so that it will
own up to 14.9% of Santa Fe's post-joint tender offer
outstanding stock. Thus, as a result of the joint tender
offer, the potential Santa Fe repurchase of an additional
10 million shares and the intended purchases of
Allegheny, Allegheny would own as much as 15% of Santa
Fe's common stock. Allegheny and Burlington Northern
together would own over 32% of the outstanding shares.
Santa Fe Is For Sale
12. Despite its board's self-serving
protestations that Santa Fe is "not for sale", by its
affirmative actions of (a) encouraging Burlington
Northern to bid against Union Pacific, (b) cynically
challenging Union Pacific to improve its bid through a
flawed and biased sale process, and (c) actually
facilitating and causing Santa Fe to participate in and
finance Burlington Northern's ultimate bid, Santa Fe
"albeit unintentionally, [ ] `initiate[d] [and fueled] an
active bidding process seeking to sell "itself.'"
Paramount Communications Inc. v. QVC Network, Inc., Del.
Supr., 637 A.2d 34, 47 (1994) (quoting Paramount
Communications Inc. v. Time, Inc., Del. Supr., 571 A.2d
1140, 1150 (1989)).
13. Moreover, the first step of the current
Burlington Northern proposal, when viewed in conjunction
with the related late-breaking developments of the
potential Santa Fe stock repurchase and the announced
intention of Allegheny to purchase up to 14.9% of Santa
Fe stock, may result in effective control shifting from
"a fluid aggregation of unaffiliated stockholders,"
Paramount Communications Inc. v. QVC Network, Inc., 637
A.2d at 46, to a concentrated group, consisting of
Burlington Northern and Allegheny, acting in concert.
This concentration of effective control would likely last
for many months if not years, while ICC approval of the
Santa Fe/Burlington Northern merger is sought.
14. As a result of these factors, Santa Fe is
for sale. Its board is therefore subject to the
obligation to act reasonably toward the goal of obtaining
for its stockholders the highest value reasonably
available. Paramount Communications Inc. v. QVC Network,
Inc., 637 A.2d at 48.
Santa Fe's Continued Use Of The Poison Pill To Foreclose
Free Stockholder Choice Between The Competing Offers Is
Coercive And Unjustifiable
15. Santa Fe's board has determined to submit
the Burlington Northern merger agreement to a vote of
Santa Fe's stockholders on February 7th. If the merger
is approved, the bidding contest for Santa Fe will be
over.
16. Thus, the bidding contest for Santa Fe has
run its course or will do so by the time the vote is
taken.
17. Meanwhile, by their continuing claim that
Santa Fe is "not for sale," the Santa Fe directors are
seeking to coerce stockholders into believing, that if
they reject the Burlington Northern merger proposal, they
will not have the chance to accept the Union Pacific
transaction because, by leaving the poison pill in place,
those directors will not comply with their fundamental
duties as "auctioneers charged with getting the best
price for the stockholders at a sale of the company."
Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc., Del.
Supr., 506 A.2d 173, 182 (1986). This court has recently
observed that when directors arrogate to themselves
[the] power to choose what premium the
shareholders will receive in a change of
control transaction, then those directors, as
fiduciaries, must be deemed to have assumed the
duty that accompanies the power. In colloquial
terms, that duty is to do for the shareholders
what the shareholders would otherwise do for
themselves -- to seek the best premium-
conferring transaction that is available in the
circumstances. Fairness requires no less.
QVC Network, Inc. v. Paramount Communications Inc., Del.
Ch., 635 A.2d 1245, 1266 (1993) (emphasis added)
(citations omitted) ,aff'd, Del. Supr., 637 A.2d 34
(1994). By claiming that the company is not for sale,
the Santa Fe directors have unequivocally indicated that
they have not fulfilled this basic fiduciary obligation
and will not do so.
18. Therefore, the only remaining function of
the poison pill at this point is to coerce Santa Fe's
stockholders to vote in favor of the Burlington Northern
Merger agreement. Stockholders know that, with the pill
in place, the board has the power to carry out its
coercive, implicit threat to remain independent and deny
them any premium rather than merge with Union Pacific.
To avoid the risk of losing the chance to realize some
premium (although not that which could be obtained in the
"best premium-conferring transaction available"), Santa
Fe's stockholders are being coerced to vote for the
inferior Burlington Northern deal.
19. Thus, the poison pill no longer serves any
valid corporate purpose. Keeping it in place "will only
cause the shareholders irreparable harm, since they will
be deprived of the opportunity to consider, as an
alternative to the [Burlington Northern] offer, [Union
Pacific's superior] bid" Mills Acquisition Co. v.
MacMillan, Inc., Del. Ch., C.A. No. 10168, slip op. at
48-50, Jacobs, V.C. (Oct. 17, 1988) (Ex. A hereto), rev'd
on other grounds, Del. Supr., 559 A.2d 1261 (1969).
20. The Santa Fe board's failure to redeem the
poison pill or render it inapplicable to Union Pacific's
offer is also a disproportionate defensive measure under
Unocal Corp. v. Mesa Petroleum Co., Del. Supr., 493 A.2d
946 (1985). A board of directors does not have unlimited
discretion to defeat a perceived threat by any draconian
means available. Unitrin, Inc. v. American General
Corp., Del. Supr., No. 418, 1994, slip op. at 51,
Holland, J. (Jan. 11, 1995) (Ex. B hereto).
21. The Santa Fe Board's continued maintenance
of the poison pill is draconian. As mentioned above, it
is coercive in that it is both intended to and is
operating to coerce the Santa Fe stockholders to vote in
favor of the management-sponsored alternative -- the
Burlington Northern merger agreement. See Paramount
Communications Inc. v. Time, Inc., 571 A.2d at 1154;
AC Acquisitions Corp. v. Anderson, Clayton & Co., Del.
Ch., 519 A.2d 103 (1986).
22. Moreover, the poison pill is preclusive in
two ways. First, unless relief is granted, the board's
coercive use of the pill may well force the stockholders
to approve the Burlington Northern merger agreement. In
that event, Union Pacific would be precluded, absent
court intervention, from acquiring Santa Fe, and Santa
Fe's stockholders would be correspondingly precluded from
receiving the Union Pacific offer's superior value.
Second, even if the Burlington Northern merger agreement
is not approved, the Board's threatened continued
maintenance of the pill will preclude Union Pacific from
ever acquiring Santa Fe, since, as a practical matter, an
election contest for control of the Santa Fe board is
infeasible due to the need for prior ICC approval. Thus,
the Santa Fe directors have effectively arrogated to
themselves the power to forever preclude Union Pacific's
acquisition offer.
The Irreparable Harm Imminently Threatened
23. The Santa Fe stockholder vote is imminent.
A wrongfully coerced stockholder vote constitutes
irreparable harm because the stockholders are thus
forever deprived of their right to be treated fairly.
See Eisenberg v. Chicago Milwaukee Corp., Del. Ch. 537
A.2d 1051, 1052 (1987). Moreover, once a vote in favor
of the Santa Fe/Burlington Northern transaction is
obtained -- even one coerced by operation of the poison
pill -- Santa Fe and Burlington Northern stand ready to
close their joint, partial tender offer and, thus,
substantially alter both the capital structure and
shareholder composition of Santa Fe. At that point, the
Court will not be able to "unscramble the eggs" and the
injury to the interests of Santa Fe shareholders in
receiving the superior Union Pacific proposal will be
complete and irreparable.
24. In the event the coerced vote results in
approval of the Burlington Northern merger, the
stockholders will be further irreparably harmed by loss
of the opportunity to obtain Union Pacific's better
offer. See Mills Acquisition, supra. See also City
Capital Assocs. v. Interco Inc., Del. Ch., 551 A.2d 787,
800 (1988) (stockholders' loss of the opportunity to
effectively choose between competing acquisition offers
constitutes irreparable harm).
25. In the event the Burlington Northern
merger is not approved by the coerced vote of the
stockholders, the Santa Fe board's threatened continued
maintenance of the pill to support a "just say no" stance
will deprive the Santa Fe's stockholders of the unique
opportunity afforded by Union Pacific's acquisition
offer.
Stephen P. Lamb
SKADDEN, ARPS, SLATE,
MEAGHER & FLOM
One Rodney Square
P.O. Box 636
Wilmington, DE 19899
(302) 651-3000
and
David J. Margules
KLEHR, HARRISON, HARVEY,
BRANZBURG & ELLERS
222 Delaware Avenue
Suite 1101
Wilmington, DE 19801
(302) 426-1189
Attorneys for Plaintiffs
Dated: January 26, 1995
Exhibit (g)(15)
(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 SUES TO INVALIDATE SANTA FE
POISON PILL PRIOR TO SHAREHOLDERS' MEETING
BETHLEHEM, PA, JANUARY 26, 1995 -- Union Pacific
Corporation (NYSE: UNP) announced today that it is
seeking a preliminary injunction in the Delaware Chancery
Court to enjoin Santa Fe Pacific Corporation's (NYSE:
SFX) "poison pill" rights plan. Union Pacific said it is
seeking a decision prior to Santa Fe's February 7, 1995
shareholders' meeting to vote on the proposed transaction
with Burlington Northern Inc. (NYSE: BNI).
Drew Lewis, Union Pacific's Chairman and Chief
Executive Officer, said, "Santa Fe's use of its poison
pill to block Union Pacific's offer, while exempting the
Burlington Northern transaction and related share
purchases by a Santa Fe shareholder, is a manipulative
attempt to coerce Santa Fe shareholders to vote for the
BN deal. Santa Fe's shareholders, rather than Santa Fe's
management and Board, deserve the right to choose freely
between Union Pacific's and Burlington Northern's
competing bids to acquire Santa Fe. If Santa Fe really
believes the Burlington Northern transaction is superior,
it would not try to hide behind its poison pill."
Union Pacific's court filing asserts that Santa
Fe's Board, by its actions, has put the Company up for
sale and has a fiduciary obligation to provide the best
deal for Santa Fe shareholders.
Exhibit (g)(16)
(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
SANTA FE SHAREHOLDERS FILE AFFIDAVITS SUPPORTING
UNION PACIFIC LAWSUIT TO INVALIDATE SANTA FE "POISON PILL"
BETHLEHEM, PA, JANUARY 27, 1995 -- Union Pacific Corporation
(NYSE: UNP) announced today that several large shareholders
of Santa Fe Pacific Corporation (NYSE: SFX) beneficially
owning approximately 12 million Santa Fe shares had filed
affidavits supporting Union Pacific's litigation to
invalidate Santa Fe's "poison pill."
The shareholders stated that Union Pacific's
$18.50 all-cash offer will yield materially greater value
than Burlington Northern Inc.'s (NYSE: BNI) merger proposal.
In their statements, the shareholders also said that it is
inappropriate for Santa Fe's Board of Directors to seek to
prejudice the outcome of the Santa Fe shareholder vote by
using the "poison pill" to block the Union Pacific offer.
The shareholders expressed their support for the
elimination of Santa Fe's "poison pill" so that Santa Fe
shareholders are free to choose between the competing Union
Pacific and Burlington Northern bids.
