SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1/A
Tender Offer Statement
Pursuant to Section
(Amendment No. 6)
14(d)(1) of the Securities Exchange Act of 1934
Santa Fe Pacific Corporation
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(Name of Subject Company)
Burlington Northern Inc.
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(Bidder)
Common Stock, $1.00 par value per share
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(Title of Class of Securities)
802183103
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(CUSIP Number of Class of Securities)
Edmund W. Burke, Esq.
Executive Vice President, Law and Secretary
Burlington Northern Inc.
3800 Continental Plaza
777 Main Street
Fort Worth, Texas 76102-5384
(817) 333-2000
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(Name, Address and Telephone Number
of Person Authorized to Receive Notices
and Communications on Behalf of Bidder)
Copies to:
David L. Caplan
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
Telephone: (212) 450-4000
December 23, 1994
(Date Tender Offer First Published, Sent or Given to Security Holders)
This Amendment No. 6 amends and supplements the Tender Offer
Statement on Schedule 14D-1 dated December 23, 1994 (the "Statement") of
Burlington Northern Inc., a Delaware corporation (the "Bidder"), as amended
and supplemented by Amendments No. 1 through 5 thereto, relating
to an offer by the Bidder to purchase up to 25,000,000 outstanding shares of
Common Stock, par value $1.00 per share (the "Shares"), of Santa Fe Pacific
Corporation, a Delaware corporation (the "Company"), at $20.00 per Share, net
to the seller in cash, upon the terms and subject to the conditions set forth
in the Offer to Purchase dated December 23, 1994 (the "Original Offer to
Purchase"), as amended and supplemented by the Supplement dated January 13,
1995 (the "First Supplement") and as further amended and supplemented by the
Supplement dated January 25, 1995 (the "Second Supplement"), and in the
related Letter of Transmittal (which collectively constitute the "Offer").
Capitalized terms not separately defined herein shall have the meanings
specified in the Statement.
Item 10. Additional Information.
On February 7, 1995, the Bidder issued the press releases attached
hereto as Exhibit (a)(16) and Exhibit (a)(17), respectively. The information
set forth in such press releases is incorporated herein by reference.
Item 11. Material to be Filed as Exhibits.
(a)(16) Text of Press Release of the Bidder dated February 7, 1995.
(a)(17) Text of Press Release of the Bidder dated February 7, 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: February 7, 1995
By /s/ EDMUND W. BURKE
_______________________
Name: Edmund W. Burke
Title: Executive Vice
President, Law
and Secretary
SCHEDULE 14A
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934
----------------------
Filed by the Registrant [x]
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
----------------------
BURLINGTON NORTHERN INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
BURLINGTON NORTHERN INC.
(NAME OF PERSON(S) FILING PROXY STATEMENT)
----------------------
Payment of Filing Fee (Check the appropriate box): (/1/)
[ ] $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).
[x] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
Santa Fe Pacific Corporation common stock, par value $1.00 per
share.
(2) Aggregate number of securities to which transactions applies:
187,049,738 shares of Santa Fe Pacific Corporation common stock.
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: $49 1/2 (/2/)
(4) Proposed maximum aggregate value of transaction: $3,148,047,091
(/2/)
(/1/) The filing fee previously was paid with the initial filing of the
preliminary proxy materials on August 8, 1994 and with the filing
of two Registration Statements on Form S-4 on October 12, 1994
(Reg. No. 33-56007) and October 27, 1994 (Reg. No. 33-56183),
respectively.
(/2/) For purposes of calculating the filing fee only. Upon consummation
of the Merger, each outstanding share of Santa Fe Pacific
Corporation common stock, par value $1.00 per share, will be
converted into the right to receive 0.34 shares of Burlington
Northern Inc. common stock, no par value. The proposed maximum
aggregate value of the transaction described in the preliminary
proxy materials is $3,148,047,091 (calculated based on the number
of shares of Santa Fe Pacific Corporation common stock
outstanding as of October 19, 1994, the average of the high and
low reported prices of Burlington Northern Inc. common stock on
October 21, 1994 and the exchange ratio of 0.34). The filing fee
is one-fiftieth of that amount.
[x] Check box if any part 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:...................$1,145,590
(2) Form, Schedule or Registration
Statement No.:............................Preliminary Proxy
Statement
Registration Statement
on Form S-4
(Reg. No. 33-56007)
Registration Statement
on Form S-4, as amended
(Reg. No. 33-56183)
(3) Filing Party: ...................Burlington Northern
Inc./Santa Fe
Pacific Corporation
(4) Date filed: ...................August 8, 1994
October 12, 1994
October 27,1994
[BURLINGTON NORTHERN INC. LOGO NEWS]
PRESS RELEASE FEBRUARY 7, 1995
Contacts: Richard Russack (BN) FOR IMMEDIATE RELEASE
(817) 333-6116
BURLINGTON NORTHERN SHAREHOLDERS APPROVE SANTA FE MERGER AGREEMENT
FORT WORTH, Texas, February 7, 1996 -- Burlington Northern Inc. (BN)
announced that its shareholders approved, in a special meeting held here
today, the definitive agreement providing for the merger of BN and Santa
FE Pacific Corporation (Santa Fe).
"The vote today shows that BN shareholders clearly understand and
support a strategic alliance that will bring a new level of value-added
service to customers in the West," said BN chairman and chief executive
officer Gerald Grinstein.
Grinstein added that, although only a simple majority of outstanding
shares was needed for approval, about 78 percent of BN's approximately 89
million shares outstanding voted in favor of the merger agreement.
BN and Santa Fe announced their intent to merge on June 30, 1994, and
formally requested Interstate Commerce Commission approval on October 13.
The combination will create a rail network coverage comparable to that
provided by other western rail carriers and ensuring a stronger, more
competitive rail industry for America.
The merger is also subject to approval by Santa Fe shareholders, who
vote at a special meeting today at 3:00 p.m. CST in Arlington Heights, Ill.
Contact: Richard A. Russack FOR IMMEDIATE RELEASE
(817) 333-6116
Chairman Gerald Grinstein Says Burlington Northern
One Step Closer to Creating Premier Railroad in U.S.
FORT WORTH, Texas, February 7, 1995 - Burlington Northern Inc. (BN)
chairman and chief executive officer Gerald Grinstein said that the
shareholder votes of both BN and Santa Fe Pacific Corporation (Santa Fe)
today approving a merger of the two companies was an historic event.
"This action will create a railroad well-positioned to meet the needs
of shippers who require greater value in their transportation service,"
said Grinstein. "And since the merger is end-to-end, the vast majority of
employees of both companies will look forward to challenging careers.
"Shareholders will benefit as the new company achieves economies and
growth potential," added Grinstein. "At the same time, rail shippers
throughout the world will gain access to new markets and to new,
single-line service throughout the West. With service to major West Coast
and Gulf ports, and access to both Canada and Mexico, the range of export
possibilities for the United States, Canada and Mexico will be broadened."
Since consummation of the two companies' joint tender offer for 63
million shares of Santa Fe common stock was conditioned upon shareholder
approval, the two companies will move forward with that offer, assuming all
conditions to the offer have been satisfied. The tender offer expires at
midnight EST, February 8.
Grinstein said he expects the Interstate Commerce Commission (ICC) to
resume its review of the BN-Santa Fe merger application very soon. The
application was filed on October 13, 1994, but in November the ICC
suspended its review until after shareholders approved the merger
agreement.
"BN and Santa Fe petitioned the ICC to have their joint merger
application reviewed under a streamlined, 180-day timeline proposed late
last month," he said. "Since the review originated with the ICC, it should
allow us to bring the benefits from this new railroad system to the
marketplace that much sooner."
Upon completion of the merger, Burlington Northern will change its
name to Burlington Northern Santa Fe Corporation and the railroad will be
called The Burlington Northern and Santa Fe Railway Company. The combined
company will operate the longest railroad in the United States, linking
nearly 31,000 route miles to form single-line service through 27 states and
two Canadian provinces.
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