SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1/A
Tender Offer Statement
(Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934)
(FINAL AMENDMENT)
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SANTA FE PACIFIC CORPORATION
(Name of Subject Company)
BURLINGTON NORTHERN INC.
(Bidder)
Common Stock, $1.00 par value per share
(Title of Class of Securities)
802183 1 03
(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
(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)
______________________________
| |
|CUSIP No. 802183 1 03 |
|____________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| | Burlington Northern Inc. |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| | _ |
| | (a) |_| |
| | _ |
| | (b) |_| |
| | |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
| | |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | BK |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEM 2(e) or 2(f) |_| |
| | |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Delaware |
|____|____________________________________________________________________|
| 7 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 25,000,000 shares of common stock |
|____|____________________________________________________________________|
| 8 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 9 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) |
| | Approximately 16.5 percent of outstanding shares of |
| | common stock |
|____|____________________________________________________________________|
| 10 | TYPE OF REPORTING PERSON* |
| | CO |
|____|____________________________________________________________________|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
This Final Amendment 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 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 6. Interest in Securities of the Subject Company.
On February 17, 1995, the Bidder and the Company issued a joint press
release in which they announced that a total of 111,572,456.3870 Shares had
been validly tendered, and that the final proration factor is 56.465548971
percent. Fractional Shares at 0.469832350 or higher will be rounded to the
next full Share. The Bidder and the Company have accepted for purchase 63
million Shares pursuant to the Offer, with the Bidder purchasing 25 million
and the Company purchasing 38 million, respectively, of such Shares. The
information set forth in the joint press release, which is attached hereto as
Exhibit (a)(19), is incorporated herein by reference and the foregoing
description is qualified in its entirety by reference to such Exhibit.
Item 10. Additional Information.
The information set forth in the joint press release, which is attached
hereto as Exhibit (a)(19), is incorporated herein by reference.
Item 11. Material to be Filed as Exhibits.
(a)(19) Text of Joint Press Release dated February 17, 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 17, 1995
BURLINGTON NORTHERN INC.
By /s/ Edmund W. Burke
-----------------------------
Name: Edmund W. Burke
Title: Executive Vice President,
Law and Secretary
EXHIBIT INDEX
Exhibit Sequentially
Number Description Numbered Page
- ------- ----------- -------------
(a)(19) Text of Joint Press Release
dated February 17, 1995
Exhibit 99(a)(19)
Contacts: Richard A. Russack (BN) FOR IMMEDIATE RELEASE
(817) 333-6116
Catherine Westphal (Santa Fe)
(708) 995-6273
BURLINGTON NORTHERN, SANTA FE PACIFIC ANNOUNCE
FINAL PRORATION FACTOR FOR TENDER OFFER
----------------
111,572,456.3870 SHARES TENDERED
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FORT WORTH, Texas, and SCHAUMBURG, Ill., February 17, 1995 -- Burlington
Northern Inc. (BN) and Santa Fe Pacific Corporation (Santa Fe) announced today
that, based on the final count by the Depositary, First Chicago Trust Company
of New York, 111,572,456.3870 shares of Santa Fe common stock were validly
tendered pursuant to their previously announced joint tender offer. BN and
Santa Fe are purchasing a total of 63 million shares pursuant to the tender
offer. Therefore, the final proration factor is 56.465548971 percent.
Payment for shares accepted is expected to occur on or about February 21,
1995. Return of all other shares tendered and not accepted is expected to
occur within approximately five business days.
As previously announced, the joint tender offer was consummated in
connection with the proposed merger of BN and Santa Fe approved by BN and
Santa Fe shareholders on February 7, 1995. In the merger, each Santa Fe share
will be converted into a minimum of 0.40 shares of BN common stock.
Completion of the merger is subject to approval by the Interstate Commerce
Commission and other customary conditions.
Burlington Northern Inc. (NYSE:BNI) is the parent company of Burlington
Northern Railroad, operator of the longest rail system in North America based
on miles of road and second main track, with more than 24,000 miles reaching
across 25 states and two Canadian provinces.
Santa Fe Pacific Corporation (NYSE:SFX) is the parent company of The
Atchison, Topeka and Santa Fe Railway Company, which operates in 12 states and
offers service to Mexico. In addition, Santa Fe owns a 44-percent interest in
Santa Fe Pacific Pipeline Partners, L.P.
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