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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)
(AMENDMENT NO. 2)
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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, INCLUDING ZIP CODE, AND TELEPHONE
NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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COPIES TO:
DAVID L. CAPLAN, ESQ.
DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
(212) 450-4000
DECEMBER 23, 1994
(DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS)
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This Amendment No. 2 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 by Amendment No. 1
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").
Capitalized terms not separately defined herein shall have the meanings
specified in the Statement.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
On January 14, 1995, the Bidder and the Company issued the joint press
release attached hereto as Exhibit (a)(9). The information set forth in the
press release is incorporated herein by reference.
ITEM 10. ADDITIONAL INFORMATION.
(e) On December 21, 1994, BN Railroad filed a petition to review the ICC's
December 20, 1994 decision, which denied the appeals of BN Railroad and others
from the Chairman's initial decision and approved the Union Pacific voting
trust subject to a modification of one of its terms, in the United States Court
of Appeals for the Third Circuit (Burlington Northern Railroad v. Interstate
Commerce Commission and United States, No. 94-3705). The same day BN Railroad
filed a petition with the ICC requesting a stay of the December 20, 1994
decision pending judicial review and a temporary cease and desist order to
prohibit implementation of the Union Pacific voting trust pending judicial
review. On January 6, 1995, the ICC issued a decision denying BN Railroad's
petition for a stay and request for a temporary cease and desist order pending
judicial review. On January 11, 1995, BN Railroad filed a petition with the
Third Circuit requesting a stay of the ICC's December 20, 1994 decision pending
judicial review. On January 13, 1995, the Third Circuit denied BN Railroad's
petition for a stay of the ICC's December 20, 1994 decision pending judicial
review. The Third Circuit also denied BN Railroad's petition under the All
Writs Act seeking an injunction against UPC and UP Acquisition forbidding them
from placing any shares of SFP Common Stock in the voting trust.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(9) Joint Press Release, dated January 14, 1995.
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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.
/s/ Edmund W. Burke
By _____________________________________
Name:Edmund W. Burke
Title: Executive Vice President, Law
and Secretary
Dated: January 17, 1995
2
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(a)(9) Joint Press Release, dated January 13, 1995.
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EXHIBIT 99(a)(9)
Contact: Richard Russack (BN) FOR IMMEDIATE RELEASE
(817) 333-6116
Catherine Westphal (Santa Fe)
(708) 995-6273
SEC DECLARES BN REGISTRATION STATEMENT EFFECTIVE;
NEW BN, SANTA FE SHAREHOLDER MEETING DATES SCHEDULED;
JOINT TENDER OFFER EXTENDED
FORT WORTH, Texas, and SCHAUMBURG, Ill., January 14, 1995 -- The
Securities and Exchange Commission Friday declared effective the Registration
Statement for Burlington Northern Inc. (BN) which contains the BN and Santa Fe
Pacific Corporation (Santa Fe) joint proxy materials relating to the proposed
merger of the two companies. The proxy materials are being mailed to
shareholders of both companies, and a supplement to the offer to purchase
relating to the previously announced BN and Santa Fe joint tender offer for
Santa Fe common stock is also being mailed to Santa Fe shareholders.
Additionally, BN and Santa Fe announced that their respective
shareholders meetings have been rescheduled to comply with legal requirements.
BN's shareholders meeting will be held on Tuesday, February 7, 1995, at 10:00
a.m. CST at 3017 Lou Menk Drive in Fort Worth. The Santa Fe shareholders
meeting will be held on Tuesday, February 7, 1995, at 3:00 p.m. CST at the
Arlington Park Hilton Conference Center, 3400 West Euclid Avenue, Arlington
Heights, Illinois. The two companies' shareholders meetings were previously
scheduled for January 27. The record date for the meetings remains December 27,
1994.
In connection with this postponement, the expiration date of the joint
tender offer has been extended. The tender offer, proration period and
withdrawal rights are now scheduled to expire at 12:00 midnight EST
Wednesday, February 8, 1995. As of January 12, 1995, approximately two million
shares of Santa Fe common stock have been tendered in response to the tender
offer.
In addition, BN announced that the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 applicable to BN's purchase
of Santa Fe common stock under the tender offer expired at midnight on January
11, 1995.
Burlington Northern Inc. (NYSE:BNI) is the parent company of Burlington
Northern Railroad, one of the world's leading providers of transportation and
logistics services, and operator of the longest rail system in North America,
with more than 23,000 miles of track 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.
