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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. 4)
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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. 4 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
Amendment No. 1, Amendment No. 2 and Amendment No. 3 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, together with the Original Offer to Purchase, the
"Offer to Purchase"), 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.
Item 10(f) of the Statement is hereby amended and supplemented by the
following:
On January 26, 1995, the Bidder issued the press release attached hereto as
Exhibit (a)(13). The information set forth in the press release is
incorporated herein by reference.
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ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
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(a)(13) Press Release dated January 26, 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 26, 1995
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[BURLINGTON NORTHERN INC. LOGO NEWS]
Contact: Richard Russack FOR IMMEDIATE RELEASE
(817) 333-6116
BURLINGTON NORTHERN COMPLETES SYNDICATION OF FINANCING COMMITMENT
FOR JOINT TENDER OFFER WITH SANTA FE PACIFIC
FORT WORTH, Texas, January 26, 1995 -- Burlington Northern Inc. (BN)
today announced that Chemical Bank and its affiliate Texas Commerce Bank
National Association have completed the syndication of commitments for a $500
million, senior unsecured credit facility to finance BN's purchase of 25 million
shares of common stock of Santa Fe Pacific Corporation (Santa Fe) and
anticipates completion of formal documentation, shortly. Chemical Securities
Inc. is serving as advisor, arranger and syndication agent to BN, and Texas
Commerce Bank National Association is serving as administrative agent for the
credit facility.
As part of their agreement to merge, BN and Santa Fe have made a joint
tender offer to purchase 63 million shares of Santa Fe common stock for $20.00
per share in cash. The tender offer was announced on December 18, 1994, and is
scheduled to expire at midnight, February 8, unless extended. The offer is
conditioned on, among other things, approval of the merger agreement by both
companies' shareholders at special meetings scheduled for February 7. The tender
offer is being made only by an offer to purchase and other offering documents,
copies of which have been filed with the Securities and Exchange Commission.
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.
