SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 5 to
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section
14(d)(1) of the Securities Exchange Act of 1934
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)
802183103
____________________________________________________
(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
This Amendment No. 5 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, Amendment No. 3 and
Amendment No. 4 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 1, 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.
Item 11. Material to be Filed as Exhibits.
--------------------------------
99 Text of Press Release dated February 1, 1995 (a)(15).
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 1, 1995
/s/ Edmund W. Burke
By_____________________
Name: Edmund W. Burke
Title: Executive Vice
President, Law
and Secretary
FOR IMMEDIATE RELEASE
MEDIA CONTACT:
Burlington Northern Inc. Santa Fe Pacific Corp.
Richard A. Russack Catherine Westphal
(817) 333-6116 (708) 995-6273
FT. WORTH, TEXAS AND SCHAUMBURG, ILLINOIS, FEBRUARY 1, 1995 -
Burlington Northern Inc. (BNI) and Santa Fe Pacific Corporation (SFP)
announced today that the financing condition to their joint tender offer
to purchase 63 million shares of SFP common stock has been satisfied. The
joint tender offer is part of their agreement to merge.
In the merger, holders of SFP common stock will receive 0.40 shares of
BNI common stock for each of their SFP shares. This exchange ratio could
increase under certain circumstances. SFP is permitted, subject to a
number of conditions, to repurchase up to 10,000,000 shares of SFP common
stock between the closing of the tender offer and the consummation of the
merger. No repurchases are required. The effect of any such repurchases
would be to increase the exchange ratio up to a maximum of 0.4347. If SFP
repurchases fewer than 10,000,000 shares, the exchange ratio would be
between 0.40 and 0.4347, depending on the number of shares repurchased and
the number of outstanding options exercised. Because it is possible that
SFP may make no repurchases, SFP shareholders should consider that the
exchange ratio could be 0.40 in deciding how to vote.
Subject to the limitation set forth in the merger agreement and SFP's
credit agreement, repurchases, including the amount and timing of any such
repurchases, will be in the sole discretion of SFP. Accordingly, although
SFP anticipates, as of this time, that at least $50 million for repurchases
would be available under the terms of the merger agreement and SFP's credit
agreement in 1995, there can be no assurance that SFP will make any
repurchases, whether or not they would be permitted under the terms of such
agreement. To have the $50 million available for repurchases, SFP would
have to comply with the capital expenditure and total debt provisions of
its merger agreement with BNI.
SFP hopes to make repurchases and believes that it is likely that it
will do so, but no decision to do so has been made at the present time. If
Santa Fe used $30 million (the amount SFP is permitted to use prior to
April 1, 1995 under its agreements without regard to performance
requirements or other limitations) to make repurchases, it would be able to
repurchase 1.7 million shares of its common stock, based on the closing
market price on January 31, 1995, and the exchange ratio (assuming no
exercise of options) would be 0.4055. If SFP used $50 million (the minimum
amount it anticipates will be available under its agreements in 1995), it
would be able to repurchase 2.8 million of its common stock, based on the
closing market price on January 31, 1995, and the exchange ratio (assuming
no exercise of options) would be 0.4092.
The Interstate Commerce Commission (ICC) recently requested comments
on a proposed 180-day schedule for the review of railroad mergers and
specifically asked for comments on whether the new schedule should apply to
the BNI-SFP merger. BNI and SFP have asked the ICC to apply the proposed
new schedule to their merger. The ICC has the matter under consideration,
and it has not yet rendered a decision. A shortening of the schedule for
regulatory approval of the merger would substantially reduce SFP's ability
to make repurchases because SFP would have more opportunities to exceed the
appropriate quarterly tests under its agreements (including the credit
agreement) over a longer period of time.
SFP and BNI have made a joint tender offer to purchase 63 million
shares of SFP common stock for $20.00 per share in cash. Because of
possible proration in the tender offer, shareholders who tender may not
receive cash for all their shares. The tender offer is scheduled to expire
at midnight, February 8, unless extended. The tender offer may be extended
by SFP and BNI by giving notice to the Depositary and making a public
announcement. The offer is conditioned upon, among other things, at least
63 million shares of SFP common stock being validly tendered and approval
of the merger agreement between SFP and BNI by both companies' shareholders
at special meetings scheduled to be held on Tuesday, February 7, 1995.
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