<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Santa Fe Pacific Corporation
-----------------------------------------
(Name of Issuer)
Common Stock
-----------------------------------------
(Title of Class of Securities)
802183103
-----------------------------------------
(CUSIP Number)
Robert M. Hart, Esq.
Senior Vice President and General Counsel
Alleghany Corporation
Park Avenue Plaza
New York, New York 10055
(212) 752-1356
----------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copies to:
Aileen C. Meehan, Esq.
Donovan Leisure Newton & Irvine
30 Rockefeller Plaza
New York, New York 10112
(212) 632-3338
September 12, 1994
----------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
<PAGE>
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject
of this Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this
statement [x].
<PAGE>
<PAGE>
CUSIP No. 802183103
---------
-----------------------------------------------------------------
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Alleghany Corporation
51-0283071
-----------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ]
(b) [ ]
-----------------------------------------------------------------
3. SEC Use Only
-----------------------------------------------------------------
4. Source of Funds (See Instructions)
WC, BK
-----------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) .
-------
-----------------------------------------------------------------
6. Citizenship or Place of Organization
Delaware
-----------------------------------------------------------------
Number of 7. Sole Voting Power
Shares 9,799,800
Beneficially ------------------------
Owned by 8. Shared Voting Power
Each Reporting 200,000
Person with ------------------------
9. Sole Dispositive Power
9,799,800
------------------------
10. Shared Dispositive Power
200,000
------------------------
-----------------------------------------------------------------
<PAGE>
11. Aggregate Amount Beneficially Owned by Each Reporting Person
9,999,800
-----------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) .
-------
-----------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
5.4%
-----------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
CO
-----------------------------------------------------------------
<PAGE>
<PAGE>
Item 1. Security and Issuer.
------ -------------------
This Statement on Schedule 13D (the "Schedule 13D")
relates to shares of the Common Stock, par value $1.00 per
share (the "Common Stock"), of Santa Fe Pacific Corporation,
a Delaware corporation ("Santa Fe Pacific"). The address of
Santa Fe Pacific's principal executive offices is 1700 East
Golf Road, Schaumburg, Illinois, 60173-5860.
Item 2. Identity and Background.
------ -----------------------
This Schedule 13D is filed by Alleghany
Corporation, a Delaware corporation ("Alleghany"). The
address of the principal office of Alleghany is Park Avenue
Plaza, New York, New York 10055. Alleghany is engaged,
through its subsidiaries Chicago Title and Trust Company
("CT&T"), Chicago Title Insurance Company ("Chicago Title"),
Security Union Title Insurance Company ("Security Union") and
Ticor Title Insurance Company ("Ticor Title") and their
subsidiaries (including Ticor Title Guarantee Company
("Ticor Title Guarantee"), a subsidiary of Ticor Title), in
the sale and underwriting of title insurance and in certain
other financial services businesses. Alleghany is also
engaged, through its subsidiary Underwriters Reinsurance
Company, in the property and casualty reinsurance business.
<PAGE>
In addition, Alleghany is engaged through its subsidiary
Sacramento Savings Bank in retail banking, and, through its
subsidiaries World Minerals Inc., Celite Corporation and
Harborlite Corporation and their subsidiaries, in the
industrial minerals business. Alleghany conducts a steel
fastener importing and distribution business through its
Heads and Threads division. In May 1994, Alleghany entered
into an agreement providing for the sale of Sacramento
Savings Bank to First Interstate Bank of California, which
sale is expected to close in the fourth quarter of 1994.
Attached as Appendix I hereto, which appendix is
specifically incorporated in this Item 2, is a list of the
executive officers and directors of Alleghany and the persons
who may be deemed to be controlling persons of Alleghany.
Appendix I also contains, with respect to each such person,
his or her residence or business address and his or her
present principal occupation or employment and the name,
principal business and address of any corporation or other
organization in which such employment is conducted. Each
such person is a citizen of the United States.
As more fully described in Appendix I, as of
September 14, 1994, F.M. Kirby, Chairman of the Board of
Alleghany, Allan P. Kirby, Jr., a director of Alleghany, and
their sisters Grace Kirby Culbertson and Ann Kirby Kirby were
<PAGE>
believed to own approximately 37 percent of the outstanding
common stock of Alleghany.
During the last five years, neither Alleghany nor,
to the best knowledge of Alleghany, any person listed in
Appendix I has (i) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), or
(ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities
laws or of a finding of any violation with respect to such
laws.
Item 3. Source and Amount of Funds or Other Consideration
------ -------------------------------------------------
Funds used in making purchases of the Common Stock
of Santa Fe Pacific were obtained from the working capital of
Alleghany and its subsidiaries Chicago Title, Ticor Title,
Ticor Title Guarantee and Security Union, and from borrowings
made by Alleghany under its Revolving Credit Loan Agreement
dated as of July 9, 1991, with Chemical Bank (the "Revolving
Credit Facility"), which Revolving Credit Facility is listed
as Exhibit 1 hereto. As of the close of business on
September 21, 1994, the amount borrowed under the Revolving
<PAGE>
Credit Facility to fund purchases of Common Stock of Santa Fe
Pacific is $138 million, which constituted all outstanding
indebtedness under the Revolving Credit Facility at that
date. Pursuant to the Revolving Credit Facility, Alleghany
may make borrowings of up to $200 million aggregate principal
amount at any one time outstanding. Borrowings under the
Revolving Credit Facility are unsecured.
Item 4. Purpose of the Transaction.
------ --------------------------
Alleghany's purchases of Common Stock reported
herein were made to acquire an equity interest in Santa Fe
Pacific as an investment. Alleghany's present intention is
to contribute a significant part of the shares of Common
Stock of Santa Fe Pacific reported herein as owned directly
by it to the investment assets of its Underwriters
Reinsurance group. Alleghany intends from time to time,
depending upon market conditions, the state of affairs of
Santa Fe Pacific and of the businesses in which it is engaged
and other factors, to acquire, directly or indirectly through
one or more of its insurance subsidiaries, additional shares
of the Common Stock of Santa Fe Pacific, subject to
applicable laws and to the availability of shares at prices
deemed favorable by Alleghany. Alleghany will continue to
consider its equity interest in Santa Fe Pacific and reserves
<PAGE>
the right to formulate such plans or proposals, and to take
such action, as may seem appropriate in the circumstances
existing at any future date.
Except as set forth above, Alleghany has no present
plans or intentions which would result in or relate to any of
the transactions described in subparagraphs (a) through (j)
of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
------ ------------------------------------
(a) As of the close of business on
September 21, 1994, Alleghany beneficially owned 9,999,800
shares of the Common Stock of Santa Fe Pacific, or
approximately 5.4% of the 186,523,992 outstanding shares of
Common Stock of Santa Fe Pacific, as reported in Santa Fe
Pacific's Quarterly Report on Form 10-Q for the six months
ended June 30, 1994 as being outstanding at June 30, 1994.
(b) Alleghany has the sole power to vote, or to
direct the vote of, and sole power to dispose of or direct
the disposition of, 9,799,800 shares of the Common Stock of
Santa Fe Pacific disclosed in Item 5(a) above.
Alleghany has shared voting and investment power
with respect to the following shares of the Common Stock of
Santa Fe Pacific owned by subsidiaries of Alleghany:
<PAGE>
Number of Shares of
Subsidiary and Common Stock of
Address of Principal Office Santa Fe Pacific
--------------------------- -------------------
Chicago Title Insurance Company 124,000
171 North Clark Street
Chicago, Illinois 60601
Ticor Title Insurance Company 46,000
1717 Walnut Grove Avenue
Rosemead, California 91770
Ticor Title Guarantee Company 9,000
1717 Walnut Grove Avenue
Rosemead, California 91770
Security Union Title Insurance
Company 21,000
1717 Walnut Grove Avenue
Rosemead, California 91770
Information concerning the principal business of each of
Chicago Title, Ticor Title, Ticor Title Guarantee and
Security Union is set forth in Item 2 above, and specifically
incorporated in this Item 5.
(c) Information with respect to transactions
effected in the Common Stock of Santa Fe Pacific during the
past sixty days is set forth in Appendix II hereto, which
appendix is specifically incorporated in this Item 5.
(d) No person other than Alleghany has the right to
receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, the shares of Common Stock
of Santa Fe Pacific disclosed in Item 5(a) above, except as
to those shares of the Common Stock of Santa Fe Pacific held
<PAGE>
by Chicago Title, Ticor Title, Ticor Title Guarantee and
Security Union as described in subparagraph (b) of this
Item 5.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or
------ ------------------------------------------
Relationships with Respect to Securities of the
-----------------------------------------------
Issuer.
------
There are no contracts, arrangements,
understandings or relationships (legal or otherwise) among
the persons referred to in Item 2 or between such persons and
any other person with respect to any of the securities of
Santa Fe Pacific, including, but not limited to, any relating
to the transfer or voting of any of such securities, finder's
fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or
the giving or withholding of proxies.
Item 7. Material to be filed as Exhibits.
------ --------------------------------
1. Revolving Credit Loan Agreement dated as of
July 9, 1991 between Alleghany and Chemical Bank, filed as
Exhibit 10.1 to Alleghany's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1991, is incorporated herein by
reference.
<PAGE>
<PAGE>
SIGNATURE
---------
After reasonable 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: September 22, 1994
ALLEGHANY CORPORATION
By:/s/ John J. Burns, Jr.
---------------------------
John J. Burns, Jr.
President and chief
executive officer
<PAGE>
<PAGE>
APPENDIX I
The directors and executive officers of Alleghany and
certain persons who may be deemed to be controlling persons
of Alleghany, together with the business or residence
address, present principal occupation or employment, and the
name and (if other than Alleghany or a subsidiary of
Alleghany) principal business of any corporation or other
organization in which such occupation or employment is
conducted, for each such person, appear below.
Principal Occupation
Name and Address or Employment
---------------- --------------------
F.M. Kirby (1) (2) Chairman of the Board and
17 De Hart Street Member of the Executive
Post Office Box 151 Committee, Alleghany
Morristown, New Jersey
07963-0151
John J. Burns, Jr. (1) President, chief executive
Alleghany Corporation officer, chief operating
Park Avenue Plaza officer and Member of the
New York, New York 10055 Executive Committee,
Alleghany
Dan R. Carmichael (1) President and Chief Executive
Anthem Casualty Insurance Officer and director,
Group, Inc. Anthem Casualty Insurance
120 Monument Circle Group, Inc. (insurance)
Indianapolis, Indiana 46204
John E. Conway Vice President, Secretary
Alleghany Corporation and Treasurer, Alleghany
Park Avenue Plaza
New York, New York 10055
Grace Kirby Culbertson (2) Housewife
Blue Mill Road
Morristown, New Jersey 07960
<PAGE>
David B. Cuming Senior Vice President and
Alleghany Corporation chief financial officer,
Park Avenue Plaza Alleghany
New York, New York 10055
Robert M. Hart Senior Vice President and
Alleghany Corporation General Counsel, Alleghany
Park Avenue Plaza
New York, New York 10055
Allan P. Kirby, Jr. (1) (2) President, Liberty Square,
14 East Main Street Inc. (investments);
P.O. Box 90 Chairman of the Executive
Mendham, New Jersey Committee, Alleghany
07945-0090
Ann Kirby Kirby (2) Housewife
c/o Carter, Ledyard & Milburn
2 Wall Street
New York, New York 10005
William K. Lavin (1) Vice Chairman and Chief
Woolworth Corporation Executive Officer,
233 Broadway Woolworth Corporation
New York, New York 10279 (retailing)
Peter R. Sismondo Vice President, Controller,
Alleghany Corporation and Assistant Secretary,
Park Avenue Plaza Alleghany
New York, New York 10055
Theodore E. Somerville Vice President, Alleghany
Alleghany Corporation
Park Avenue Plaza
New York, New York 10055
John E. Tobin (1) Retired (formerly partner,
100 Ackerman Avenue law firm of Dorsey &
Ho-Ho-Kus, New Jersey 07423 Whitney); Member of the
Executive Committee,
Alleghany
<PAGE>
Richard P. Toft Senior Vice President,
Chicago Title and Trust Alleghany; Chairman,
Company President, and Chief
171 North Clark Street Executive Officer, Chicago
Chicago, Illinois 60601 Title and Trust Company;
Chairman, Chicago Title
Insurance Company
James F. Will (1) President and Chief Executive
Armco Inc. Officer, Armco Inc. (steel
650 Washington Road manufacturing and metals
Pittsburgh, Pennsylvania 15228 processing)
Paul F. Woodberry (1) Financial Consultant,
World Minerals Inc. Alleghany
511 North H Street
Suite H
Lompoc, California 93436
S. Arnold Zimmerman (1) Retired (formerly Senior Vice
Featherbed Lane President, General Counsel
New Vernon, New Jersey 07976 and Secretary, Avon
Products, Inc.)
<PAGE>
<PAGE>
FOOTNOTES
---------
(1) Director of Alleghany.
(2) On September 14, 1994, Allan P. Kirby, Jr. held an
irrevocable power of attorney as to 73,946 shares of the
common stock of Alleghany ("Alleghany Common Stock")
owned by his children, and 305,655 shares of Alleghany
Common Stock were held by a trust of which Mr. Kirby is
co-trustee and beneficiary. Mr. Kirby disclaims
beneficial ownership of the shares of Alleghany Common
Stock held by his children. Mr. Kirby held 210,695
shares of Alleghany Common Stock directly and stock
options, granted pursuant to Alleghany's Directors'
Stock Option Plan, to purchase 6,566 shares of Alleghany
Common Stock.
On September 14, 1994, 110,344 shares of Alleghany
Common Stock were held by F.M. Kirby as sole trustee of
trusts for the benefit of his children; 407,302 shares
of Alleghany Common Stock were held by a trust of which
Mr. Kirby is co-trustee and primary beneficiary; and
189,540 shares of Alleghany Common Stock were held by
trusts for the benefit of his children and his
children's descendents as to which Mr. Kirby was granted
a proxy and, therefore, had shared voting power. Mr.
Kirby disclaims beneficial ownership of the shares of
Alleghany Common Stock held for the benefit of his
children and for the benefit of his children and his
children's descendants. Mr. Kirby held 163,860 shares
of Alleghany Common Stock directly.
On September 14, 1994, 39,474 shares of Alleghany Common
Stock were held by Grace Kirby Culbertson as co-trustee
of trusts for the benefit of her children, and 210,220
shares of Alleghany Common Stock were held by trusts for
the benefit of Mrs. Culbertson and her descendants, of
which Mrs. Culbertson is co-trustee. Mrs. Culbertson
held 130,920 shares of Alleghany Common Stock directly.
Ann Kirby Kirby has disclaimed being a controlling
person or member of a controlling group with respect to
Alleghany, and has declined to supply information with
respect to her ownership of Alleghany Common Stock.
However, Mrs. Kirby filed a statement on Schedule 13D
<PAGE>
dated April 5, 1982 with the Securities and Exchange
Commission reporting beneficial ownership, both direct
and indirect through various trusts, of 710,667 shares
of the common stock of Alleghany Corporation, a Maryland
corporation and the predecessor of Alleghany ("Old
Alleghany"). Upon the liquidation of Old Alleghany in
December 1986, stockholders received $43.05 in cash and
one share of Alleghany Common Stock for each share of
Old Alleghany common stock. The stock ownership
information provided herein as to Ann Kirby Kirby is
based solely on her statement on Schedule 13D, and may
have changed since the date thereof.
<PAGE>
<PAGE>
APPENDIX II
The following table sets forth the trade dates for each
purchase of shares of the Common Stock of Santa Fe Pacific by
Alleghany within the past sixty days, the number of such
shares purchased in each such transaction and the price per
share in each such transaction. Except as otherwise noted,
all of such shares were purchased in ordinary brokerage
transactions effected on the New York Stock Exchange.
Number of
Shares Price
Trade Date Purchased Per Share
---------- --------- --------------
7/25/94 100,700 20.0040
7/26/94 75,000 20.1250
7/26/94 79,000 20.0000
7/26/94 4,400 19.8750
7/27/94 34,900 20.0000
7/27/94 25,000 19.8750
7/28/94 190,500 20.6250
7/28/94 19,400 20.5000
7/29/94 20,100 20.7500
7/29/94 10,000 20.6250
8/1/94 25,000 20.6250
8/1/94 50,000 20.5000
8/2/94 25,000 20.5000
8/2/94 25,000 20.3750
8/2/94 27,500 20.2500
8/3/94 25,000 20.6250
8/3/94 32,300 20.5000
8/3/94 12,500 20.2500
8/4/94 20,000 20.6250
8/4/94 307,100 20.5000
8/4/94 87,100 20.3750
8/4/94 10,600 20.2500
8/5/94 20,000 20.2500
8/5/94 69,400 20.1250
8/5/94 25,000 20.0000
8/5/94 3,000 19.8750
8/8/94 12,000 19.8750
8/8/94 4,880 19.7460(1)
8/8/94 20,820 19.7460
8/9/94 66,800 19.8750(2)
8/10/94 50,000 20.0000
<PAGE>
8/10/94 20,000 19.8750(2)
8/11/94 22,500 20.0000
8/11/94 50,000 19.8750
8/12/94 22,500 19.8750(2)
8/12/94 22,500 19.8750(2)
8/12/94 155,000 19.8750
8/15/94 100,000 20.0000
8/15/94 47,100 19.8750
8/16/94 252,900 20.0000
8/16/94 50,200 19.8750
8/17/94 49,800 20.0000
8/17/94 100,000 19.8750
8/17/94 1,100 19.7500
8/18/94 98,900 19.8750
8/18/94 500 19.7500
8/19/94 70,000 19.8750
8/19/94 29,500 19.7500
8/22/94 75,000 19.6250
8/22/94 100,000 19.5000
8/22/94 225,000 19.2500
8/23/94 25,000 19.3750(3)
8/23/94 25,000 19.3750
8/23/94 49,000 19.2500
8/23/94 1,000 19.1250
8/24/94 100,000 19.5000
8/24/94 15,000 19.3750(2)
8/24/94 100,800 19.3750
8/25/94 65,800 19.7500
8/25/94 559,200 19.6250
8/25/94 785,700 19.5000
8/26/94 215,000 19.7500
8/26/94 91,200 19.6250
8/27/94 170,300 20.5000
8/27/94 250,000 20.2500
8/30/94 400,000 20.8750
8/31/94 25,000 21.0000
9/1/94 100,000 22.0000
9/1/94 48,900 21.6250
9/1/94 50,000 21.5000
9/1/94 9,000 21.8750
9/2/94 50,000 22.2500
9/2/94 71,500 22.1250
9/2/94 25,000 22.0000
9/2/94 25,000 21.8750
9/2/94 22,900 21.7500
9/6/94 55,000 22.1250
9/6/94 100,000 22.0000
9/7/94 150,000 22.5000
<PAGE>
9/7/94 30,000 22.3750
9/7/94 10,000 22.2500
9/7/94 10,000 22.1250
9/8/94 110,000 22.1250
9/8/94 80,000 22.0000
9/9/94 100,000 22.2290
9/12/94 53,000 22.5000
9/12/94 215,700 22.3750
9/12/94 7,000 22.2500(2)
9/12/94 627,300 22.2500
----------------
(1) Trade effected on the Philadelphia Stock Exchange.
(2) Trade effected on the Chicago Stock Exchange.
(3) Trade effected on the Cincinnati Stock Exchange.
<PAGE>
<PAGE>
INDEX TO EXHIBITS
Exhibit Number Description
-------------- -----------
1 Revolving Credit Loan Agreement dated
as of July 9, 1991 between Alleghany
and Chemical Bank, filed as Exhibit
10.1 to Alleghany's Quarterly Report
on Form 10-Q for the quarter ended
June 30, 1991, is incorporated herein
by reference.
