<PAGE>
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SCHEDULE 14A
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934
----------------
Filed by the Registrant [x]
Filed by a Party other than the Registrant [x]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[x] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
----------------
SANTA FE PACIFIC CORPORATION
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
SANTA FE PACIFIC CORPORATION
ROBERT D. KREBS
DENIS E. SPRINGER
CARL R. ICE
(NAME OF PERSON(S) FILING PROXY STATEMENT)
----------------
Payment of Filing Fee (Check the appropriate box):(/1/)
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[x] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies: Santa Fe
Pacific Corporation common stock, par value $1.00 per share.
2) Aggregate number of securities to which transaction applies: 186,523,992
shares of Santa Fe Pacific Corporation common stock.
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: $52 3/8(/2/)
4) Proposed maximum aggregate value of transaction: $2,637,682,402(/2/)
(/1/) The filing fee previously was paid with the initial filing of the
preliminary proxy materials on August 8, 1994.
(/2/) For purposes of calculating the filing fee only. Upon consummation of the
Merger, each outstanding share of Santa Fe Pacific Corporation common
stock, par value $1.00 per share, will be converted into the right to
receive 0.27 shares of Burlington Northern Inc. common stock, no par
value. The proposed maximum aggregate value of the transaction described
in the preliminary proxy materials is equal to one-fiftieth of one
percent of $2,637,682,402 (calculated based on the number of shares of
Santa Fe Pacific Corporation common stock outstanding as of June 30,
1994, the average of the high and low reported prices of Burlington
Northern Inc. common stock on August 5, 1994 and the exchange ration of
0.27).
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid: ..........
2) Form, Schedule or Registration
Statement No.: ...................
3) Filing Party: ....................
3) Date Filed: ......................
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<PAGE>
Santa Fe Pacific Corporation
Financial Presentation
October 19, 1994
<PAGE>
Santa Fe Pacific Corporation
Financial Highlights
. SFP Gold Shares Distributed to Shareholders
. Net Income From Continuing Operations Increased
to $50.5 Million
. Railway Revenues Increased 16%
. Railway Operating Income Increased 137% to
$117.8 Million vs. Flood Affected 1993 Quarter
. Interest Expense Decreased 13%
<PAGE>
Santa Fe Pacific Corporation
Summary Income Statement
Third Quarter
($ Millions Except EPS)
<TABLE>
<CAPTION>
Reported Adjusted*
----------------- --------
<S> <C> <C> <C>
1994 1993 1993
---- ---- ----
Revenues $680.2 $585.8 $585.8
------- ------- -------
Operating Income 117.8 49.6 49.6
Equity in Earnings of Pipeline 9.3 (3.5) 8.7
Interest Expense 29.6 34.1 34.1
Other Income (Expense) - Net (10.0) 18.8 (2.9)
------- ------- -------
Pre-Tax Income From Continuing Operations 87.5 30.8 21.3
Income Taxes 37.0 41.1 9.3
------- ------- -------
Income (Loss) from Continuing Operations 50.5 (10.3) 12.0
======= ======= =======
Net Income (Loss) Per Share
Continuing Operations $ 0.27 $ (0.05) $ 0.07
</TABLE>
*1993 Adjusted Excludes Favorable Outcome of Arbitration and Litigation
Settlements, Pipelines Special Charges and Retroactive Impact of the Increase
in the Federal Tax Rate to 35%
<PAGE>
Santa Fe Pacific Corporation
Summary Cash Flow Statement
Third Quarter
($ Millions)
<TABLE>
<CAPTION>
1994 1993
------ ------
<S> <C> <C>
Cash Provided from Operations $ 118.7 $ 97.2
Capital Expenditures* (127.4) (113.0)
Debt Incurred (Repaid)-Net (23.1) (60.8)
Other Activities 33.3 27.8
------- -------
Net Cash Flow from Continuing Operations $ 1.5 $ (48.8)
======= =======
</TABLE>
*Excludes Expenditures for Financed Locomotives of $47 Million in 1994
<PAGE>
Santa Fe Pacific Corporation
Outstanding Debt
($ Millions)
<TABLE>
<CAPTION>
9/30/94 9/30/93
------- -------
<S> <C> <C>
SFP Senior Notes $ 200 $ 200
SFP 1986 Term Loan 36 109
SFP Bank Debt 32 -
SFP 1990 Term Loan - 105
Pipeline Exchangeable Debentures 219 219
ATSF Equipment Debt 477 480
ATSF Mortgage Bonds 96 96
Other 22 22
------ ------
Total $1,082 $1,231
====== ======
</TABLE>
<PAGE>
Santa Fe Pacific Corporation
Selected Financial Statistics*
Third Quarter
($ Millions)
<TABLE>
<CAPTION>
1994 1993
---- ----
<S> <C> <C>
Total Debt $1,082 $1,231
Stockholders' Equity 1,208 1,195
Total Debt/Capital 47% 51%
Return on Equity 14.7% 10.3%
Pre-Tax Interest Coverage 4.0x 1.6x
</TABLE>
* From Continuing Operations Excluding Special Items
<PAGE>
Santa Fe Railway
<PAGE>
Santa Fe Railway
Freight Revenues
Third Quarter 1994
($ Millions)
[GRAPH APPEARS HERE]
Freight Revenues $668
Percent Change +16%
<PAGE>
SANTA FE RAILWAY
INTERMODAL
Third Quarter 1994
($ Millions)
[GRAPH]
------------------------
Freight Revenues $308
Percent Change +33%
------------------------
<PAGE>
Santa Fe Railway
Carload Commodities
Third Quarter 1994
($ Millions)
[GRAPH APPEARS HERE]
Freight Revenues $156
Percent Change +7%
<PAGE>
Santa Fe Railway
Bulk Products
Third Quarter 1994
($ Millions)
[GRAPH APPEARS HERE]
Freight Revenues $155
Percent Change -2%
<PAGE>
Santa Fe Railway
Automotive
Third Quarter 1994
($ Millions)
[GRAPH APPEARS HERE]
Freight Revenues $49
Percent Change +27%
<PAGE>
Santa Fe Railway
Operating Expenses
Third Quarter 1994
($ Millions)
[GRAPH APPEARS HERE]
Operating Expenses $562
Percent Change +5%
*Includes Drayage, Ramping and Deramping, Locomotive Maintenance, Equipment
and Other Contract Services
<PAGE>
Santa Fe Railway
Fuel Expense
($ Millions)
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
1st Quarter 1st Quarter 2nd Quarter 2nd Quarter 3rd Quarter 3rd Quarter 4th Quarter
1993 1994 1993 1994 1993 1994 1993
----------- ----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Average Price
Per Gallon $0.69 $0.63 $0.68 $0.62 $0.65 $0.63 $0.73
Gallons Used
(Millions) 85 94 88 98 83 99 92
Gross Ton Miles
Per Gallon 547 546 560 566 569 555 581
</TABLE>
<PAGE>
Santa Fe Railway
Operating Income
($ Million)
[GRAPH APPEARS HERE]
*Excludes Special Charge
<PAGE>
SANTA FE RAILWAY
OPERATING RATIO
(% Ratio)
[GRAPH APPEARS HERE]
*Excludes Special Charge
<PAGE>
SANTA FE RAILWAY
EMPLOYMENT
(At End of Period)*
[GRAPH APPEARS HERE]
*Mid-Month Count
<PAGE>
SANTA FE RAILWAY
REVENUE TON MILES PER EMPLOYEE*
(Thousand RTMs)
[GRAPH APPEARS HERE]
* Based on Average Employment for the Period
<PAGE>
PROPOSED RAILWAY MERGER
<PAGE>
Santa Fe Pacific Corporation
Overview
1988 . Recapitalized and Paid Special Dividend
1988 . Sold Non-Core Businesses
1990 . Repaid/Refinanced Recapitalization Debt
1990 . Distributed Real Estate and Energy Company Shares
1991 . Restructured Core Transportation Business
1994 . Distributed Gold Company Shares
1994 . Agreed to Merge with Burlington Northern
<PAGE>
SANTA FE PACIFIC CORPORATION
TOTAL DEBT TO CAPITAL*
(% Ratio)
[GRAPH APPEARS HERE]
* Continuing Operations
<PAGE>
SANTA FE PACIFIC CORPORATION
EARNINGS PER SHARE*
[GRAPH APPEARS HERE]
* Continuing Operations Excluding Special Items
<PAGE>
SANTA FE PACIFIC
VALUE OF $1,000 INVESTMENT
Comparison to Market Indicators
December 4, 1990 to September 30, 1994
[GRAPH APPEARS HERE]
Compound Compound
Annual Return Annual Return
------------- -------------
Santa Fe Pacific 41.40% Conrail 29.80%
Dow Jones Transporation Avg. 16.79% CSX 27.28%
Dow Jones Industrial Avg. 14.55% Burlington Northern 20.32%
Standard & Poors 500 13.04% Union Pacific 15.56%
Norfolk Southern 15.34%
<PAGE>
Santa Fe Railway
Current Route Structure
[MAP APPEARS HERE]
<PAGE>
Santa Fe Railway
Current Characteristics
. Seventh Largest Class I Railroad with 8,500 Route Miles
. Connects Chicago, California and Gulf
. High-Speed Efficient Line from Chicago to L.A.
. Leader in Intermodal
. Service Leader - Truck Competitive
. Opportunity for Sustainable Traffic Growth
. Best Safety Record in the West
. Investment in Facilities and Equipment to Sustain
Growth and Service Improvements
<PAGE>
Santa Fe Railway
Freight Revenue By Business Group
1993
($ Millions)
[GRAPH APPEARS HERE]
Freight Revenues $2,369
Percent Change From 1992 +7%
<PAGE>
Santa Fe Railway
Outlook
. Continued Revenue Growth
. Further Operating Ratio Improvement
. Increased Earnings Driven Primarily by Volume Growth
. Additional Strategic Capital Investments
<PAGE>
Santa Fe Railway
Reasons for Merger
. Improve Service to Customers
. Attract More Business
. Increase Earnings
. Provide Greater Value to Shareholders
<PAGE>
Santa Fe Pacific Corporation
Burlington Northern/Santa Fe Merger
Benefits
. Broad Geographic Coverage
. Extensive Single Line Service
. Diversified Traffic Base
. Revenue Growth
. Operating Synergies
. Overhead Reduction
. Financial Strength
<PAGE>
Santa Fe Pacific Corporation
Burlington Northern/Santa Fe Merger
[MAP APPEARS HERE]
<PAGE>
Santa Fe Pacific Corporation
Burlington Northern/Santa Fe Merger
Benefits
. Broad Geographic Coverage
. All Major Western Ports
. Mexican and Canadian Gateways
. Gulf Ports
. Major Midwestern and Southwestern Gateways
. Extensive Single Line Service
. Eliminates Costs and Delays of Interchanges
. Improves Productivity
. Enhances Responsiveness to Customer Needs
<PAGE>
Santa Fe Pacific Corporation
Burlington Northern/Santa Fe Merger
Benefits
Diversified Traffic Base
------------------------
($ Millions)
[GRAPH APPEARS HERE]
Combined Freight Revenues - 1993 $7,108
<PAGE>
Santa Fe Pacific Corporation
Burlington Northern/Santa Fe Merger
Benefits
Revenue Growth
--------------
($ Millions)
<TABLE>
<CAPTION>
<S> <C>
Truck Diversions $132.1
New Rail Business 115.2
Extended Hauls 59.2
------
Total $306.5
======
</TABLE>
<PAGE>
Santa Fe Pacific Corporation
Burlington Northern/Santa Fe Merger
Benefits
Operating Synergies
-------------------
($ Millions)
<TABLE>
<CAPTION>
<S> <C>
Reroute Savings $ 14.7
. 37 Million Car Miles
. 2.7 Billion Gross Ton Miles
. 1.8 Million Locomotive Miles
. 525,000 Train Miles
. 4 Million Gallons of Diesel Fuel
Common Point Consolidations 11.9
Mechanical 45.7
Engineering/Maintenance of Way 12.7
Purchasing and Materials 13.3
Intermodal Operations 8.7
------
Total $107.0
======
</TABLE>
<PAGE>
Santa Fe Pacific Corporation
Burlington Northern/Santa Fe Merger
Benefits
Overhead Reduction
------------------
($ Millions)
<TABLE>
<CAPTION>
<S> <C>
Executive Office $ 9.4
Transportation/Maintenance Support 37.3
Purchasing Support 32.4
Operating Support 24.2
Management Information Systems 45.1
Business Unit Overheads 86.8
Other General and Administrative 110.8
------
Total $346.0
======
</TABLE>
<PAGE>
Santa Fe Pacific Corporation
Burlington Northern/Santa Fe Merger
Benefits
Financial Strength
------------------
. Two Well-Capitalized Companies
. Positive Adjustment in Rating Outlook
from Major Rating Agency
. Combined System Pro Formas
<PAGE>
Santa Fe Pacific Corporation
Unaudited Pro Forma Combined Income Statement
Year Ended December 31, 1993
($ Millions, Except Per Share Data)
<TABLE>
<CAPTION>
Historical Amounts
--------------------------- Burlington Northern
Santa Fe Santa Fe
Burlington Pacific Corporation
Northern Inc. Corporation Pro Forma
------------- ----------- -------------------
<S> <C> <C> <C>
Revenues $4,699 $2,409 $7,108
Total Operating Expenses 4,038 2,091 6,129
Operating Income 661 318 979
Interest Expense 145 133 278
Gain on Sale of California Lines - 145 145
Other Income, Net 5 24 29
------ ------ ------
Income Before Income Taxes 521 354 875
Income Tax Expense 225 177 402
------ ------ ------
Income From Continuing Operations $ 296 $ 177 $ 473
====== ====== ======
Earnings Per Common Share $ 3.06 $ 0.95 $ 3.22
====== ====== ======
Number of Shares Used in Computation of Earnings Per Common Share
(In Thousands) 89,672 187,200 140,216
</TABLE>
Source: Proxy Statement
<PAGE>
Santa Fe Pacific Corporation
Unaudited Comparative Per Share Data(a)
Year Ended December 31, 1993
. Adjusted Historical Basis for SFP $0.64
. Adjusted Combined Pro Forma Basis $3.02
. Adjusted Pro Forma Equivalent Basis(b) $0.82
(a) Adjusted to exclude gain on sale of California lines and a $28 million
increase in income tax expense related to the retroactive impact of the
1% increase in the federal income tax rate.
(b) Calculated by multiplying combined pro forma amount by exchange ratio
of 0.27.
Source: Proxy Statement
<PAGE>
Santa Fe Pacific Corporation
Unaudited Pro Forma Combined Balance Sheet
As of June 30, 1994
($ Millions)
<TABLE>
<CAPTION>
Historical Amounts
------------------ Burlington Northern
Santa Fe Santa Fe
Burlington Pacific Pro-Forma Corporation
Northern Inc. Corporation Adjustments Pro-Forma
------------- ----------- ----------- -------------------
<S> <C> <C> <C> <C>
Assets
- ------
Total Current Assets 1,036 905 (504) 1,437
Property and Equipment, Net 6,074 4,542 -- 10,616
Other Assets 284 270 -- 554
------ ------ ------ -------
Total Assets $7,394 $5,717 $ (504) $12,607
====== ====== ====== =======
Liabilities and Stockholders' Equity
- ------------------------------------
Total Current Liabilities 1,540 1,374 (479) 2,435
Long-Term Debt 1,694 932 -- 2,626
Deferred Income Tax 1,388 1,148 5 2,541
Other Liabilities 742 1,107 -- 1,849
------ ------ ------ -------
Total Liabilities 5,364 4,561 (474) 9,451
------ ------ ------ -------
Total Stockholders' Equity 2,030 1,156 (30) 3,156
------ ------ ------ -------
Total Liabilities and Stockholders' Equity $7,394 $5,717 $ (504) $12,607
====== ====== ====== =======
</TABLE>
Source: Proxy Statement
<PAGE>
Santa Fe Pacific Corporation
Burlington Northern/Santa Fe Merger
ICC Pro Forma Assumptions
. Base Year of 1993
. Revenue Growth From General Business Conditions
Not Included
. Future Revenue Growth of an Independent BN or SFP
Not Included
. Independent Cost Initiatives Anticipated by BN or SFP
Not Included
. Merger-Related Revenue Growth and Merger-Related
Cost Reductions Included
<PAGE>
Santa Fe Pacific Corporation
Burlington Northern/Santa Fe Merger
Summary of Benefits
($ Millions)
<TABLE>
<CAPTION>
Benefits Year One Year Two Year Three Normal Year
-------- -------- -------- ---------- -----------
<S> <C> <C> <C> <C>
Increased Revenues $ 183.9 $260.5 $291.2 $306.5
Less Costs 119.6 169.5 189.4 199.4
------- ------ ------ ------
Net Revenue $ 64.3 $ 91.0 $101.8 $107.1
Operating Benefits $ 271.8 $385.1 $430.3 $453.0
------- ------ ------ ------
Total Annual Benefits $ 336.1 $476.1 $532.1 $560.1
======= ====== ====== ======
One-Time Costs
--------------
Separation/Relocation/Training $(211.6) $(42.3) $(28.2) --
Net Capital Expenditures $ (63.4) -- -- --
</TABLE>
[FN]
Source: ICC Merger Case
<PAGE>
Santa Fe Pacific Corporation
Burlington Northern/Santa Fe Merger
ICC Pro Formas
($ Millions)
<TABLE>
<CAPTION>
Base Year Pro Forma Pro Forma Pro Forma Pro Forma
(1993) Year One Year Two Year Three Normal Year
--------- --------- --------- ---------- -----------
<S> <C> <C> <C> <C> <C>
Operating Income $979 $1,102 $1,411 $1,481 $1,538
Net Income $438* $ 513 $ 707 $ 763 $ 814
* Excludes gain from California line sales and retroactive impact of 1% increase in Federal Income tax rate.
Source: ICC Merger Case
</TABLE>
<PAGE>
SANTA FE PACIFIC CORPORATION
BURLINGTON NORTHERN/SANTA FE MERGER
Comparative Operating Statistics
($ Millions)
<TABLE>
<CAPTION>
BNSF Norfolk UP
Pro Forma Southern Rail
Normal Year* 1993 1993
------------ --------- ------
<S> <C> <C> <C>
Freight Revenue $7,415 $3,746 $4,987
Operating Income $1,538 $ 915 $1,042
Operating Ratio 79.3% 75.6% 79.1%
</TABLE>
*Source: ICC Merger Case
<PAGE>
Santa Fe Pacific Corporation
Burlington Northern/Santa Fe Merger
Comparative Financial Statistics
($ Millions)
<TABLE>
<CAPTION>
BNSF Norfolk Union
Pro Forma Southern Pacific
Normal Year* 1993 1993
------------ -------- ---------
<S> <C> <C> <C>
Debt to Capitalization 35.1% 25.7% 46.1%
Pre-Tax Interest Coverage 7.1x 10.1x 4.6x
Stockholders' Equity (Millions) $3,816 $4,621 $4,885
</TABLE>
*Source: ICC Merger Case
<PAGE>
Santa Fe Pacific Corporation
Burlington Northern/Santa Fe Merger
Timing
. Expedited 535-Day Schedule issued by ICC October 5
. Joint Proxy Available October 14
. Formal Application Filed with ICC October 13
. Record Date Reset for October 19
. Special Meeting of Shareholders Scheduled November 18
. ICC Decision Expected March 1996
<PAGE>
SANTA FE PACIFIC CORPORATION
BURLINGTON NORTHERN/SANTA FE MERGER
Summary of Benefits to Shareholders
. Likely ICC Approval
. Pro-Competitive
. Shipper Support
. Labor Impact
. Synergies of $560 Million
. Significant Growth Prospects
. Strong Financial Performance
. Enhanced Shareholder Value
<PAGE>
Description of Graphic Materials
--------------------------------
On page 8 there appears a pie chart under the heading "Santa Fe Railway
Freight Revenues Third Quarter 1994 ($ Millions)". The chart shows four
proportionate sections as follows: "Carload Commodities, +7%, $156";
"Automotive, +27%, $49"; "Bulk Products, -2%, $155"; and "Intermodal, +33%,
$308."
On page 9 there appears a pie chart under the heading "Santa Fe Railway
Intermodal Third Quarter 1994 ($ Millions)". The chart shows three proportionate
sections as follows: "Intermodal Marketing Companies, +31%, $114";
"International, +18%, $58"; and "Direct Marketing, +41%, $136."
On page 10 there appears a pie chart under the heading "Santa Fe Railway
Carload Commodities Third Quarter 1994 ($ Millions)". The chart shows five
proportionate sections as follows: "Metals, +1%, $20"; "Building Materials and
Paper Products, +14%, $31"; "Petroleum Products, +13%, $37"; "Consumer/Food
Products, +6%, $32"; and "Chemicals and Plastics, +1%, $36."
On page 11 there appears a pie chart under the heading "Santa Fe Railway
Bulk Products Third Quarter 1994 ($ Millions)". The chart shows four
proportionate sections as follows: "Coal, +6%, $60"; "Minerals, Ores and Other,
0%, $37"; "Grain Products, +14%, $22"; and "Grain, -20%, $36."
On page 12 there appears a pie chart under the heading "Santa Fe Railway
Automotive Third Quarter 1994 ($ Millions)". The chart shows two proportionate
sections as follows: "Motor Vehicles, +30%, $43"; and "Vehicle Parts, +9%, $6."
On page 13 there appears a pie chart under the heading "Santa Fe Railway
Operating Expenses Third Quarter 1994 ($ Millions)." The chart shows seven
proportionate sections as follows: "Depreciation and Amortization, +6%, $50";
"Fuel, +18%, $63"; "Other, -15%, $47"; "Compensation and Benefits, +7%, $208";
"Contract Services (Includes Drayage, Ramping and Deramping, Locomotive
Maintenance, Equipment and Other Contract Services), +22%, $104"; "Materials
and Supplies, -21%, $27"; and "Equipment Rents, -4%, $63."
On page 14 there appears a bar graph under the heading "Santa Fe Railway Fuel
Expense ($ Millions)." The graph shows fuel expense (in millions) for the first,
second, third and fourth quarters of 1993 of $59, $60, $53, and $67,
respectively and for the first, second and third quarters of 1994 of $59, $61,
and $63, respectively.
On page 15 there appears a bar graph under the heading "Santa Fe Railway
Operating Income ($ Million)." The graph shows operating income (in millions)
for the first, second, third and fourth quarters of (i) 1991 of $45, $64, $80
and $66, respectively, (ii) 1992 of $58, $66, $82 (Excludes Special Charge) and
$92, respectively, (iii) 1993 of $71, $82, $50 and $115, respectively, and for
the first, second and third quarters of 1994 of $91, $97, and $118,
respectively.
On page 16 there appears a bar graph under the heading "Santa Fe Railway
Operating Ratio (% Ratio)." The graph shows operating ratios for the
first, second, third and fourth quarters of (i) 1991 of 91.1%, 87.7%, 85.7%, and
88.3%, respectively, (ii) 1992 of 89.4%, 88.1%, 85.7% (Excludes Special
Charge), and 84.1%, respectively, (iii) 1993 of 87.8%, 86.5% , 91.5%, and
81.8%, respectively and for the first, second and third quarters of 1994 of
85.6%, 85.2%, and 82.7%, respectively.
On page 17 there appears a bar graph under the heading "Santa Fe Railway
Employment (At End of Period)--Mid-Month Count." The graph shows 18,225 at
1989, 14,944 at 1990, 14,354 at 1991, 13,991 at 1992, 14,794 at 1993, 14,681 at
3rd Quarter 1993 and 15,303 at 3rd Quarter 1994
On page 18 there appears a bar graph under the heading "Santa Fe Railway
Revenue Ton Miles Per Employee--Based on Average Employment for the Period
(Thousand RTMs)." The qraph shows 4,201 at 1989, 4,548 at 1990, 5,278 at 1991,
5,722 at 1992, 6,294 at 1993, 4,684 at Nine Months 1993 and 4,981 at Nine Months
1994.
On page 21 there appears a bar graph under the heading "Santa Fe Pacific
Corporation Total Debt to Capital--Continuing Operations (% Ratio)." The graph
shows 87% at 12/31/88, 71% at 12/31/89, 66% at 12/31/90, 62% at 12/31/91, 58% at
12/31/92, 48% at 12/31/93 and 47% at 9/30/94.
On page 22 there appears a bar graph under the heading "Santa Fe Pacific
Corporation Earnings Per Share--Continuing Operations Excluding Special Items."
The graph shows earnings per share for the first, second, third and fourth
Quarters of (i) 1991 of 0.02, 0.07, 0.15 and 0.11, respectively, (ii) 1992 of
0.05, 0.10, 0.16 and 0.21, respectively, (iii) 1993 of 0.11, 0.15, 0.07 and
0.28, respectively and for the first, second and third Quarters of 1994 of 0.18,
0.20 and 0.27, respectively.
On page 23 there appears a performance graph which is being filed in the
manner set forth in Rule 304(d)(1) of Regulation S-T.
On page 24 there appears a map of the 48 contiguous United States overlaid
with the Santa Fe Railway Current Route Structure. Santa Fe track is shown as a
solid line and trackage rights appear as a broken line. The map identifies the
following cities served: Chicago, Kansas City, Oklahoma City, Dallas/Ft. Worth,
Houston, Galveston, Denver, El Paso, Phoenix, San Diego, Los Angeles and San
Francisco.
On page 26 there appears a pie chart under the heading "Santa Fe Railway
Freight Revenue By Business Group 1993 ($ Millions)." The chart shows seven
proportionate sections as follows: "Automotive, 8%, $192"; "Forest Products, 5%,
$108"; "Other, 15%, $355"; "Intermodal, 41%, $977"; "Chemicals and Petroleum,
12%, $272"; Grain and Grain Products, 10%, $245"; and "Coal, 9%, $220."
On page 30 there appears a map of the 48 contiguous United States overlaid
with the routes of the Burlington Northern Railroad and the Santa Fe Railroad.
Burlington Northern track and Santa Fe track are depicted in contrasting colors
and trackage rights are represented by a broken line. The map identifies the
following cities on the routes: Birmingham, Pensacola, Chicago, Memphis, St.
Louis, Duluth/Superior, St. Paul, Galveston, Houston, Kansas City, Omaha,
Winnipeg, Dallas/Ft. Worth, Oklahoma City, Bismarck, Denver, El Paso, Great
Falls, Phoenix, San Diego, Vancouver, Seattle, Los Angeles, Portland, and San
Francisco.
On page 33 there appears a pie chart under the heading "Santa Fe Pacific
Corporation Burlington Northern/Santa Fe Merger Benefits -- Diversified Traffic
Base ($ Millions)." The chart shows seven proportionate sections as follows:
"Forest Products, 8%, $591"; "Automotive, 5%, $379"; "Other, 14%, $973"; "Coal,
25%, $1,752"; "Intermodal, 24%, $1,707"; "Agricultural Commodities, 14%,
$1,029"; and "Chemicals, 10%, $677."
