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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9/A
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4)
of the Securities Exchange Act of 1934
AMENDMENT NO. 6
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SANTA FE PACIFIC CORPORATION
(Name of Subject Company)
SANTA FE PACIFIC CORPORATION
(Name of Person(s) Filing Statement)
Common Stock, par value $1.00 per share
(Title of Class of Securities)
Common Stock - 802183 10 3
(CUSIP Number of Class of Securities)
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Jeffrey R. Moreland
Vice President - Law and General Counsel
Santa Fe Pacific Corporation
1700 East Golf Road
Schaumburg, Illinois 60173-5860
(708) 995-6000
(Name, address and telephone number of person authorized to receive
notices and communications on behalf of the person(s) filing statement)
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Copy to:
Scott J. Davis
Mayer, Brown & Platt
190 South LaSalle Street
Chicago,Illinois 60603-3441
(312) 782-0600
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Santa Fe Pacific Corporation (the "Company") hereby amends and
supplements its statement on Schedule 14D-9 (the "Original Schedule 14D-9")
filed with the Securities and Exchange Commission (the "Commission") on
November 22, 1994, as amended by amendments No. 1 through 5 thereto. Unless
otherwise indicated herein, each capitalized term used but not defined herein
shall have the meaning assigned to such term in the Original Schedule 14D-9.
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
(a) Nature of Solicitation or Recommendation. The Board of Directors of
Santa Fe Pacific Corporation (the "Company" or "Santa Fe") continues to
recommend that stockholders do not accept the Union Pacific Offer.
(b) Reasons for Position. On December 18, 1994, the Company and
Burlington Northern amended their merger agreement to provide for a change to
the exchange ratio in the merger and to provide for cash tender offers (the
"Santa Fe/Burlington Northern Offer") by the Company and Burlington Northern at
$20 per share to acquire up to a combined 63,000,000 shares of Common Stock, or
approximately 33 percent of the shares of Common Stock outstanding.
The Santa Fe/Burlington Northern Offer allows stockholders who wish to
do so to receive cash, at a premium over recent trading prices for the Common
Stock, without waiting for ICC approval of the Merger. At the same time, the
revised transaction structure allows the Company's stockholders to participate
in the ownership of the combined company.
The Company's Board of Directors believes that a Santa Fe/Burlington
Northern combination is an excellent strategic fit, presents substantial
long-term benefits and is likely to receive ICC approval. The Company's board of
directors has also concluded that the revised Santa Fe/Burlington Northern
Merger Agreement is superior to the Union Pacific Offer, especially on a
long-term basis.
The Company's Board of Directors has unanimously approved the revised
Santa Fe/Burlington Northern Merger Agreement and recommends that those
stockholders who wish to receive cash for a portion of their shares accept the
Santa Fe/Burlington Northern Offer.
ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY.
(a) On November 29, 1994, the Company announced that it would meet with
Union Pacific in an effort to clarify and improve Union Pacific's Offer.
Representatives of Union Pacific and its counsel, advisors and
consultants have been given access to various financial, legal and other
information relating to the Company. Certain representatives and advisors of
Union Pacific were also invited to the Company's offices where representatives
of the Company and representatives of Union Pacific exchanged certain additional
financial information. The Company and Union Pacific have engaged in discussions
regarding the possible terms of a merger agreement between the Company and Union
Pacific.
(b) On December 18, 1994, the Company and Burlington Northern amended
their merger agreement to provide for a change to the exchange ratio in the
Merger and cash tender offers for the Company's stock by the Company and
Burlington Northern, as set forth above.
The Santa Fe/Burlington Northern Offer formally commenced on December
23, 1994 and, unless extended, is scheduled to expire on January 30, 1995.
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Item 9. Material to be Filed as Exhibits.
EXHIBIT INDEX
Exhibit Sequential
No. Description Numbered
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Exhibit 1 - Pages 36 to 39 of the Company's
Joint Proxy Statement/Prospectus
dated October 12, 1994.*
Exhibit 2 - Form of Letter to Stockholders of
the Company, dated November 22,
1994.*
Exhibit 3 - Form of Press Release issued by
the Company on November 22, 1994.*
Exhibit 4 - Press Release issued by the
Company on November 29, 1994.**
Exhibit 5 - Form of Letter to shareholders of
the Company, dated December 1,
1994.**
Exhibit 6 - Press Release issued by the
Company on December 13, 1994.***
Exhibit 7 - Form of Letter to shareholders of
the Company, dated December 14,
1994.****
Exhibit 8 - Press Release issued by the
Company on December 14, 1994.****
Exhibit 9 - Press Release issued by the
Company on December 15, 1994.*****
Exhibit 10 - Press Release issued by the
Company on December 17, 1994.#
Exhibit 11 - Press Release issued by the
Company on December 18, 1994.#
* Previously filed with the Original
Schedule 14D-9
** Previously filed with Amendment No. 1.
*** Previously filed with Amendment No. 2.
**** Previously filed with Amendment No. 3.
***** Previously filed with Amendment No. 4.
# Previously filed with Amendment No. 5.
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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.
December 27, 1994 /s/ Jeffrey R. Moreland
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(Date) Jeffrey R. Moreland
Vice President - Law
and General Counsel
