<PAGE>
RULE NO. 424(b)(3)
REGISTRATION NO. 33-51435
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED IN THIS PRELIMINARY PROSPECTUS SUPPLEMENT IS SUBJECT TO +
+COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE +
+SECURITIES HAS BEEN DECLARED EFFECTIVE BY THE SECURITIES AND EXCHANGE +
+COMMISSION PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF 1933. A FINAL +
+PROSPECTUS SUPPLEMENT AND ACCOMPANYING PROSPECTUS WILL BE DELIVERED TO +
+PURCHASERS OF THESE SECURITIES. THIS PRELIMINARY PROSPECTUS SUPPLEMENT AND +
+THE ACCOMPANYING PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE +
+SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED OCTOBER 27, 1994
PROSPECTUS SUPPLEMENT
(To Prospectus dated January 13, 1994)
LOGO
SANTA FE PACIFIC CORPORATION
$100,000,000
% Notes due November , 2001
Interest payable May and November
ISSUE PRICE: %
$100,000,000
% Notes due November , 2004
Interest payable May and November
ISSUE PRICE: %
Interest on the % Notes due November , 2001 and the % Notes due
November , 2004 (collectively referred to herein as the "Notes") is payable
semiannually on May and November of each year, beginning May , 1995.
The Notes will not be redeemable prior to maturity and will not be subject to
any sinking fund. The Notes will be represented by one or more Global
Securities registered in the name of The Depository Trust Company (the
"Depositary") or its nominee. Interests in the Global Securities will be shown
on, and transfer thereof will be effected only through, records maintained by
the Depositary and its participants. Except as described herein, Notes in
definitive form will not be issued. See "Description of Notes."
Settlement for the Notes will be made in immediately available funds. So long
as the Notes are represented by Global Securities registered in the name of the
Depositary or its nominee, the Notes will trade in the Depositary's Same-Day
Funds Settlement System, and secondary market trading activity in the Notes
will therefore settle in immediately available funds. So long as the Notes are
represented by Global Securities, all payments of principal and interest will
be made by the Company in immediately available funds. See "Description of
Notes--Same-Day Settlement and Payment" in this Prospectus Supplement.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS TO WHICH
IT RELATES. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO
PUBLIC (1) COMMISSION(2) COMPANY (1)(3)
- -------------------------------------------------------------------------
<S> <C> <C> <C>
Per % Note % % %
- -------------------------------------------------------------------------
Total $ $ $
- -------------------------------------------------------------------------
Per % Note % % %
- -------------------------------------------------------------------------
Total $ $ $
- -------------------------------------------------------------------------
</TABLE>
(1) Plus accrued interest, if any, from November , 1994.
(2) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended. See "Underwriting."
(3) Before deducting expenses payable by the Company estimated at $ .
The Notes are offered, subject to prior sale, when, as and if accepted by the
Underwriters and subject to certain conditions. It is expected that delivery of
the Notes will be made in book-entry form only on or about November , 1994
through the facilities of the Depositary, against payment therefor in same-day
funds.
J.P. MORGAN SECURITIES INC.
GOLDMAN, SACHS & CO.
SALOMON BROTHERS INC
, 1994
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES OFFERED
HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.
SUCH TRANSACTIONS MAY BE EFFECTED IN THE OVER-THE-COUNTER MARKET OR OTHERWISE.
SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. THIS PROSPECTUS SUPPLEMENT AND PROSPECTUS DO NOT CONSTITUTE AN
OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN
THE SECURITIES TO WHICH THEY RELATE OR ANY OFFER TO SELL OR THE SOLICITATION OF
ANY OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR
SOLICITATION IS UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT OR
THE PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,
CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE
COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED OR INCORPORATED
BY REFERENCE HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF SUCH
INFORMATION.
----------------
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT PROSPECTUS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Documents Incorporated by Reference. S-2
Use of Proceeds..................... S-3
Recent Developments................. S-3
Capitalization...................... S-6
Ratio of Earnings to Fixed Charges.. S-6
Summary Consolidated Financial Data. S-7
Description of Notes................ S-8
Underwriting........................ S-9
Experts............................. S-10
</TABLE>
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information............... 2
Documents Incorporated by Reference. 2
The Company......................... 3
Ratio of Earnings to Fixed Charges.. 3
Use of Proceeds..................... 4
Description of Debt Securities...... 4
Plan of Distribution................ 12
Validity of Securities.............. 13
Experts............................. 13
</TABLE>
----------------
DOCUMENTS INCORPORATED BY REFERENCE
The following documents previously filed with the Securities and Exchange
Commission (the "Commission") by Santa Fe Pacific Corporation (herein referred
to as "SFP" or the "Company") pursuant to the Securities Exchange Act of 1934
(the "Exchange Act") are incorporated by reference in this Prospectus:
1. SFP's Annual Report on Form 10-K for the year ended December 31, 1993
(which incorporates by reference certain information from SFP's Proxy
Statement relating to the 1994 Annual Meeting of Stockholders and
includes both Amendment No. 1 and Amendment No. 2 on Form 10-K/A dated
June 29, 1994 and October 5, 1994, respectively);
2. SFP's Quarterly Reports on Form 10-Q for the quarters ended March 31 and
June 30, 1994 (including Amendment No. 1 thereto on Form 10-Q/A each
dated October 5, 1994); and
3. SFP's Current Reports on Form 8-K dated June 29, 1994 (including
Amendment No. 1 thereto on Form 8-K/A dated July 29, 1994), August 3,
1994 (including Amendment No. 1 thereto on Form 8-K/A dated October 5,
1994), October 5, 1994 and October 19, 1994.
S-2
<PAGE>
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14, or
15(d) of the Exchange Act subsequent to the date of this Prospectus Supplement
and prior to the termination of the Offering shall be deemed to be incorporated
by reference herein and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus Supplement to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus
Supplement.
The Company will provide without charge to each person to whom this
Prospectus Supplement has been delivered a copy of any or all of the documents
referred to above which have been or may be incorporated by reference herein
other than exhibits to such documents (unless such exhibits are specifically
incorporated by reference therein). Requests for such copies should be directed
to Santa Fe Pacific Corporation, 1700 East Golf Road, Schaumburg, Illinois
60173-5860, Attention: Marsha K. Morgan, Corporate Secretary, telephone number
(708) 995-6000.
USE OF PROCEEDS
The net proceeds from the sale of the Notes offered hereby will be used for
general corporate purposes, including the funding of capital improvement
projects and the repayment of short term borrowings, totaling $68.9 million
outstanding on October 27, 1994 with an average interest rate of 4.96%.
RECENT DEVELOPMENTS
Santa Fe Pacific Gold Company ("SFP Gold"), previously a wholly owned
subsidiary of the Company, completed the initial public offering of its common
stock on June 23, 1994. Approximately 19 million shares were sold at a price of
$14 per share resulting in net proceeds of $250.3 million, the majority of
which was used for the repayment of outstanding debt of SFP Gold. On June 29,
1994, the Board of Directors of the Company declared a special dividend to
holders of its common stock as of September 12, 1994, consisting of a
distribution on a pro rata basis of its remaining 85.4% interest in SFP Gold.
The distribution became effective September 30, 1994, and SFP Gold is now a
separate, independent entity. The Company's 1993 consolidated financial
statements and notes were retroactively restated to present SFP Gold as
discontinued operations in the Company's Current Report on Form 8-K dated
August 3, 1994 (as amended on Form 8-K/A dated October 5, 1994), which is
incorporated herein by reference, and the financial information herein reflects
the retroactive restatement.
On June 29, 1994, the Company and Burlington Northern Inc. ("BNI") entered
into a definitive Agreement and Plan of Merger (the "Merger Agreement"), which
calls for the Company to merge with and into BNI, with BNI being the surviving
corporation (the "Merger"). On October 26, 1994, after Union Pacific
Corporation ("UPC") announced its competing bid (discussed below) for the
acquisition of the Company, the Company and BNI amended the Merger Agreement to
increase the exchange ratio in the Merger from 0.27 shares of BNI common stock
for each share of Company common stock to 0.34 shares of BNI common stock for
each share of Company common stock. Upon completion of the merger, BNI will
change its name to Burlington Northern Santa Fe Corporation. Mr. Gerald
Grinstein, BNI's chairman and chief executive officer, will be chairman of the
surviving corporation. Mr. Robert D. Krebs, chairman, president and chief
executive officer of the Company, will be president and chief executive officer
of the surviving corporation. Two-thirds of the directors of the surviving
corporation will be designated by BNI, and one-third of the directors of the
surviving corporation will be designated by the Company.
The Merger has been approved by the boards of directors of the Company and
BNI, but is still subject to a number of conditions, including approval by the
stockholders of both the Company and BNI and approval by the Interstate
Commerce Commission (the "ICC").
S-3
<PAGE>
Under existing law, the ICC is required to enter a final order with respect
to the Merger within 31 months after BNI's and the Company's application for
approval is filed. BNI and the Company have requested the ICC to decide the
case on an expedited basis and the parties expect that the ICC decision will be
made on a time frame significantly shorter than the 31-month period required by
law. On October 5, 1994, the ICC served an order establishing a schedule that
would result in a final ICC decision within 535 days from the filing of the
application. The parties filed the application on October 13, 1994.
Notwithstanding this schedule, there can be no assurance that the ICC will
issue a decision any sooner than the 31-month period permitted the ICC by law.
If approved and all conditions to the Merger are satisfied or waived,
consummation of the Merger may not occur for two or more years in the future.
Upon consummation of the Merger, which is subject to the foregoing regulatory
and stockholder approvals, BNI, as the surviving corporation, will be the
obligor under the Notes. Prior to the consummation of the Merger, BNI will have
no obligations under the Notes.
The following information about BNI is derived from documents filed by BNI
with the Commission under the Exchange Act. BNI was incorporated in the State
of Delaware in 1981 as part of a holding company reorganization. BNI and its
majority-owned subsidiaries are primarily engaged in the rail transportation
business. BNI's principal subsidiary is Burlington Northern Railroad Company
("BN Railroad"). BN Leasing Corporation, a wholly owned subsidiary of BNI, was
formed in 1989 to acquire railroad rolling stock and other equipment necessary
for the transportation and other business affairs of BNI.
BN Railroad operates the largest railroad system in the United States based
on miles of road and second main track, with approximately 24,500 total miles
at December 31, 1993. The principal cities served include Chicago, Minneapolis-
St. Paul, Fargo-Moorhead, Billings, Spokane, Seattle, Portland, St. Louis,
Kansas City, Des Moines, Omaha, Lincoln, Cheyenne, Denver, Fort Worth, Dallas,
Houston, Galveston, Tulsa, Wichita, Springfield (Missouri), Memphis,
Birmingham, Mobile and Pensacola.
The transportation of coal is BN Railroad's single largest source of
revenues, accounting for approximately one-third of the total. Based on
carloadings and tons hauled, BN Railroad is the largest transporter of western
low-sulfur coal in the United States. Based on the same criteria, BN Railroad
is also the largest rail transporter of grain in North America. Other
significant aspects of BN Railroad's business include intermodal transportation
and the transportation of forest products, chemicals, consumer products,
minerals processors, iron and steel, vehicles and machinery and aluminum, non-
ferrous metals and ores.
On October 5, 1994, UPC provided the Company with an unsolicited written
proposal (the "UPC Proposal") to acquire SFP in a tax-free merger in which SFP
stockholders would receive, for each share of SFP common stock, .344 of a share
of UPC common stock, having a value of $18 per SFP share based on the closing
price on October 4, 1994 of UPC common stock. On October 27, 1994, .344 of a
share of UPC common stock (based on the closing price on that date) had a value
of $16.73. The transaction contemplated in the UPC Proposal is subject to ICC
approval, the termination of the Merger Agreement, execution of a definitive
agreement and the approval of the Board of Directors and the stockholders of
both SFP and UPC. The UPC Proposal is also conditioned upon the satisfactory
completion of a due diligence review of SFP. The UPC Proposal stated that UPC
is prepared to grant conditions to Southern Pacific, BNI or other railroads,
including access to points that would otherwise change from two serving
railroads to one, rights to handle service-sensitive business moving between
California, Chicago and the Midwest, and access to the Kansas and Oklahoma
grain markets. The UPC Proposal further stated that UPC envisions that certain
members of the SFP Board would be invited to serve on UPC's Board. The UPC
Proposal further stated that UPC was prepared to immediately commence
negotiation of a definitive merger agreement containing mutually agreeable
terms and conditions. After discussions at board meetings and consultations
with its financial and legal advisors, the SFP Board unanimously decided to
reject the UPC Proposal and reaffirm its recommendation to SFP's stockholders
that they approve the Merger Agreement and the Merger.
S-4
<PAGE>
Various lawsuits have been filed with respect to the Merger, including by UPC
and certain shareholders seeking to enjoin consummation of the Merger. The
Company believes that all of these lawsuits are meritless and intends to oppose
them vigorously.
In connection with a Special Meeting of Stockholders of SFP to be held
November 18, 1994, for stockholders to consider and vote upon a proposal to
approve and adopt the Merger Agreement, the Company has sent stockholders of
record as of October 19, 1994 a Joint Proxy Statement/Prospectus, dated October
12, 1994. On October 13, 1994, UPC announced that it intended to solicit
proxies from the Company's stockholders to vote against approval of the Merger.
On October 19, 1994, the Company announced results for the quarter ended
September 30, 1994. SFP reported net income for such third quarter of $50.5
million or $0.27 per share compared to a net loss of $2.8 million or $0.01 per
share for the third quarter of 1993. The increase in net income primarily
relates to: (i) higher operating income due to increased traffic levels,
continued operating efficiencies, and the adverse effects of flooding in the
midwest in 1993; (ii) higher equity in earnings of Pipeline of $12.8 million,
which includes a $12.2 million special litigation and environmental charge in
1993; (iii) higher income taxes in 1993 which reflect a $27.7 million charge
for the retroactive effect of an increase in the federal income tax rate from
34% to 35%; and (iv) lower interest expense. The above increases are partially
offset by a $28.8 million decrease in other income-net. Other income-net in
1993 included pre-tax credits totaling $21.6 million related to the favorable
outcome of arbitration and litigation settlements. Income for the third quarter
of 1993 also included $7.5 million from the Company's discontinued gold
operations. These gold operations were treated as discontinued as of June 30,
1994 and made no contribution to 1994 third quarter income.
SFP reported net income from continuing operations of $50.5 million or $0.27
per share for the third quarter of 1994 compared to adjusted net income from
continuing operations of $12.0 million or $0.07 per share for the third quarter
of 1993. This increase is primarily due to the factors described above.
Adjustments for the third quarter of 1993 include the pipeline litigation and
environmental charge, the retroactive increase in tax rates, and the favorable
arbitration and litigation settlements, discussed above.
S-5
<PAGE>
CAPITALIZATION
The following table sets forth the consolidated capitalization of the Company
as of June 30, 1994, and as adjusted to give effect to the issuance of the
Notes offered hereby.
<TABLE>
<CAPTION>
ACTUAL AS ADJUSTED
-------- -----------
(UNAUDITED)
(IN MILLIONS)
<S> <C> <C>
Total Debt:
Equipment obligations............................. $ 495.4 $ 495.4
Pipeline Exchangeable Debentures.................. 219.0 219.0
Senior Notes...................................... 200.0 200.0
Term Loan......................................... 72.5 72.5
Mortgage bonds.................................... 95.8 95.8
Notes offered hereby.............................. -- 200.0
Other obligations................................. 21.8 21.8
-------- --------
Total Debt(1)................................... 1,104.5 1,304.5
-------- --------
Shareholders' Equity:
Common stock...................................... 190.0 190.0
Paid-in capital................................... 858.0 858.0
Retained earnings................................. 212.3 212.3
Treasury stock.................................... (104.4) (104.4)
-------- --------
Total Shareholders' Equity...................... 1,155.9 1,155.9
-------- --------
Total Capitalization................................ $2,260.4 $2,460.4
======== ========
</TABLE>
- --------
(1) Total debt includes current maturities of $172.2 million with respect to
the Company's long term debt as of June 30, 1994. The above table does not
include $68.9 million in short term borrowings incurred subsequent to June
30, 1994. See "Use of Proceeds."
RATIO OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges of the Company for the six months
ended June 30, 1994 and 1993, and for each of the five years ended December 31,
1993 is shown below. The ratio of earnings to fixed charges has been computed
on a consolidated basis. Earnings represent income from continuing operations
before income taxes less equity in undistributed earnings of unconsolidated
affiliates, plus fixed charges. Fixed charges represent interest costs,
amortization of debt discount and issue costs, and the estimated interest
portion of rental charges. The ratios do not include the Company's gold
operations and the ratios therefore differ from those presented in the
accompanying Prospectus.
<TABLE>
<CAPTION>
SIX MONTHS
ENDED
JUNE 30, YEAR ENDED DECEMBER 31,
------------ ----------------------------
1994 1993 1993 1992 1991 1990 1989
----- ----- ---- ---- ---- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges
(1)............................... 3.1 3.5 3.0 1.2 1.4 -- --
Deficiency in earnings to cover
fixed charges (in millions)(1).... -- -- -- -- -- $395.6 $524.5
</TABLE>
- --------
(1) Earnings for the six months ended June 30, 1993 and for the year ended
December 31, 1993 include a $145.4 million gain on the sale of rail lines
in southern California by The Atchison, Topeka and Santa Fe Railway Company
("Santa Fe Railway"). Excluding this gain, the ratios would have been 1.9
and 2.2, respectively. Earnings in 1992 include a $320.4 million Santa Fe
Railway special charge and a $204.9 million gain on the sale of rail lines
in southern California. Excluding these items the ratio would have been
1.8. Earnings in 1990 include a $342.1 million charge for an unfavorable
litigation settlement. Excluding this charge SFP was unable to fully cover
fixed charges by $53.5 million. Earnings in 1989 include a $441.8 million
Santa Fe Railway special charge. Excluding this charge, SFP was unable to
fully cover fixed charges by $82.7 million.
S-6
<PAGE>
SUMMARY CONSOLIDATED FINANCIAL DATA
The following summary consolidated financial data for the six months ended
June 30, 1994 and 1993 have been derived from the Company's unaudited interim
consolidated financial statements and, in the Company's opinion, all
adjustments necessary to fairly summarize such information have been included
therein. The summary consolidated financial data for 1993, 1992, and 1991 have
been derived from the Company's audited consolidated financial statements. The
Summary Consolidated Financial Data should be read in conjunction with those
financial statements and notes thereto that are incorporated by reference
herein. See "Documents Incorporated by Reference." As a result of the June 29,
1994 declaration of a dividend of the Company's interest in SFP Gold to the
Company's stockholders, the following financial data reflects the Company's
gold operations as discontinued operations.
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30, YEAR ENDED DECEMBER 31,
----------------- ------------------------------
1994 1993 1993 1992 1991
-------- -------- -------- -------- --------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C>
For the Period:
Operating revenues....... $1,289.7 $1,192.3 $2,409.2 $2,251.7 $2,153.5
Operating income (loss).. 188.1 153.3 317.7 (22.8)(1) 255.4
Income from continuing
operations(2)........... 102.6 134.6 177.4 21.1 62.4
Income from discontinued
operations, net of
income taxes(3)......... 23.1 140.0 161.4 42.4 34.0
Extraordinary
charges/accounting
changes................. -- -- -- (168.0) --
Net income (loss)........ 125.7 274.6 338.8 (104.5) 96.4
At Period-End:
Total assets............. 5,717.2 5,333.6 5,374.0 4,946.4 4,812.1
Total debt............... 1,104.5 1,291.7 1,175.8 1,306.7 1,702.0
Shareholders' equity..... 1,155.9 1,209.4 1,268.3 928.5 1,036.9
</TABLE>
- --------
(1) Includes a pre-tax Santa Fe Railway special charge of $320.4 million.
(2) Income from continuing operations for the six months ended June 30, 1994
includes the after tax effects of a gain on sale of an investment, a
favorable litigation settlement, a credit resulting from a change in
postretirement medical benefits eligibility requirements and an adverse
appellate court decision. Income from continuing operations for the six
months ended June 30, 1993 includes the after tax effect of gain on sale of
rail lines in southern California. Adjusted for these items, income from
continuing operations for the six months ended June 30, 1994 and 1993 would
have been $73.0 million and $49.4 million, respectively. 1993 income from
continuing operations includes the after tax effect of gain on sale of rail
lines in southern California, favorable outcome of arbitration and
litigation settlements, special charges at Santa Fe Pacific Pipeline
Partners, L.P. ("Pipelines"), and the retroactive impact of the increase in
federal income tax rate to 35%. 1992 income from continuing operations
includes the after tax effect of Santa Fe Railway and Pipelines special
charges and gain on sale of rail lines in southern California. Adjusted for
these items income from continuing operations would have been $114.5
million and $96.4 million in 1993 and 1992, respectively.
(3) Discontinued operations represents income from the Company's gold
operations and includes an after tax gain of $108.3 million related to an
exchange of mineral assets with Hanson Natural Resources Company during the
first half of 1993.
S-7
<PAGE>
DESCRIPTION OF NOTES
The following description of the particular terms of the Notes supplements,
and to the extent inconsistent therewith replaces, the description of the
general terms and provisions of the Debt Securities set forth in the
accompanying Prospectus, to which description reference is hereby made.
Whenever a defined term is referred to and not herein defined, the definition
thereof is contained in the accompanying Prospectus or in the Indenture
referred to therein.
GENERAL
The % Notes due November , 2001 (the " % Notes") and the % Notes
due November , 2004 (the " % Notes") are each to be issued under a
Restated Indenture, dated as of November 1, 1994 (the "Indenture"), between the
Company and the First National Bank of Chicago, as Trustee, which Indenture is
more fully described under the heading "Description of Debt Securities" in the
accompanying Prospectus. The Notes will rank pari passu with each other and
with all other unsecured and unsubordinated indebtedness of the Company.
The % Notes will bear interest at % per annum and will mature on
November , 2001. The % Notes will bear interest at % per annum and
will mature on November , 2004.
The Notes will bear interest from , 1994 or from the most recent
interest payment date to which interest has been paid or provided for, payable
semiannually in arrears on May and November of each year, commencing
May , 1995, to the persons in whose names the Notes are registered at the
close of business on the immediately preceding April and October ,
respectively, whether or not such day is a Business Day.
The covenant regarding Liens described in the accompanying Prospectus under
the heading "Description of Debt Securities--Certain Covenants" is replaced by
a covenant described as follows:
In the Indenture, the Company covenants that it will not, and it will not
permit any subsidiary to, create, assume, incur or suffer to exist any Lien
upon any stock or indebtedness of Santa Fe Railway to secure any Obligation
(other than the Securities) of the Company, any Subsidiary or any other
Person, unless all of the Outstanding Securities are directly secured
equally and ratably with such indebtedness; provided, however, that Santa
Fe Railway may secure any indebtedness of Santa Fe Railway with other
indebtedness of Santa Fe Railway. (Section 1008). The Indenture defines the
term "Santa Fe Railway" to include any successor or assign thereof, whether
by merger or otherwise.
The purpose of this change is to harmonize the Lien limitation applicable to
the Notes to the comparable provisions applicable to certain indebtedness of
BNI.
Upon consummation of the Merger, the Company will be required to offer to
prepay the Company's $200 million aggregate principal amount of 12.65% Senior
Notes due October 1, 2000 (the "12.65% Senior Notes"), together with accrued
interest and a make-whole premium based on market interest rates at the time of
the Merger and the then-remaining weighted average life of the 12.65% Senior
Notes. Neither the Trustee nor Holders of the Notes will have the right to
accelerate payment of the Notes as a result of any prepayment or offer to
prepay the 12.65% Senior Notes resulting from the consummation of the Merger.
BOOK-ENTRY SYSTEM
Upon issuance, the Notes will be represented by a Global Security deposited
with, or on behalf of, The Depository Trust Company, New York, New York, which
will act as Depositary with respect to the Notes (the "Depositary"). The Global
Security representing the Notes will be registered in the name of a nominee of
the Depositary. Except under the circumstances described in the accompanying
Prospectus under "Description of Debt Securities--Global Securities," the Notes
will not be issuable in definitive form. So long as the Notes are represented
by a Global Security, the Depositary's nominee will be considered the sole
owner
S-8
<PAGE>
or holder of the Notes for all purposes under the Indenture, and the beneficial
owners of the Notes will be entitled only to those rights and benefits afforded
to them in accordance with the Depositary's regular operating procedures. See
"Description of Debt Securities--Global Securities" in the Prospectus.
The Depositary has advised the Company and the Underwriters as follows: The
Depositary is a limited-purpose trust company organized under the laws of the
State of New York, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code and a
"clearing agency" registered pursuant to the provisions of Section 17A of the
Exchange Act. The Depositary was created to hold securities for its
participants and to facilitate the clearance and settlement of securities
transactions among its participants in such securities through electronic book-
entry changes in accounts of the participants, thereby eliminating the need for
physical movement of securities certificates. The Depositary's participants
include securities brokers and dealers (including the Underwriters), banks,
trust companies, clearing corporations and certain other organizations, some of
whom (and/or their representatives) own the Depositary. Access to the
Depositary's book-entry system is also available to other entities, such as
banks, brokers, dealers and trust companies, that clear through or maintain a
custodial relationship with a participant, either directly or indirectly.
A further description of the Depositary's procedures with respect to Global
Securities is set forth in the accompanying Prospectus under "Description of
Debt Securities--Global Securities." The Depositary has confirmed to the
Company, the Underwriters and the Trustee that it intends to follow such
procedures with respect to the Notes.
SAME-DAY SETTLEMENT AND PAYMENT
Settlement for the Notes will be made by the Underwriters in immediately
available funds. So long as the Notes are represented by Global Securities, all
payments of principal and interest will be made by the Company in immediately
available funds.
Secondary trading in long-term notes and debentures of corporate issuers is
generally settled in clearinghouse or next-day funds. In contrast, so long as
the Notes are represented by Global Securities registered in the name of the
Depositary or its nominee, the Notes will trade in the Depositary's Same-Day
Funds Settlement System, and secondary market trading activity in the Notes
will therefore be required by the Depositary to settle in immediately available
funds. No assurance can be given as to the effect, if any, of settlement in
immediately available funds on trading activity in the Notes.
UNDERWRITING
Subject to the terms and conditions set forth in the Underwriting Agreement
dated the date hereof, the Company has agreed to sell to the Underwriters named
below, severally, and each of the Underwriters has severally agreed to
purchase, the principal amount of Notes set forth opposite its name below:
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT OF NOTES
-------------------------
UNDERWRITERS % NOTES % NOTES
------------ ------------ ------------
<S> <C> <C>
J.P. Morgan Securities Inc..................... $ $
Goldman, Sachs & Co............................
Salomon Brothers Inc...........................
------------ ------------
Total...................................... $100,000,000 $100,000,000
============ ============
</TABLE>
Under the terms and conditions of the Underwriting Agreement, the
Underwriters are obligated to take and pay for all of the Notes if any are
taken.
The Underwriters initially propose to offer the Notes directly to the public
at the public offering prices set forth on the cover page of this Prospectus
Supplement and to certain dealers at such price less a concession not in excess
of . % of the principal amount of the % Notes and . % of the principal
amount of the
S-9
<PAGE>
% Notes. The Underwriters may allow, and such dealers may reallow, a
concession to certain other dealers not in excess of . % of the principal
amount of the % Notes and . % of the principal amount of the % Notes.
After the initial public offering of the Notes, the public offering price and
such concessions may be changed.
The Company does not intend to apply for listing of the Notes on a national
securities exchange. The Notes are a new series of securities with no
established trading market. The Company has been advised by the Underwriters
that such Underwriters intend to make a market in the Notes, as permitted by
applicable laws and regulations, but are not obligated to do so and may
discontinue market making at any time at the sole discretion of such
Underwriters without notice. Accordingly, no assurance can be given as to the
liquidity of, or trading markets for, the Notes.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended.
In the ordinary course of their respective businesses, each of the
Underwriters and certain of their respective affiliates have individually
engaged, and may in the future engage, in investment banking and commercial
banking transactions with the Company and its affiliates. In addition, the
Company has engaged Goldman Sachs & Co. as its financial advisor in connection
with the Merger and related matters for which Goldman Sachs & Co. will receive
customary fees.
EXPERTS
The consolidated financial statements of SFP as of December 31, 1993 and 1992
and for each of the three years in the period ended December 31, 1993,
incorporated by reference in this Prospectus to SFP's Form 8-K/A dated October
5, 1994, have been so incorporated in reliance on the reports of Price
Waterhouse LLP, independent accountants, given on the authority of said firm as
experts in auditing and accounting.
The consolidated financial statements of BNI as of December 31, 1993 and 1992
and for each of the three years in the period ended December 31, 1993,
incorporated by reference in this Prospectus, have been incorporated herein by
reference in reliance on the report of Coopers & Lybrand L.L.P., independent
accountants, given on the authority of that firm as experts in accounting and
auditing.
S-10
<PAGE>
SANTA FE PACIFIC CORPORATION
DEBT SECURITIES
----------------
Santa Fe Pacific Corporation (the "Company") may from time to time offer debt
securities consisting of debentures, notes and/or other unsecured evidences of
indebtedness in one or more series at an aggregate initial offering price not
to exceed $250,000,000 or its equivalent in any other currency or composite
currency ("Debt Securities"). The Debt Securities may be offered as separate
series in amounts, at prices, and on terms to be determined at the time of
sale. The accompanying Prospectus Supplement sets forth with regard to the
series of Debt Securities in respect of which this Prospectus is being
delivered (the "Securities") the title, aggregate principal amount,
denominations (which may be in United States dollars, in any other currency or
in a composite currency), maturity, rate, if any (which may be fixed or
variable), and time of payment of any interest, any terms for redemption at the
option of the Company or the holder, any terms for sinking fund payments, any
listing on a securities exchange and the initial public offering price and any
other terms in connection with the offering and sale of such Securities.
The Company may sell Debt Securities to or through one or more underwriters
or underwriters syndicates led by one or more managing underwriters, and also
may sell Debt Securities directly to other purchasers or through agents. The
accompanying Prospectus Supplement sets forth the names of any underwriters or
agents involved in the sale of the Debt Securities in respect of which this
Prospectus is being delivered, the principal amounts, if any, to be purchased
by underwriters and the compensation, if any, of such underwriters or agents.
See "Plan of Distribution" for possible indemnification arrangements for
underwriters, agents and their controlling persons.
This prospectus may not be used to consummate sales of Debt Securities unless
accompanied by the Prospectus Supplement applicable to the Debt Securities
being sold.
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
----------------
The date of this Prospectus is January 13, 1994
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy and
information statements and other information filed with the Commission can be
inspected and copied during normal business hours at the public reference
facilities maintained by the Commission at Room 1024, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549, and at its regional offices at
Seven World Trade Center, Suite 1300, New York, New York 10048; and Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511.
Copies of such material can be obtained at prescribed rates from the Public
Reference Section of the Commission at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549. Such reports, proxy and information
statements, and other information concerning the Company can also be inspected
at the offices of the New York Stock Exchange (the "NYSE"), 20 Broad Street,
New York, New York 10005, the Chicago Stock Exchange, 440 South LaSalle Street,
Chicago, Illinois 60605, and the Pacific Stock Exchange, 301 Pine Street, San
Francisco, California 94104, on which exchanges the common stock of the Company
is listed.
This Prospectus constitutes a part of a registration statement on Form S-3
(together with all amendments and exhibits, the "Registration Statement") filed
by the Company (File No. 1-8627) with the Commission under the Securities Act
of 1933, as amended (the "Securities Act"). This Prospectus omits certain of
the information contained in the Registration Statement, and reference is
hereby made to the Registration Statement and to the exhibits relating thereto
for further information with respect to the Company and the Debt Securities
offered hereby. Any statements contained herein concerning the provisions of
any document are not necessarily complete, and, in each instance, reference is
made to the copy of such document filed as an exhibit to the Registration
Statement or otherwise filed with the Commission. Each such statement is
qualified in its entirety by such reference.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents heretofore filed by the Company under the Exchange
Act with the Commission are incorporated herein by reference: (1) Annual Report
on Form 10-K for the year ended December 31, 1992; (2) Quarterly Reports on
Form 10-Q for the quarters ended March 31, 1993, June 30, 1993, and September
30, 1993; and (3) the Current Report on Form 8-K dated June 25, 1993 and
Current Report on Form 8-K/A (Amendment No. 1) with respect thereto.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14, or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the termination of the Offering shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus has been delivered a copy of any or all of the documents referred to
above which have been or may be incorporated by reference herein other than
exhibits to such documents (unless such exhibits are specifically incorporated
by reference therein). Requests for such copies should be directed to Santa Fe
Pacific Corporation, 1700 East Golf Road, Schaumburg, Illinois 60173-5860,
Attention: Marsha K. Morgan, Corporate Secretary, telephone number (708) 995-
6000.
Unless otherwise indicated, currency amounts in the Prospectus and any
Prospectus Supplement are stated in United States dollars ("$" or "dollars").
IN CONNECTION WITH THE DISTRIBUTION OF THE DEBT SECURITIES, THE UNDERWRITERS
OR AGENTS MAY EFFECT TRANSACTIONS IN THE DEBT SECURITIES WITH A VIEW TO
STABILIZING OR MAINTAINING THE MARKET PRICES OF THE DEBT SECURITIES AT LEVELS
OTHER THAN THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
TRANSACTIONS MAY BE EFFECTED IN ANY OVER-THE-COUNTER MARKET OR OTHERWISE AND,
IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
2
<PAGE>
THE COMPANY
Through its subsidiaries, the Company is engaged in rail transportation, the
exploration, development, and production of gold, and pipeline transportation
of refined petroleum products.
SANTA FE RAILWAY
The Atchison, Topeka and Santa Fe Railway Company ("Santa Fe Railway") is a
major Class I freight railroad and as of December 31, 1992 operated
approximately 8,750 route miles of track (approximately 7,800 of which were
owned including easements) extending from Chicago to the Gulf of Mexico and the
West Coast. Santa Fe Railway had 1992 revenues of $2,252 million, representing
90 percent of the Company's total revenues. Santa Fe Railway transports a wide
range of manufacturing, agricultural, and natural resource products in 12
midwestern, southwestern, and western states. Intermodal business is the
largest segment of Santa Fe Railway's business mix, accounting for over 40
percent of revenues. Carload commodities, which comprise other significant
segments, include chemicals and petroleum, coal and other minerals and ores,
grain and grain products, beverages, canned goods and grocery products, motor
vehicles and parts, forest products, and metals.
SFP GOLD
Santa Fe Pacific Gold Corporation and its subsidiaries ("SFP Gold") conduct
gold mining operations and explore for precious metals deposits. SFP Gold owns
the Twin Creeks and Lone Tree gold mines in Nevada and the Mesquite gold mine
in California. Gold contained in proven and probable in-place ore reserves
totaled 11.2 million ounces in place as of June 30, 1993. SFP Gold expects to
produce approximately 600,000 ounces of gold in 1993 and 900,000 ounces in
1994, which would rank it as the sixth largest primary gold producing company
headquartered in North America. SFP Gold owns or controls approximately seven
million acres of fee mineral rights in the western United States.
The Company's management and board of directors are continuing to review the
possibility of SFP Gold becoming a publicly-traded company as occurred with the
Company's former real estate and energy subsidiaries. This evaluation, and the
timing of any such actions, involve a number of economic, business, tax, and
other considerations. In June 1993, the Company filed a request with the
Internal Revenue Service for a ruling that a spin-off of SFP Gold would qualify
as a tax-free distribution to the Company's stockholders. No ruling has yet
been received.
PIPELINES
Through its subsidiaries, the Company owns an interest in, and serves as the
general partner of, Santa Fe Pacific Pipeline Partners, L.P., a publicly traded
Delaware master limited partnership formed in 1988 to acquire and operate a
refined petroleum products pipeline system operating in the western United
States.
The Company is incorporated in the State of Delaware. The Company's principal
executive offices are located at 1700 East Golf Road, Schaumburg, Illinois
60173-5860, telephone number (708) 995-6000.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to fixed charges of the
Company for each of the five years ended December 31, 1992, and for the nine
month period ended September 30, 1993.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
NINE MONTHS ENDED ----------------------------
SEPTEMBER 30, 1993 1992 1991 1990 1989 1988
------------------ ---- ---- ------ ------ ----
<S> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed
Charges....................... 5.0 1.5 1.5 -- -- 1.0
Deficiency in earnings to cover
fixed charges
(in millions)................. -- -- -- $178.8 $473.1 --
</TABLE>
3
<PAGE>
The ratio of earnings to fixed charges has been computed on a consolidated
basis. Earnings represent income from continuing operations before income taxes
less equity in undistributed earnings of unconsolidated affiliates, plus fixed
charges. Fixed charges represent interest costs, amortization of debt discount
and issue costs, and the estimated interest portion of rental charges.
Nine months ended September 30, 1993 earnings include a $145.4 million gain
on the sale of California lines and a $217.5 million gain on the exchange of
mineral assets. Excluding these gains, the ratio would have been 2.3. Earnings
in 1992 include a $320.4 million Rail special charge and a $204.9 million gain
on the sale of California lines. Excluding these items the ratio would have
been 2.0. Earnings in 1990 include a $187.1 million charge for net unfavorable
litigation settlements. Excluding this net charge, the ratio would have been
1.0. Earnings in 1989 include $441.8 million for Rail special charges.
Excluding these charges, SFP was unable to fully cover fixed charges by $31.3
million.
USE OF PROCEEDS
Net proceeds from the sale of the Debt Securities of any series will be
specified in the Prospectus Supplement applicable to such series and are
expected to be used for general corporate purposes.
DESCRIPTION OF DEBT SECURITIES
The Debt Securities are to be issued under an Indenture (the "Indenture"),
between the Company and The First National Bank of Chicago, as Trustee (the
"Trustee"), a copy of which is filed as an exhibit to the Registration
Statement of which this Prospectus is a part. The Debt Securities may be issued
from time to time in one or more series. The particular terms of each series,
or of Securities forming a part of a series, which are offered by a Prospectus
Supplement will be described in such Prospectus Supplement.
The following summaries of certain provisions of the Indenture do not purport
to be complete and are subject, and are qualified in their entirety by
reference, to all the provisions of the Indenture, including the definitions
therein of certain terms, and, with respect to any particular Securities, to
the description of the terms thereof included in the Prospectus Supplement
relating thereto. Wherever particular Sections or defined terms of the
Indenture are referred to herein or in a Prospectus Supplement, such Sections
or defined terms are incorporated by reference herein or therein, as the case
may be.
The Company is a holding company, conducting its operations through its
operating subsidiaries. Accordingly, the Company's ability to service the Debt
Securities is dependent, in part, on its ability to obtain dividends or loans
from such operating subsidiaries which may be subject to contractual
restrictions. In addition, the rights of the Company and the rights of its
creditors, including holders of the Debt Securities, to participate in any
distribution of the assets of a subsidiary upon the liquidation or
recapitalization of such subsidiary will be subject to the prior claims of the
subsidiary's creditors except to the extent the Company itself may be a
creditor with recognized claims against the subsidiary.
The covenants in the Indenture would not necessarily afford the holders of
the Debt Securities protection in the event of a decline in the Company's
credit quality resulting from highly leveraged or other transactions involving
the Company.
GENERAL
The Indenture provides that Debt Securities in separate series may be issued
thereunder from time to time without limitation as to aggregate principal
amount. The Company may specify a maximum aggregate principal amount for the
Debt Securities of any series. (Section 301) The Debt Securities are to have
such terms and provisions which are not inconsistent with the Indenture,
including as to maturity, principal and interest, as the Company may determine.
The Debt Securities will be unsecured obligations of the Company and will rank
on a parity with all other unsecured and unsubordinated indebtedness of the
Company.
4
<PAGE>
The applicable Prospectus Supplement will set forth the price or prices at
which the Debt Securities to be offered will be issued and will describe the
following terms of such Securities: (1) the title of such Securities; (2) any
limit on the aggregate principal amount of such Securities or the series of
which they are a part; (3) the date or dates on which the principal of any of
such Securities will be payable; (4) the rate or rates at which any of such
Securities will bear interest, if any, the date or dates from which any such
interest will accrue, the Interest Payment Dates on which any such interest
will be payable and the Regular Record Date for any such interest payable on
any Interest Payment Date; (5) the place or places where the principal of and
any premium and interest on any of such Securities will be payable; (6) the
period or periods within which, the price or prices at which and the terms and
conditions on which any of such Securities may be redeemed, in whole or in
part, at the option of the Company; (7) the obligation, if any, of the Company
to redeem or purchase any of such Securities pursuant to any sinking fund or
analogous provision or at the option of the Holder thereof, and the period or
periods within which, the price or prices at which and the terms and conditions
on which any of such Securities will be redeemed or purchased, in whole or in
part, pursuant to any such obligation; (8) the denominations in which any of
such Securities will be issuable, if other than denominations of $1,000 and any
integral multiple thereof; (9) if the amount of principal of or any premium or
interest on any of such Securities may be determined with reference to an index
or pursuant to a formula, the manner in which such amounts will be determined;
(10) if other than the currency of the United States of America, the currency,
currencies or currency units in which the principal of or any premium or
interest on any of such Securities will be payable (and the manner in which the
equivalent of the principal amount thereof in the currency of the United States
of America is to be determined for any purpose, including for the purpose of
determining the principal amount deemed to be Outstanding at any time); (11) if
the principal of or any premium or interest on any of such Securities is to be
payable, at the election of the Company or the Holder thereof, in one or more
currencies or currency units other than those in which such Securities are
stated to be payable, the currency, currencies or currency units in which
payment of any such amount as to which such election is made will be payable,
the periods within which and the terms and conditions upon which such election
is to be made and the amount so payable (or the manner in which such amount is
to be determined); (12) if other than the entire principal amount thereof, the
portion of the principal amount of any of such Securities which will be payable
upon declaration of acceleration of the Maturity thereof; (13) if the principal
amount payable at the Stated Maturity of any of such Securities will not be
determinable as of any one or more dates prior to the Stated Maturity, the
amount which will be deemed to be such principal amount as of any such date for
any purpose, including the principal amount thereof which will be due and
payable upon any Maturity other than the Stated Maturity or which will be
deemed to be Outstanding as of any such date (or, in any such case, the manner
in which such deemed principal amount is to be determined); (14) if applicable,
that such Securities, in whole or any specified part, are defeasible pursuant
to the provisions of the Indenture described under "Defeasance and Covenant
Defeasance-- Defeasance and Discharge" or "Defeasance and Covenant Defeasance--
Covenant Defeasance", or under both such captions; (15) whether any of such
Securities will be issuable in whole or in part in the form of one or more
Global Securities and, if so, the respective Depositaries for such Global
Securities, the form of any legend or legends to be borne by any such Global
Security in addition to or in lieu of the legend referred to under "Form,
Exchange and Transfer--Global Securities" and, if different from those
described under such caption, any circumstances under which any such Global
Security may be exchanged in whole or in part for Securities registered, and
any transfer of such Global Security in whole or in part may be registered, in
the names of Persons other than the Depositary for such Global Security or its
nominee; (16) any addition to or change in the Events of Default applicable to
any of such Securities and any change in the right of the Trustee or the
Holders to declare the principal amount of any of such Securities due and
payable; (17) any addition to or change in the covenants in the Indenture
described under "Certain Covenants" applicable to any of such Securities; and
(18) any other terms of such Securities not inconsistent with the provisions of
the Indenture. (Section 301)
Debt Securities, including Original Issue Discount Securities, may be sold at
a substantial discount below their principal amount. Certain special United
States federal income tax considerations (if any) applicable to Debt Securities
sold at an original issue discount may be described in the applicable
Prospectus Supplement.
5
<PAGE>
In addition, certain special United States federal income tax or other
considerations (if any) applicable to any Debt Securities which are denominated
in a currency or currency unit other than United States dollars may be
described in the applicable Prospectus Supplement.
FORM, EXCHANGE AND TRANSFER
The Debt Securities of each series will be issuable only in fully registered
form, without coupons, and, unless otherwise specified in the applicable
Prospectus Supplement, only in denominations of $1,000 and integral multiples
thereof. (Section 302)
At the option of the Holder, subject to the terms of the Indenture and the
limitations applicable to Global Securities, Debt Securities of each series
will be exchangeable for other Debt Securities of the same series of any
authorized denomination and of a like tenor and aggregate principal amount.
(Section 305)
Subject to the term of the Indenture and the limitations applicable to Global
Securities, Debt Securities may be presented for exchange as provided above or
for registration of transfer (duly endorsed or with the form of transfer
endorsed thereon duly executed) at the office of the Security Registrar or at
the office of any transfer agent designated by the Company for such purpose. No
service charge will be made for any registration of transfer or exchange of
Debt Securities, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
Such transfer or exchange will be effected upon the Security Registrar or such
transfer agent, as the case may be, being satisfied with the documents of title
and identity of the person making the request. The Company has appointed the
Trustee as Security Registrar. Any transfer agent (in addition to the Security
Registrar) initially designated by the Company for any Debt Securities will be
named in the applicable Prospectus Supplement. (Section 305) The Company may at
any time designate additional transfer agents or rescind the designation of any
transfer agent or approve a change in the office through which any transfer
agent acts, except that the Company will be required to maintain a transfer
agent in each Place of Payment for the Debt Securities of each series. (Section
1002)
If the Debt Securities of any series (or of any series and specified terms)
are to be redeemed in part, the Company will not be required to (i) issue,
register the transfer of or exchange any Debt Security of that series (or of
that series and specified terms, as the case may be) during a period beginning
at the opening of business 15 days before the day of mailing of a notice of
redemption of any such Debt Security that may be selected for redemption and
ending at the close of business on the day of such mailing or (ii) register the
transfer of or exchange any Debt Security so selected for redemption, in whole
or in part, except the unredeemed portion of any such Debt Security being
redeemed in part. (Section 305)
GLOBAL SECURITIES
Some or all of the Debt Securities of any series may be represented, in whole
or in part, by one or more Global Securities which will have an aggregate
principal amount equal to that of the Debt Securities represented thereby. Each
Global Security will be registered in the name of a Depositary or a nominee
thereof identified in the applicable Prospectus Supplement, will be deposited
with such Depositary or nominee or a custodian therefor and will bear a legend
regarding the restrictions on exchanges and registration of transfer thereof
referred to below and any such other matters as may be provided for pursuant to
the Indenture.
Notwithstanding any provision of the Indenture or any Debt Security described
herein, no Global Security may be exchanged in whole or in part for Debt
Securities registered, and no transfer of a Global Security in whole or in part
may be registered, in the name of any Person other than the Depositary for such
Global Security or any nominee of such Depositary unless (i) the Depositary has
notified the Company that it is unwilling or unable to continue as Depositary
for such Global Security or has ceased to be qualified to act as such as
required by the Indenture, (ii) there shall have occurred and be continuing an
Event of Default
6
<PAGE>
with respect to the Debt Securities represented by such Global Security or
(iii) there shall exist such circumstances, if any, in addition to or in lieu
of those described above as may be described in the applicable Prospectus
Supplement. All securities issued in exchange for a Global Security or any
portion thereof will be registered in such names as the Depositary may direct.
(Sections 204 and 305)
As long as the Depositary, or its nominee, is the registered Holder of a
Global Security, the Depositary or such nominee, as the case may be, will be
considered the sole owner and Holder of such Global Security and the Debt
Securities represented thereby for all purposes under the Debt Securities and
the Indenture. Except in the limited circumstances referred to above, owners of
beneficial interests in a Global Security will not be entitled to have such
Global Security or any Debt Securities represented thereby registered in their
names, will not receive or be entitled to receive physical delivery of
certificated Debt Securities in exchange therefor and will not be considered to
be the owners or Holders of such Global Security or any Debt Securities
represented thereby for any purpose under the Debt Securities or the Indenture.
All payments of principal of and any premium and interest on a Global Security
will be made to the Depositary or its nominee, as the case may be, as the
Holder thereof. The laws of some jurisdictions require that certain purchasers
of securities take physical delivery of such securities in definitive form.
These laws may impair the ability to transfer beneficial interests in a Global
Security.
Ownership of beneficial interests in a Global Security will be limited to
institutions that have accounts with the Depositary or its nominee
("participants") and to persons that may hold beneficial interests through
participants. In connection with the issuance of any Global Security, the
Depositary will credit, on its book-entry registration and transfer system, the
respective principal amounts of Debt Securities represented by the Global
Security to the accounts of its participants. Ownership of beneficial interests
in a Global Security will be shown only on, and the transfer of those ownership
interests will be effected only through, records maintained by the Depositary
(with respect to participants' interests) or any such participant (with respect
to interests of persons held by such participants on their behalf). Payments,
transfers, exchanges and other matters relating to beneficial interests in a
Global Security may be subject to various policies and procedures adopted by
the Depositary from time to time. None of the Company, the Trustee or any agent
of the Company or the Trustee will have any responsibility or liability for any
aspect of the Depositary's or any participant's records relating to, or for
payments made on account of, beneficial interests in a Global Security, or for
maintaining, supervising or reviewing any records relating to such beneficial
interests.
Secondary trading in notes and debentures of corporate issuers is generally
settled in clearing-house or next-day funds. In contrast, beneficial interests
in a Global Security, in some cases, may trade in the Depositary's same-day
funds settlement system, in which secondary market trading activity in those
beneficial interests would be required by the Depositary to settle in
immediately available funds. There is no assurance as to the effect, if any,
that settlement in immediately available funds would have on trading activity
in such beneficial interests. Also, settlement for purchases of beneficial
interests in a Global Security upon the original issuance thereof may be
required to be made in immediately available funds.
PAYMENT AND PAYING AGENTS
Unless otherwise indicated in the applicable Prospectus Supplement, payment
of interest on a Debt Security on any Interest Payment Date will be made to the
Person in whose name such Debt Security (or one or more Predecessor Securities)
is registered at the close of business on the Regular Record Date for such
interest. (Section 307)
Unless otherwise indicated in the applicable Prospectus Supplement, principal
of and any premium and interest on the Debt Securities of a particular series
will be payable at the office of such Paying Agent or Paying Agents as the
Company may designate for such purpose from time to time, except that at the
option of the Company payment of any interest may be made by check mailed to
the address of the Person entitled thereto as such address appears in the
Security Register. Unless otherwise indicated in the applicable
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Prospectus Supplement, the corporate trust office of the Trustee in The City of
New York or in Chicago, Illinois will be designated as the Company's sole
Paying Agent for payments with respect to Securities of each series. Any other
Paying Agents initially designated by the Company for the Securities of a
particular series will be named in the applicable Prospectus Supplement. The
Company may at any time designate additional Paying Agents or rescind the
designation of any Paying Agent or approve a change in the office through which
any Paying Agent acts, except that the Company will be required to maintain a
Paying Agent in each Place of Payment for the Securities of a particular
series. (Section 1002)
Any money paid by the Company to a Paying Agent for the payment of the
principal of or any premium or interest on any Security which remain unclaimed
at the end of two years after such principal, premium or interest has become
due and payable may be repaid to the Company at the Company's request. (Section
1003)
CERTAIN COVENANTS
The Indenture provides that the Company may not incur, and will not permit
any Restricted Subsidiary (as defined below) to incur, any lien on any real or
personal property (including stock or debt obligations of a Restricted
Subsidiary) to secure any debt without making, or causing such Restricted
Subsidiary to make, effective provision for securing the Debt Securities (and,
if the Company shall so determine, any other debt of the Company which is not
subordinate to the Debt Securities or of such Restricted Subsidiary) (x)
equally and ratably with such debt as to such property for so long as such debt
shall be so secured or (y) in the event such debt is debt of the Company which
is subordinate in right or payment to the Debt Securities, prior to such debt
as to such property for so long as such debt shall be so secured; provided,
however, that nothing herein shall limit the ability of the Company and its
Restricted Subsidiaries to incur a lien to secure any debt if the sum of the
amount of debt secured by a lien entered into after the date of the Indenture
and otherwise prohibited by the Indenture does not exceed 20% of Consolidated
Net Tangible Assets (as defined below). (Section 1008) This limitation does not
apply to (i) liens with respect to debt existing on the date of the Indenture,
(ii) liens securing only the Debt Securities, (iii) liens in favor of the
Company, (iv) liens on property existing immediately prior to the time of
acquisition thereof and not in anticipation of the financing of such
acquisition, (v) liens to secure industrial revenue or development bonds, (vi)
liens on property to secure debt incurred to finance all or part of the cost of
acquiring, repairing, constructing or improving such property so long as the
commitment of the creditor to extend the credit secured by such lien is made no
later than 12 months after the later of (A) the completion of the acquisition,
repair or improvement of such property and (B) the placing in operation of such
property, (vii) liens on the stock or assets of a corporation existing at the
time such corporation becomes a Restricted Subsidiary; (viii) liens to secure
debt incurred to extend, renew, refinance or refund debt secured by liens
referred to in the foregoing clauses (i) to (vii) so long as such lien does not
extend to any other property and the debt so secured is not increased, (ix)
subject to certain conditions, liens securing debt owing by the Company to a
wholly-owned subsidiary; and (x) judgment liens, so long as the finality of
such judgment is being contested in good faith and execution thereon is stayed.
"Restricted Subsidiary" means, at any time, any corporation, other than SFP
Gold of which: (i) more than 50% of the voting stock at such time is owned or
controlled by the Company or by one or more of the other Restricted
Subsidiaries and (ii) the operating assets and principal business at such time
shall be carried on within the United States or Canada. "Consolidated Net
Tangible Assets" means the aggregate amount of total assets after deducting
therefrom (i) all current liabilities, including the current portion of long-
term debt and (ii) all goodwill, trade names, trademarks, patents, unamortized
debt discount and expense, and other like intangibles, of the Company and its
Restricted Subsidiaries as included in the most recent balance sheet of the
Company and its consolidated subsidiaries prepared in accordance with generally
accepted accounting principles. As of September 30, 1993, Consolidated Net
Tangible Assets was approximately $4.2 billion.
CONSOLIDATION, MERGER AND SALE OF ASSETS
The Company may not consolidate with or merge into, or convey, transfer or
lease its properties and assets substantially as an entirety to, any Person (a
"successor Person"), and may not permit any Person to
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merge into, or convey, transfer or lease its properties and assets
substantially as an entirety to, the Company, unless (i) the successor Person
(if any) is a corporation, partnership, trust or other entity organized and
validly existing under the laws of any domestic jurisdiction and assumes the
Company's obligations on the Debt Securities and under the Indenture and (ii)
immediately after giving effect to the transaction, no Event of Default, and no
event which, after notice or lapse of time or both, would become an Event of
Default, shall have occurred and be continuing. (Section 801)
EVENTS OF DEFAULT
Each of the following will constitute an Event of Default under the Indenture
with respect to Debt Securities of any series: (a) failure to pay principal of
or any premium on any Debt Security of that series when due; (b) failure to pay
any interest on any Debt Securities of that series when due, continued for 30
days; (c) failure to deposit any sinking fund payment, when due, in respect of
any Security of that series; (d) failure to perform any other covenant of the
Company in the Indenture (other than a covenant included in the Indenture
solely for the benefit of a series other than that series), continued for 60
days after written notice has been given by the Trustee, or the Holders of at
least 25% in principal amount of the Outstanding Securities of that series, as
provided in the Indenture; (e) acceleration of any indebtedness for money
borrowed by the Company having an aggregate principal amount outstanding of at
least $25 million, if such indebtedness has not been discharged or such
acceleration has not been rescinded or annulled within 10 days after written
notice has been given by the Trustee, or the Holders of at least 25% in
principal amount of the Outstanding Securities of that series, as provided in
the Indenture; and (f) certain events in bankruptcy, insolvency or
reorganization.
If an Event of Default (other than an Event of Default described in clause
(f) above) with respect to the Debt Securities of any series at the time
Outstanding shall occur and be continuing, either the Trustee or the Holders of
at least 25% in aggregate principal amount of the Outstanding Securities of
that series by notice as provided in the Indenture may declare the principal
amount of the Debt Securities of that series (or, in the case of any Debt
Security that is an Original Issue Discount Security or the principal amount of
which is not then determinable, such portion of the principal amount of such
Debt Security, or such other amount in lieu of such principal amount, as may be
specified in the terms of such Debt Security) to be due and payable
immediately. If an Event of Default described in clause (f) above with respect
to the Debt Securities of any series at the time Outstanding shall occur, the
principal amount of all the Debt Securities of that series (or, in the case of
any such Original Issue Discount Security or other Debt Security, such
specified amount) will automatically, and without any action by the Trustee or
any Holder, become immediately due and payable. After any such acceleration,
but before a judgment or decree based on acceleration, the Holders of a
majority in aggregate principal amount of the Outstanding Securities of that
series may, under certain circumstances, rescind and annul such acceleration if
all Events of Default, other than the non-payment of accelerated principal (or
other specified amount), have been cured or waived as provided in the
Indenture. (Section 502) For information as to waiver of defaults, see
"Modification and Waiver".
Subject to the provisions of the Indenture relating to the duties of the
Trustee in case an Event of Default shall occur and be continuing, the Trustee
will be under no obligation to exercise any of its rights or powers under the
Indenture at the request or direction of any of the Holders, unless such
Holders shall have offered to the Trustee reasonable indemnity. (Section 603)
Subject to such provisions for the indemnification of the Trustee, the Holders
of a majority in aggregate principal amount of the Outstanding Securities of
any series will have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or exercising
any trust or power conferred on the Trustee with respect to the Debt Securities
of that series. (Section 512)
No Holder of a Debt Security of any series will have any right to institute
any proceeding with respect to the Indenture, or for the appointment of a
receiver or a trustee, or for any other remedy thereunder, unless (i) such
Holder has previously given to the Trustee written notice of a continuing Event
of Default with respect to the Debt Securities of that series, (ii) the Holders
of at least 25% in aggregate principal amount of
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the Outstanding Securities of that series have made written request, and such
Holder or Holders have offered reasonable indemnity, to the Trustee to
institute such proceeding as trustee and (iii) the Trustee has failed to
institute such proceeding, and has not received from the Holders of a majority
in aggregate principal amount of the Outstanding Securities of that series a
direction inconsistent with such request, within 60 days after such notice,
request and offer. (Section 507) However, such limitations do not apply to a
suit instituted by a Holder of a Debt Security for the enforcement of payment
of the principal of or any premium or interest on such Debt Security on or
after the applicable due date specified in such Debt Security. (Section 508)
The Company will be required to furnish to the Trustee annually a statement
by certain of its officers as to whether or not the Company, to their
knowledge, is in default in the performance or observance of any of the terms,
provisions and conditions of the Indenture and, if so, specifying all such
known defaults. (Section 1004)
MODIFICATION AND WAIVER
Modifications and amendments of the Indenture may be made by the Company and
the Trustee with the consent of the Holders of a majority in aggregate
principal amount of the Outstanding Securities of each series affected by such
modification or amendment; provided, however, that no such modification or
amendment may, without the consent of the Holder of each Outstanding Security
affected thereby, (a) change the Stated Maturity of the principal of, or any
instalment of principal of or interest on, any Debt Security, (b) reduce the
principal amount of, or any premium or interest on, any Debt Security, (c)
reduce the amount of principal of an Original Issue Discount Security or any
other Debt Security payable upon acceleration of the Maturity thereof, (d)
change the place or currency of payment of principal of, or any premium or
interest on, any Debt Security, (e) impair the right to institute suit for the
enforcement of any payment on or with respect to any Debt Security, (f) reduce
the percentage in principal amount of Outstanding Securities of any series, the
consent of whose Holders is required for modification or amendment of the
Indenture, (g) reduce the percentage in principal amount of Outstanding
Securities of any series necessary for waiver of compliance with certain
provisions of the Indenture or for waiver of certain defaults, or (h) modify
such provisions with respect to modification and waiver. (Section 902)
The Holders of a majority in principal amount of the Outstanding Securities
of any series may waive any past default or compliance with certain restrictive
provisions under the Indenture, except a default in the payment of principal,
premium or interest and certain covenants and provisions of the Indenture which
cannot be amended without the consent of the Holder of each Outstanding
Security of such series affected. (Sections 513 and 1009)
The Indenture provides that in determining whether the Holders of the
requisite principal amount of the Outstanding Securities have given or taken
any direction, notice, consent, waiver or other action under the Indenture as
of any date, (i) the principal amount of an Original Issue Discount Security
that will be deemed to be Outstanding will be the amount of the principal
thereof that would be due and payable as of such date upon acceleration of the
Maturity thereof to such date, (ii) if, as of such date, the principal amount
payable at the Stated Maturity of a Debt Security is not determinable (for
example, because it is based on an index), the principal amount of such Debt
Security deemed to be Outstanding as of such date will be an amount determined
in the manner prescribed for such Debt Security and (iii) the principal amount
of a Debt Security denominated in one or more foreign currencies or currency
units that will be deemed to be Outstanding will be the U.S. dollar equivalent,
determined as of such date in the manner prescribed for such Debt Security, of
the principal amount of such Debt Security (or, in the case of a Debt Security
described in clause (i) or (ii) above, of the amount described in such clause).
Certain Debt Securities, including those for whose payment or redemption money
has been deposited or set aside in trust for the Holders and those that have
been fully defeased pursuant to Section 1302, will not be deemed to be
Outstanding. (Section 101)
Except in certain limited circumstances, the Company will be entitled to set
any day as a record date for the purpose of determining the Holders of
Outstanding Securities of any series entitled to give or take any
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direction, notice, consent, waiver or other action under the Indenture, in the
manner and subject to the limitations provided in the Indenture. In certain
limited circumstances, the Trustee will be entitled to set a record date for
action by Holders. If a record date is set for any action to be taken by
Holders of a particular series, such action may be taken only by persons who
are Holders of Outstanding Securities of that series on the record date. To be
effective, such action must be taken by Holders of the requisite principal
amount of such Debt Securities within a specified period following the record
date. For any particular record date, this period will be 180 days or such
shorter period as may be specified by the Company (or the Trustee, if it set
the record date), and may be shortened or lengthened (but not beyond 180 days)
from time to time. (Section 104)
DEFEASANCE AND COVENANT DEFEASANCE
If and to the extent indicated in the applicable Prospectus Supplement, the
Company may elect, at its option at any time, to have the provisions of Section
1302, relating to defeasance and discharge of indebtedness, or Section 1303,
relating to defeasance of certain restrictive covenants in the Indenture,
applied to the Debt Securities of any series, or to any specified part of a
series. (Section 1301)
Defeasance and Discharge. The Indenture provides that, upon the Company's
exercise of its option (if any) to have Section 1302 applied to any Debt
Securities, the Company will be discharged from all its obligations with
respect to such Debt Securities (except for certain obligations to exchange or
register the transfer of Debt Securities, to replace stolen, lost or mutilated
Debt Securities, to maintain paying agencies and to hold moneys for payment in
trust) upon the deposit in trust for the benefit of the Holders of such Debt
Securities of money or U.S. Government Obligations, or both, which, through the
payment of principal and interest in respect thereof in accordance with their
terms, will provide money in an amount sufficient to pay the principal of and
any premium and interest on such Debt Securities on the respective Stated
Maturities in accordance with the terms of the Indenture and such Debt
Securities. Such defeasance or discharge may occur only if, among other things,
the Company has delivered to the Trustee an Opinion of Counsel to the effect
that the Company has received from, or there has been published by, the United
States Internal Revenue Service a ruling, or there has been a change in tax
law, in either case to the effect that Holders of such Debt Securities will not
recognize gain or loss for federal income tax purposes as a result of such
deposit, defeasance and discharge and will be subject to federal income tax on
the same amount, in the same manner and at the same times as would have been
the case if such deposit, defeasance and discharge were not to occur. (Sections
1302 and 1304)
Defeasance of Certain Covenants. The Indenture provides that, upon the
Company's exercise of its option (if any) to have Section 1303 applied to any
Debt Securities, the Company may omit to comply with certain restrictive
covenants, including those described under "Certain Covenants" and any that may
be described in the applicable Prospectus Supplement, the occurrence of certain
Events of Default, which are described above in clause (d) (with respect to
such restrictive covenants) and clause (e) under "Events of Default" and any
that may be described in the applicable Prospectus Supplement, will be deemed
not to be or result in an Event of Default, in each case with respect to such
Debt Securities. The Company, in order to exercise such option, will be
required to deposit, in trust for the benefit of the Holders of such Debt
Securities, money or U.S. Government Obligations, or both, which, through the
payment of principal and interest in respect thereof in accordance with their
terms, will provide money in an amount sufficient to pay the principal of and
any premium and interest on such Debt Securities on the respective Stated
Maturities in accordance with the terms of the Indenture and such Debt
Securities. The Company will also be required, among other things, to deliver
to the Trustee an Opinion of Counsel to the effect that Holders of such Debt
Securities will not recognize gain or loss for federal income tax purposes as a
result of such deposit and defeasance of certain obligations and will be
subject to federal income tax on the same amount, in the same manner and at the
same times as would have been the case if such deposit and defeasance were not
to occur. In the event the Company exercised this option with respect to any
Debt Securities and such Debt Securities were declared due and payable because
of the occurrence of any Event of Default, the amount of money and U.S.
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Government Obligations so deposited in trust would be sufficient to pay amounts
due on such Debt Securities at the time of their respective Stated Maturities
but might not be sufficient to pay amounts due on such Debt Securities upon any
acceleration resulting from such Event of Default. In such case, the Company
would remain liable for such payments. (Sections 1303 and 1304)
NOTICES
Notices to Holders of Debt Securities will be given by mail to the addresses
of such Holders as they may appear in the Security Register. (Sections 101 and
106)
TITLE
The Company, the Trustee and any agent of the Company or the Trustee may
treat the Person in whose name a Debt Security is registered as the absolute
owner thereof (whether or not such Debt Security may be overdue) for the
purpose of making payment and for all other purposes. (Section 308)
GOVERNING LAW
The Indenture and the Debt Securities will be governed by, and construed in
accordance with, the law of the State of New York. (Section 112)
REGARDING THE TRUSTEE
The First National Bank of Chicago has lending and other customary banking
relationships with the Company.
PLAN OF DISTRIBUTION
The Company may sell Debt Securities to or through one or more underwriters
or underwriters syndicates led by one or more underwriters, and also may sell
Debt Securities directly to other purchasers or through agents.
The distribution of the Debt Securities may be effected from time to time in
one or more transactions at a fixed price or prices, which may be changed, or
at market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices.
In connection with the sale of Debt Securities, underwriters may receive
compensation from the Company or from purchasers of Debt Securities for whom
they may act as agents in the form of discounts, concessions or commissions.
Underwriters may sell Debt Securities to or through dealers, and such dealers
may receive compensation in the form of discounts, concessions or commissions
from the underwriters and/or commissions from the purchasers for whom they may
act as agents. Underwriters, dealers and agents that participate in the
distribution of Debt Securities may be deemed to be underwriters, and any
discounts or commissions received by them from the Company and any profit on
the resale of Debt Securities by them may be deemed to be underwriting
discounts and commissions, under the Securities Act. Any such underwriter or
agent will be identified, and any such compensation received from the Company
will be described, in the Prospectus Supplement.
Under agreements which may be entered into by the Company, underwriters and
agents who participate in the distribution of Debt Securities may be entitled
to indemnification by the Company against certain liabilities, including
liabilities under the Securities Act.
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VALIDITY OF SECURITIES
Unless otherwise provided in the Prospectus Supplement, the validity of the
Debt Securities will be passed upon for the Company by Mayer, Brown & Platt,
Chicago, Illinois, and for any underwriters or agents by Sullivan & Cromwell,
New York, New York. Jerome F. Donohoe, a partner of the firm of Mayer, Brown &
Platt, is Vice President--Law of the Company, and beneficially owns 1,117
shares of Common Stock and has options to purchase an additional 103,130 shares
of Common Stock.
EXPERTS
The consolidated financial statements of Santa Fe Pacific Corporation
incorporated in this Prospectus by reference to the Company's Annual Report on
Form 10-K for the year ended December 31, 1992, have been so incorporated in
reliance on the report of Price Waterhouse, independent accountants, given on
the authority of said firm as experts in auditing and accounting.
The financial statements for the Business of Gold Fields Mining Company
Subject to the Asset Exchange Agreement Between Hanson Natural Resources
Company and Santa Fe Pacific Corporation incorporated by reference in the
Company's Current Report on Form 8-K dated June 25, 1993 as amended by the
Current Report on Form 8-K/A (Amendment No. 1) have been so incorporated in
reliance upon the report of Ernst & Young, independent auditors, given upon the
authority of said firm as experts in auditing and accounting.
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