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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. 3
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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, the
amendment to the Original Schedule 14D-9 ("Amendment No. 1") filed with the
Commission on December 1, 1994 and the second amendment to the Original
Schedule 14D-9 ("Amendment No. 2") filed with the Commission on December 13,
1994. 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 continues to recommend that stockholders do not accept
the Union Pacific Offer at this time. That recommendation remains subject to
change as events unfold that will clarify whether a transaction with Union
Pacific is in the stockholders' best interest.
(b) Reasons for Position. Union Pacific has obtained an informal non-binding
opinion from the staff of the ICC that Union Pacific's proposed voting trust is
consistent with applicable ICC policies. However, there remain other areas of
concern with Union Pacific's Offer, including the Company's belief that Union
Pacific should improve the financial terms of its offer.
In addition, the Union Pacific Offer is subject to a number of conditions
that are of concern to the Company. These conditions provide Union Pacific with
the broad discretionary ability to terminate its Offer upon the occurrence of
certain events, many of which are not necessarily in the direct control of the
Company. Such conditions include, but are not limited to, the occurrence of: a
threat or commencement of any action or proceeding by any person challenging
the transactions contemplated by the Offer or any subsequent merger; any
material adverse change in prices generally of shares on the New York Stock
Exchange; armed hostilities directly or indirectly involving the United States;
and any tender or exchange offer or any public proposal of a tender or exchange
offer for any common stock of the Company by any other person.
Also, the merger agreement that Union Pacific is asking the Company to
execute as a condition to consummating the Offer would require that the Company
make a number of representations and warranties and that the accuracy of those
representations and warranties be a condition to consummation of the merger.
This requirement is problematic for the Company because it creates a risk that
Union Pacific could consummate the Offer but fail to consummate the merger,
leaving Santa Fe's present stockholders as minority stockholders.
The Company has exchanged information and had discussions with Union Pacific
regarding the terms of its proposal. Those discussions are ongoing and have not
yet reached a resolution. The Company believes, on the basis of its discussions
with Union Pacific, that a number of the conditions to the Union Pacific Offer
may be modified or eliminated by Union Pacific through continued negotiation.
However, Union Pacific has not amended the terms of its proposal to address
these issues and there can be no assurance that the Company or Union Pacific
can reach any agreement.
In addition, representatives of the Company and representatives of Burlington
Northern have commenced discussions concerning possible revisions to the
proposed transaction between the Company and Burlington Northern, including a
possible change to the exchange ratio in the merger, possible tender offers for
the Company's stock by the Company and Burlington Northern contingent upon
stockholder approval of the merger, and possible stock repurchases by the
Company during the period preceding consummation of the merger. Those
discussions are in the preliminary stages and there can be no assurance that
any revisions will be made.
The Company continues to believe that it would be a mistake for the Company
and its stockholders to give up the benefit of the Burlington Northern Merger
Agreement unless and until a better arrangement is clearly available.
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ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
Amendment No. 1 to the Original Schedule 14D-9 incorrectly stated that
Goldman Sachs would receive a transaction fee of .045% of the aggregate
consideration in a merger with, or sale of stock or assets to, Burlington
Northern or Union Pacific. The transaction fee will, in fact, be based upon
0.45% of the aggregate consideration. Amendment No. 1 correctly stated that the
maximum transaction fee is $12.5 million.
ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY.
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 been engaged in ongoing
discussions regarding the possible terms of a merger agreement between the
Company and Union Pacific.
Representatives of the Company and representatives of Burlington Northern
have commenced discussions concerning possible revisions to the proposed
transaction between the Company and Burlington Northern, including a possible
change to the exchange ratio in the merger, possible tender offers for the
Company's stock by the Company and Burlington Northern contingent upon
stockholder approval of the merger, and possible stock repurchases by the
Company during the period preceding consummation of the merger. Those
discussions are in the preliminary stages and there can be no assurance that
any revisions will be made.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT INDEX
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<CAPTION>
SEQUENTIAL
EXHIBIT NUMBERED
NO. DESCRIPTION PAGE
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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 Stockholders 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 Stockholders of the Company, dated
December 14, 1994.
Exhibit 8 --Press Release issued by the Company on December 14,
1994.
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*Previously filed with the Original Schedule 14D-9
**Previously filed with Amendment No. 1.
***Previously filed with Amendment No. 2.
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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.
/s/ Jeffrey R. Moreland
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Jeffrey R. Moreland
Vice President--Law and General
Counsel
December 14, 1994
(Date)
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Exhibit 7
[LOGO]
December 14, 1994
Dear Shareholder:
I am writing to update you on recent developments. The Special Meeting of
Santa Fe's shareholders to consider the merger with Burlington Northern has
been postponed to January 27, 1995, with the place and time to be announced.
In addition, the record date for the Special Meeting has been changed from
October 19, 1994 to December 27, 1994. The postponement will allow Santa Fe's
Board of Directors and shareholders more time to consider the alternatives in
connection with the proposals to acquire or merge with Santa Fe.
Santa Fe previously 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 Santa Fe. Certain
representatives and advisors of Union Pacific were also invited to Santa Fe's
offices where representatives of Santa Fe and representatives of Union Pacific
exchanged certain additional financial information. Santa Fe and Union Pacific
have been engaged in ongoing discussions regarding the possible terms of a
merger agreement between Santa Fe and Union Pacific. Those discussions are
ongoing and have not yet reached a resolution.
In addition, we have commenced discussions with Burlington Northern
concerning possible revisions to the proposed transaction between Santa Fe and
Burlington Northern, including a possible change to the exchange ratio in the
merger, possible tender offers for Santa Fe's stock by the Company and
Burlington Northern contingent upon stockholder approval of the merger, and
possible stock repurchases by the Company during the period preceding
consummation of the merger. Those discussions are in the preliminary stages and
there can be no assurance that any revisions will be made.
Attached is the most recent amendment to Santa Fe's Schedule 14D-9, which
formally responds to the Union Pacific tender offer. Please review it carefully.
THE BOARD URGES YOU NOT TO TENDER YOUR SHARES INTO UNION PACIFIC'S TENDER
OFFER AT THIS TIME. It would be a mistake for Santa Fe and its shareholders to
give up the benefit of the Burlington Northern Merger Agreement unless and until
a better arrangement is clearly available. We are continuing to evaluate the
alternatives for you and Santa Fe and will keep you advised regarding any
further developments.
ON BEHALF OF THE BOARD OF DIRECTORS
Sincerely,
ROBERT D. KREBS
Chairman, President and
Chief Executive Officer
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Exhibit 8
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FOR IMMEDIATE RELEASE
SANTA FE PACIFIC POSTPONES SHAREHOLDERS MEETING AND SETS NEW
RECORD DATE FOR VOTE
Schaumburg, Illinois, December 14, 1994 -- Santa Fe Pacific Corporation
announced that it has postponed the special shareholders meeting to vote on a
merger with Burlington Northern Inc. from December 16, 1994 to January 27, 1995.
The record date for the special meeting has been changed from October 19, 1995
to December 27, 1994.
Santa Fe stated that the postponement will allow its board of directors and
shareholders more time to consider the alternatives in connection with the
proposals to acquire or merge with Santa Fe. Santa Fe previously announced that
it would meet with Union Pacific in an effort to clarify and improve Union
Pacific's Offer. Representatives of Union Pacific have been given access to
various information relating to Santa Fe. Certain representatives and advisors
of Union Pacific were also invited to Santa Fe's offices where representatives
of Santa Fe and representatives of Union Pacific exchanged certain additional
financial information. Santa Fe and Union Pacific have been engaged in ongoing
discussions regarding the possible terms of a merger agreement between Santa Fe
and Union Pacific. These discussions are ongoing and have not yet reached a
resolution. In addition, Santa Fe today filed an amended Schedule 14D-9 stating
that representatives of Santa Fe and representatives of Burlington Northern have
commenced discussions concerning possible revisions to the proposed transaction
between Santa Fe and Burlington Northern, including a possible change to the
exchange ratio in the merger, possible tender offers for Santa Fe stock by Santa
Fe and Burlington Northern contingent upon stockholder approval of the merger,
and possible stock repurchases by Santa Fe during the period preceding
consummation of the merger. Those discussions are in the preliminary stages and
there can be no assurance that any revisions will be made. The full text of the
amended Schedule 14D-9 follows.
