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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. 2
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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 and
the amendment to the Original Schedule 14D-9 ("Amendment No. 1") filed with the
Commission on December 1, 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.
The Company has also explained that the Union Pacific Offer is subject to a
number of conditions that are of concern to the Company. This concern is based
on the Company's belief that many of the conditions to the Union Pacific Offer
could be modified or eliminated through negotiation to better protect the
interests of the Company's 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. 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.
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. Those discussions are
in the preliminary stages and there can be no assurance that any revisions will
be made.
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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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<C> <S> <C>
Exhibit 1 --Pages 36 to 39 of the Company's Joint Proxy
Statement/Prospectus dated October 12, 1994.*
Exhibit 2 --Form of Letter to Stockholders of the Company, dated
November 22, 1994.*
Exhibit 3 --Form of Press Release issued by the Company on
November 22, 1994.*
Exhibit 4 --Press Release issued by the Company on November 29,
1994.**
Exhibit 5 --Form of Letter to shareholders of the Company, dated
December 1, 1994.**
Exhibit 6 --Press Release issued by the Company on December 13,
1994.
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*Previously filed with the Original Schedule 14D-9
**Previously filed with Amendment No. 1.
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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 13, 1994
(Date)
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EXHIBIT 6
FOR IMMEDIATE RELEASE
SANTA FE PACIFIC FILES AMENDED SCHEDULE 14D-9
Schaumburg, Illinois, December 13, 1994 -- Santa Fe Pacific Corporation today
filed an amendment to its Schedule 14D-9. The amended filing discloses 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. Those discussions are in the
preliminary stages and there can be no assurance that any revisions will be
made. The full text of the amendment to the Schedule 14D-9 follows.
