<PAGE>
As filed with the Securities and Exchange Commission on October 11, 1994
Registration No. 33-___________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________________________
SANTA FE PACIFIC CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 36-3258709
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
1700 East Golf Road, Schaumburg, Illinois 60173-5860
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
THE SANTA FE PACIFIC RETIREMENT AND SAVINGS PLAN
FOR SALARIED EMPLOYEES
(FULL TITLE OF THE PLAN)
Jeffrey R. Moreland, Esq.
1700 East Golf Road
Schaumburg, Illinois 60173-5860
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(708) 995-6000
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
================================================================================
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered Per Share/(1)/ Offering Price/(1)/ Fee
- --------------------------------------------------------------------------------
Common Stock 3,000,000
($1.00 par shares $12.5625 $37,687,500 $12,995.69
value)
- --------------------------------------------------------------------------------
Interests in
Retirement
and Savings - - - - - - - -
Plan /(2)/
================================================================================
(1) Pursuant to Rules 457(c) and (h) under the Securities Act of 1933,
the proposed maximum offering price per share is the average of the high and low
price of Common Stock reported by the New York Stock Exchange on October 5,
1994.
(2) Pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of plan interests to
be offered or sold pursuant to the Santa Fe Pacific Retirement and Savings Plan
for Salaried Employees.
================================================================================
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I
INFORMATION REQUIRED IN THE PROSPECTUS
The information called for in Part I of Form S-8 is currently included in
the prospectus for The Santa Fe Pacific Retirement and Savings Plan for Salaried
Employees (the "Plan"), and is not being filed with or included in this Form S-8
in accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission").
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II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
---------------------------------------
Santa Fe Pacific Corporation (the "Registrant") and the Plan incorporate
herein by reference the following documents, as filed with the Commission:
(i) The Registrant's 1993 Annual Report on Form 10-K for the fiscal
year ended December 31, 1993, (File No. 1-8627), and Annual Reports
on Form 10-K/A (Amendment No. 1 dated June 29, 1994 and Amendment
No. 2 dated October 5, 1994) with respect thereto;
(ii) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1994, and Quarterly Report on Form 10-QA (Amendment
No. 1 dated October 1, 1994) with respect thereto;
(iii) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1994, and Quarterly Report on Form 10-QA (Amendment
No. 1 dated October 1, 1994) with respect thereto;
(iv) The Registrant's Current Report on Form 8-K dated January 19, 1994;
(v) The Registrant's Current Report on Form 8-K dated June 29, 1994,
and Current Report on Form 8-K/A (Amendment No. 1 dated July 29,
1994) with respect thereto;
(vi) The Registrant's Current Report on Form 8-K dated August 3, 1994,
and Current Report on Form 8-K/A (Amendment No. 1 dated October 5,
1994) with respect thereto;
(vii) The Registrant's Current Report on Form 8-K dated October 5, 1994;
and
(viii) The description of the Santa Fe Pacific Corporation Common Stock
(the "Common Stock") as set forth under the sections "Comparison of
Certain Revisions of Certificates of Incorporation and By-Laws of
SFSP, Santa Fe and Southern Pacific" and "Description of Common
Stock of SFSP" in the Joint Proxy Statement-Prospectus of Santa Fe
and Southern Pacific, dated November 10, 1983, which sections are
incorporated by reference in Item 4 of the Company's registration
statement on Form 8-B filed with the Commission on November 29,
1983.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934 subsequent to the date hereof
and prior to the filing of a post-effective amendment, which indicate that all
of the securities offered hereby have been sold or which deregister all such
securities remaining unsold, shall be deemed to be incorporated by reference
herein and to be part hereof from the date of filing of such documents.
II-1
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ITEM 4. DESCRIPTION OF SECURITIES.
-------------------------
The Registrant's Common Shares are registered under Section 12 of the
Securities Exchange Act of 1934.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
-------------------------------------
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
-----------------------------------------
The Registrant's Restated Certificate of Incorporation provides that
directors of the Registrant will not be personally liable for monetary damages
for breaches of fiduciary duty as directors, except for liability for: (1) any
breach of the duty of loyalty to the Registrant or its shareholders, (2) acts or
omissions not in good faith or that involve intentional misconduct or a knowing
violation of law, (3) dividends or other distributions of corporate assets that
are in contravention of certain statutory or contractual restrictions or (4) any
transaction from which the director derives an improper personal benefit.
The General Corporation Law of the State of Delaware (the "Delaware
Statute") provides for indemnification of directors, officers and employees in
certain situations. The Delaware Statute, by its terms, expressly permits
indemnification where such a person acted in good faith and in a manner such
person reasonably believed to be in, or not opposed to, the corporation's best
interests, and, in a criminal action, if such person had no reasonable cause to
believe that his or her conduct was unlawful. In the case of a claim by a third
party (i.e., a party other than the corporation), the Delaware Statute expressly
permits indemnification for expenses, judgments, settlement payments, and other
costs. In the case of a claim by or in the right of the corporation (including
stockholder derivative suits), the Delaware Statute expressly provides for
indemnification for expenses only, and not for amounts paid in judgment or
settlement of such actions. Moreover, a corporation cannot, under the Delaware
Statute, provide for indemnification against expenses in the case of an action
by or in the right of the corporation if the person seeking indemnification is
adjudged liable to the corporation, unless the indemnification is ordered by a
court. The Delaware Statute also permits advancement of expenses to directors
and officers upon receipt of any undertaking by such director or officer to
repay all amounts advanced if it shall ultimately be determined that he or she
is not entitled to be indemnified by the corporation. In addition, the Delaware
Statute specifically provides that its terms shall not be deemed exclusive of
any other right to indemnification to which a director, officer or employee may
be entitled under any by-law, agreement, or vote of stockholders or
disinterested directors.
In addition, the By-Laws of the Registrant provide that the Registrant
shall indemnify, to the full extent permitted by law, any person made, or
threatened to be made, a party to an action, suit, or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he or his
legal representative or the legal representative of his estate, is or was a
director, officer, or employee of the Registrant, or served or serves any other
enterprise or organization at the request of the Registrant. The Registrant has
also entered into individual indemnification agreements with its directors and
officers. At an annual meeting of stockholders on April 28, 1987, the
Registrant's stockholders ratified such agreements and authorized substantially
similar agreements in the future with directors, officers and key employees.
The indemnification provided by such agreements is described in the Registrant's
Notice of Annual Meeting of Stockholders-Proxy Statement dated March 18, 1987 at
pages 21 through 24 and such description is incorporated herein by reference.
The Registrant also maintains directors' and officers' liability insurance.
II-2
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The Plan states that the Registrant (and any other corporations affiliated
with that company which participate in the Plan) shall indemnify and hold
harmless each member of its Board of Directors, the Plan Administrator, and each
of its officers and employees from and against any personal liability (including
all expenses reasonably incurred in the defense thereof) for the breach of any
responsibility, obligation or duty in connection with any act done or omitted to
be done in good faith in the management and administration of the Plan and the
investment and handling of the accounts related thereto.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit No. Description
----------- -----------
4(a) Restated Certificate of Incorporation of the
Registrant, as amended April 26, 1989.
Incorporated by reference to Exhibit 3(a) to the
Registrant's Report on Form 10-K for the fiscal
year ended December 31, 1989.
4(b) Bylaws of the Registrant, as amended April 27,
1993. Incorporated by reference to Exhibit 3 to
the Registrant's Report on Form 10-Q for the
quarter ended March 31, 1993.
5(a) Opinion of Counsel regarding legality of
securities
23(a) Consent of Price Waterhouse, independent
accountant.
23(b) Consent of Counsel (included in Exhibit 5)
24 Power of Attorney
The Registrant hereby undertakes that it will submit or has submitted the
Plan and any amendment thereto to the Internal Revenue Service ("IRS") in a
timely manner and has made or will make all changes required by the IRS in order
to qualify the Plan under Section 401 of the Internal Revenue Code of 1986, as
amended.
ITEM 9. UNDERTAKINGS.
A. INDEMNIFICATION
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described in Item 6 above, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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B. SUBSEQUENT EXCHANGE ACT DOCUMENTS
The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at the time shall be deemed to be
the initial bona fide offering thereof.
C. OTHER UNDERTAKINGS
The Registrant hereby also undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Schaumburg, State of Illinois, on October 7,
1994.
SANTA FE PACIFIC CORPORATION
By Denis E. Springer
Its: Senior Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on October 7, 1994.
Signature Title
--------- -----
*Robert D. Krebs Chairman, President, Chief Executive
---------------- Officer and Director
Robert D. Krebs (Principal Executive Officer)
*Denis E. Springer Senior Vice President and
------------------ Chief Financial Officer
Denis E. Springer (Principal Financial Officer)
*Thomas N. Hund Vice President and Controller
--------------- (Principal Accounting Officer)
Thomas N. Hund
*Joseph F. Alibrandi Director
--------------------
Joseph F. Alibrandi
*George Deukmejian Director
------------------
George Deukmejian
*Bill M. Lindig Director
---------------
Bill M. Lindig
*Michael A. Morphy Director
------------------
Michael A. Morphy
II-5
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*Roy S. Roberts Director
--------------------
Roy S. Roberts
*John S. Runnells II Director
--------------------
John S. Runnells II
*Jean Head Sisco Director
--------------------
Jean Head Sisco
*Edward F. Swift Director
--------------------
Edward F. Swift
*Robert H. West Director
--------------------
Robert H. West
*By: Denis E. Springer
Attorney-in-Fact pursuant to the power of
attorney included as Exhibit 24 to this
Registration Statement
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
Plan has duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Schaumburg, State of
Illinois, on October 7, 1994.
THE SANTA FE PACIFIC RETIREMENT AND SAVINGS
PLAN FOR SALARIED EMPLOYEES
By: Carol R. Beerbaum
Its: Chairman of Employee Benefits Committee
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EXHIBIT INDEX
-------------
SUBSEQUENTLY
NUMBERED
EXHIBIT NO. DESCRIPTION PAGE
- ----------- ----------- ------------
4(a) Restated Certificate of Incorporation of the
Registrant, as amended April 26, 1989.
(Incorporated by reference to Exhibit 3(a) to
the Registrant's Report on Form 10-K for the
fiscal year ended December 31, 1989.
4(b) Bylaws of the Registrant, as amended April 27,
1993. (Incorporated by reference to Exhibit 3
to the Registrant's Report on Form 10-Q for
the quarter ended March 31, 1993.
5(a) Opinion of Counsel regarding Legality of Securities
23(a) Consent of Price Waterhouse, independent accountant.
23(b) Consent of Counsel (included in Exhibit 5)
24 Power of Attorney
The Registrant hereby undertakes that it will submit or has submitted the
Plan and any amendment thereto to the Internal Revenue Service ("IRS") in a
timely manner and has made or will make all changes required by the IRS in order
to qualify the Plan under Section 401 of the Internal Revenue Code of 1986, as
amended.
<PAGE>
October 7, 1994
Santa Fe Pacific Corporation
1700 East Golf Road
Schaumburg, Illinois, 60173-5860
Gentlemen:
I am Counsel to Santa Fe Pacific Corporation, a Delaware corporation (the
"Company"), and as such have participated in the registration of 3,000,000
shares of the Company's Common Stock, $1.00 par value (the "Shares"), by the
Company on a Registration Statement filed with the Securities and Exchange
Commission on Form S-8 (the "Registration Statement"). The Shares are issuable
in connection with The Santa Fe Pacific Retirement and Savings Plan for Salaried
Employees (the "Plan"). I have examined the Restated Certificate of
Incorporation of the Company in the form incorporated by reference as Exhibit
4(a) to the Registration Statement, and such other records and documents as I
have deemed necessary for the purposes of this opinion.
Based upon the foregoing, I are of the opinion that the Shares have been
duly authorized and, when issued, delivered and paid for in accordance with the
terms of the Plan, will be validly issued, fully paid and non-assessable.
I consent to the filing of this opinion as an Exhibit to the Registration
Statement.
Very truly yours,
/s/ Jeffrey R. Moreland
20066391.1
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 4, 1994, except for the
retroactive restatement described in Note 2 of the notes to consolidated
financial statements, as to which the date is June 29, 1994, appearing on page
11 of Santa Fe Pacific Corporation's Form 8-K/A dated October 5, 1994. We also
consent to the incorporation by reference of our report on the Consolidated
Financial Statement Schedules, which appears on page 38 of Santa Fe Pacific
Corporation's Form 8-K dated August 3, 1994.
Price Waterhouse LLP
Kansas City, Missouri
October 7, 1994
<PAGE>
POWER OF ATTORNEY
WHEREAS, SANTA FE PACIFIC CORPORATION, a Delaware corporation (the
"Company"), will file with the Securities and Exchange Commission, under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on Form S-8 relating to Santa Fe Pacific Retirement and Savings Plan for
Salaried Employees (the "Plan"); and
WHEREAS, the undersigned serve the Company in the capacities indicated.
NOW THEREFORE, each person whose signature appears below hereby authorizes
any Authorized Officer acting alone to execute in the name of such person and in
the capacity indicated below, and to file, any amendments to the registration
statement which any Authorized Officer deems necessary or advisable to enable
the Company to comply with the Securities Act of 1933, as amended, and any
rules, regulations, and requirements of the Securities and Exchange Commission
in respect thereof, and to take any other action on behalf of such persons which
any Authorized Officer deems necessary or desirable in connection herewith. The
term "Authorized Officer" as applied with respect to any action taken pursuant
to this authorization means (i) any person who is the Company's Chief Executive
Officer or Chief Financial Officer, or the Vice President-Law of the Company's
subsidiary, The Atchison, Topeka and Santa Fe Railway Company, at the time such
action shall be taken and (ii) any other officer of the Company or of a
wholly-owned subsidiary of the Company who shall be authorized by any person
identified in clause (i) to act as an Authorized Officer for purposes of this
paragraph.
Pursuant to the requirements of the Securities Act of 1933, this Power of
Attorney has been signed by the following persons in the capacities indicated
and on the 26th day of September, 1994.
Signature Title
/s/ Robert D. Krebs Chairman, President, Chief Executive
- -------------------------------- Officer and Director
Robert D. Krebs
/s/ Denis E. Springer
- -------------------------------- Senior Vice President and Chief Financial
Denis E. Springer Officer
/s/ Thomas N. Hund
- -------------------------------- Vice President and Controller
Thomas N. Hund
/s/ Joseph F. Alibrandi
- -------------------------------- Director
Joseph F. Alibrandi
/s/ George Deukmejian
- -------------------------------- Director
George Deukmejian
/s/ Bill M. Lindig
- -------------------------------- Director
Bill M. Lindig
/s/ Michael A. Morphy
- -------------------------------- Director
Michael A. Morphy
/s/ Roy S. Roberts
- -------------------------------- Director
Roy S. Roberts
/s/ John S. Runnells II
- -------------------------------- Director
John S. Runnells II
/s/ Jean Head Sisco
- -------------------------------- Director
Jean Head Sisco
/s/ Edward F. Swift
- -------------------------------- Director
Edward F. Swift
/s/ Robert H. West
- -------------------------------- Director
Robert H. West
