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SCHEDULE 14A
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[x] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
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SANTA FE PACIFIC CORPORATION
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
SANTA FE PACIFIC CORPORATION
(NAME OF PERSON(S) FILING PROXY STATEMENT)
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Payment of Filing Fee (Check the appropriate box):(/1/)
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[x] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies: Santa Fe
Pacific Corporation common stock, par value $1.00 per share.
2) Aggregate number of securities to which transaction applies: 186,523,992
shares of Santa Fe Pacific Corporation common stock.
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: $52 3/8(/2/)
4) Proposed maximum aggregate value of transaction: $2,637,682,402(/2/)
(/1/) The filing fee previously was paid with the initial filing of the
preliminary proxy materials on August 8, 1994.
(/2/) For purposes of calculating the filing fee only. Upon consummation of the
Merger, each outstanding share of Santa Fe Pacific Corporation common
stock, par value $1.00 per share, will be converted into the right to
receive 0.27 shares of Burlington Northern Inc. common stock, no par
value. The proposed maximum aggregate value of the transaction described
in the preliminary proxy materials is equal to one-fiftieth of one
percent of $2,637,682,402 (calculated based on the number of shares of
Santa Fe Pacific Corporation common stock outstanding as of June 30,
1994, the average of the high and low reported prices of Burlington
Northern Inc. common stock on August 5, 1994 and the exchange ration of
0.27).
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid: ..........
2) Form, Schedule or Registration
Statement No.: ...................
3) Filing Party: ....................
3) Date Filed: ......................
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[LETTERHEAD OF SANTA FE PACIFIC]
FOR IMMEDIATE RELEASE MEDIA CONTACT: CATHERINE WESTPHAL
#59 (708) 995-6273
JOELE FRANK
ABERNATHY MACGREGOR SCANLON
(212) 371-5999
SANTA FE PACIFIC CORPORATION WILL CONSIDER REVISED UP PROPOSAL
SCHAUMBURG, ILLINOIS, OCTOBER 30, 1994 - The Santa Fe Pacific Corporation
stated that its board will consider the revised, non-binding Union Pacific
proposal to acquire Santa Fe. Santa Fe pointed out that the Union Pacific
proposal requires Santa Fe to terminate its existing merger agreement with
Burlington Northern Inc. and that the Union Pacific proposal is subject to a
number of conditions including the approval of the Interstate Commerce
Commission (ICC). Santa Fe believes the ICC is unlikely to approve the Union
Pacific proposal. Santa Fe also believes the ICC is likely to approve its merger
with Burlington Northern.
On October 26, 1994, Santa Fe and Burlington Northern amended their merger
agreement so that Santa Fe shareholders will receive 0.34 shares of Burlington
Northern common stock for each share of Santa Fe common stock. Based on the
closing price of Burlington Northern stock on October 28, 1994, this represents
a price of $17.21 per share.
The Burlington Northern-Santa Fe merger is expected to produce annual
increases in operating income of $560 million when revenue increases of over
$300 million and cost savings of over $450 million are realized. It is estimated
that the merger would improve earnings per share to Santa Fe shareholders by
approximately 76% in the first year after the merger is completed. Assuming
current dividend policies, dividends per equivalent Santa Fe share would
quadruple to $0.41 from $0.10 per share.
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