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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. 4
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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, the amendment to the Original Schedule 14D-9
("Amendment No. 2") filed with the Commission on December 13, 1994 and the
amendment to the Original Schedule 14D-9 ("Amendment No. 3") filed with the
Commission on December 14, 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 9. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT INDEX
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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 shareholders 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 shareholders of the Company, dated
December 14, 1994.****
Exhibit 8 --Press Release issued by the Company on December 14,
1994.****
Exhibit 9 --Press Release issued by the Company on December 15,
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.
****Previously filed with Amendment No. 3.
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 15, 1994
(Date)
2
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[LOGO OF SANTA FE PACIFIC]
FOR IMMEDIATE RELEASE MEDIA CONTACT: CATHERINE WESTPHAL
#80 (708) 995-6273
JOELE FRANK
ABERNATHY MACGREGOR SCANLON
(212) 371-5999
SANTA FE RESPONDS TO UNION PACIFIC
SCHAUMBURG, ILLINOIS, DECEMBER 15, 1994 - In response to a letter received
from Drew Lewis, chairman of Union Pacific Corporation, Robert D. Krebs, Santa
Fe's chairman, president and chief executive officer, issued the following reply
to Mr. Lewis:
Mr. Drew Lewis, Chairman
Union Pacific Corporation
Martin Tower
Eighth and Eaton Avenues
Bethlehem, Pennsylvania 18018
Dear Drew:
This is in response to your letter dated December 14, 1994 concerning the
process that Santa Fe is currently pursuing. Your letter assumes that Santa Fe
is conducting an auction. In fact, however, the board of Santa Fe has never put
the company up for sale. Instead, subject to shareholder approval, the board
agreed to a strategic combination with the Burlington Northern, which is
designed to achieve significant long-term growth for Santa Fe's shareholders far
beyond the current value of the Burlington Northern stock that is to be
exchanged in the merger. After that agreement was announced, Union Pacific made
an unsolicited merger proposal to Santa Fe.
As you know, under our contract with Burlington Northern, Santa Fe could
not provide confidential information to or negotiate with any other potential
merger partner unless the board was advised by counsel that it had a fiduciary
duty to do so. After Union Pacific improved its offer and obtained the ICC
staff's approval of its proposed voting trust, we were advised by our counsel
that we did have a fiduciary duty to provide information and to negotiate with
Union Pacific. In the past two weeks, we have made available to Union Pacific
all of the information that was given to Burlington Northern, and more. In fact,
at a meeting in our office on December 4, 1994, your executive vice
president-finance, L. White Matthews III, told a group of our senior officers
that the amount of information Union Pacific had received from Santa Fe was more
than they "dreamed" of obtaining. In addition, we have negotiated in good faith
the terms of Union Pacific's proposed merger agreement and tender offer.
-more-
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SFP - Page 2
Throughout our discussions over the past two weeks we have continually
emphasized the need for Union Pacific to improve its offer as soon as possible.
We have also been negotiating with Burlington Northern with a view toward
improving the existing merger agreement. In all of these discussions, our goal
has been to achieve the best result for our shareholders, taking into account
both short-term and long-term objectives.
I believe that we have done everything we can to enable Union Pacific to
improve its offer, and, as our financial advisors have been telling your
financial advisors for many days, we hope you will do so promptly. The process
we have followed is designed to promote the best interests of our shareholders.
Sincerely,
/s/Rob
The following letter was received from Union Pacific on December 14, 1994:
Mr. Robert D. Krebs
Chairman, President and CEO
Santa Fe Pacific Corporation
1700 East Golf Road
Schaumburg, IL 60173
Dear Rob:
I am writing to advise you, as requested by your advisors, of our position
concerning our merger proposal.
Our response at this stage is a function of Santa Fe's having pursued a
flawed sale process. Your advisors have repeatedly demanded that we improve our
proposal while refusing to establish any procedures for considering competing
proposals on a fair and equal basis. In fact, your advisors have frequently told
us you will not negotiate with Union Pacific unless we agree to pay at least $20
per Santa Fe share. This position is clearly inconsistent with your negotiating
and recommending several transactions with Burlington Northern at prices well
below $20.
We believe our current proposal is an extremely attractive one and in the
best interests of Santa Fe and its shareholders and customers. Despite this, you
have continued to pursue a process that favors any result other than a
transaction with Union Pacific. We are prepared to continue discussions with
you, but we urge you to establish a fair and open sale process.
Sincerely,
/s/Drew
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