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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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To All Santa Fe Pacific Corporation Shareholders:
DON'T LET UNION PACIFIC DERAIL
THE BURLINGTON NORTHERN-SANTA FE MERGER
THE MERGER OF BURLINGTON NORTHERN AND SANTA FE IS CLEARLY IN THE
BEST INTERESTS OF SANTA FE SHAREHOLDERS
Union Pacific's hostile proposal is illusory because we believe it will not be
approved by the Interstate Commerce Commission (ICC), whose approval is
necessary for mergers in the railroad industry. We believe Union Pacific is only
trying to prevent the creation of a formidable competitor by seeking to block
the proposed Burlington Northern-Santa Fe merger. Union Pacific is the dominant
railroad in the West and will benefit if no transaction of any kind takes
place--leaving Santa Fe without a merger partner.
The pro-competitive end-to-end proposed merger of Burlington Northern and Santa
Fe is in the best interests of Santa Fe shareholders. It is real, can be
approved by the ICC, and offers shareholders the opportunity to participate in
the increase in shareholder value resulting from the combination.
It is very important to understand the following facts about the proposed
Burlington Northern-Santa Fe merger and Union Pacific's hostile proposal:
BURLINGTON NORTHERN-SANTA FE PACIFIC MERGER
ICC APPROVAL LIKELY
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BECAUSE A MERGER OF BURLINGTON NORTHERN AND SANTA FE WOULD BE AN END-TO-END
COMBINATION OF RAILROAD SYSTEMS, RESULTING IN INCREASED RAIL COMPETITION, WE
BELIEVE ICC APPROVAL OF THE MERGER IS LIKELY. Without ICC approval, no railroad
merger can take place. This is very important because we believe a Burlington
Northern-Santa Fe merger fits the ICC's criteria, while the Union Pacific
proposal does not.
SIGNIFICANT BENEFITS FOR SANTA FE SHAREHOLDERS
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The merger is expected to result in an annual increase in operating income of
approximately $560 million when revenue growth of approximately $300 million and
cost savings of up to $450 million are realized. This improved performance
significantly increases earnings per share and enhances shareholder value.
PRO-COMPETITIVE AND ENDORSED BY SHIPPERS
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The Burlington Northern-Santa Fe merger is pro-competitive and has already
received more than 450 letters of support from shippers such as American Honda
Motor Corporation, ConAgra, Coors Brewing Company, Ford Motor Corporation,
General Motors, J.B. Hunt Transport, Nestle and Phelps Dodge Corporation.
These letters are included in our ICC filing.
UNION PACIFIC'S HOSTILE AND ILLUSORY PROPOSAL
UNION PACIFIC'S ILLUSORY PROPOSAL
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The Union Pacific proposal is unlikely to be consummated. WITHOUT APPROVAL FROM
THE ICC, A MERGER OF UNION PACIFIC AND SANTA FE WILL NEVER HAPPEN AT ANY PRICE.
Union Pacific and Santa Fe compete in numerous markets. The Union Pacific
proposal would eliminate choice and competition for customers throughout the
Western United States and increase Union Pacific's existing dominance in this
area. These are reasons we believe the ICC would not approve such a combination.
UNION PACIFIC FEARS FORMATION OF FORMIDABLE COMPETITOR
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Union Pacific has much to gain by causing the defeat of the Burlington
Northern-Santa Fe merger, even if it never succeeds in acquiring Santa Fe.
Remember--a combined Burlington Northern-Santa Fe would create the largest
railroad in the nation and pose a formidable competitive threat to Union
Pacific.
UNION PACIFIC: ACTING IN ITS OWN SELF-INTEREST, NOT IN YOURS
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Union Pacific has no reason to look out for the interests of Santa Fe
shareholders. Union Pacific has no obligation to you and is free to pursue its
own agenda by any means available. If Union Pacific is successful in blocking
the Burlington Northern-Santa Fe merger, UNION PACIFIC CAN ABANDON SANTA FE
SHAREHOLDERS AND WALK AWAY FROM ITS PROPOSAL.
SANTA FE HAS AN OUTSTANDING TRACK RECORD OF CREATING VALUE
From December 1990 through September 1994, the value of Santa Fe common stock
has grown at a compound annual rate of approximately 40 percent--more than
triple the return of the Standard and Poor's 500 Index, assuming the
reinvestment of dividends. Over the past several years, Santa Fe has undertaken
a number of important strategic initiatives to enhance shareholder value--the
merger of Burlington Northern and Santa Fe is just the most recent example.
In the merger, Santa Fe shareholders will receive 0.27 shares of Burlington
Northern common stock for each Santa Fe share.
DON'T RISK YOUR INVESTMENT IN SANTA FE ON AN ILLUSORY PROPOSAL.
DON'T LET UNION PACIFIC BENEFIT AT YOUR EXPENSE.
VOTE FOR THE BURLINGTON NORTHERN-SANTA FE MERGER BY SIGNING,
DATING AND MAILING THE WHITE PROXY CARD TODAY.
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Please make sure your latest dated proxy is a WHITE card voting FOR the
Burlington Northern-Santa Fe merger. A FAILURE TO VOTE WILL HAVE THE SAME EFFECT
AS A VOTE AGAINST THE MERGER. If you have any questions or need assistance
voting your Santa Fe shares, please call either of our proxy solicitors:
D.F. KING & CO., INC. 1-800-697-6974 (toll-free)
or
(LOGO) MACKENZIE PARTNERS, INC. 1-800-322-2885 (toll-free)
(LOGO) Santa Fe Pacific Corporation October 19, 1994
