SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No.1
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For The Quarterly Period Ended June 30, 1994
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________
Commission File Number: 1-8627
SANTA FE PACIFIC CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 36-3258709
(State of Incorporation) (I.R.S. Employer Identification No.)
1700 East Golf Road, Schaumburg, Illinois 60173-5860
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (708) 995-6000
<PAGE>
<TABLE>
PART I
FINANCIAL INFORMATION
SANTA FE PACIFIC CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
(In millions, except per share data)
<CAPTION>
Three Months Six Months
Ended June 30, Ended June 30,
1994 1993 1994 1993
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Operating Revenues $ 658.2 $ 609.1 $ 1,289.7 $ 1,192.3
---------- ---------- ---------- ----------
Operating Expenses
Compensation and benefits 209.2 204.1 416.8 405.0
Contract services 94.1 82.0 178.1 154.1
Fuel 61.2 59.6 120.1 118.8
Equipment rents 62.0 53.0 122.4 104.7
Depreciation and amortization 50.1 46.8 99.2 92.8
Materials and supplies 32.3 35.2 64.8 64.2
Other 51.9 46.3 100.2 99.4
---------- ---------- ---------- ----------
Total Operating Expenses 560.8 527.0 1,101.6 1,039.0
---------- ---------- ---------- ----------
Operating Income 97.4 82.1 188.1 153.3
Equity in Earnings of Pipeline 10.7 8.9 17.0 14.6
Interest Expense 30.9 34.4 59.9 69.6
Gain on Sale of California Lines - - - 145.4
Other Income (Expense)-Net 6.7 (8.5) 32.7 (14.1)
---------- ---------- ---------- ----------
Income From Continuing Operations Before Income Taxes 83.9 48.1 177.9 229.6
Income Taxes 35.5 19.9 75.3 95.0
---------- ---------- ---------- ----------
Income From Continuing Operations 48.4 28.2 102.6 134.6
Income from Discontinued Operations, Net of Income Taxes 9.2 119.3 23.1 140.0
---------- ---------- ---------- ----------
Net Income $ 57.6 $ 147.5 $ 125.7 $ 274.6
========== ========== ========== ==========
Income Per Share of Common Stock
Continuing Operations $ 0.25 $ 0.15 $ 0.54 $ 0.72
Discontinued Operations 0.05 0.64 0.12 0.75
---------- ---------- ---------- ----------
Net Income $ 0.30 $ 0.79 $ 0.66 $ 1.47
========== ========== ========== ==========
Average Number of Common and Common Equivalent Shares 189.7 186.6 189.8 186.3
========== ========== ========== ==========
<F1>
(See accompanying notes to Consolidated Financial Statements)
</TABLE>
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<PAGE>
SANTA FE PACIFIC CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEET
(In millions)
<TABLE>
<CAPTION>
(Unaudited)
June 30, December 31,
1994 1993
-------------- --------------
<S> <C> <C>
Assets
Current Assets
Cash and cash equivalents, at cost which approximates market $ 15.0 $ 70.3
Accounts receivable, less allowances 93.9 96.1
Materials and supplies 109.7 92.3
Note receivable - current 72.5 72.5
Current portion of deferred income taxes 100.5 99.3
Other 8.8 27.2
Net assets of discontinued operations 504.4 -
-------------- --------------
Total current assets 904.8 457.7
-------------- --------------
Note Receivable - 36.2
Other Long-Term Assets 321.8 323.3
Properties, Plant and Equipment 6,024.9 5,886.1
Less-accumulated depreciation and amortization 1,534.3 1,577.7
-------------- --------------
Net properties 4,490.6 4,308.4
Net Assets of Discontinued Operations - 248.4
-------------- --------------
Total Assets $ 5,717.2 $ 5,374.0
============== ==============
Liabilities and Shareholders' Equity
Current Liabilities
Accounts payable and accrued liabilities $ 697.1 $ 669.8
Dividend payable - Gold distribution 504.4 -
Long-term debt due within one year 172.2 184.7
-------------- --------------
Total current liabilities 1,373.7 854.5
-------------- --------------
Long-Term Debt Due After One Year 932.3 991.1
Postretirement Benefits Liability 259.1 284.7
Restructuring Liability 206.4 257.8
Other Long-Term Liabilities 641.8 601.7
Deferred Income Taxes 1,148.0 1,115.9
-------------- --------------
Total liabilities 4,561.3 4,105.7
-------------- --------------
Shareholders' Equity
Common stock 190.0 190.0
Paid-in capital 858.0 869.7
Retained income 212.3 340.3
Treasury stock, at cost (104.4) (131.7)
-------------- --------------
Total shareholders' equity 1,155.9 1,268.3
-------------- --------------
Total Liabilities and Shareholders' Equity $ 5,717.2 $ 5,374.0
============== ==============
</TABLE>
(See accompanying notes to Consolidated Financial Statements)
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<PAGE>
SANTA FE PACIFIC CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
(In millions)
<TABLE>
<CAPTION>
Six Months
Ended June 30,
1994 1993
---------- ----------
<S> <C> <C>
Operating Activities
Net income $ 125.7 $ 274.6
Adjustments to reconcile net income to operating cash flows:
Income from discontinued operations, net of income taxes (23.1) (140.0)
Depreciation and amortization 99.2 92.8
Deferred income taxes 33.7 65.6
Rail restructuring costs paid (33.8) (41.3)
Imputed interest expense 10.4 14.0
Gain on sales of property, plant and equipment (1.2) (148.1)
Other-net (48.5) (10.0)
Changes in working capital:
Accounts receivable:
Sale of accounts receivable 40.0 -
Other changes (43.5) (29.7)
Materials and supplies (22.4) (17.4)
Accounts payable and accrued liabilities 29.0 24.2
Short-term investments and other current assets 13.4 (6.3)
---------- ----------
Net Cash Provided By Operating Activities-Continuing Operations 178.9 78.4
Discontinued Operations-Net (11.3) 47.6
---------- ----------
Net Cash Provided by Operating Activities 167.6 126.0
---------- ----------
Investing Activities
Cash used for capital expenditures (205.8) (142.4)
Proceeds from sale of property, plant and equipment 14.6 231.2
Other-net 64.9 38.9
Discontinued Operations-Net (29.1) (48.3)
---------- ----------
Net Cash Provided By (Used For) Investing Activities (155.4) 79.4
---------- ----------
Financing Activities
Proceeds from long-term borrowings - 6.5
Principal payments on long-term borrowings (128.5) (93.1)
Other-net 7.1 6.7
Discontinued Operations-Net 53.9 (112.6)
---------- ----------
Net Cash Used For Financing Activities (67.5) (192.5)
---------- ----------
Increase (decrease) in Cash and Cash Equivalents (55.3) 12.9
Cash and Cash Equivalents:
Beginning of period 70.3 62.1
---------- ----------
End of period $ 15.0 $ 75.0
========== ==========
Supplemental Disclosure of Cash Flow Information
Cash paid during the period for:
Interest $ 51.4 $ 57.1
Income Taxes $ 33.5 $ 3.3
========== ==========
<F1>
(See accompanying notes to Consolidated Financial Statements)
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</TABLE>
<PAGE>
SANTA FE PACIFIC CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(a) The consolidated financial statements should be read in
conjunction with the Santa Fe Pacific Corporation ("SFP",
"Registrant" or "Company") Annual Report on Form 10-K for the
year ended December 31, 1993 ("1993 Form 10-K"), including those
financial statements and notes thereto incorporated by reference
from the Registrant's 1993 Annual Report to Shareholders, and the
Company's Current Report on Form 8-K dated August 3, 1994, which
restated certain sections of the 1993 Form 10-K to reflect SFP's
gold subsidiary, Santa Fe Pacific Gold Corporation ("SFP Gold"),
as discontinued operations.
(b) In the opinion of SFP management, the consolidated statement of
operations for the three and six months ended June 30, 1994 and
1993 reflects all adjustments necessary for a fair statement of
the results of operations.
(c) The consolidated statement of operations for the three and six
months ended June 30, 1994 is not necessarily indicative of the
results of operations for the full year 1994.
(d) On June 15, 1994, SFP Gold's registration statement for the
initial public offering of 14.6% of its common stock became
effective. Approximately 19 million shares were sold at a price
of $14 per share resulting in net proceeds of $250.3 million, the
majority of which was used for the repayment of outstanding debt
at SFP Gold. On June 29, 1994, SFP's Board of Directors approved
the distribution to SFP shareholders of its remaining 85.4%
interest in SFP Gold. As a result, SFP Gold will become a
separate, independent entity effective September 30, 1994.
Holders of record of SFP common stock as of September 12, 1994,
will receive a distribution of one share of common stock of SFP
Gold for every approximately 1.7 shares of SFP common stock held.
Under a ruling obtained from the Internal Revenue Service, the
distribution is tax-free to SFP shareholders. Accordingly,
certain current year and comparative prior year amounts in the
consolidated financial statements have been reclassified to
present SFP Gold as a discontinued operation. Income from
discontinued operations was as follows:
Three Months Six Months
Ended June 30, Ended June 30,
1994 1993 1994 1993
------ ------ ------ ------
(In millions)
Revenues $ 93.5 $ 57.0 $177.8 $121.4
------ ------ ------ ------
Income before income taxes 24.8 233.8 43.9 259.5
Income taxes 15.6 114.5 20.8 119.5
------ ------ ------ ------
Income from discontinued operations $ 9.2 $119.3 $ 23.1 $140.0
------ ------ ------ ------
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<PAGE>
Net income of $9.2 million from discontinued operations
recorded in the second quarter of 1994 represents earnings
from current quarter operations, and estimated transaction
and other costs related to the distribution partially offset
by estimated earnings prior to the distribution on September
30, 1994. The consolidated Balance Sheet reflects a current
liability of $504.4 million for the dividend of SFP Gold to
shareholders.
In June 1993, SFP Gold completed an asset exchange with Hanson
Natural Resources Company ("Hanson"). SFP Gold received certain
gold assets of Hanson, and Hanson acquired essentially all coal
and aggregate assets of SFP Gold. Income from discontinued
operations for 1993 includes an after-tax gain on the exchange of
$108.3 million or $0.58 per share.
(e) In June 1994, SFP changed the eligibility requirements for
its postretirement medical benefits, resulting in a pre-tax,
non-cash curtailment gain of $29.5 million related to
employees who are no longer currently eligible for benefits.
The Atchison, Topeka and Santa Fe Railway Company ("Santa Fe
Railway") recorded $28.1 million of the gain which is
included in Other income (expense)-net. The remaining $1.4
million is reflected in the Equity in Earnings of Pipeline.
(f) In the first quarter of 1993, Santa Fe Railway completed the
second stage of three scheduled closings on the sale to
eight southern California transportation agencies of certain
interests in approximately 340 miles of rail lines and
additional property. Santa Fe Railway received $166.9
million in cash proceeds resulting in a pre-tax gain of
$145.4 million. The gain recognized is net of the cost of
the properties and other expenses of the sale. Proceeds of
$126 million were used to retire debt related to
discontinued operations. The final closing occurred in the
second quarter of 1993 in which proceeds of $60 million were
received. No gain was recognized under the final closing as
proceeds were offset by the cost of property, other expenses
of the sale and an obligation retained by Santa Fe Railway,
which under certain conditions, requires the repurchase of a
portion of the properties sold for $50 million.
(g) SFP is a party to a number of legal actions and claims, various
governmental proceedings and private civil suits arising in the
ordinary course of business, including those related to
environmental exposures and employee injury claims. While the
final outcome of these items cannot be predicted with certainty,
considering among other things, the meritorious legal defenses
available, it is the opinion of SFP management that none of these
items, when finally resolved, will have a material adverse effect
on the annual results of operations, financial position or
liquidity of SFP, although an adverse resolution of a number of
these items in a single year could have a material adverse effect
on the results of operations for that year.
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<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION
Results of Operations
---------------------
Current Quarter Compared with Same Quarter of Preceding Year
------------------------------------------------------------
SFP reported net income for the second quarter of $57.6 million or
$0.30 per share compared to net income of $147.5 million or $0.79 per
share last year. Excluding discontinued operations, a pre-tax credit
of $29.5 million resulting from a change in postretirement medical
benefits eligibility requirements discussed in Note (e), and a $12.3
million pre-tax charge related to an adverse appellate court decision,
SFP reported net income of $38.5 million or $0.20 per share compared
to income from continuing operations of $28.2 million or $0.15 per
share last year.
Operating income at Santa Fe Railway for the quarter was $97.4
million, an increase of $15.3 million or 19% over the $82.1 million
reported in the second quarter of 1993. Operating revenues of $658.2
million, which includes revenue from miscellaneous transportation
related items, rose 8% as carloadings increased 7% and average revenue
per car increased 1%. Freight revenues by commodity for the three and
six months ended June 30, 1994 and 1993 were as follows:
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<PAGE>
Three Months Six Months
Ended June 30, Ended June 30,
1994 1993 1994 1993
-------- -------- -------- --------
(In millions)
Intermodal
Intermodal Marketing Companies $ 114.5 $ 100.2 $ 212.4 $ 192.3
Direct Marketing 127.4 95.0 240.6 188.6
International 53.9 50.3 104.9 95.9
-------- -------- -------- --------
Total Intermodal 295.8 245.5 557.9 476.8
-------- -------- -------- --------
Carload Commodities
Petroleum 35.5 36.5 71.0 72.1
Chemicals & Plastics 37.0 32.6 70.6 64.1
Consumer/Food Products 32.4 32.2 66.4 64.8
Building Materials & Paper Prod. 29.3 26.3 59.0 52.3
Metals 19.2 19.3 40.4 37.3
-------- -------- -------- --------
Total Carload Commodities 153.4 146.9 307.4 290.6
-------- -------- -------- --------
Bulk Products
Coal 58.6 54.4 117.8 107.6
Minerals, Ores & Other 39.1 43.1 74.4 79.3
Grain 26.7 35.8 59.4 77.7
Grain Products 20.9 20.7 41.7 41.6
-------- -------- -------- --------
Total Bulk Products 145.3 154.0 293.3 306.2
-------- -------- -------- --------
Automotive
Motor Vehicles 48.1 45.4 99.1 84.2
Vehicle Parts 6.6 8.0 13.4 15.4
-------- -------- -------- --------
Total Automotive 54.7 53.4 112.5 99.6
-------- -------- -------- --------
Total Freight Revenue $ 649.2 $ 599.8 $1,271.1 $1,173.2
======== ======== ======== ========
Intermodal revenues increased 20% to $295.8 million, reflecting higher
shipments in direct marketing and international, and higher average
revenue per car in intermodal marketing companies. Direct marketing
revenues increased 34% primarily due to increased UPS, less-than-
truckload and Quantum shipments. Intermodal marketing companies
revenues increased 14% primarily due to revised rate schedules
increasing rates in the Texas and Northern California corridors; and
international revenues increased 7% primarily reflecting increased
volumes with existing customers. Carload commodity revenues of $153.4
million were 4% higher than last year, principally reflecting
increased volumes in building materials & paper products and chemicals
& plastics. Bulk products revenues declined 6% as a decline in
average rates was partially offset by higher volumes, both reflecting
changes in the traffic mix. Grain revenues were lower due to reduced
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<PAGE>
export grain shipments, while coal traffic increased as utilities
continue to build inventory and experience strong off-system demand
for generated power.
Quarterly operating expenses for Santa Fe Railway were $560.8 million,
an increase of 6% from last year reflecting both volume increases and
inflation. Compensation and benefits expense of $209.2 million
increased 2% as increases due to higher traffic levels were partially
offset by operating efficiencies. Contract services expense and
equipment rents increased $12.1 million and $9.0 million,
respectively, principally due to higher business volumes.
SFP's investment in Santa Fe Pacific Pipeline Partners, L.P.
("Pipeline Partnership") produced equity income of $10.7 million in
the quarter including a credit of $1.4 million related to the change
in postretirement medical benefits eligibility requirements.
Excluding this credit, income was $9.3 million compared to $8.9
million in the prior year, reflecting an increase in commercial
volumes.
Interest expense decreased $3.5 million reflecting lower debt levels.
Other income (expense)-net of $6.7 million increased $15.2 million due
primarily to a credit of $28.1 million for the change in
postretirement medical benefits eligibility requirements, offset by a
pre-tax charge of $12.3 million for an adverse appellate court
decision related to pension obligations of a former subsidiary.
Year to Date 1994 Compared to Year to Date 1993
-----------------------------------------------
SFP reported net income of $125.7 million or $0.66 per share for the
six months ended June 30, 1994 compared to $274.6 million or $1.47 per
share in 1993. Excluding discontinued operations, the 1994 second
quarter special items discussed above and pre-tax gains of $34.2
million reflected in other income (expense)-net related to the sale of
an investment and a favorable litigation settlement recorded in the
first quarter of 1994, SFP reported adjusted net income of $73.0
million or $0.38 per share. Adjusted net income in 1993 was $49.4
million or $0.26 per share and excludes discontinued operations and a
pre-tax gain of $145.4 million related to the sale of California lines
as discussed in Note (f).
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<PAGE>
Santa Fe Railway's operating income for the first six months was
$188.1 million compared with $153.3 million a year earlier. Operating
revenues of $1,289.7 million improved 8% as carloadings increased 7%
and average revenue per car increased 1%. Intermodal revenues
increased 17% compared to last year reflecting increased carloadings
in direct marketing and international, and higher average revenue per
car in intermodal marketing companies. Carload commodities revenues
increased 6% primarily reflecting increased volumes in building
materials & paper products and chemicals & plastics. Bulk products
revenues declined 4% as lower export grain shipments were offset by
higher coal revenues. Automotive revenues increased 13% reflecting
higher volumes in motor vehicles.
Operating expenses at Santa Fe Railway were $1,101.6 million, a 6%
increase over last year. Compensation and benefits expense was $11.8
million or 3% above last year reflecting volume increases, partially
offset by operating efficiencies. Contract services expense of $178.1
million was 16% above last year and equipment rents expense of $122.4
million was 17% above last year both reflecting increased business
volumes.
Including the change in postretirement benefits eligibility discussed
above, income from SFP's equity investment in the Pipeline Partnership
of $17.0 million increased by $2.4 million compared to last year,
primarily due to volume and rate related increases.
Interest expense of $59.9 million was $9.7 million lower due
principally to more favorable interest rates and lower outstanding
debt. Excluding the special items in 1994 discussed previously, other
income-net declined $3.2 million from last year, primarily the result
of lower real estate income.
Financial Condition and Other Matters
-------------------------------------
Year-to-Date Cash Flow
----------------------
For the six months ended June 30, 1994, net cash provided by operating
activities from continuing operations totaled $178.9 million.
Principal sources of cash from continuing operations included net
earnings before depreciation and deferred taxes and the sale of
accounts receivable. Total capital expenditures for the first six
months of 1994, which include noncash transactions, were $293.1
million. Noncash transactions of $87.3 million primarily represents
directly financed equipment acquisitions and reimbursable projects.
Capital spending principally related to equipment, new facilities and
improvements to track structure and other road properties and was
primarily funded through cash generated from continuing operations,
equipment financings, and available cash balances. Total principal
payments on long-term borrowings were $128.5 million for the six
months ended. SFP's ratio of total debt to capital was 49% at June
30, 1994.
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<PAGE>
Burlington Northern Agreement and Plan of Merger
------------------------------------------------
On June 29, 1994, Santa Fe Pacific Corporation ("SFP") and Burlington
Northern Inc. ("BNI") entered into a definitive Agreement and Plan of
Merger which calls for SFP to merge with and into BNI, with BNI being
the surviving corporation. At the closing of the merger, each SFP
share outstanding will be converted into the right to receive 0.27 of
a share of BNI stock. Upon completion of the merger, BNI will change
its name to Burlington Northern Santa Fe Corporation. Gerald
Grinstein, BNI's chairman and chief executive officer, will be
chairman of the surviving corporation. Robert D. Krebs, chairman,
president and chief executive officer of SFP and of Santa Fe Railway,
will be president and chief executive officer of the surviving
corporation. Two-thirds of the directors of the surviving corporation
will be designated by BNI, and one-third of the directors of the
surviving corporation will be designated by SFP.
The merger has been approved by the boards of directors of SFP and
BNI, but is still subject to a number of conditions, including
approval by the shareholders of both BNI and SFP and approval by the
Interstate Commerce Commission.
Rail Restructuring
------------------
Benefits for the eastern lines crew consist agreement of approximately
$25 million annually and for centralization of certain transportation
functions of approximately $20 million annually are being realized as
expected and as previously disclosed. Restructuring costs paid of
$33.8 million for the first six months of 1994 are also being incurred
as expected, with annual payments estimated to be approximately $60
million in 1994.
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<PAGE>
PART II. OTHER INFORMATION
--------------------------
Item 1. Legal Proceedings
--------------------------
On July 12, 1994, the settlements of the New TC Lawsuit and the
Great American Lawsuit as described in the Form 10-K of SFP for 1993
were completed.
Four purported shareholder class action suits have been filed
arising out of SFP's proposed participation in the merger with BNI.
On June 30, 1994, shortly after announcement of the proposed merger,
two purported shareholder class action suits were filed in the Court
of Chancery of the State of Delaware (Miller v. Santa Fe Pacific
Corporation, C.A. No. 13587; Cosentino v. Santa Fe Pacific
Corporation, C.A. No. 13588). On July 1, 1994, two additional
purported shareholder class action suits were filed in the Court of
Chancery of the State of Delaware (Fielding v. Santa Fe Pacific
Corporation, C.A. No. 13591; Wadsworth v. Santa Fe Pacific
Corporation, C.A. No. 13597).
The actions name as defendants SFP, the individual members of the
SFP Board of Directors and BNI. In general, the actions variously
allege that SFP's directors breached their fiduciary duties to the
shareholders by agreeing to the proposed merger for allegedly "grossly
inadequate" consideration in light of recent operating results of SFP,
recent trading prices of SFP's common stock and other alleged factors,
by allegedly failing to take all necessary steps to ensure that
shareholders will receive the maximum value realizable for their
shares (including allegedly failing to actively pursue the acquisition
of SFP by other companies or conducting an adequate "market check")
and by allegedly failing to disclose to shareholders the full extent
of the future earnings potential of SFP, as well as the current value
of its assets. The Miller and Fielding cases further allege that the
proposed merger is unfairly timed and structured and, if consummated,
would allegedly unfairly deprive the shareholders of standing to
pursue certain pending shareholder derivative litigation. Plaintiffs
also have alleged that BNI is responsible for aiding and abetting the
alleged breach of fiduciary duty committed by the SFP Board. The
actions seek certification of a class action on behalf of SFP's
shareholders. In addition, the actions seek injunctive relief against
consummation of the merger and, in the event that the merger is
consummated, the rescission of the merger, an award of unspecified
compensatory or rescissory damages and other damages, including court
costs and attorneys' fees, an accounting by defendants of all profits
realized by them as a result of the merger and various other forms of
relief. Defendants believe that these lawsuits are meritless and
intend to oppose them vigorously.
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<PAGE>
SFP is a party to a number of legal actions and claims, various
governmental proceedings and private civil suits arising in the
ordinary course of business, including those related to environmental
exposures and employee injury claims. While the final outcome of
these items cannot be predicted with certainty, considering among
other things, the meritorious legal defenses available, it is the
opinion of SFP management that none of these items, when finally
resolved, will have a material adverse effect on the annual results of
operations, financial position or liquidity of SFP, although an
adverse resolution of a number of these items in a single year could
have a material adverse effect on the results of operations for that
year.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
SANTA FE PACIFIC CORPORATION
(Registrant)
/s/ Thomas N. Hund
------------------------------------------
Thomas N. Hund
Vice President & Controller
(On Behalf of the Registrant and as
Principal Accounting Officer)
Schaumburg, Illinois
October 5, 1994
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