<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SCHEDULE 14A
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934
----------------
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
----------------
SANTA FE PACIFIC CORPORATION
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
SANTA FE PACIFIC CORPORATION
(NAME OF PERSON(S) FILING PROXY STATEMENT)
----------------
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: ......................
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
[LOGO OF SANTA FE PACIFIC CORPORATION]
October 17, 1994
RE: Voting Instructions to the Trustee of The Santa Fe Pacific Retirement and
Savings Plan for Salaried Employees and The Atchison, Topeka and Santa Fe
Railway Company-Brotherhood of Locomotive Engineers 401(k) Retirement Plan
(the "Plans")
TO: Participants in the Plans
As a participant in one of the above Plans, you are entitled to direct the
voting of shares of Santa Fe Pacific Corporation common stock ("Company Stock")
allocated to your Plan account(s). In order for you to direct the voting of
these shares at the Special Meeting of Stockholders of Santa Fe Pacific
Corporation (the "Company"), to consider and vote upon a proposed merger of the
Company and Burlington Northern, Inc., you must give your voting instructions to
the Vanguard Fiduciary Trust Company, which, as Trustee under the Plans, is
(through its nominee) the record owner of the Company Stock held by the Plans.
Enclosed for your consideration and use in this regard are the following
items:
1. The Notice of Special Meeting of Stockholders and Joint Proxy
Statement/Prospectus dated October 12, 1994 for this Special Meeting.
2. A Proxy Card upon which you are invited to record your confidential
voting instructions to the Trustee with respect to your shares of
Company Stock in the Plans. Shares credited to a participant in the
Plans will be voted as a participant directs, provided that any such
direction (or any revocation of a prior direction) must be received by
5:00 p.m., New York time on November 14, 1994.
3. A self-addressed, postage-paid envelope for your use in returning the
enclosed Proxy Card to the Company's transfer agent, which is
tabulating the voting instructions for the Trustee.
NOTE: The enclosed Proxy Card cannot be voted at the meeting, but is valid
only to instruct the Trustee how to vote your Plan shares. The enclosed Proxy
Card is in addition to any Proxy Card you may receive with respect to other
Company Stock you may own.
