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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Santa Fe Pacific Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
802183103
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(CUSIP Number)
Robert M. Hart, Esq.
Senior Vice President and General Counsel
Alleghany Corporation
Park Avenue Plaza
New York, New York 10055
(212) 752-1356
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copies to:
Aileen C. Meehan, Esq.
Donovan Leisure Newton & Irvine
30 Rockefeller Plaza
New York, New York 10112
(212) 632-3338
October 13, 1994
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(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject
of this Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this
statement [ ].
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CUSIP No. 802183103
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1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Alleghany Corporation
51-0283071
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2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds (See Instructions)
WC, BK
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5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
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6. Citizenship or Place of Organization
Delaware
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Number of 7. Sole Voting Power
Shares 11,666,500
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Beneficially 8. Shared Voting Power
Owned by 200,000
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Each Reporting 9. Sole Dispositive Power
Person With 11,666,500
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10. Shared Dispositive Power
200,000
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
11,866,500
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12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
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13. Percent of Class Represented by Amount in Row (11)
6.4%
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14. Type of Reporting Person (See Instructions)
CO
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This statement is filed by Alleghany Corporation
("Alleghany"), a Delaware corporation having its principal
executive offices at Park Avenue Plaza, New York, New York
10055, and relates to shares of the Common Stock, par value
$1.00 per share (the "Common Stock"), of Santa Fe Pacific
Corporation, a Delaware corporation ("Santa Fe Pacific").
The address of Santa Fe Pacific's principal executive offices
is 1700 East Golf Road, Schaumburg, Illinois, 60173-5860.
This Amendment No. 1 amends the Schedule 13D Statement filed
by Alleghany on September 22, 1994, by furnishing the
information set forth below.
Item 2. Identity and Background.
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The information previously furnished in response to
Item 2 is supplemented as follows:
William K. Lavin resigned his positions as Vice
Chairman and Chief Executive Officer, Woolworth Corporation,
effective September 1994. Mr. Lavin is principally engaged
in the management of family investments.
Item 3. Source and Amount of Funds or Other Consideration.
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The second sentence of the information previously
furnished in response to Item 3 is amended to read in its
entirety as follows:
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As of the close of business on October 13, 1994,
the amount borrowed under the Revolving Credit Facility to
fund purchases of Common Stock of Santa Fe Pacific is
$59 million, which constituted all outstanding indebtedness
under the Revolving Credit Facility at that date.
Item 4. Purpose of the Transaction.
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The information previously furnished in response to
Item 4 is amended to read in its entirety as follows:
Alleghany's purchases of Common Stock reported
herein were made to acquire an equity interest in Santa Fe
Pacific as an investment. Alleghany's present intention is
to contribute a significant part of the shares of Common
Stock of Santa Fe Pacific reported herein as owned directly
by it to the investment assets of its Underwriters
Reinsurance group. Alleghany intends from time to time,
depending upon market conditions, the state of affairs of
Santa Fe Pacific and of the businesses in which it is engaged
and other factors, to acquire, directly or indirectly through
one or more of its insurance subsidiaries, additional shares
of the Common Stock of Santa Fe Pacific, subject to
applicable laws and to the availability of shares at prices
deemed favorable by Alleghany. Alleghany will continue to
consider its equity interest in Santa Fe Pacific and reserves
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the right to formulate such plans or proposals, and to take
such action, as may seem appropriate in the circumstances
existing at any future date.
On October 14, 1994, Alleghany filed with the
Federal Trade Commission (the "FTC") and the Antitrust
Division of the Department of Justice (the "Antitrust
Division") a Notification and Report Form under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended (the "HSR Act"), to permit the acquisition of shares
of Common Stock of Santa Fe Pacific constituting less than
15% of the outstanding shares of Common Stock of Santa Fe
Pacific. Pursuant to the HSR Act and the rules promulgated
thereunder, a person may be required to file a Notification
and Report Form and to observe a waiting period before
purchasing shares of Common Stock having a market value in
excess of $15 million. Such Notification and Report Form
must indicate the amount for which permission to purchase is
sought within the following ranges: (a) more than $15
million market value but less than 15% of the outstanding
shares of Common Stock, (b) 15% or more of the outstanding
shares of Common Stock but less than 25% of the outstanding
shares of Common Stock, (c) 25% or more of the outstanding
shares of Common Stock but less than 50% of the outstanding
shares of Common Stock, and (d) 50% or more of the
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outstanding shares of Common Stock. An exemption from this
requirement permits purchases solely for the purpose of
investment of not more than 10% of the outstanding shares of
Common Stock without filing a Notification and Report Form.
The waiting period in respect of Alleghany's Notification and
Report Form will expire on or about November 13, 1994, unless
such waiting period is terminated earlier by the FTC or the
Antitrust Division or a request for additional information is
received from the FTC or the Antitrust Division.
Except as set forth above, Alleghany has no present
plans or intentions which would result in or relate to any of
the transactions described in subparagraphs (a) through (j)
of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
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The information previously furnished in response to
Items 5(a) and 5(b) is hereby updated and superseded as
follows:
(a) As of the close of business on October 13,
1994, Alleghany beneficially owned 11,866,500 shares of the
Common Stock of Santa Fe Pacific, or approximately 6.4% of
the 186,523,992 outstanding shares of Common Stock of Santa
Fe Pacific, as reported in Santa Fe Pacific's Quarterly
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Report on Form 10-Q for the six months ended June 30, 1994 as
being outstanding at June 30, 1994.
(b) Alleghany has the sole power to vote, or to
direct the vote of, and sole power to dispose of or direct
the disposition of, 11,666,500 shares of the Common Stock of
Santa Fe Pacific disclosed in Item 5(a) above.
Alleghany has shared voting and investment power
with respect to the following shares of the Common Stock of
Santa Fe Pacific owned by subsidiaries of Alleghany:
Number of Shares of
Subsidiary and Common Stock of
Address of Principal Office Santa Fe Pacific
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Chicago Title Insurance Company 124,000
171 North Clark Street
Chicago, Illinois 60601
Ticor Title Insurance Company 46,000
1717 Walnut Grove Avenue
Rosemead, California 91770
Ticor Title Guarantee Company 9,000
1717 Walnut Grove Avenue
Rosemead, California 91770
Security Union Title Insurance
Company 21,000
1717 Walnut Grove Avenue
Rosemead, California 91770
Information concerning the principal business of each of
Chicago Title, Ticor Title, Ticor Title Guarantee and
Security Union is set forth in Item 2 hereof, and
specifically incorporated in this Item 5.
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The information previously furnished in response to
Item 5(c) is supplemented as follows:
(c) Transactions effected in the Common Stock of
Santa Fe Pacific since September 22, 1994, the date of filing
of Alleghany's Schedule 13D Statement, were as follows:
Number of
Shares Price
Trade Date Purchased Per Share
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10/04/94 34,900 12.875
10/04/94 25,000 12.875(1)
10/04/94 25,000 12.750(1)
10/05/94 233,500 12.625
10/05/94 341,500 12.500
10/05/94 40,100 12.375
10/06/94 28,000 14.500
10/06/94 47,000 14.625(1)
10/06/94 225,000 14.625
10/07/94 50,000 13.875(1)
10/07/94 50,000 13.625(1)
10/10/94 29,500 14.250
10/11/94 66,000 14.875
10/11/94 101,200 14.750
10/12/94 73,400 14.875(1)
10/12/94 451,500 14.875
10/12/94 8,500 14.750
10/12/94 26,600 14.625
10/13/94 10,000 14.750
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(1) Trade effected on the Chicago Stock Exchange.
Except as otherwise noted, all of such shares were
purchased in ordinary brokerage transactions effected on the
New York Stock Exchange.
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SIGNATURE
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After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this Amendment No. 1 is true, complete and correct.
Dated: October 14, 1994
ALLEGHANY CORPORATION
By:/s/ Robert M. Hart
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Robert M. Hart
Senior Vice President and
General Counsel
