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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 1
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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.
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 4. THE SOLICITATION OR RECOMMENDATION.
(a) Nature of Solicitation or Recommendation. The Board of Directors of Santa
Fe Pacific Corporation continues to recommend that stockholders do not accept
the Union Pacific Offer at this time. That recommendation remains subject to
change as events unfold that will clarify whether a transaction with Union
Pacific is in the stockholders' best interest.
(b) Reasons for Position. Union Pacific has now obtained an informal non-
binding opinion from the staff of the ICC that Union Pacific's proposed voting
trust is consistent with applicable ICC policies. However, there remain other
areas of concern with Union Pacific's Offer, including the Company's belief
that Union Pacific should improve the financial terms of its offer and the fact
that the Offer is subject to a number of conditions.
The Company has agreed to meet with Union Pacific to help determine what
course of action is in the best interest of the Company's shareholders. It
would be a mistake for the Company and its shareholders to give up the benefit
of the Burlington Northern Merger Agreement unless and until a better
arrangement is clearly available.
ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
Pursuant to a letter agreement dated October 21, 1993 (the "Engagement
Letter"), the Company engaged Goldman, Sachs & Co. ("Goldman Sachs") to act as
its financial advisor in connection with the possible merger with, or sale of
stock or assets to, Burlington Northern. On November 28, 1994, the Engagement
Letter was revised (i) to provide that Goldman Sachs will act as the Company's
financial advisor with respect to any acquisition proposal which Union Pacific
has made or may make or any purchase of stock or assets by Union Pacific and
(ii) to reduce the maximum transaction fee payable to Goldman Sachs from $15
million to $12.5 million. Pursuant to the terms of the Engagement Letter as so
amended, if a merger with, or sale of stock or assets to, Burlington Northern
or Union Pacific is accomplished in one or a series of transactions, the
Company will pay Goldman Sachs upon consummation of such transaction or
transactions a transaction fee of .045% of the aggregate consideration paid in
such transaction or series of transactions with a maximum transaction fee of
$12.5 million. As part of this fee, the Company will pay Goldman Sachs $5
million upon stockholder approval of any such transaction (which will be
credited towards the total transaction fee). The Company has agreed to
reimburse Goldman Sachs for its reasonable out-of-pocket expenses, including
attorney's fees, and to indemnify Goldman Sachs against certain liabilities,
including certain liabilities under the Federal securities laws.
ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY.
On November 29, 1994, the Company announced that it would meet with Union
Pacific in an effort to clarify and improve Union Pacific's Offer.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
On November 29, 1994 the Company announced that it has postponed the special
shareholders meeting to vote on the Merger with Burlington Northern from
December 2 to December 16, 1994. The meeting is now scheduled to take place at
2:00 p.m. Central time on December 16, 1994, at the Hyatt Regency O'Hare,
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9300 West Bryn Mawr Avenue, Rosemont, Illinois. The record date for the meeting
remains October 19, 1994.
The Company's Board of Directors adopted a Shareholder Rights Plan on
November 28, 1994 which is described in the Company's Form 8-K filed with the
Commission on November 29, 1994.
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.
</TABLE>
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* Previously filed with the Original Schedule 14D-9
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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.
December 1, 1994 /s/ Jeffrey R. Moreland
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(DATE) Jeffrey R. Moreland
Vice President--Law
and General Counsel
3
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[LETTERHEAD OF SANTA FE PACIFIC]
EXHIBIT 4
CORPORATE COMMUNICATIONS NEWS
FOR IMMEDIATE RELEASE MEDIA CONTACT: Catherine Westphal
#72 (708) 995-6273
Joele Frank
Abernathy MacGregor Scanlon
(212) 371-5999
SANTA FE PACIFIC POSTPONES SHAREHOLDERS MEETING, WILL MEET WITH UNION PACIFIC
AND ADOPTS RIGHTS PLAN
SCHAUMBURG, ILLINOIS, NOVEMBER 29, 1994--Santa Fe Pacific Corp. announced
that it has postponed the special shareholders meeting to vote on a merger with
Burlington Northern Inc. from December 2 to December 16, 1994. The meeting is
now scheduled to take place at 2 p.m. Central time on December 16, 1994, at the
Hyatt Regency O'Hare, 9300 West Bryn Mawr Avenue, Rosemont, Illinois. The record
date for the meeting remains October 19, 1994.
Santa Fe stated that the postponement will allow the board of directors and
shareholders more time to consider the alternatives in connection with the
proposals to acquire Santa Fe. Santa Fe also announced that it would meet with
Union Pacific in an effort to clarify and improve Union Pacific's offer.
Santa Fe further announced that its board of directors has adopted a
Shareholder Rights Plan. The plan is designed to preserve for shareholders the
long-term value of their investment in Santa Fe Pacific Corporation.
Under the rights plan, each shareholder will receive a distribution of one
right for each
-more-
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SFP
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share of the company's outstanding common stock. Each right entitles the holder
to purchase one one-hundredth (1/100) of a share of a new series of
participating preferred stock at an initial exercise price of $50.
Initially, the rights are represented by the company's common stock
certificates and are not exercisable. The rights will be triggered shortly after
a person or group acquires beneficial ownership of 10% or more of Santa Fe's
common stock.
Under certain circumstances involving a buyer's acquisition of a position
of 10% or more in the company, all rights holders except the buyer will be
entitled to purchase common stock at half price. If the company is acquired in a
merger after such an acquisition, all rights holders except the buyer will also
be entitled to purchase stock in the buyer at half price. Santa Fe may redeem
the rights at one cent each at any time before a buyer acquires 10% or more of
the company's voting stock. Consequently, the rights would not prevent a merger
or other acquisition approved by Santa Fe's board of directors.
Under the rights plan, the rights are to be distributed shortly after a
person or group announces an intention to commence a tender or exchange offer
for 10% or more of the company's stock. Union Pacific's tender offer would have
caused that "distribution date" to occur on December 1, 1994. However, the Santa
Fe board postponed the distribution date to December 16, 1994.
The rights will be distributable to shareholders of record on December 9,
1994 and will expire 10 years thereafter. The rights distribution is not taxable
to shareholders and will be described in greater detail in a letter to be mailed
to all of the company's shareholders.
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EXHIBIT 5
LOGO
SANTA FE PACIFIC CORPORATION
1700 EAST GOLF ROAD
SCHAUMBURG, ILLINOIS 60173-5860
December 1, 1994
Dear Shareholder:
The Board of Directors of Santa Fe Pacific Corporation continues to recommend
that you do not tender your shares at this time in response to the Union
Pacific Corporation tender offer for Santa Fe common stock. That recommendation
remains subject to change as events unfold that will clarify whether a
transaction with Union Pacific is in your best interest.
The goal of the Board of Directors and management of Santa Fe in connection
with the Merger Agreement with Burlington Northern Inc. and the competing
proposal from Union Pacific continues to be to achieve the best result for our
shareholders. We are also mindful of the interests of our shippers and the
public.
We have agreed to meet with Union Pacific to help determine what course of
action is in the best interest of Santa Fe's shareholders. It would be a
mistake for Santa Fe and for you to give up the benefit of the Burlington
Northern Merger Agreement unless and until a better arrangement is clearly
available.
In responding to the unsolicited proposal from Union Pacific we have
maintained the position that we would fulfill our contractual obligations under
the Burlington Northern Merger Agreement, but that if Union Pacific were to
make a proposal, at a fair price and with an adequate provision for a voting
trust that would substantially eliminate the regulatory risk for Santa Fe
shareholders, the Santa Fe Board would consider that proposal in light of its
fiduciary duties.
Union Pacific has now obtained an informal non-binding opinion from the staff
of the Interstate Commerce Commission that Union Pacific's proposed voting
trust is consistent with applicable ICC policies. However, there remain other
areas of concern with Union Pacific's offer, including our belief that Union
Pacific should improve the financial terms of its proposal and the fact that
the offer is still subject to a number of conditions.
The Special Meeting of Santa Fe's shareholders to consider the merger with
Burlington Northern has been postponed to 2:00 p.m., Central time, on December
16, 1994, at the Hyatt Regency O'Hare, 9300 West Bryn Mawr Avenue, Rosemont,
Illinois
Attached is Amendment No. 1 to Santa Fe's Schedule 14D-9, which formally
responds to the Union Pacific tender offer. Please review it carefully.
As I explained in a recent letter, on November 28 the Board adopted a
Shareholder Rights Plan. A description of that plan is enclosed with this
letter.
I assure you we will continue to manage the situation carefully to protect
your interest.
Sincerely,
LOGO
Robert D. Krebs
Chairman, President and
Chief Executive Officer
