SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT
Date of Report (Date of Earliest event reported): June 29, 1994
SANTA FE PACIFIC CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
1-8627 36-3258709
(Commission File Number) (I.R.S. Employer
Identification No.)
1700 East Golf Road, Schaumburg, Illinois 60173-5860
(Address of Principal Executive Offices) (zip code)
(708) 995-6000
(Registrant's Telephone Number, Including Area Code)
(Not Applicable)
(Former Name or Former Address, If Changed Since Last Report)
<PAGE>
INFORMATION TO BE INCLUDED IN THE REPORT
Item 7. Financial Statements and Exhibits.
(c) Exhibits:
See Exhibit Index included herewith at E-1.
-1-
<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 hereunto duly authorized.
SANTA FE PACIFIC CORPORATION
(Registrant)
By: /s/ Thomas N. Hund
----------------------------
(Signature)
Thomas N. Hund
Vice President and Controller
Date: July 29, 1994
-2-
<PAGE>
EXHIBIT INDEX
_____________
2 Agreement and Plan of Merger dated as of June 29, 1994,
between Burlington Northern Inc. and Santa Fe Pacific
Corporation.*
2.1 Listing of Schedules to Agreement and Plan of Merger
dated as of June 29, 1994 between Burlington Northern
Inc. and Santa Fe Pacific Corporation.**
99.1 Letter Agreement dated June 29, 1994, regarding
corporate governance issues.*
99.2 Letter Agreement dated June 29, 1994, regarding
disclosure schedules.*
99.3 Press Release dated June 30, 1994.*
-------
* Previously filed.
** The schedules are not being filed because they do not contain
information which is material to an investment decision. In
accordance with Regulation S-K, Item 601(b)(2), the Registrant
agrees to furnish supplementally a copy of any omitted
schedule to the Commission upon request.
E-1
Exhibit 2.1
Listing of Schedules
to
Agreement and Plan of Merger
dated as of June 29, 1994
between
Burlington Northern Inc.
and
Santa Fe Pacific Corporation
Note: The inclusion of items on these schedules does not mean that they
are "material" to SFP or to BNI.
Schedules furnished in connection with certain representations and
warranties of Santa Fe Pacific Corporation as set forth in Article III
Schedule III, Section 3.4 Non-Contravention
Schedule III, Section 3.6 Material Subsidiaries
Schedule III, Section 3.12 Undisclosed Material Liabilities
Schedule III, Section 3.13 Litigation
Schedule III, Section 3.14 Taxes
Schedule III, Section 3.15 ERISA
Schedule III, Section 3.17 Environmental Matters
Schedules furnished in connection with certain covenants of Santa Fe
Pacific Corporation as set forth in Article V
Schedule V, Section 5.1 Conduct of SFP
Schedules furnished in connection with certain representations and
warranties of Burlington Northern Inc. as set forth in Article IV
Schedule IV, Section 4.5 Capitalization
Schedule IV, Section 4.6 Material Subsidiaries
Schedule IV, Section 4.12 Undisclosed Material Liabilities
Schedule IV, Section 4.13 Litigation
Schedule IV, Section 4.15 ERISA
Schedule IV, Section 4.17 Environmental Matters
Schedules furnished in connection with certain covenants of Burlington
Northern Inc. as set forth in Article VI
Schedule VI, Section 6.1 Conduct of BNI
