<PAGE>
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
SCHEDULE 14D-9/A
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4)
of the Securities Exchange Act of 1934
AMENDMENT NO. 5
-----------------
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)
------------------
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)
------------------
Copy to:
Scott J. Davis
Mayer, Brown & Platt
190 South LaSalle Street
Chicago,Illinois 60603-3441
(312) 782-0600
==============================================================================
<PAGE>
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, as amended by Amendments Nos. 1 through 4 thereto. 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.
(b) Reasons for Position. On December 18, 1994, the Company and
Burlington Northern amended their merger agreement to provide for a change to
the exchange ratio in the merger and to provide for cash tender offers for a
portion of the Company's stock by the Company and Burlington Northern, as set
forth in the press release filed as Exhibit 11 hereto, which is incorporated
herein by reference.
The Company continues to believe that it would be a mistake for the
Company and its stockholders to give up the benefit of the Burlington Northern
Merger Agreement unless and until a better arrangement is clearly available.
ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY.
(a) 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.
Representatives of Union Pacific and its counsel, advisors and
consultants have been given access to various financial, legal and other
information relating to the Company. Certain representatives and advisors of
Union Pacific were also invited to the Company's offices where representatives
of the Company and representatives of Union Pacific exchanged certain additional
financial information. The Company and Union Pacific have engaged in discussions
regarding the possible terms of a merger agreement between the Company and Union
Pacific.
(b) On December 18, 1994, the Company and Burlington Northern amended
their merger agreement to provide for a change to the exchange ratio in the
merger and to provide for cash tender offers for a portion of the Company's
stock by the Company and Burlington Northern, as set forth in the press release
filed as Exhibit 11 hereto, which is incorporated herein by reference.
<PAGE>
Item 9. Material to be Filed as Exhibits.
EXHIBIT INDEX
Exhibit Sequential
No. Description Numbered
- ------- ----------- Page
----------
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.**
Exhibit 6 - Press Release issued by the
Company on December 13, 1994.***
Exhibit 7 - Form of Letter to shareholders of
the Company, dated December 14,
1994.****
Exhibit 8 - Press Release issued by the
Company on December 14, 1994.****
Exhibit 9 - Press Release issued by the
Company on December 15, 1994.*****
Exhibit 10 - Press Release issued by the
Company on December 17, 1994.
Exhibit 11 - Press Release issued by the
Company on December 18, 1994.
* Previously filed with the Original
Schedule 14D-9
** Previously filed with Amendment No. 1.
*** Previously filed with Amendment No. 2.
**** Previously filed with Amendment No. 3.
***** Previously filed with Amendment No. 4.
<PAGE>
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 19, 1994 /s/ Jeffrey R. Moreland
- ----------------- -----------------------
(Date) Jeffrey R. Moreland
Vice President - Law
and General Counsel
<PAGE>
EXHIBIT 10
[LETTERHEAD OF SANTA FE PACIFIC]
NEWS
CORPORATE COMMUNICATIONS
FOR IMMEDIATE RELEASE MEDIA CONTACT: Catherine Westphal
#82 (708) 995-6273
Joele Frank
Abernathy MacGregor Scanlon
(212) 371-5999
SANTA FE RESPONDS TO UNION PACIFIC
SCHAUMBURG, ILLINOIS, December 17, 1994 -- In response to a letter received
from Drew Lewis, chairman of Union Pacific Corporation, Robert D. Krebs, Santa
Fe's chairman, president and chief executive officer, issued the following reply
to Mr. Lewis:
Mr. Drew Lewis, Chairman
Union Pacific Corporation
Martin Tower, 8th & Eaton Avenues
Bethlehem, PA 18018
Dear Drew:
I am not sure that continuing to trade letters on "process" issues serves
any useful function. However, let me briefly reiterate Santa Fe's position.
Contrary to the statement in your December 16 letter, the Santa Fe board has NOT
put the company up for sale, and it is not conducting an auction. We entered
into a contract for a strategic combination with Burlington Northern -- a
combination that promises significant long-term growth. We are now negotiating
with Burlington Northern in order to improve that agreement.
At the same time, however, we have provided Union Pacific with all of the
information about Santa Fe it needs in order to make its best alternative
proposal. If you are willing and able to improve your proposal, I suggest that
you do so without delay.
Sincerely,
/s/Rob
###
<PAGE>
EXHIBIT 11
[LETTERHEAD OF SANTA FE PACIFIC]
NEWS
FOR IMMEDIATE RELEASE
MEDIA CONTACT: Burlington Northern Inc. Santa Fe Pacific Corp.
Richard Russack Catherine Westphal
(202) 347-8662 (708) 995-6273
BURLINGTON NORTHERN AND SANTA FE PACIFIC AMEND THEIR MERGER AGREEMENT TO
FACILITATE SUCCESSFUL COMPLETION OF THEIR STRATEGIC BUSINESS COMBINATION
- Santa Fe to Conduct Self-Tender Offer to Purchase 38 Million of its
Shares for $20 Per Share, Burlington Northern to Tender for Another 25
Million Santa Fe Shares at Same Price -
- Exchange Ratio Increased to .40 Burlington Northern Shares in Proposed
Second-Step, Tax-Free Stock-for-Stock Exchange -
- Grinstein and Krebs Say Revision "Reflects Companies' Determination to
Complete their Pro-Competitive, ICC-Approvable, Financially Sound
Merger"-
FORT WORTH, TEXAS and SCHAUMBURG, ILLINOIS, December 18, 1994 --
"Reflecting the determination of Burlington Northern Inc. and Santa Fe Pacific
Corporation to build the value of our two companies for our respective
shareholders by facilitating the successful completion of our pro-competitive,
ICC-approvable and financially sound strategic business combination, BN and
Santa Fe will shortly commence a joint tender offer to acquire a total of 63
Million Santa Fe shares, or approximately 33 percent of all such shares
outstanding, at $20 per share in a recapitalization and merger transaction,"
Gerald Grinstein, Chairman and Chief Executive Officer of Burlington Northern
Inc., and Robert D. Krebs, Chairman, President and Chief Executive Officer of
Santa Fe Pacific Corporation, announced today.
Under the terms of their amended merger agreement, Santa Fe will conduct a
cash tender offer at $20 per share to acquire 38 million of its shares
outstanding, representing approximately 20 percent of such shares, for a total
of $760 million. At the same time, BN will launch a cash tender offer, also at a
price of $20 per share, to acquire 25 million shares of Santa Fe, representing
approximately 13 percent of such Santa Fe shares currently outstanding, for $500
million. The tender offers will be made on a combined basis and are expected to
commence on or before Friday, December 23, 1994.
- more -
<PAGE>
BN/SFP Page 2
Following ICC approval, which the companies expect to receive in
mid-1996, BN and Santa Fe will complete their merger through a tax-free exchange
of stock at the increased exchange ratio of .40 of a BN share for each remaining
share of Santa Fe. This two-step transaction will have substantially the same
financial effect as an acquisition of Santa Fe by BN for 33 percent in cash and
67 percent in BN stock. Based on Friday's closing price of BN common stock, the
two-step transaction will have a blended value of $20.40 per Santa Fe share, or
$3.8 billion in aggregate.
Mr. Grinstein said: "The boards of directors of BN and Santa Fe have
unanimously reaffirmed their commitment to bring together our two great
railroads in a win-win transaction for everyone concerned. This pro-competitive,
end-to-end merger of our two systems will benefit shippers and the general
public by providing expanded single-line rail services, while enhancing our
nation's ability to compete in world markets by making efficient use of our
existing transportation infrastructure. It will create a rail network in the
western United States with far broader geographic coverage than either of the
carriers' existing systems, enhancing the ability of U.S. shippers to get their
products to market on a timely, cost-effective and competitive basis. The
combined company will also be a financially strong rail carrier with a
diversified traffic base and excellent financial prospects that will effectively
compete with the dominant railroad in the West, Union Pacific."
The transaction structure announced today is a refinement of the one
originally contemplated when the proposed merger of the two companies was
announced on June 30. That transaction called for BN to acquire Santa Fe in a
stock swap valued at $2.7 billion on June 30 with an exchange ratio of .27.
Increased on October 26 to .34 for a transaction valued at $3.2 billion on that
date. The modification of the exchange ratio followed the hostile takeover bid
announced by Union Pacific Corporation (UP) in early October. On November 8, in
an attempt to gain the support of Santa Fe shareholders for the UP merger
proposal despite widespread doubts that a UP/Santa Fe merger would win ICC
approval, UP said it would place Santa Fe's rail operations in a voting trust
pending receipt of such approval. BN has challenged the legality of UP's use of
a voting trust in the Third Circuit Court in Philadelphia. The Court is expected
to make its decision on this issue this week.
Mr. Krebs of Santa Fe said: "A business combination of Santa Fe and BN
is in the best long-term interest of both companies, their respective
shareholders, and our nation. While preserving the values of the original
structure for BN shareholders, the new structure allows Santa Fe shareholders
who wish to receive a substantial portion of the consideration in cash up front
to do so without waiting for ICC approval. At the same time, it allows Santa Fe
shareholders to participate in the substantial upside potential of the combined
company. This approach is the right approach for both companies. Jerry Grinstein
and I and our respective boards of directors are pleased that we have found an
alternative way to get the job done."
- more -
<PAGE>
BN/SFP Page 3
Completion of the Santa Fe self-tender offer and the BN tender offer, both
of which will be financed by bank debt and available cash, is anticipated in
late January 1995. The Santa Fe and BN offers are subject to each company
obtaining bank financing, commitments for which are expected shortly. Under the
terms of the amended merger agreement, BN will also receive a break-up fee of
$50 million and expense reimbursement not to exceed $10 million in the event
that the BN/Santa Fe merger is not completed because of a new competing offer.
As previously announced, BN and Santa Fe have rescheduled their respective
special shareholders' meetings to vote on the BN/Santa Fe merger for Friday,
January 27, 1995, with a new record date of December 27, 1994. Consummation of
the tender offer is contingent, among other things, on a vote by the holders of
a majority of the shares of both companies in favor of the merger.
In addition, shortly after completion of the tender offer, Santa Fe intends
to offer to repurchase certain existing debt obligations totaling approximately
$400 million, including (1) the $100 million 8 3/8% notes due November 1, 2001
and (2) the $100 million 8 5/8% notes due November 1, 2004. Proceeds for these
repurchases will also be funded from the bank financing.
Burlington Northern Inc. (NYSE: BNI) is the parent company of Burlington
Northern Railroad, the largest transporter of grain and coal in America. It also
serves customers in a variety of consumer, automotive and forest products and
manufacturing industries.
Santa Fe Pacific Corporation (NYSE: SFX) is the parent company of Atchison,
Topeka and Santa Fe Railway and Santa Fe Pacific Pipeline Partners, L.P. Santa
Fe Railway holds the record for hauling intermodal shipments, 1.22 million units
annually, and currently serves 12 western, midwestern, and southwestern states
between Chicago, the West Coast, and the Gulf of Mexico.
###
