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SCHEDULE 14A
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934
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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
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SANTA FE PACIFIC CORPORATION
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
SANTA FE PACIFIC CORPORATION
(NAME OF PERSON(S) FILING PROXY STATEMENT)
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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 ratio 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: ......................
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[LETTERHEAD OF SANTA FE PACIFIC]
FOR IMMEDIATE RELEASE MEDIA CONTACT: Catherine Westphal
#60 (708) 995-6273
Joele Frank
Abernathy MacGregor Scanlon
(212) 371-5999
SANTA FE BOARD REJECTS OCTOBER 30 UNION PACIFIC PROPOSAL
SCHAUMBURG, ILLINOIS, NOVEMBER 2, 1994 - Santa Fe Pacific Corporation
announced today that its board of directors voted unanimously to reject Union
Pacific Corporation's October 30 non-binding hostile proposal to acquire
Santa Fe.
The Santa Fe Pacific board reaffirmed its commitment to its previously
announced merger with Burlington Northern Inc.
The board's decision was communicated in the following letter from Santa Fe
Chairman, President and Chief Executive Officer Robert D. Krebs to Union Pacific
President Richard Davidson.
Dear Mr. Davidson:
I am writing in response to your letters to me dated October 30 and
November 1, 1994 in which you presented an amended proposal of Union
Pacific Corporation (UP) to acquire Santa Fe Pacific Corporation (SFP) and
discussed issues relating to whether the Interstate Commerce Commission
(ICC) would approve a UP-SFP merger.
The SFP board has instructed me to tell you that it has rejected UP's
amended proposal, as further described in your November 1 letter and in
earlier materials relating to the ICC issues that UP sent us (UP Amended
Proposal). The board will continue to recommend to SFP's shareholders that
they approve the merger between SFP and Burlington Northern Inc. (BN)
called for in our present agreement with BN. The board and its advisors
believe that a BN-SFP merger will be highly beneficial to SFP's
shareholders as well as the public and that the ICC is likely to approve
the BN-SFP merger.
By contrast, the board and its advisors believe it is unlikely that
the UP Amended Proposal would receive ICC approval. Whatever the exchange
ratio provided for in the UP proposal, it would be of no benefit to SFP's
shareholders if it would not receive the required regulatory approval. Your
November 1 letter does not change our analysis.
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SFP
The board is not willing to recommend abandoning a highly advantageous
transaction with BN in favor of a proposed transaction that not even UP or
its retained advisors can say is likely to receive ICC approval.
Under these circumstances, I must decline your invitation to have a
meeting to discuss your proposal. Such a meeting would cause SFP to run an
unacceptable risk of breaching its agreement with BN.
As I have said twice before in letters to Drew Lewis, if UP makes a
proposal at a fair price and with an adequate provision for a voting trust
that would substantially eliminate the regulatory risk for SFP
shareholders, the board would consider that proposal in light of its
fiduciary duties.
Sincerely,
Robert D. Krebs
Chairman, President and
Chief Executive Officer
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