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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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
November 14, 1994
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(Date of Event which Requires Filing of this Statement)
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 12,032,500
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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 12,032,500
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10. Shared Dispositive Power
200,000
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
12,232,500
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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)
6.6%
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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. 2 amends the Schedule 13D Statement filed
by Alleghany on September 22, 1994, as amended by Amendment
No. 1 filed on October 14, 1994, by furnishing the
information set forth below.
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 in the Schedule 13D Statement
filed by Alleghany on September 22, 1994, as amended, is
further amended to read in its entirety as follows:
As of the close of business on November 11, 1994
no indebtedness is outstanding under the Revolving Credit
Facility.
Item 4. Purpose of the Transaction.
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The information previously furnished in response to
Item 4 is hereby supplemented as follows:
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On October 14, 1994, Alleghany filed 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. Alleghany was notified
that early termination of the waiting period was granted
effective as of 8:00 p.m. on November 3, 1994.
On November 14, 1994, John J. Burns, Jr., President
and Chief Executive Officer of Alleghany, sent to Robert D.
Krebs, Chairman, President and Chief Executive Officer of
Santa Fe Pacific, a letter, the complete text of which is as
follows:
November 14, 1994
Mr. Robert D. Krebs
Chairman, President
and CEO
Santa Fe Pacific Corporation
1700 East Golf Road
Schaumburg, Illinois 60173
Dear Rob:
As you and the Board evaluate the UP and Burlington
proposals, I hope you will keep in mind the alternative of
continuing Santa Fe as an independent railroad. I recognize
that merely choosing the independent alternative could
possibly anger a large number of stockholders if it resulted
in a decline in Santa Fe's stock price. However, if our
understanding of your future cash flow is correct, Santa Fe
can easily carry enough debt to permit a recapitalization.
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Moreover, Alleghany would be interested in providing equity
financing for such a recapitalization.
Thus, by way of illustration, if Santa Fe were to tender
for 40% of its outstanding stock at the purported UP offer of
$17.50 per share, it would require about $1.3 billion. This
might be financed with a purchase by Alleghany of up to
$300 million of convertible preferred of Santa Fe and with
Santa Fe borrowing the balance. As you know, there are ample
precedents for this type of recapitalization and I suspect it
would be welcomed by other Santa Fe stockholders who would
like to maintain a long-term investment in the Santa Fe.
In closing, I would repeat that Alleghany admires the
Santa Fe and wants to be supportive of its management. While
we will not support a merger which puts the risk of a two to
five year approval process on the stockholders, we otherwise
would be prepared to support the recommendations of the
Board.
Please let me know if you have any interest in exploring
the above with us.
Sincerely yours,
/s/ John J. Burns, Jr.
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
November 11, 1994, Alleghany beneficially owned 12,232,500
shares of the Common Stock of Santa Fe Pacific, or
approximately 6.6% of the 186,523,992 outstanding shares of
Common Stock of Santa Fe Pacific, as reported in Santa Fe
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Pacific's Quarterly 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, 12,032,500 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 October 13, 1994, the last date for
which such transactions were reflected on Amendment No. 1 to
Alleghany's Schedule 13D Statement, were as follows:
Number of
Shares Price
Trade Date Purchased Per Share
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11/10/94 233,500 16.000
11/11/94 132,500 16.125
All of such shares were purchased in ordinary
brokerage transactions effected on the New York Stock
Exchange.
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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 Amendment No. 2 is true, complete and correct.
Dated: November 14, 1994
ALLEGHANY CORPORATION
By:/s/ Robert M. Hart
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Robert M. Hart
Senior Vice President and
General Counsel
