<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. 3
-----------------
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>
STATEMENT IN RESPONSE TO BURLINGTON NORTHERN/SANTA FE OFFER
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 December
23, 1994 as amended by Amendments No. 1 through 2 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.
<PAGE>
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
Exhibit 27 - Form of Press Release dated January 14, 1995.
<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.
January 17, 1995 /s/ Jeffrey R. Moreland
- --------------- -----------------------
(Date) Jeffrey R. Moreland
Vice President - Law
and General Counsel
<PAGE>
[Logo of Santa Fe Pacific Corporation]
NEWS
CORPORATE COMMUNICATIONS
CONTACT: Richard Russack (BN) FOR IMMEDIATE RELEASE
(817) 333-6116 #3
Catherine Westphal (Santa Fe)
(708) 995-6273
SEC DECLARES BN REGISTRATION STATEMENT EFFECTIVE;
NEW BN, SANTA FE SHAREHOLDER MEETING DATES SCHEDULED;
JOINT TENDER OFFER EXTENDED
FORT WORTH, TEXAS and SCHAUMBURG, ILLINOIS, January 14, 1995 -- The
Securities and Exchange Commission today declared effective the Registration
Statement for Burlington Northern Inc. (BN) which contains the BN and Santa Fe
Pacific Corporation (Santa Fe) joint proxy materials relating to the proposed
merger of the two companies. The proxy materials are being mailed to
shareholders of both companies, and a supplement to the offer to purchase
relating to the previously announced BN and Santa Fe joint tender offer for
Santa Fe common stock is also being mailed to Santa Fe shareholders.
Additionally, BN and Santa Fe announced that their respective shareholders
meetings have been rescheduled to comply with legal requirements. BN's
shareholders meeting will be held on Tuesday, February 7, 1995 at 10:00 a.m. CST
at 3017 Lou Menk Drive in Fort Worth. The Santa Fe shareholders meeting will be
held on Tuesday, February 7, 1995 at 3:00 p.m. CST at the Arlington Park Hilton
Conference Center, 3400 West Euclid Avenue, Arlington Heights, Illinois. The two
companies' shareholders meetings were previously scheduled for January 27. The
record date for the meetings remains December 27, 1994.
- more -
<PAGE>
Page 2 BN/SF
In connection with this postponement, the expiration date of the joint
tender offer has been extended. The tender offer, proration period and
withdrawal rights are now scheduled to expire at 12:00 midnight EST Wednesday,
February 8, 1995. As of January 12, 1995, approximately two million shares of
Santa Fe common stock have been tendered in response to the tender offer.
In addition, BN announced that the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 applicable to BN's purchase
of Santa Fe common stock under the tender offer expired at midnight on January
11, 1995.
Burlington Northern Inc. (NYSE:BNI) is the parent company of Burlington
Northern Railroad, one of the world's leading providers of transportation and
logistics services, and operator of the longest rail system in North America,
with more than 23,000 miles of track reaching across 25 states and two Canadian
provinces.
Santa Fe Pacific Corporation (NYSE:SFX) is the parent company of The
Atchison, Topeka and Santa Fe Railway Company, which operates in 12 states and
offers service to Mexico. In addition, Santa Fe owns a 44-percent interest in
Santa Fe Pacific Pipeline Partners, L.P.
###
