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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, would have been 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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LOGO
SANTA FE PACIFIC CORPORATION
1700 EAST GOLF ROAD
SCHAUMBURG, ILLINOIS 60173-5860
THE BURLINGTON NORTHERN-SANTA FE MERGER
IS THE BEST DEAL FOR SHAREHOLDERS
January 25, 1995
Dear Shareholder:
On February 7, 1995 Santa Fe shareholders will vote on the proposed merger
of Santa Fe and Burlington Northern. The merger agreement for this transaction
has been amended to reflect improved terms while retaining a tax-free option
for Santa Fe shareholders.
Pursuant to the terms of the revised agreement:
. Santa Fe and Burlington Northern will purchase a total of 63,000,000
shares of Santa Fe common stock at $20.00 cash per share pursuant to a
joint tender offer which commenced on December 23, 1994.*
. Following regulatory approval of the merger, each share of Santa Fe
stock not purchased for cash will be exchanged -- TAX-FREE -- for at
least 0.40 and as much as 0.4347 shares of Burlington Northern common
stock. BURLINGTON NORTHERN STOCK HAS TRADED AT APPROXIMATELY $50 OR
HIGHER SINCE JANUARY 5, 1995.
YOUR BOARD OF DIRECTORS BELIEVES THE BURLINGTON NORTHERN-SANTA FE MERGER IS
IN THE BEST INTERESTS OF SANTA FE SHAREHOLDERS AND UNANIMOUSLY RECOMMENDS A
VOTE FOR ITS ADOPTION. The merger affords shareholders the opportunity to
participate in the substantial upside potential of the combined company.
YOU SHOULD KNOW THAT ALLEGHANY CORPORATION, SANTA FE'S LARGEST HOLDER WITH
13.5 MILLION SHARES, AND GEORGE MCFADDEN, OWNER OF 1.8 MILLION SANTA FE
SHARES, ARE PUBLICLY SUPPORTING THE BURLINGTON NORTHERN-SANTA FE MERGER.
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UNION PACIFIC'S INFERIOR PROPOSAL
In its latest effort opposing the Burlington Northern - Santa Fe merger,
Union Pacific Corporation claims it has made a "dramatic improvement" to its
offer. However, consider the following:
. A LESS THAN 5% PREMIUM to the closing market price of Santa Fe stock on
the day before Union Pacific announced its revised bid.
. A FULLY TAXABLE TRANSACTION WHETHER OR NOT YOU TENDER to Union Pacific.
. A PRICE WELL BELOW THE UPSIDE POTENTIAL of the strategic Burlington
Northern-Santa Fe merger.
. EXTRAORDINARY CONDITIONS including a requirement that at least 90% of
Santa Fe's outstanding shares be tendered to Union Pacific.
A CASH TENDER OR A TAX-FREE EXCHANGE
Unlike the Union Pacific proposal, the Burlington Northern-Santa Fe merger
allows Santa Fe holders to receive $20.00 cash for some of their shares or at
least .40 and as much as 0.4347 shares of Burlington Northern stock in a tax-
free exchange. Shareholders can make their own determination as to what
financial consideration best serves their objectives.
TO RECEIVE CASH:
1. Vote FOR the Burlington Northern-Santa Fe merger by signing, dating and
mailing the enclosed WHITE proxy card (with the blue stripe printed at the
top).
2. Tender your shares pursuant to the instructions in the joint offer
materials sent to you by Burlington Northern and Santa Fe.
3. Any shares returned to you due to proration will be exchanged for shares of
Burlington Northern stock following regulatory approval of the merger.
TO RECEIVE BURLINGTON NORTHERN STOCK IN A TAX-FREE EXCHANGE:
1. Vote FOR the merger by signing, dating and mailing the enclosed WHITE proxy
card (with the blue stripe printed at the top).
2. Do not send in your Santa Fe stock certificates. Following regulatory
approval of the merger, you will receive instructions on how to exchange
your Santa Fe shares for Burlington Northern stock.
3. During the regulatory review period, your Santa Fe shares will remain in
your control and will be freely tradeable.
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SIGNIFICANT UPSIDE POTENTIAL
Your Board strongly believes the Burlington Northern-Santa Fe merger is the
best deal for Santa Fe shareholders. THIS MERGER GIVES YOU THE BEST VALUE FOR
YOUR SHARES AND A TAX-FREE OPTION TO PARTICIPATE AS AN INVESTOR IN THE
NATION'S LARGEST RAILROAD COMPANY WITH EXCELLENT PROSPECTS FOR FUTURE GROWTH.
The merger is expected to result in operating benefits of approximately $560
million per year when revenue growth and cost savings are fully realized.
Whether you prefer cash or Burlington Northern stock for your Santa Fe
shares, it is important that you vote FOR the merger. NO CASH PURCHASES OR
TAX-FREE EXCHANGES WILL OCCUR UNLESS THE MERGER IS APPROVED BY SHAREHOLDERS.
Accordingly, please vote FOR the merger by signing, dating and mailing the
enclosed WHITE proxy card (with the blue stripe printed at the top) at your
earliest convenience. Since the special meeting is only a few days away, it is
important to act promptly.
Thank you.
On Behalf of the Board of Directors
Sincerely,
LOGO
Robert D. Krebs
Chairman, President and Chief Executive
Officer
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* The tender offer is subject to a number of conditions. Shareholders should
carefully review the Offer to Purchase, as supplemented, as well as Santa
Fe's proxy statement. Because of possible prorationing in the tender offer,
shareholders who tender may not receive cash for all their shares. The
tender offer expires at midnight on February 8, 1995, unless extended. The
tender offer may be extended by Santa Fe and Burlington Northern by giving
notice to the Depositary and making a public announcement.
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I M P O R T A N T
Please make sure your latest dated proxy is a WHITE card with a blue
stripe printed at the top voting FOR the Burlington Northern-Santa Fe
merger. A FAILURE TO VOTE WILL HAVE THE SAME EFFECT AS A VOTE AGAINST THE
MERGER.
If you have any questions or need assistance voting your Santa Fe shares,
please call either of our proxy solicitors:
D.F. KING & CO., INC.
1-800-697-6974 (Toll-Free) LOGO
1-800-322-2885 (Toll-Free)
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