SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
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, General Counsel and Secretary
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
March 3, 1995
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(Date of Event which Requires Filing of this Statement)
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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 11,846,958
Beneficially ------------------------
Owned by 8. Shared Voting Power
Each Reporting 6,215,038
Person With ------------------------
9. Sole Dispositive Power
11,846,958
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10. Shared Dispositive Power
6,215,038
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11. Aggregate Amount Beneficially Owned by Each
Reporting Person
18,061,996
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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)
11.8%*
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14. Type of Reporting Person (See Instructions)
CO
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* As reported in the press release issued by Santa Fe
Pacific on March 3, 1995.
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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. 6 amends the Schedule 13D Statement filed
by Alleghany on September 22, 1994, as amended by Amendment
Nos. 1, 2, 3, 4 and 5 filed on October 14, 1994, November 14,
1994, January 24, 1995, January 25, 1995 and February 6,
1995, respectively, by furnishing the information set forth
below.
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Item 4. Purpose of the Transaction.
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The information previously furnished in response to
Item 4 is hereby updated and supplemented as follows:
On March 3, 1995, Santa Fe Pacific announced that
John J. Burns, Jr., President and chief executive officer of
Alleghany, has been elected to the Board of Directors of
Santa Fe Pacific, effective March 28, 1995. In his capacity
as a director of Santa Fe Pacific, Mr. Burns will participate
in consideration of matters relating to Santa Fe Pacific and
its business.
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Item 5. Interest in Securities of the Issuer.
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The information previously furnished in response to
Item 5 is hereby updated and supplemented as follows:
Attached hereto as Appendix III is a list of the
number of shares and percentage of Santa Fe Pacific Common
Stock, if any, beneficially owned by each of the persons
listed in Appendix I who owned any shares of Santa Fe Pacific
Common Stock as of March 3, 1995.
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SIGNATURE
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After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this Amendment No. 6 is true, complete and correct.
Dated: March 3, 1995
ALLEGHANY CORPORATION
By: /s/ Robert M. Hart
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Robert M. Hart
Senior Vice President,
General Counsel and
Secretary
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APPENDIX III
On March 1, 1995, John J. Burns, Jr., President and
chief executive officer of Alleghany, acquired 1,000 shares
of Common Stock of Santa Fe Pacific, constituting less than
0.1% of the outstanding shares of Common Stock of Santa Fe
Pacific. Such shares were purchased in a transaction on the
New York Stock Exchange at a purchase price of $21.25 per
share. Mr. Burns has sole power to vote and sole power to
dispose of such shares, and no other person has the right to
receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, such shares.
