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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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
January 24, 1995
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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 [ ].
Page 1 of 16 pages
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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 7,278,962
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Beneficially 8. Shared Voting Power
Owned by 6,215,038
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Each Reporting 9. Sole Dispositive Power
Person With 7,278,962
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10. Shared Dispositive Power
6,215,038
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
13,494,000
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12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
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Page 2 of 16 pages
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13. Percent of Class Represented by Amount in Row (11)
7.2%
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14. Type of Reporting Person (See Instructions)
CO
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Page 3 of 16 pages
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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. 3 amends the Schedule 13D Statement filed
by Alleghany on September 22, 1994, as amended by Amendment
Nos. 1 and 2, filed on October 14, 1994, and
November 14, 1994, respectively, by furnishing the
information set forth below.
Item 2. Identity and Background.
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The information previously furnished in response to
Item 2 is hereby supplemented as follows:
On October 31, 1994, Alleghany completed the sale
of Sacramento Savings Bank, its retail banking subsidiary, to
First Interstate Bank of California. On December 9, 1994,
Underwriters Reinsurance Company ("Underwriters") acquired
Underwriters Insurance Company ("UIC") (formerly known as
Pinnacle Property and Casualty Insurance Corporation). UIC,
a wholly owned subsidiary of Underwriters, operates as a
primary insurer.
Page 4 of 16 pages
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Theodore E. Somerville, formerly Vice President of
Alleghany, retired as of December 31, 1994, and John E.
Conway, formerly Vice President, Secretary and Treasurer of
Alleghany, has retired effective at the end of January 1995.
Effective January 1, 1995, Robert M. Hart, Senior Vice
President and General Counsel of Alleghany, was appointed to
the additional office of Secretary, and Peter R. Sismondo,
Vice President, Controller and Assistant Secretary of
Alleghany was appointed to the additional office of
Treasurer.
Item 4. Purpose of the Transaction.
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The information previously furnished in response to
Item 4 is hereby supplemented as follows:
On December 16, 1994, Alleghany contributed
6,015,038 shares of the Common Stock of Santa Fe Pacific to
its Underwriters Reinsurance subsidiaries, of which 1,022,556
shares are held by Underwriters and 4,992,482 shares are held
by UIC.
On December 23, 1994, pursuant to the terms of the
Agreement and Plan of Merger dated as of June 29, 1994 (as
amended, the "Merger Agreement") between Santa Fe Pacific and
Burlington Northern Inc. ("Burlington Northern"), Santa Fe
Pacific and Burlington Northern commenced an offer to
purchase up to 63,000,000 shares of Santa Fe Pacific Common
Stock (the "Offer"). Alleghany presently intends to tender
or cause the tender pursuant to the Offer of all of the
Page 5 of 16 pages
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shares of Santa Fe Pacific Common Stock which it beneficially
owns, and to reinvest the proceeds of sales of Santa Fe
Pacific Common Stock pursuant to the Offer in purchases of
Santa Fe Pacific Common Stock. The Board of Directors of
Alleghany has authorized purchases of additional shares of
Common Stock of Santa Fe Pacific up to an aggregate
beneficial ownership by Alleghany of 9.9% of the Common Stock
of Santa Fe Pacific. Moreover, in view of the action taken
by the Board of Directors of Santa Fe Pacific on
January 24, 1995 to increase the percentage ownership of
Common Stock of Santa Fe Pacific which triggers rights under
the Santa Fe Pacific rights plan from 10% to 15%, management
of Alleghany intends to request the Board of Directors of
Alleghany to authorize additional purchases up to an
aggregate beneficial ownership by Alleghany of 14.9% of the
Common Stock of Santa Fe Pacific. Alleghany's intention to
purchase additional shares of Santa Fe Pacific Common Stock,
including from reinvestment of proceeds of sales pursuant to
the Offer, as described above is dependent upon market
conditions, the state of affairs of Santa Fe Pacific and of
the businesses in which it is engaged and other factors, and
is subject to applicable laws and to the availability of
shares at prices deemed favorable by Alleghany. Alleghany
will continue to consider its equity interest in Santa Fe
Pacific and reserves the right to formulate such plans or
proposals, and to take such action, as may seem appropriate
in the circumstances existing at any future date.
Page 6 of 16 pages
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See Item 6 below for a description of the agreement
among Alleghany, Santa Fe Pacific and Burlington Northern
whereby Alleghany has agreed to vote or cause to be voted in
favor of the Merger Agreement the shares of Santa Fe Pacific
Common Stock beneficially owned by Alleghany at the meeting
of stockholders of Santa Fe Pacific scheduled to be held on
February 7, 1995, provided that, on such date, the Board of
Directors of Santa Fe Pacific continues to recommend that the
stockholders of Santa Fe Pacific vote to approve the Merger
Agreement.
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
January 23, 1995, Alleghany beneficially owned 13,494,000
shares of the Common Stock of Santa Fe Pacific, or
approximately 7.2% of the 188,301,537 outstanding shares of
Common Stock of Santa Fe Pacific, as reported in Burlington
Northern and Santa Fe Pacific's Joint Proxy Statement for
Special Meetings of Stockholders to be held February 7, 1995
as being outstanding at December 31, 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, 7,278,962 shares of the Common Stock of
Santa Fe Pacific disclosed in Item 5(a) above.
Page 7 of 16 pages
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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
Underwriters Reinsurance Company 1,022,556
22801 Ventura Boulevard
Woodland Hills, California 91365
Underwriters Insurance Company 4,992,482
22801 Ventura Boulevard
Woodland Hills, California 91365
Information concerning the principal business of each of
Chicago Title, Ticor Title, Ticor Title Guarantee, Security
Union, Underwriters and UIC is set forth in Item 2 hereof,
and specifically incorporated in this Item 5.
The information previously furnished in response to
Item 5(c) is supplemented as follows:
Page 8 of 16 pages
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(c) Transactions effected in the Common Stock of
Santa Fe Pacific since November 11, 1994, the last date for
which such transactions were reflected on Amendment No. 2 to
Alleghany's Schedule 13D Statement, were as follows:
Number of
Shares Price
Trade Date Purchased Per Share
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11/14/94 7,500 16.2500
11/16/94 26,800 16.3750
11/17/94 200,000 16.3750
11/17/94 27,200 16.2500
11/18/94 118,500 16.3750
11/18/94 12,000 16.3750(1)
11/21/94 169,500 16.3750
11/21/94 150,000 16.2500
11/21/94 1,000 16.1250
11/22/94 100,000 16.1250
11/22/94 49,000 16.2500
11/23/94 100,000 16.2500
11/25/94 146,200 16.2500
11/25/94 22,000 16.2500(2)
11/28/94 131,800 16.2500
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(1) Trade effected on the Chicago Stock Exchange.
(2) Trade effected on the Pacific Stock Exchange.
Except as otherwise noted, all of such shares were
purchased in ordinary brokerage transactions effected on the
New York Stock Exchange.
On December 16, 1994, Alleghany contributed
6,015,038 shares of the Common Stock of Santa Fe Pacific to
its Underwriters Reinsurance subsidiaries, of which 1,022,556
shares are held by Underwriters and 4,992,482 shares are held
by UIC.
Page 9 of 16 pages
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Item 6. Contracts, Arrangements, Understandings or
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Relationships with Respect to Securities of the Issuer.
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On January 24, 1995, Alleghany entered into a
letter agreement (the "Letter Agreement") with Santa Fe
Pacific and with Burlington Northern, a copy of which is
annexed hereto as Exhibit 2. Pursuant to the Letter
Agreement, Alleghany has agreed, on its own behalf and solely
in its capacity as a stockholder of Santa Fe Pacific, that in
consideration of Santa Fe Pacific and Burlington Northern
entering into Amendment No. 3 dated as of January 24, 1995 to
the Merger Agreement, and in consideration of action taken by
the Board of Directors of Santa Fe Pacific to increase the
percentage ownership of Santa Fe Pacific Common Stock which
triggers rights under the Santa Fe Pacific rights plan
adopted in November 1994 from 10% to 15%, Alleghany will vote
or cause to be voted in favor of the Merger Agreement the
shares of Santa Fe Pacific Common Stock beneficially owned by
Alleghany at any meeting of Santa Fe Pacific stockholders
held to consider the Merger Agreement for which the record
date is December 27, 1994, provided that, at the date of such
meeting, the Board of Directors of Santa Fe Pacific continues
to recommend that the stockholders of Santa Fe Pacific vote
to approve the Merger Agreement. Amendment No. 3 permits the
purchase by Santa Fe Pacific of additional shares of Santa Fe
Pacific Common Stock prior to consummation of the Merger (as
defined in the Merger Agreement) under certain circumstances,
Page 10 of 16 pages
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which purchases would result in an increase in the Exchange
Ratio (as defined in the Merger Agreement) of up to 0.4347.
Item 7. Material to be filed as Exhibits.
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The information previously furnished in response to
Item 7 is supplemented as follows:
2. Letter agreement entered into on
January 24, 1995 by Alleghany with Santa Fe Pacific and with
Burlington Northern.
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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. 3 is true, complete and correct.
Dated: January 24, 1995
ALLEGHANY CORPORATION
By: /s/ Robert M. Hart
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Robert M. Hart
Senior Vice President,
General Counsel and
Secretary
Page 12 of 16 pages
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INDEX TO EXHIBITS
Exhibit Number Description
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2. Letter agreement entered into on
January 24, 1995 by Alleghany with
Santa Fe Pacific and with Burlington
Northern.
Page 13 of 16 pages
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Exhibit 2
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[ON ALLEGHANY CORPORATION LETTERHEAD]
January 24, 1995
Mr. Robert D. Krebs
Chairman, President and
Chief Executive Officer
Santa Fe Pacific Corporation
1700 East Golf Road
Schaumburg, Illinois 60173
Mr. Gerald Grinstein
Chairman and Chief
Executive Officer
Burlington Northern Inc.
3800 Continental Plaza
777 Main Street
Fort Worth, Texas 76102
Gentlemen:
This letter agreement is to set forth the
understanding among us as follows:
1. In consideration of Santa Fe Pacific
Corporation ("SFP") and Burlington Northern Inc. ("BNI")
entering into Amendment No. 3 dated as of January 24, 1995
("Amendment No. 3") to the Agreement and Plan of Merger dated
as of June 29, 1994 between BNI and SFP (as so amended, the
"Merger Agreement"), and in consideration of action taken by
the Board of Directors of SFP to increase the percentage
ownership of SFP common stock which triggers rights under the
SFP rights plan adopted in November 1994 from 10% to 15%,
Alleghany Corporation ("Alleghany") hereby agrees, on its own
behalf and solely in its capacity as a stockholder of SFP, to
vote or cause to be voted in favor of the Merger Agreement
the Alleghany Owned Shares (as defined in paragraph 2 below)
at any meeting of SFP stockholders held to consider the
Merger Agreement for which the record date is
December 27, 1994, provided that, at the date of such
meeting, the Board of Directors of SFP continues to recommend
that the stockholders of SFP vote for approval of the Merger
Agreement. Amendment No. 3 permits the purchase by SFP of
additional shares of SFP common stock prior to consummation
of the Merger (as defined in the Merger Agreement) under
certain circumstances which purchases would result in an
Page 14 of 16 pages
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increase in the Exchange Ratio (as defined in the Merger
Agreement) of up to 0.4347.
2. Alleghany represents and warrants that (a) as
of December 27, 1994, Alleghany beneficially owned 13,494,000
shares of SFP common stock (the "Alleghany Owned Shares"), of
which 7,278,962 shares were owned by Alleghany directly and
6,215,038 shares were owned by subsidiaries of Alleghany, and
(b) as of the date of any meeting of SFP stockholders to vote
on the Merger Agreement for which the record date is December
27, 1994, Alleghany will have the right to vote (or cause to
be voted) all Alleghany Owned Shares.
3. Neither the execution and delivery of this
letter agreement by Alleghany nor the performance by
Alleghany of its obligations hereunder will violate or result
in any breach or violation of or be in conflict with or
constitute a default under any agreement or other instrument
to which Alleghany is a party (including Alleghany's
certificate of incorporation and by-laws). If any provision
of this letter agreement shall be invalid or unenforceable
under applicable law, such provision shall be ineffective to
the extent of such invalidity or unenforceability only,
without in any way affecting the remaining provisions of this
letter agreement. This letter agreement shall be governed by
and construed in accordance with the laws of the State of
Delaware.
4. This letter agreement sets forth the entire
understanding and agreement among the parties hereto and may
be amended only by a written agreement executed by all of the
parties hereto. This letter agreement has been duly
authorized by all necessary corporate action of the part of
BNI, SFP or Alleghany, as the case may be. This letter
agreement shall terminate upon the earlier to occur of (i) a
final SFP vote on the Merger Agreement and (ii) any
withdrawal by the SFP Board of Directors of its
recommendation that the stockholders of SFP vote for approval
of the Merger Agreement.
Page 15 of 16 pages
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If the foregoing accurately sets forth our
agreement please so indicate by signing below.
Very truly yours,
ALLEGHANY CORPORATION
By: /s/ John J. Burns, Jr.
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John J. Burns, Jr.
President and Chief
Executive Officer
Accepted and Agreed as of the
24th day of January, 1995
SANTA FE PACIFIC CORPORATION
By: /s/ Robert D. Krebs
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Robert D. Krebs
Chairman, President and
Chief Executive Officer
BURLINGTON NORTHERN INC.
By: /s/ Gerald Grinstein
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Gerald Grinstein
Chairman and Chief Executive
Officer
Page 16 of 16 pages
