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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9/A
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4)
of the Securities Exchange Act of 1934
AMENDMENT NO. 15
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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)
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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)
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Copy to:
Scott J. Davis
Mayer, Brown & Platt
190 South LaSalle Street
Chicago, Illinois 60603-3441
(312) 782-0600
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Statement in Response to Union Pacific Offer
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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
November 22, 1994, as amended by Amendments No. 1 through 14 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.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
The information set forth in the Form of Press Release dated January 26,
1995 attached hereto as exhibit 21, is incorporated herein by reference.
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Item 9. Material to be Filed as Exhibits.
EXHIBIT INDEX
Exhibit No. Description
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Exhibit 21 - Form of Press Release dated January 26, 1995
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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 statement is true, complete, and
correct.
January 26, 1995 /s/ Jeffrey R. Moreland
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(Date) Jeffrey R. Moreland
Vice President - Law
and General Counsel
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EXHIBIT 21
[LETTERHEAD OF SANTA FE PACIFIC]
CORPORATE COMMUNICATIONS
FOR IMMEDIATE RELEASE MEDIA CONTACT: CATHERINE WESTPHAL
#10 (708) 995-6273
JOELE FRANK
ABERNATHY MACGREGOR SCANLON
(212) 371-5999
SANTA FE RESPONDS TO UP'S DELAWARE COURT FILING
SCHAUMBURG, ILLINOIS, JANUARY 26, 1995 - Santa Fe Pacific stated today that
it had been advised by its counsel that there is no merit to Union Pacific's
recent filing in the Delaware Chancery Court seeking a preliminary injunction
against enforcement of Santa Fe's Shareholder Rights Plan. Santa Fe denied Union
Pacific's claim that the Shareholder Rights Plan was being used for an improper
purpose, and stated that it would continue to act in its shareholders' best
interest.
Santa Fe said that the Shareholder Rights Plan has been in place since
November and that Union Pacific's failure to seek an injunction until the end of
January is a last minute litigation tactic designed to create confusion during
the period immediately before the February 7 shareholders meeting to vote on the
Burlington Northern - Santa Fe merger.
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