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[LETTERHEAD OF SANTA FE PACIFIC]
CORPORATE COMMUNICATIONS NEWS
FOR IMMEDIATE RELEASE MEDIA CONTACT: Catherine Westphal
#14 (708) 995-6273
Joele Frank
Abernathy MacGregor Scanlon
(212) 371-5999
DELAWARE COURT RULES AGAINST UNION PACIFIC
SCHAUMBURG, ILLINOIS, January 30, 1995 - Delaware Chancery Court issued a
decision today denying Union Pacific's request for an expedited hearing on its
bid to compel the Santa Fe board of directors to redeem the rights issued
pursuant to its Shareholder Rights Plan. The Court also denied a similar request
made by shareholder plaintiffs who had sought an order enjoining Santa Fe and
Burlington Northern from purchasing shares pursuant to their joint tender offer.
Union Pacific and plaintiffs filed their motions seeking injunctive relief
on January 26, 1995, just eleven days before the February 7 meeting at which
shareholders are scheduled to vote on the Santa Fe/Burlington Northern merger.
The Court stated that Union Pacific and plaintiffs could have and should have
sought a hearing on their claims weeks earlier and declined to consider their
claims on the one-week schedule Union Pacific and plaintiffs proposed.
The Court observed that it was obvious that the failure of Union Pacific to
move more quickly was clearly "not the product of oversight." Rather, the Court
viewed Union Pacific's filing as a tactical maneuver born out of fear that Union
Pacific was losing in the marketplace: "The inescapable inference (from the late
filing) is that the injunction motions were motivated by a concern that the
Alleghany/Santa Fe agreement might tip the scales against Union Pacific in a
close contest."
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