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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 [x]
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, will be 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 of Santa Fe Pacific Corporation]
NEWS
CORPORATE COMMUNICATIONS
CONTACT: Richard Russack (BN) FOR IMMEDIATE RELEASE
(817) 333-6116 #3
Catherine Westphal (Santa Fe)
(708) 995-6273
SEC DECLARES BN REGISTRATION STATEMENT EFFECTIVE;
NEW BN, SANTA FE SHAREHOLDER MEETING DATES SCHEDULED;
JOINT TENDER OFFER EXTENDED
FORT WORTH, TEXAS and SCHAUMBURG, ILLINOIS, January 14, 1995 -- The
Securities and Exchange Commission today declared effective the Registration
Statement for Burlington Northern Inc. (BN) which contains the BN and Santa Fe
Pacific Corporation (Santa Fe) joint proxy materials relating to the proposed
merger of the two companies. The proxy materials are being mailed to
shareholders of both companies, and a supplement to the offer to purchase
relating to the previously announced BN and Santa Fe joint tender offer for
Santa Fe common stock is also being mailed to Santa Fe shareholders.
Additionally, BN and Santa Fe announced that their respective shareholders
meetings have been rescheduled to comply with legal requirements. BN's
shareholders meeting will be held on Tuesday, February 7, 1995 at 10:00 a.m. CST
at 3017 Lou Menk Drive in Fort Worth. The Santa Fe shareholders meeting will be
held on Tuesday, February 7, 1995 at 3:00 p.m. CST at the Arlington Park Hilton
Conference Center, 3400 West Euclid Avenue, Arlington Heights, Illinois. The two
companies' shareholders meetings were previously scheduled for January 27. The
record date for the meetings remains December 27, 1994.
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Page 2 BN/SF
In connection with this postponement, the expiration date of the joint
tender offer has been extended. The tender offer, proration period and
withdrawal rights are now scheduled to expire at 12:00 midnight EST Wednesday,
February 8, 1995. As of January 12, 1995, approximately two million shares of
Santa Fe common stock have been tendered in response to the tender offer.
In addition, BN announced that the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 applicable to BN's purchase
of Santa Fe common stock under the tender offer expired at midnight on January
11, 1995.
Burlington Northern Inc. (NYSE:BNI) is the parent company of Burlington
Northern Railroad, one of the world's leading providers of transportation and
logistics services, and operator of the longest rail system in North America,
with more than 23,000 miles of track reaching across 25 states and two Canadian
provinces.
Santa Fe Pacific Corporation (NYSE:SFX) is the parent company of The
Atchison, Topeka and Santa Fe Railway Company, which operates in 12 states and
offers service to Mexico. In addition, Santa Fe owns a 44-percent interest in
Santa Fe Pacific Pipeline Partners, L.P.
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