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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
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 25, 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 [ ].
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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
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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 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)
9.6%
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14. Type of Reporting Person (See Instructions)
CO
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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. 4 amends the Schedule 13D Statement filed
by Alleghany on September 22, 1994, as amended by Amendment
Nos. 1, 2 and 3, filed on October 14, 1994,
November 14, 1994, and January 24, 1995, respectively, by
furnishing the information set forth below.
Item 3. Source and Amount of Funds or Other Consideration.
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The information previously furnished in response to
Item 3 is hereby supplemented as follows:
In connection with the purchases of Common Stock of
Santa Fe Pacific on January 25, 1995, described in Item 5
hereof, Alleghany borrowed $5 million under the Revolving
Credit Facility, which constituted all outstanding
indebtedness under the Revolving Credit Facility at that
date.
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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 25, 1995, Alleghany beneficially owned 18,061,996
shares of the Common Stock of Santa Fe Pacific, or
approximately 9.6% 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, 11,846,958 shares of the Common Stock of
Santa Fe Pacific disclosed in Item 5(a) above.
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
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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:
(c) Transactions effected in the Common Stock of
Santa Fe Pacific since January 24, 1995, the last date for
which such transactions were reflected on Amendment No. 3 to
Alleghany's Schedule 13D Statement, were as follows:
On January 25, 1995, Alleghany purchased 4,567,996
shares of the Common Stock of Santa Fe Pacific for a
consideration of $18.50 per share, in transactions executed
on the New York Stock Exchange; 3,537,196 of such shares were
purchased from College Retirement Equities Fund ("CREF") and
a separate account of CREF's companion organization Teachers
Insurance and Annuity Association of America ("TIAA"), and
1,030,800 of such shares were purchased from various
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investment funds and other institutional investors for which
Fidelity Management & Research Company or affiliated entities
acts as investment advisor ("Fidelity Accounts"). In
connection with such purchases from CREF, TIAA and the
Fidelity Accounts, Alleghany received proxies to vote such
shares at the meeting of holders of Common Stock of Santa Fe
Pacific scheduled to be held on February 7, 1995.
Item 6. Contracts, Arrangements, Understandings or
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Relationships with Respect to Securities of
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Issuer
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As described in Item 5 above, in connection with
the purchases of 3,537,196 shares of Common Stock of Santa Fe
Pacific from CREF amd TIAA and 1,030,800 shares of Common
Stock of Santa Fe Pacific from the Fidelity Accounts,
Alleghany received proxies to vote such shares at the meeting
of holders of Common Stock of Santa Fe Pacific scheduled to
be held on February 7, 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. 4 is true, complete and correct.
Dated: January 26, 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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