SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act
Date of Report (Date of Earliest event reported): March 7, 1995
SANTA FE PACIFIC CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
1-8627 36-3258709
(Commission File Number) (I.R.S. Employer
Identification No.)
1700 East Golf Road, Schaumburg, Illinois 60173-5860
(Address of Principal Executive Offices) (Zip Code)
(708) 995-6000
(Registrant's Telephone Number, Including Area Code)
(Not Applicable)
(Former Name or Former Address, If Changed Since Last Report)
<PAGE>
INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events.
Santa Fe Pacific Corporation ("SFP") announced on December
18, 1994 that it intended to offer to repurchase certain existing
debt obligations, including its $100 million 8 3/8% Notes due
November 1, 2001 and its $100 million 8 5/8% Notes due November
1, 2004 (the "Notes"). It was anticipated that the repurchase
would follow completion of the joint tender offer by SFP and
Burlington Northern Inc. ("BNI") for a total of 63 million shares
of SFP common stock. Payment for the 63 million shares accepted
in the tender offer was made on February 21, 1995. SFP notified
holders of the Notes on March 7, 1995 that it now intends to
leave the Notes outstanding and not to offer to repurchase the
Notes, and that it will secure the Notes equally and ratably with
SFP's borrowings under its bank credit agreement of
January 27, 1995.
-1-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
SANTA FE PACIFIC CORPORATION
(Registrant)
Date: March 8, 1995 By: /s/ Patrick J. Ottensmeyer
-------------------------------
(Signature)
Patrick J. Ottensmeyer
Vice President-Finance
-2-
