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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. 6
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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 BURLINGTON NORTHERN/SANTA FE OFFER
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 December 23, 1994 as
amended by Amendments No. 1 through 5 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 30,
1995, attached hereto as Exhibit 31, 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 31 - Form of Press Release dated January 30, 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 30, 1995 /s/ Jeffrey R. Moreland
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(Date) Jeffrey R. Moreland
Vice President - Law
and General Counsel
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Exhibit 31
[LOGO OF SANTA FE PACIFIC]
CORPORATE COMMUNICATIONS NEWS
FOR IMMEDIATE RELEASE MEDIA CONTACT: Catherine Westphal
#13 (708) 995-6273
SANTA FE PACIFIC SIGNS CREDIT AGREEMENT
SCHAUMBURG, ILLINOIS, January 30, 1995 - Santa Fe Pacific Corporation (SFP)
announced that it has signed a definitive credit agreement with a group of banks
led by Morgan Guaranty Trust Company of New York, providing financing
commitments of $1,560 million. The other institutions providing financing are
Chase Manhattan, Chemical Bank, Pearl Street L.P., an affiliate of Goldman
Sachs, and Union Bank of Switzerland.
The financing will be used by SFP to purchase 38 million of its own shares
for $760 million, to refinance $400 million of existing debt, for fees and
expenses incurred in connection with the tender offer and debt refinancing, and
for working capital and general corporate purposes. The debt to be refinanced
will include SFP's 8 3/8% Senior Notes due November 1, 2001 and its 8 5/8%
Senior Notes due November 1, 2004. The financing is conditioned on, among other
things, approval of the merger agreement between SFP and Burlington Northern,
Inc. (BN) by both companies' shareholders at special meetings scheduled for
February 7, 1995, and the successful completion of the tender offer.
As part of their agreement to merge, SFP and BN have made a joint tender
offer to purchase 63 million shares of SFP common stock for $20.00 per share in
cash. Because of possible prorationing in the tender offer, shareholders who
tender may not receive cash for all their shares. The tender offer was announced
on December 18, 1994, and is scheduled to expire at midnight, February 8, unless
extended. The tender offer may be extended by SFP and BN by giving notice to the
Depositary and making a public announcement. The offer is conditioned on, among
other things, approval of the merger agreement by both companies' shareholders.
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% interest in Santa Fe
Pacific Pipelines Partners, L.P.
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