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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. 4
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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 3 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 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY
The information set forth in the Form of Press Release dated January 24,
1995 attached hereto as Exhibit 28, 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 28 -- Form of Press Release dated January 24, 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 24, 1995 /s/ Jeffrey R. Moreland
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(Date) Jeffrey R. Moreland
Vice President - Law
and General Counsel
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EXHIBIT 28
[LETTERHEAD OF SANTA FE PACIFIC]
PUBLIC RELATIONS NEWS
FOR IMMEDIATE RELEASE MEDIA CONTACT: Richard Russack (BN)
#8 (817) 333-6116
Catherine Westphal (Santa Fe)
(708) 995-6273
BURLINGTON NORTHERN AND SANTA FE AMEND MERGER AGREEMENT
ALLEGHANY CORP., GEORGE MCFADDEN TO VOTE
15.3 MILLION SANTA FE SHARES IN FAVOR OF MERGER
FORT WORTH, TEXAS, and SCHAUMBURG, ILLINOIS, January 24, 1995 -- Burlington
Northern Inc. (BN) and Santa Fe Pacific Corporation (Santa Fe) today announced
that they have amended their merger agreement to permit Santa Fe under certain
conditions to purchase up to 10 million shares of its common stock after
shareholder approval of the merger and prior to its consummation. The total
number of BN shares that would be issued upon consummation of the merger remains
fixed. Thus, if Santa Fe purchased all 10 million shares the exchange ratio
would be adjusted upwards from .40 to .4347 shares of BN common stock for each
Santa Fe share following government approval of the merger. The joint tender
offer underway by BN and Santa Fe to purchase 63 million Santa Fe shares at $20
per share is not affected by this amendment.
BN and Santa Fe also announced that Alleghany Corporation, which owns
13.494 million shares of Santa Fe (or approximately 7.2% of the outstanding
shares) and Mr. George McFadden, who owns 1.8 million shares of Santa Fe (or
approximately 0.9% of the outstanding shares) have signed agreements with BN and
Santa Fe to vote in favor of adoption of the merger agreement as long as at the
time of the Santa Fe shareholder meeting (scheduled for Feb. 7, 1995) Santa Fe's
board of directors continues to recommend the merger to its shareholders.
In addition, Santa Fe said that its board of directors amended the
shareholder rights plan to raise the ownership threshold from 10% to 15% before
the rights are triggered. Alleghany, which had requested this amendment as a
condition of signing the voting agreement, has indicated to Santa Fe that its
management will seek authorization from the Alleghany board of directors to
purchase up to 14.9% of Santa Fe's outstanding shares at times and under
conditions that Alleghany management deems appropriate. Santa Fe also announced
that the distribution date under its shareholder rights plan has been changed
from Jan. 31, 1995 to Feb. 28, 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% interest in Santa Fe
Pacific Pipeline Partners, L.P.
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