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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. 12
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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 Union Pacific Offer
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Santa Fe Pacific Corporation ("Santa Fe") 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 November 22, 1994, as
amended by amendments No. 1 through 11 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 4. THE SOLICITATION OR RECOMMENDATION.
(a) Nature of Solicitation or Recommendation. The Board of Directors of
Santa Fe continues to recommend that Santa Fe stockholders do not accept the
Union Pacific Offer.
(b) Reasons for Position. On January 18, 1995 Union Pacific amended the
Union Pacific Offer. The amended Union Pacific Offer states that Union Pacific
is offering to purchase all outstanding shares of Santa Fe's Common Stock at
$18.50 net per share in cash. The amended Union Pacific Offer to Purchase states
that the Union Pacific Offer is subject to, among other things, Santa Fe
entering into a definitive merger agreement with Union Pacific and at least
a majority of the outstanding shares of Santa Fe Common Stock being tendered
into the Union Pacific Offer.
The amended Union Pacific Offer to Purchase also states that Union Pacific
will waive the condition that Santa Fe enter into a definitive merger agreement
with Union Pacific if (i) at least 90% of the outstanding Santa Fe Common Stock
is tendered into the Union Pacific Offer and (ii) if Union Pacific has obtained
a favorable informal, non-binding opinion of the ICC staff with respect to, or
ICC approval of, an amendment to its voting trust agreement to enable the
trustee to take actions to cause Santa Fe to cooperate with Union Pacific in
obtaining approval of the ICC of the acquisition of control of Santa Fe.
On January 22, 1995, the Santa Fe Board of Directors determined that the
amended Union Pacific Offer is less favorable for Santa Fe shareholders than the
transactions under Santa Fe's amended Merger Agreement with Burlington Northern.
In reaching this determination, the Santa Fe Board concluded that a Burlington
Northern-Santa Fe combination is an excellent strategic fit, presents
substantial long-term benefits because of anticipated increases in operating
income from the Merger (which are expected to result from both operating
efficiencies and increased revenues) and is likely to receive ICC approval, or
approval from any government agency or executive department to which the
present ICC jurisdiction over railroad mergers is likely to be
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transferred. The Board also noted that the Santa Fe/Burlington Northern tender
offer allows stockholders who wish to do so to receive cash without waiting for
regulatory approval, while at the same time the Santa Fe/Burlington Northern
Merger Agreement allows stockholders to participate on a tax-free basis in the
ownership of the combined company.
The Board also noted that, in its judgment, given the substantial long-term
benefits of a Santa Fe/Burlington Northern Merger, the value of the aggregate
consideration available to Santa Fe's stockholders under the Santa Fe/Burlington
Northern tender offer and Merger exceeds the value of the consideration
available to Santa Fe's stockholders under the amended Union Pacific Offer. The
Board further noted that the stock to be received in the Santa Fe/Burlington
Northern Merger would be tax-free while the Union Pacific Offer would be a fully
taxable transaction.
The Board also received on January 22, 1995 an oral opinion from its financial
advisor, Goldman, Sachs & Co., that the aggregate of the cash and stock
consideration to be received by all of the holders of outstanding shares of
Santa Fe Common Stock pursuant to the Burlington Northern/Santa Fe tender offer
and Merger, considered as a unitary transaction, is fair to such holders.
Santa Fe's Board of Directors has unanimously approved the Santa Fe/Burlington
Northern Merger Agreement, as amended, and recommends that those stockholders
who wish to receive cash for a portion of their shares accept the Santa
Fe/Burlington Northern tender offer.
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ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT INDEX
Exhibit No. Description
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Exhibit 17 - Letter from Robert D. Krebs to Drew
Lewis dated January 22, 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 22, 1995 /s/ Jeffrey R. Moreland
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(Date) Jeffrey R. Moreland
Vice President - Law
and General Counsel
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Exhibit 17
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January 22, 1995
Mr. Drew Lewis
Chairman and Chief Executive Officer
Union Pacific Corporation
Martin Tower
Eighth and Eaton Avenues
Bethlehem, Pennsylvania 18018
Dear Drew:
This is in response to your letter to me dated January 17, 1995 in which
you informed me that Union Pacific was amending its tender offer for shares of
Santa Fe common stock and is seeking to negotiate a merger agreement with Santa
Fe.
As you know, Santa Fe is a party to a merger agreement, as amended, with
Burlington Northern which provides for a strategic combination of the two
companies, with significantly enhanced value for Santa Fe stockholders. The
Santa Fe Board of Directors, at a meeting held today, has determined that Union
Pacific's amended tender offer is less favorable for Santa Fe stockholders than
the transactions under Santa Fe's amended merger agreement with Burlington
Northern.
In reaching this determination, the Santa Fe Board concluded that a
Burlington Northern-Santa Fe combination is an excellent strategic fit, presents
substantial long-term benefits because of anticipated increases in operating
income from the merger (which are expected to result from both operating
efficiencies and increased revenues) and is likely to receive ICC approval, or
approval from any government agency or executive department to which the present
ICC jurisdiction over railroad mergers is likely to be transferred. The Board
also noted that the Santa Fe/Burlington Northern tender offer allows
stockholders who wish to do so to receive cash without waiting for regulatory
approval, while at the same time the Santa Fe/Burlington Northern merger
agreement allows stockholders to participate on a tax-free basis in the
ownership of the combined company.
The Board also noted that, in its judgment, given the substantial long-term
benefits of a Santa Fe/Burlington Northern merger, the value of the aggregate
consideration available to Santa Fe stockholders under the Santa Fe/Burlington
Northern tender offer and merger exceeds the value of the consideration
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Mr. Drew Lewis
January 22, 1995
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available to Santa Fe stockholders under the amended Union Pacific tender offer.
The Board further noted that the stock to be received in the Santa Fe/Burlington
Northern merger would be tax-free while the Union Pacific tender offer would be
a fully taxable transaction.
The Board also received on January 22, 1995 an oral opinion from its
financial advisor, Goldman, Sachs & Co., that the aggregate of the cash and
stock consideration to be received by all of the holders of outstanding shares
of Santa Fe common stock pursuant to the Burlington Northern/Santa Fe tender
offer and merger, considered as a unitary transaction, is fair to such holders.
In light of these factors, the Board has decided not to terminate the
Burlington Northern merger agreement in order to pursue a merger agreement with
Union Pacific. In addition, the Board will continue to recommend to Santa Fe
stockholders that they not tender their shares to Union Pacific.
The Board has also asked me to reemphasize that it has never put the
company up for sale. Instead, the Board has agreed to a strategic combination
with Burlington Northern which is likely to achieve a significant long-term
increase in value for Santa Fe stockholders. The Board remains committed to
optimizing long-term growth in the value of Santa Fe stock.
Sincerely,
