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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13E-4/A
Issuer Tender Offer Statement
(Pursuant to Section 13(e)(1)
of the Securities Exchange Act of 1934)
AMENDMENT NO. 8
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SANTA FE PACIFIC CORPORATION
(Name of Issuer and Person Filing Statement)
Common Stock, $1.00 par value
(Title of Class of Securities)
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 Filing Statement)
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Copies to:
Scott J. Davis
Mayer, Brown & Platt
190 South LaSalle Street
Chicago,Illinois 60603-3441
(312) 782-0600
December 23, 1994
(Date Tender Offer First Published, Sent or Given to
Securityholders)
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Santa Fe Pacific Corporation (the "Company") hereby amends and supplements
its statement on Schedule 13E-4 (the "Original Schedule 13E-4") filed with the
Securities and Exchange Commission (the "Commission") on December 23, 1994 as
amended by Amendments No. 1 through 7 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 13E-4.
ITEM 8. ADDITIONAL INFORMATION.
The Offer expired as scheduled at midnight on February 8, 1995.
The information set forth in the Form of Press Release dated February 17,
1995 attached hereto as exhibit j(2), which includes the results of the Offer,
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 (j)(2) - Form of Press Release dated February 17, 1995.
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SIGNATURE
After due 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.
February 17, 1995 By /s/ Jeffrey R. Moreland
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(Date) Name: Jeffrey R. Moreland
Title: Vice President - Law
and General Counsel
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[LETTERHEAD OF SANTA FE PACIFIC]
FOR IMMEDIATE RELEASE MEDIA CONTACT: CATHERINE WESTPHAL
#19 (708) 995-6273
RICHARD A. RUSSACK (BN)
(817) 333-6116
BURLINGTON NORTHERN, SANTA FE PACIFIC ANNOUNCE FINAL PRORATION FACTOR FOR TENDER
OFFER
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111,572,456.3870 SHARES TENDERED
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SCHAUMBURG, ILLINOIS, AND FORT WORTH, TEXAS, FEBRUARY 17, 1995 -- Burlington
Northern Inc. (BN) and Santa Fe Pacific Corporation (Santa Fe) announced today
that, based on the final count by the Depositary, First Chicago Trust Company of
New York, 111,572,456.3870 shares of Santa Fe common stock were validly tendered
pursuant to their previously announced joint tender offer. BN and Santa Fe are
purchasing a total of 63 million shares pursuant to the tender offer. Therefore,
the final proration factor is 56.465548971 percent. Payment for shares accepted
is expected to occur on or about February 21, 1995. Return of all other shares
tendered and not accepted is expected to occur within approximately five
business days.
As previously announced, the joint tender offer was consummated in
connection with the proposed merger of BN and Santa Fe approved by BN and Santa
Fe shareholders on February 7, 1995. In the merger, each Santa Fe share will be
converted into a minimum of 0.40 shares of BN common stock. Completion of the
merger is subject to approval by the Interstate Commerce Commission and other
customary conditions.
Burlington Northern Inc. (NYSE:BNI) is the parent company of Burlington
Northern Railroad, operator of the longest rail system in North America based on
miles of road and second main track, with more than 24,000 miles 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-percent interest in
Santa Fe Pacific Pipeline Partners, L.P.
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