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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. 7
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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 (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
November 22, 1994, as amended by amendments No. 1 through 6 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 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES.
On December 27, 1994, Mr. Robert D. Krebs made a charitable contribution
of 15,818 shares of Common Stock.
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Item 9. Material to be Filed as Exhibits.
EXHIBIT INDEX
Exhibit No. Description
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Exhibit 12 - Form of Notice to Participants of The Santa Fe
Pacific Retirement and Savings Plan for Salaried
Employees, and The Atchison, Topeka and Santa Fe
Railway Company -- Brotherhood of Locomotive
Engineers 401 (k) Retirement Plan and Tender Offer
Instruction Form.
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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 5, 1995 /s/ Jeffrey R. Moreland
- --------------- -----------------------
(Date) Jeffrey R. Moreland
Vice President - Law
and General Counsel
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Exhibit 12
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[LOGO OF VANGUARD FIDUCIARY TRUST COMPANY]
NOTICE TO PARTICIPANTS OF
THE SANTA FE PACIFIC RETIREMENT AND SAVINGS PLAN FOR SALARIED EMPLOYEES, AND
THE ATCHISON, TOPEKA AND SANTA FE RAILWAY COMPANY - BROTHERHOOD OF
LOCOMOTIVE ENGINEERS
401(k) RETIREMENT PLAN (THE "PLANS")
December 30, 1994
Dear Retirement Plan Participant:
BURLINGTON NORTHERN/SANTA FE PACIFIC TENDER OFFER
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Recently, Burlington Northern, Inc. and Santa Fe Pacific Corporation
announced that the two companies have offered to purchase up to 63,000,000 of
the outstanding shares of Santa Fe Pacific Corporation (including the preferred
share purchase rights associated with the outstanding shares) at a price of
$20.00 per share (the "BNI/SFP Offer").
The BNI/SFP Offer is subject to certain conditions which are explained
fully in the enclosed "Offer to Purchase" dated December 23, 1994. Questions
about the terms of the BNI/SFP Offer should be directed to MacKenzie Partners,
Inc., an agent for the BNI/SFP Offer, at (800) 322-2885.
UNION PACIFIC CORPORATION TENDER OFFER
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Keep in mind that Union Pacific Corporation is also currently offering to
purchase approximately 57.1% of the outstanding shares of Santa Fe Pacific
Corporation at a price of $17.50 per share (the "UP Offer"). You should have
received information and a Tender Offer Instruction Form from Vanguard on the UP
Offer within the past few weeks. Questions about the terms of the UP Offer
should be directed to Morrow & Co. Inc., the agent for the UP Offer, at (800)
662-5200.
YOUR IMMEDIATE RESPONSE IS REQUESTED
------------------------------------
If you currently hold shares of Santa Fe Pacific common stock in your
separate account in one of the Plans (or if you acquire Plan shares in the near
future), you are entitled to direct Vanguard, the trustee of the Plans, to
tender your Plan shares to either the BNI/SFP Offer (by using the enclosed
Tender Offer Instruction Form) or the UP Offer (by using the Form you previously
received from Vanguard). If you need additional Forms please contact Vanguard at
(800) 523-1188.
In order to direct Vanguard to tender your shares to the BNI/SFP Offer,
please complete and return (by mail or fax) the enclosed confidential Tender
Offer Instruction Form AS SOON AS POSSIBLE. You may mail your completed and
signed Form in the enclosed postage-paid reply envelope. All instructions
received by Vanguard will remain strictly confidential.
FAXED RESPONSES: You may fax a completed and signed Instruction Form to
Vanguard's attention at (617) 878-9327. If you fax your response, please be
sure to fax both the front and back sides of your Instruction Form.
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EFFECT OF LATER TENDER INSTRUCTIONS
-----------------------------------
You may only tender your shares to one tender offer or the other, but not
to both. Therefore, later instructions to tender shares which you give to
Vanguard will entirely cancel and replace any instructions to tender shares
which you have previously given to Vanguard. (For example, if you have
instructed Vanguard previously to tender your shares to the UP Offer and later
give instructions to Vanguard to tender your shares to the BNI/SFP Offer,
Vanguard will withdraw your previous tender to the UP Offer and will tender all
of your Plan shares to the BNI/SFP Offer.)
Also note that later instructions to not tender your shares to one of the
offers will only cancel previous instructions to have Vanguard tender your
shares to that particular Offer. (For example, if you have previously instructed
Vanguard to tender your shares to the UP Offer and later instruct Vanguard not
to tender your shares to the BNI/SFP Offer, Vanguard will tender your shares to
the UP Offer.)
If you decide to change or rescind any instruction you have previously
given to Vanguard, you may do so by completing another Instruction Form.
Additional Instruction Forms may be obtained by calling Vanguard at (800)
523-1188. Keep in mind that if Vanguard does not receive any tender instructions
for your Plan shares, those shares will generally not be tendered to either
offer.
VANGUARD DEADLINES
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Vanguard's deadline for you to respond to either tender offer will always
be three business days prior to the actual expiration date of the offer,
including extensions (this will give Vanguard ample time to submit a tender on
your behalf). The UP Offer is currently scheduled to expire on January 19, 1995,
while the BNI/SFP Offer is currently scheduled to expire on January 30, 1995.
Therefore, the deadline for Vanguard to receive your instructions for the
UP Offer is currently 12:00 Noon Eastern Time on January 16, 1995, while the
deadline for your instructions on the BNI/SFP Offer is currently 12:00 Noon
Eastern Time on January 25, 1995. Since later instructions received by Vanguard
may have an impact on earlier instructions, you are encouraged to provide your
instructions to Vanguard AS SOON AS POSSIBLE (regardless of Vanguard's response
deadlines).
Please note that timely instructions provided to Vanguard will be followed
with respect to shares held in your separate account as of the applicable
deadline. Therefore, if additional common stock is allocated to your Plan
account before the deadline, the instructions you give will also be followed
with respect to those additional shares.
If you would like to review the instructions which you have previously
given to Vanguard or if you have any questions about the procedures for
instructing Vanguard, please call Vanguard Participant Services at (800)
523-1188. Vanguard has sent you a great deal of information related to your Plan
shares over the past few weeks, so please do not hesitate to call Vanguard with
questions about the procedures for instructing Vanguard.
Sincerely,
Vanguard Fiduciary Trust Company
Pg. 2
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BURLINGTON NORTHERN/SANTA FE PACIFIC
TENDER OFFER INSTRUCTION FORM
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THE SANTA FE PACIFIC RETIREMENT AND SAVINGS PLAN FOR SALARIED EMPLOYES, AND
THE ATCHISON, TOPEKA AND SANTA FE RAILWAY COMPANY - BROTHERHOOD OF
LOCOMOTIVE ENGINEERS 401(k)
RETIREMENT PLAN
BEFORE COMPLETING THIS FORM, PLEASE CAREFULLY READ THE
ACCOMPANYING INFORMATION
In accordance with the offer of Burlington Northern, Inc. and Santa Fe
Pacific Corporation (the "BNI/SFP Offer") to purchase shares of Santa Fe Pacific
Corporation at a price of $20.00 per share (subject to the terms and conditions
of the Offer to Purchase dated December 23, 1994), I hereby instruct Vanguard
Fiduciary Trust Company to tender shares of common stock of Santa Fe Pacific
Corporation allocated to my separate account under the Plan as follows (PLEASE
CHECK ONE BOX BELOW AND COMPLETE):
[_] I DIRECT VANGUARD TO TENDER __________% (insert a percentage not to exceed
100%; if this item is checked, but no percentage is inserted, 100% will be
tendered) OF THE SHARES CREDITED TO MY ACCOUNT IN ACCORDANCE WITH THE TERMS OF
THE BNI/SFP OFFER.
[_] I DIRECT VANGUARD NOT TO TENDER ANY OF THE SHARES CREDITED TO MY ACCOUNT IN
RESPONSE TO THE BNI/SFP OFFER.
(PLEASE BE SURE TO SIGN AND DATE THE REVERSE SIDE)
________________________________________________________________________________
[SIDE 2]
Your instructions to Vanguard will be confidentially tabulated and will not
be divulged to anyone at Union Pacific Corporation or Santa Fe Pacific
Corporation. You may fax your completed and signed Form to Vanguard's attention
at (617) 879-9327 (please be sure to fax both sides of the Form).
If you have any questions about the procedures for responding to Vanguard,
please contact Vanguard Participant Services at (800) 523-1188.
THIS FORM MUST BE RECEIVED BY VANGUARD BY 12:00 NOON, EASTERN TIME, ON
WEDNESDAY, JANUARY 25, 1995 (UNLESS THE BNI/SFP OFFER IS EXTENDED).
____________________________
Signature
____________________________
Please Print Name
____________________________
Social Security Number
____________________________
Date
