SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act
Date of Report (Date of Earliest event reported): April 19, 1995
SANTA FE PACIFIC CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
1-8627 36-3258709
(Commission File Number) (I.R.S. Employer
Identification No.)
1700 East Golf Road, Schaumburg, Illinois 60173-5860
(Address of Principal Executive Offices) (Zip Code)
(708) 995-6000
(Registrant's Telephone Number, Including Area Code)
(Not Applicable)
(Former Name or Former Address, If Changed Since Last Report)
<PAGE>
INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events.
Santa Fe Pacific Corporation announced its 1995 first
quarter earnings in an Apri 19, 1995, press release, which press
release is attached as Exhibit 99 and is hereby incorporated by
reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits:
See Exhibit Index included herewith at E-1.
-1-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
SANTA FE PACIFIC CORPORATION
(Registrant)
Date: April 21, 1995 By: /s/ Thomas N. Hund
------------------------------
(Signature)
Thomas N. Hund
Vice President and Controller
- 2 -
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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99 Form of press release dated April 19, 1995.
E-1
Exhibit 99
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News Release FOR IMMEDIATE RELEASE: APRIL 19, 1995
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Santa Fe Pacific Corporation
1700 East Golf Road
Schaumburg, Illinois 60173-5860
Corporate Communications Department
Contact: Catherine Westphal
(708) 995-6273
Release #29
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HIGHLIGHTS
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First Quarter 1995
------------------
. Adjusted net income from continuing operations of $41.4 million
or $0.23 per share up 20% compared with $34.5 million or $0.18
per share in 1994
. Record first quarter railway operating income of $104.4
million, up 15%
. Railway revenues up 8%, led by an 11% increase in intermodal
shipments
. Operating ratio improved to 84.6% from 85.6%
. 38 million shares of common stock repurchased in a tender offer
at $20 per share, funded by $760 million of additional debt
. 1.4 million additional shares of common stock repurchased
during the first quarter at an average cost of $21.50 per share
<PAGE>
[LOGO OF SANTA FE PACIFIC CORPORATION]
CORPORATE COMMUNICATIONS NEWS
FOR IMMEDIATE RELEASE MEDIA CONTACT: Catherine Westphal
#29 (708) 995-6273
RECORD FIRST QUARTER RAILWAY OPERATING INCOME
SCHAUMBURG, ILLINOIS, April 19, 1995 -- Santa Fe Pacific
Corporation (SFP) reported adjusted first quarter net income from
continuing operations of $41.4 million or $0.23 per share
compared to $34.5 million or $0.18 per share a year ago.
Including the effect of $26.3 million of merger costs and an
after-tax extraordinary charge of $24.3 million for early
retirement of debt, SFP reported a net loss of $2 million or
$0.01 per share for the quarter.
"This was the best first quarter in Santa Fe Railway's
history. Intermodal traffic growth was a key to a 15% increase in
operating income over 1994," said Robert D. Krebs, chairman,
president and chief executive officer.
RAILWAY RESULTS
Operating income of $104.4 million increased 15% over the
$90.7 million reported in the first quarter of 1994. Operating
revenues of $679.7 million rose 8% as volumes increased 5% and
average revenue per car rose 3%. The quarterly operating ratio
improved to 84.6% from 85.6% in 1994.
Increased intermodal traffic and export grain shipments
drove the business increase. Intermodal revenues of $297.5
million were 14% higher than last year, primarily the result of a
39% increase in the direct intermodal business segment that
includes less-than-truckload carriers. Bulk business revenues of
$159.5 million increased 8% principally due to increased
shipments of grain for export as well as higher average revenue
per car.
Operating expenses of $575.3 million increased by $34.5
million or 6%, principally due to the increase in business
volume. Compensation and benefits expense rose $12.9 million or
6% reflecting wage increases and the cost associated with
additional operating personnel hired to handle increased traffic.
Contract services increased $12.0 million due to higher volumes
and expanded use of locomotive maintenance contractors.
OTHER RESULTS
SFP's equity investment in Santa Fe Pacific Pipeline
Partners, L.P. produced income of $6.7 million, up $0.4 million
or 6% from last year, due to increased volume. Other income-net,
adjusted to exclude $26.3 million of merger costs in 1995 and two
<PAGE>
SFP Earnings
Page 2
favorable special items in 1994, increased $4.7 million,
principally due to higher income from real estate activities.
Interest expense increased $10.7 million to $39.7 million,
reflecting additional bank debt of $760 million used to purchase
38 million shares of SFP common stock pursuant to SFP's tender
offer, which was consummated February 21, 1995.
In other financing activity, $200 million of 12.65% senior
notes were refinanced during the first quarter, resulting in an
after-tax extraordinary charge for early retirement of debt of
$24.3 million, or $0.13 per share.
SHARE REPURCHASES
In addition to the shares purchased in the tender offer, SFP
repurchased approximately 1.4 million shares of common stock at
an average cost of $21.50 per share. The effect of the
repurchases, after adjusting for SFP employee stock options
exercised since December 31, 1994, was to increase the exchange
ratio at the quarter's end to 0.4044 of a share of Burlington
Northern common stock for each outstanding share of SFP common
stock. The exchange ratio is subject to further change based
upon the number of additional shares repurchased and stock
options exercised before the merger. SFP has met certain
performance and financial criteria under its merger and bank
credit agreements and, therefore, intends to make additional
share repurchases in the second quarter.
# # #
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<TABLE>
Santa Fe Pacific Corporation
Condensed Consolidated Statement of Operations
(Unaudited. In millions, except per share data)
<CAPTION>
Three Months
Ended March 31,
1995 1994
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<S> <C> <C>
Operating Revenues $ 679.7 $ 631.5
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Operating Expenses 575.3 540.8
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Operating Income 104.4 90.7
Equity in Earnings of Pipeline 6.7 6.3
Interest Expense 39.7 29.0
Other Income (Expense) - Net (29.8) 26.0
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Income From Continuing Operations Before
Income Taxes 41.6 94.0
Income Taxes 19.3 39.8
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Income From Continuing Operations 22.3 54.2
Income from Discontinued Operations, Net
of Income Taxes - 13.9
Extraordinary Charge on Early Retirement of Debt,
Net of Income Taxes (24.3) -
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Net Income (Loss) $ (2.0) $ 68.1
========= =========
Net Income (Loss) Per Share
Continuing Operations $ 0.12 $ 0.29
Discontinued Operations - 0.07
Extraordinary Charge (0.13) -
--------- ---------
Net Income (Loss) $ (0.01) $ 0.36
========= =========
Adjusted Net Income $ 41.4 $ 34.5
========= =========
Adjusted Net Income Per Share $ 0.23 (1)$ 0.18 (2)
========= =========
Average Number of Common and Common
Equivalent Shares 180.5 189.9
========= =========
Operating Ratio 84.6% 85.6%
========= =========
<F1>
(1) Excludes after tax effect of merger related costs and extraordinary charge
on early retirement of debt.
<F2>
(2) Excludes income from discontinued operations, after tax effect of gain on
the sale of an investment and favorable outcome of a litigation settlement.
</TABLE>
