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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[_] Definitive Proxy Statement
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Santa Fe Pacific Corporaton
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(Name of Registrant as Specified In Its Charter)
Santa Fe Pacific Corporaton
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box): (/1/)
[_] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[X] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:
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[LOGO OF SANTA FE PACIFIC CORPORATION]
WHY GIVE YOUR MONEY TO THE TAXMAN?
VOTE FOR THE BN-SANTA FE MERGER--AND YOU WON'T!
January 30, 1995
DEAR SHAREHOLDER:
The Special Meeting to consider the BN-Santa Fe merger is just a few days
away. Your Board of Directors continues to believe the merger represents the
best deal for Santa Fe shareholders and is the best way for you to receive
superior returns in the future.
As you make your voting decision, remember the following:
. The BN-Santa Fe merger has a tax-free option. The compound annual return
on Santa Fe stock has been exceptional since 1990. The BN-Santa Fe merger
allows you to keep your profits by exchanging--tax free--each of your
Santa Fe shares for at least 0.4 shares and up to 0.4347 shares of
Burlington Northern stock. As an owner of the combined company, you will
participate in the substantial upside potential of the nation's premier
railroad.
. Union Pacific's offer is all taxable. Union Pacific is offering you only
$18.50 per Santa Fe share, and you'll have to pay taxes on every penny of
your gain.
. Large shareholders publicly back the merger. Alleghany Corporation, whose
investment in Santa Fe is worth over $300 million, and George McFadden,
who owns 1.8 million Santa Fe shares, both publicly support the BN-Santa
Fe merger.
. There is significant upside potential in a combined BN-Santa Fe. The
merger is expected to result in operating benefits of approximately $560
million per year when revenue growth and cost savings are fully realized.
. The ICC has just proposed an accelerated merger review schedule. Under
the ICC's proposed new schedule, the BN-Santa Fe combination could
receive approval much sooner. This important new development enhances the
value of the BN merger since the exchange of shares could occur as early
as this fall.
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Your Board of Directors is committed to protecting and advancing the best
interests of all Santa Fe shareholders. This commitment has always been our
first and foremost consideration in reviewing any proposal affecting your
investment in Santa Fe.
Your Board has unanimously concluded that the merger with Burlington
Northern is the superior alternative for Santa Fe shareholders.
We ask for your support in making this historic merger a reality. Please
vote your shares FOR the merger today.
Since the time remaining to the special meeting is short, we have
established a toll-free telephone procedure by which you can vote your shares.
Please follow the instructions enclosed with this letter. Remember, a failure to
vote will have the same effect as a vote against the merger.
Thank you.
ON BEHALF OF THE BOARD OF DIRECTORS
Sincerely,
/s/ Robert D. Krebs
ROBERT D. KREBS
Chairman, President and
Chief Executive Officer
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If you have any questions or need assistance voting your Santa Fe shares,
please call either of our proxy solicitors:
D.F. KING & CO., INC. [LOGO OF MACKENZIE PARTNERS, INC.]
1-800-697-6974 (Toll-Free) 1-800-322-2885 (Toll-Free)
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<PAGE>
THE WALL STREET JOURNAL MONDAY, JANUARY 30, 1995 C11
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[LOGO OF SANTA FE PACIFIC CORPORATION]
WHY GIVE YOUR MONEY
TO THE TAXMAN?
VOTE FOR THE BURLINGTON NORTHERN-SANTA FE MERGER
--- AND YOU WON'T!
UNION PACIFIC'S OFFER IS ALL TAXABLE. Union Pacific is offering you only $18.50
per Santa Fe Share, and you'll have to pay taxes on every penny of your gain.
THE BN-SF MERGER HAS A TAX-FREE OPTION. The compound annual return on Santa Fe
stock has been exceptional since 1990. The Burlington Northern-Santa Fe merger
allows you to keep your profits by exchanging--tax-free--each of your Santa Fe
shares for at least 0.4 shares and up to 0.4347 shares of Burlington Northern
stock. As an owner of the combined company, you will participate in the
substantial upside potential of the nation's premier railroad.
LARGE SHAREHOLDERS PUBLICLY BACK THE MERGER. Alleghany Corporation, whose
investment in Santa Fe is worth over $300 million, and George McFadden, who owns
1.8 million Santa Fe shares, both publicly support the Burlington Northern-Santa
Fe merger.
ICC PROPOSES 180 DAY MERGER REVIEW SCHEDULE. In her testimony before the
Railroad Subcommittee of the Transportation and Infrastructure Committee,
Interstate Commerce Commission Chairman Gail McDonald said:
"[T]he Commission will notice for public comment a proposal
to reduce our timeline for review of mergers to 180 days."*
KEEP YOUR SANTA FE INVESTMENT GROWING
VOTE FOR THE MERGER ON [SANTA FE LOGO]
---
THE WHITE PROXY CARD WITH THE BLUE STRIPE
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- ----------------------------------IMPORTANT-------------------------------------
Please make sure your latest dated proxy is a WHITE card with a BLUE STRIPE
voting FOR the Burlington Northern-Santa Fe merger. A failure to vote will have
the same effect as a vote against the merger. If you have any questions or need
assistance voting your Santa Fe shares, please call either of our proxy
solicitors:
D.F. King & Co., Inc. at 1-800-697-6974 (toll free)
or
MacKenzie Partners, Inc. at 1-800-322-2885 (toll free)
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*Permission to use this quotation has been neither sought nor obtained.
January 30, 1995
