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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
Santa Fe Pacific Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
802183103
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(CUSIP Number)
Robert M. Hart, Esq.
Senior Vice President, General Counsel and Secretary
Alleghany Corporation
Park Avenue Plaza
New York, New York 10055
(212) 752-1356
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copies to:
Aileen C. Meehan, Esq.
Donovan Leisure Newton & Irvine
30 Rockefeller Plaza
New York, New York 10112
(212) 632-3338
February 6, 1995
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(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject
of this Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this
statement [ ].
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CUSIP No. 802183103
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1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Alleghany Corporation
51-0283071
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2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds (See Instructions)
WC, BK
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5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) .
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6. Citizenship or Place of Organization
Delaware
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Number of 7. Sole Voting Power
Shares 11,846,958
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Beneficially 8. Shared Voting Power
Owned by 6,215,038
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Each Reporting 9. Sole Dispositive Power
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Person With 11,846,958
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10. Shared Dispositive Power
6,215,038
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11. Aggregate Amount Beneficially Owned by Each Reporting
Person
18,061,996
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12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
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13. Percent of Class Represented by Amount in Row (11)
9.6%
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14. Type of Reporting Person (See Instructions)
CO
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This statement is filed by Alleghany Corporation
("Alleghany"), a Delaware corporation having its principal
executive offices at Park Avenue Plaza, New York, New York
10055, and relates to shares of the Common Stock, par value
$1.00 per share (the "Common Stock"), of Santa Fe Pacific
Corporation, a Delaware corporation ("Santa Fe Pacific").
The address of Santa Fe Pacific's principal executive offices
is 1700 East Golf Road, Schaumburg, Illinois, 60173-5860.
This Amendment No. 5 amends the Schedule 13D Statement filed
by Alleghany on September 22, 1994, as amended by Amendment
Nos. 1, 2, 3 and 4 filed on October 14, 1994, November 14,
1994, January 24, 1995 and January 25, 1995, respectively, by
furnishing the information set forth below.
Item 4. Purpose of the Transaction.
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The information previously furnished in response to
Item 4 is hereby updated and supplemented as follows:
Alleghany is continuing to monitor market
developments regarding Santa Fe Pacific Common Stock and the
tax and financial effects of its previously announced
intention to tender shares of Santa Fe Pacific Common Stock
beneficially owned by it pursuant to the Offer and to
repurchase shares thereafter with the proceeds thereof.
Based upon recent market prices of Santa Fe Pacific Common
Stock, Alleghany does not currently expect to tender or cause
the tender pursuant to the Offer of the shares of Santa Fe
Pacific Common Stock which it beneficially owns. Alleghany
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will make its final determination whether or not to tender
its shares, in whole or in part, pursuant to the Offer
shortly before the expiration of the Offer, which is
presently scheduled to occur at 12:00 Midnight, New York City
time, on Wednesday, February 8, 1995.
As reported elsewhere herein, on the date hereof,
Alleghany beneficially owns 18,061,996 shares of Common Stock
of Santa Fe Pacific. On February 6, 1995, the Executive
Committee of the Board of Directors of Alleghany authorized
purchases of an additional 4.5 million shares of Santa Fe
Pacific Common Stock, but not more than 15% of the
outstanding Common Stock of Santa Fe Pacific. Alleghany's
purchase of additional shares of Santa Fe Pacific Common
Stock is dependent upon market conditions, the state of
affairs of Santa Fe Pacific and of the businesses in which it
is engaged and other factors, and is subject to applicable
laws and to the availability of shares at prices deemed
favorable to Alleghany.
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SIGNATURE
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After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this Amendment No. 5 is true, complete and correct.
Dated: February 6, 1995
ALLEGHANY CORPORATION
By: /s/ Robert M. Hart
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Robert M. Hart
Senior Vice President,
General Counsel and
Secretary
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