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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. 17
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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 16 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 8. ADDITIONAL INFORMATION TO BE FURNISHED.
The information set forth in the Form of Press Release dated January 30,
1995 attached hereto as Exhibit 23, 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 23 - Form of Press Release dated January 30, 1995
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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 30, 1995 /s/ Jeffrey R. Moreland
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(Date) Jeffrey R. Moreland
Vice President - Law
and General Counsel
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Exhibit 23
[LETTERHEAD OF SANTA FE PACIFIC]
CORPORATE COMMUNICATIONS NEWS
FOR IMMEDIATE RELEASE MEDIA CONTACT: Catherine Westphal
#14 (708) 995-6273
Joele Frank
Abernathy MacGregor Scanlon
(212) 371-5999
DELAWARE COURT RULES AGAINST UNION PACIFIC
SCHAUMBURG, ILLINOIS, January 30, 1995 - Delaware Chancery Court issued a
decision today denying Union Pacific's request for an expedited hearing on its
bid to compel the Santa Fe board of directors to redeem the rights issued
pursuant to its Shareholder Rights Plan. The Court also denied a similar request
made by shareholder plaintiffs who had sought an order enjoining Santa Fe and
Burlington Northern from purchasing shares pursuant to their joint tender offer.
Union Pacific and plaintiffs filed their motions seeking injunctive relief
on January 26, 1995, just eleven days before the February 7 meeting at which
shareholders are scheduled to vote on the Santa Fe/Burlington Northern merger.
The Court stated that Union Pacific and plaintiffs could have and should have
sought a hearing on their claims weeks earlier and declined to consider their
claims on the one-week schedule Union Pacific and plaintiffs proposed.
The Court observed that it was obvious that the failure of Union Pacific to
move more quickly was clearly "not the product of oversight." Rather, the Court
viewed Union Pacific's filing as a tactical maneuver born out of fear that Union
Pacific was losing in the marketplace: "The inescapable inference (from the late
filing) is that the injunction motions were motivated by a concern that the
Alleghany/Santa Fe agreement might tip the scales against Union Pacific in a
close contest."
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