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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. 11
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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 10 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 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY
The information set forth in the Form of Press Release dated January 19,
1995 attached hereto as exhibit 16, 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 16 - Form of Press Release dated January 19, 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 20, 1995 /s/ Jeffrey R. Moreland
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(Date) Jeffrey R. Moreland
Vice President - Law
and General Counsel
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EXHIBIT 16
[LETTERHEAD OF SANTA FE PACIFIC]
NEWS
PUBLIC RELATIONS
FOR IMMEDIATE RELEASE MEDIA CONTACT: Catherine Westphal
#6 (708) 995-6273
Joele Frank
Abernathy MacGregor Scanlon
(212) 371-5999
SANTA FE DISCUSSES REVISIONS TO MERGER AGREEMENT
SCHAUMBERG, ILLINOIS, January 19, 1995 -- Santa Fe Pacific announced today
that it has commenced preliminary discussions about the possibility of making
limited revisions to the Burlington Northern-Santa Fe merger agreement in
response to the revised Union Pacific tender offer. Santa Fe further stated that
there can be no assurance that these discussions would lead to any revisions.
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