<PAGE>
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
SCHEDULE 14D-9/A
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4)
of the Securities Exchange Act of 1934
AMENDMENT NO. 10
-----------------
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)
------------------
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)
------------------
Copy to:
Scott J. Davis
Mayer, Brown & Platt
190 South LaSalle Street
Chicago,Illinois 60603-3441
(312) 782-0600
==============================================================================
<PAGE>
Statement in Response to Union Pacific Offer
--------------------------------------------
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 9 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.
<PAGE>
Item 9. Material to be Filed as Exhibits.
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
Exhibit 15 - Form of Press Release dated January 17, 1995
<PAGE>
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 18, 1995 /s/ Jeffrey R. Moreland
- --------------- -----------------------
(Date) Jeffrey R. Moreland
Vice President - Law
and General Counsel
<PAGE>
Exhibit 15
----------
[LOGO OF SANTA FE PACIFIC]
PUBLIC RELATIONS NEWS
FOR IMMEDIATE RELEASE MEDIA CONTACT: Catherine Westphal
#5 (708) 995-6273
Joele Frank
Abernathy MacGregor Scanlon
(212) 371-5999
SANTA FE PACIFIC RESPONDS TO UP
SCHAUMBURG, ILLINOIS, January 17, 1995 - In response to a letter received
from Drew Lewis, chairman of Union Pacific Corporation, Robert D. Krebs, Santa
Fe's chairman, president and chief executive officer, issued the following reply
to Mr. Lewis:
Dear Drew:
We have received your letter dated January 17, 1995. We will submit it
to our board of directors, and respond in due course.
Sincerely,
/s/ Rob
