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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 24, 1995
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Santa Fe Pacific Corporation
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(Exact name of registrant as specified in its charter)
Delaware 1-8627 36-3258709
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(State of (Commission File Number) (IRS Employer
Incorporation) Identification
No.)
1700 East Golf Road, Schaumburg, Illinois 60173-5860
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (708) 995-6000
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(Not Applicable)
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(Former name or former address, if changed since last report)
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INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events.
On January 24, 1995, the Board of Directors of Santa Fe Pacific
Corporation ("SFP") amended (the "Rights Amendment") the Rights Agreement dated
as of November 28, 1994 between SFP and the First Chicago Trust Company of New
York, as Rights Agent (as amended, the "SFP Rights Agreement"). Prior to the
Rights Amendment, if any person (other than SFP, its affiliates or any person
receiving newly-issued shares of SFP common stock ("Common Stock") directly from
SFP) were to become the beneficial owner of 10% (the "Flip-In Percentage") or
more of the then outstanding shares of Common Stock, each holder of a Right
would thereafter have the right to receive, upon exercise at the then current
exercise price of the Right, Common Stock (or, in certain circumstances, cash,
property or other securities of SFP) having a value equal to two times the
exercise price of the Right. Among other amendments, the Rights Amendment
increased the Flip-In Percentage to 15%. The SFP Rights Agreement does not apply
to any acquisition of shares of Common Stock by Burlington Northern Inc. ("BNI")
pursuant to the terms of the Agreement and Plan of Merger dated as of June 29,
1994, as amended (the "Merger Agreement"), and consequently the provisions of
the SFP Rights Agreement would not apply to the BNI tender offer described in
the Offer to Purchase dated as of December 23, 1994, as amended, or to the
merger of SFP with BNI pursuant to the Merger Agreement.
The Rights Agreement dated as of November 28, 1994 between SFP and the
Rights Agent attached as Exhibit 1 to the SFP's Registration Statement on Form
8-A was filed with the Securities and Exchange Commission on November 29, 1994.
A copy of the Rights Amendment is being filed with the Securities and Exchange
Commission as an exhibit to this Current Report on Form 8-K. This summary
description of the Rights Amendment does not purport to be complete and is
qualified in its entirety by reference to the SFP Rights Agreement and the
Rights Amendment.
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Item 7. Financial Statements and Exhibits.
(c) Exhibits:
See Exhibit Index included herewith at E-1.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SANTA FE PACIFIC CORPORATION
DATE: January 25, 1995 By: /s/ Jeffrey R. Moreland
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Jeffrey R. Moreland
Vice President-Law and
General Counsel
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
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99.1 Rights Agreement dated as of November 28, 1994
between Santa Fe Pacific Corporation and First
Chicago Trust Company of New York, as Rights
Agent. (Filed as Exhibit 1 to SFP's Registration
Statement on Form 8-A filed with the Securities
and Exchange Commission on November 29, 1994.)
99.2 Amendment No. 1, dated January 24, 1995, to the
Rights Agreement dated as of November 28, 1994,
between Santa Fe Pacific Corporation and First
Chicago Trust Company of New York, as Rights
Agent.
E-1
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Exhibit 99.2
AMENDMENT NO. 1
to
RIGHTS AGREEMENT
AMENDMENT NO. 1 dated as of January 24, 1995 (this "Amendment") between
SANTA FE PACIFIC CORPORATION, a Delaware corporation (the "Company"), and FIRST
CHICAGO TRUST COMPANY OF NEW YORK, a New York trust company (the "Rights
Agent").
WHEREAS, the Company and the Rights Agent have previously entered into that
certain Rights Agreement dated as of November 28, 1994 between the Company and
the Rights Agent (the "Rights Agreement"); and
WHEREAS, the Boards of Directors of the Company has determined that it is
in the best interests of the Company and its stockholders to amend the Rights
Agreement as hereinafter set forth and have duly approved this Amendment and
authorized its execution and delivery.
NOW, THEREFORE, the parties hereto agree as follows:
1. All capitalized terms used herein, unless otherwise defined herein,
shall have the meanings given them in the Rights Agreement, and each reference
in the Rights Agreement to "this Agreement", "hereof", "herein", "hereunder" or
"hereby" and each other similar reference shall be deemed to refer to the Rights
Agreement as amended hereby.
2. Section 1 of the Rights Agreement is hereby amended by deleting the
percentage "10%" wherever such percentage appears therein and inserting the
percentage "15%."
3. Section 3 of the Rights Agreement is hereby amended by deleting the
percentage "10%" wherever such percentage appears therein and inserting the
percentage "15%."
4. This Amendment shall be construed in accordance with and governed by the
law of the State of Delaware (without regard to principles of conflict of laws).
5. This Amendment may be signed in any number of counterparts, each of
which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument. This Amendment shall become effective
when each party hereto shall have received counterparts hereof signed by all of
the other parties hereto.
6. Except as expressly amended hereby, the Rights Agreement shall remain in
full force and effect.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed by their respective authorized officers as of the day and year first
above written.
SANTA FE PACIFIC CORPORATION
By /s/ Robert D. Krebs
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Title: Chairman, President and
Chief Executive Officer
FIRST CHICAGO TRUST COMPANY OF NEW YORK
By /s/ Andrew J. Lynch
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Title: President
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