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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13E-4/A
Issuer Tender Offer Statement
(Pursuant to Section 13(e)(1)
of the Securities Exchange Act of 1934)
AMENDMENT NO. 6
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SANTA FE PACIFIC CORPORATION
(Name of Issuer and Person Filing Statement)
Common Stock, $1.00 par value
(Title of Class of Securities)
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 Filing Statement)
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Copies to:
Scott J. Davis
Mayer, Brown & Platt
190 South LaSalle Street
Chicago,Illinois 60603-3441
(312) 782-0600
December 23, 1994
(Date Tender Offer First Published, Sent or Given to
Securityholders)
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Santa Fe Pacific Corporation (the "Company") hereby amends and supplements
its statement on Schedule 13E-4 (the "Original Schedule 13E-4") filed with the
Securities and Exchange Commission (the "Commission") on December 23, 1994 as
amended by Amendments No. 1 through 5 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 13E-4.
ITEM 9. EXHIBITS
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ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
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Exhibit (n) - Letter Agreement among Alleghany Corporation, Santa Fe
Pacific Corporation and Burlington Northern Inc. dated
January 24, 1995.
Exhibit (o) - Letter Agreement among George Mc Fadden, Santa Fe Pacific
Corporation and Burlington Northern Inc. dated January 24,
1995.
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SIGNATURE
After due 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 26, 1995 By /s/ Jeffrey R. Moreland
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(Date) Name: Jeffrey R. Moreland
Title: Vice President - Law
and General Counsel
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EXHIBIT 99.(N)
LETTERHEAD OF ALLEGHANY CORPORATION
PARK AVENUE PLAZA
55 East 52nd Street
John J. Burns, Jr. New York, NY 10055-0001 212 752-1356
President
January 24, 1995
Mr. Robert D. Krebs
Chairman, President and
Chief Executive Officer
Santa Fe Pacific Corporation
1700 East Golf Road
Schaumburg, Illinois 60173
Mr. Gerald Grinstein
Chairman and Chief
Executive Officer
Burlington Northern Inc.
3800 Continental Plaza
777 Main Street
Fort Worth, Texas 76102
Gentlemen:
This letter agreement is to set forth the understanding among us as
follows:
1. In consideration of Santa Fe Pacific Corporation ("SFP") and
Burlington Northern Inc. ("BNI") entering into Amendment No. 3 dated as of
January 24, 1995 ("Amendment No. 3") to the Agreement and Plan of Merger dated
as of June 29, 1994 between BNI and SFP (as so amended, the "Merger Agreement"),
and in consideration of action taken by the Board of Directors of SFP to
increase the percentage ownership of SFP common stock which triggers rights
under the SFP rights plan adopted in November 1994 from 10% to 15%, Alleghany
Corporation ("Alleghany") hereby agrees, on its own behalf and solely in its
capacity as a stockholder of SFP, to vote or cause to be voted in favor of the
Merger Agreement the Alleghany Owned Shares (as defined in paragraph 2 below) at
any meeting of SFP stockholders held to consider the Merger Agreement for which
the record date is December 27, 1994, provided that, at the date of such
meeting, the Board of Directors of SFP continues to recommend that the
stockholders of SFP vote for approval of the Merger
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Agreement. Amendment No. 3 permits the purchase by SFP of additional shares of
SFP common stock prior to consummation of the Merger (as defined in the Merger
Agreement) under certain circumstances which purchases would result in an
increase in the Exchange Ratio (as defined in the Merger Agreement) of up to
0.4347.
2. Alleghany represents and warrants that (a) as of December 27, 1994,
Alleghany beneficially owned 13,494,000 shares of SFP common stock (the
"Alleghany Owned Shares"), of which 7,278,962 shares were owned by Alleghany
directly and 6,215,038 shares were owned by subsidiaries of Alleghany, and (b)
as of the date of any meeting of SFP stockholders for which the record date is
December 27, 1994, Alleghany will have the right to vote (or cause to be voted)
all Alleghany Owned Shares.
3. Neither the execution and delivery of this letter agreement by
Alleghany nor the performance by Alleghany of its obligations hereunder will
violate or result in any breach or violation of or be in conflict with or
constitute a default under any agreement or other instrument to which Alleghany
is a party (including Alleghany's certificate of incorporation and by-laws). If
any provision of this letter agreement shall be invalid or unenforceable under
applicable law, such provision shall be ineffective to the extent of such
invalidity or unenforceability only, without in any way affecting the remaining
provisions of this letter agreement. This letter agreement shall be governed by
and construed in accordance with the laws of the State of Delaware.
4. This letter agreement sets forth the entire understanding and
agreement among the parties hereto and may be amended only by a written
agreement executed by all of the parties hereto. This letter agreement has been
duly authorized by all necessary corporate action of the part of BNI, SFP or
Alleghany, as the case may be. This letter agreement shall terminate upon the
earlier to occur of (i) a final SFP vote on the Merger Agreement and (ii) any
withdrawal by the SFP Board of Directors of its recommendation that the
stockholders of SFP vote for approval of the Merger Agreement.
If the foregoing accurately sets forth our agreement, please so indicate
by signing below.
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Very truly yours,
ALLEGHANY CORPORATION
By /s/ John J. Burns, Jr.
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John J. Burns, Jr.
President and Chief
Executive Officer
Accepted and Agreed as of the
24th day of January, 1995
SANTA FE PACIFIC CORPORATION
By /s/ Robert D. Krebs
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Robert D. Krebs
Chairman, President and Chief Executive Officer
BURLINGTON NORTHERN INC.
By /s/ Gerald Grinstein
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Gerald Grinstein
Chairman and Chief Executive Officer
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EXHIBIT 99.(O)
[LETTERHEAD OF MCFADDEN BROTHERS
745 Fifth Avenue
New York, NY 10151
365-2120]
January 24, 1995
Mr. Robert D. Krebs
Chairman, President and
Chief Executive Officer
Santa Fe Pacific Corporation
1700 East Golf Road
Schaumburg, Illinois 60173
Mr. Gerald Grinstein
Chairman and Chief
Executive Officer
Burlington Northern Inc.
3800 Continental Plaza
777 Main Street
Fort Worth, Texas 76102
Gentlemen:
This letter agreement is to set forth the understanding among us as
follows:
1. In consideration of Santa Fe Pacific Corporation ("SFP") and
Burlington Northern Inc. ("BNI") entering into Amendment No. 3 dated as of
January 24, 1995 ("Amendment No. 3") to the Agreement and Plan of Merger dated
as of June 29, 1994 between BNI and SFP (as so amended, the "Merger Agreement"),
George McFadden ("Stockholder") hereby agrees, on his own behalf and solely in
his capacity as a stockholder of SFP, to vote or cause to be voted in favor of
the Merger Agreement the Stockholder Owned Shares (as defined in paragraph 2
below) at any meeting of SFP stockholders held to consider the Merger Agreement
for which the record date is December 27, 1994, provided that, at the date of
such meeting, the Board of Directors of SFP continues to recommend that the
stockholders of SFP vote for approval of the Merger Agreement. Amendment No. 3
permits the purchase by SFP of additional shares of SFP common stock prior to
consummation of the Merger (as defined in the Merger Agreement) under certain
circumstances which purchases would result in an increase in the Exchange Ratio
(as defined in the Merger Agreement) of up to 0.4347.
2. Stockholder represents and warrants that (a) as of December 27, 1994,
Stockholder beneficially owned 1,809,800 shares of SFP common stock (the
"Stockholder Owned Shares"), and (b) as of the date of any meeting of SFP
stockholders to vote on the Merger Agreement for which the record date is
December 27, 1994, Stockholder will have the right to vote (or cause to be
voted) all Stockholder Owned Shares.
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3. Neither the execution and delivery of this letter agreement by
Stockholder nor the performance by Stockholder of his obligations hereunder will
violate or result in any breach or violation of or be in conflict with or
constitute a default under any agreement or other instrument to which
Stockholder is a party. If any provision of this letter agreement shall be
invalid or unenforceable under applicable law, such provision shall be
ineffective to the extent of such invalidity or unenforceability only, without
in any way affecting the remaining provisions of this letter agreement. This
letter agreement shall be governed by and construed in accordance with the laws
of the State of Delaware.
4. This letter agreement sets forth the entire understanding and
agreement among the parties hereto and may be amended only by a written
agreement executed by all of the parties hereto. This letter agreement has been
duly authorized by all necessary corporate action of the part of BNI, SFP or
Stockholder, as the case may be. This letter agreement shall terminate upon the
earlier to occur of (i) a final SFP vote on the Merger Agreement and (ii) any
withdrawal by the SFP Board of Directors of its recommendation that the
stockholders of SFP vote for approval of the Merger Agreement.
If the foregoing accurately sets forth our agreement please so indicate
by signing below.
Very truly yours,
/s/ George McFadden
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George McFadden
Accepted and Agreed as of the
24th day of January, 1995
SANTA FE PACIFIC CORPORATION
By /s/ Robert D. Krebs
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Robert D. Krebs
Chairman, President and Chief Executive Officer
BURLINGTON NORTHERN INC.
By /s/ Gerald Grinstein
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Gerald Grinstein
Chairman and Chief Executive Officer
