<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[_] Definitive Proxy Statement
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Santa Fe Pacific Corporaton
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Santa Fe Pacific Corporaton
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box): (/1/)
[_] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[X] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
-------------------------------------------------------------------------
<PAGE>
AN OPEN LETTER
TO ALL SANTA FE SHAREHOLDERS:
[SFP LETTERHEAD]
February 3, 1995
Dear Shareholder:
As you know, we are quickly approaching our Special Meeting of Shareholders to
be held on Tuesday, February 7, 1995 at which time the merger agreement between
Santa Fe Pacific and Burlington Northern will be voted upon. Your Board of
Directors unanimously recommends that all shareholders vote FOR the merger.
. EXCHANGE RATIO: In the merger, holders of SFP common stock will receive
0.40 shares of BNI common stock for each of their SFP shares. This exchange
ratio could increase under certain circumstances described below.
. SFP REPURCHASE PROGRAM: SFP is permitted, subject to a number of conditions,
to repurchase up to 10,000,000 shares of SFP common stock between the closing of
the tender offer and the consummation of the merger. No repurchases are required
and there can be no assurance that any repurchases can be made given the
limitations imposed by SFP's agreements. The effect of any such repurchases
would be to increase the exchange ratio up to a maximum of 0.4347. If SFP
repurchases fewer than 10,000,000 shares, the exchange ratio would be between
0.40 and 0.4347, depending on the number of shares repurchased and the number of
outstanding options exercised. Because it is possible that SFP may make no
repurchases, SFP shareholders should consider that the exchange ratio could be
0.40 in deciding how to vote.
. LIMITATIONS ON REPURCHASES: Subject to the limitations set forth in the merger
agreement and SFP's credit agreement, repurchases, including the amount and
timing of any such repurchases, will be in the sole discretion of SFP.
Accordingly, although SFP anticipates, as of this time, that at least $50
million for repurchases would be available under the terms of the merger
agreement and SFP's credit agreement in 1995, there can be no assurance that SFP
will make any repurchases, whether or not they would be permitted under the
terms of such agreements. To have the $50 million available for repurchases, SFP
would have to comply with the capital expenditure and total debt provisions of
its merger agreement with BNI.
. EFFECT ON EXCHANGE RATIO: SFP hopes to make repurchases and believes that it
is likely that it will do so, but no decision to do so has been made at the
present time. If Santa Fe used $30 million (the amount SFP is permitted to use
prior to April 1, 1995 under its agreements without regard to performance
requirements or other limitations) to make repurchases, it would be able to
repurchase approximately 1.7 million shares of its common stock, based on the
closing market price on January 31, 1995, and the exchange ratio (assuming no
exercise of options) would be approximately 0.4055. If SFP used $50 million (the
minimum amount it anticipates will be available under its agreements in 1995),
it
<PAGE>
would be able to repurchase approximately 2.8 million shares of its common
stock, based on the closing market price on January 31, 1995, and the exchange
ratio (assuming no exercise of options) would be approximately 0.4092.
. REDUCTION IN ICC SCHEDULE: The ICC recently requested comments on its
proposed 180-day schedule for the review of railroad mergers and specifically
asked for comments on whether the new schedule should apply to the BNI-SFP
merger. BNI and SFP have asked the ICC to apply the proposed new schedule to
their merger. The ICC has the matter under consideration, and it has not yet
rendered a decision. A shortening of the schedule for regulatory approval of the
merger to the 180-day level recently proposed by the ICC would substantially
reduce SFP's ability to make repurchases because SFP would have more
opportunities to exceed the appropriate quarterly tests under its agreements
(including the credit agreement) over a longer period of time.
. VOTE TODAY: Since the time remaining before Tuesday's Special Meeting is
very short, shareholders are urged to return their proxies as soon as possible
so that their shares will be represented and voted at the meeting. In order to
facilitate the ability of all shareholders to vote, or to change any prior vote,
we are providing shareholders with the opportunity to vote their proxy by
telephone or facsimile.
Where possible, Shareholders will receive by mail instructions for voting by
telephone. Shareholders also may vote by facsimile. Please FAX both sides of
your signed and dated white proxy card (with the blue stripe) to either of our
proxy solicitors, D.F. King & Co., Inc. at (212) 809-8839 or MacKenzie Partners,
Inc. at (212) 929-0308. If you have any questions or need assistance in voting,
please call either D.F. King & Co., Inc. at (800) 697-6974 or MacKenzie
Partners, Inc. at (800) 322-2885.
Shareholders are urged to read the Supplemental Joint Proxy Materials dated
January 25, 1995 in their entirety, particularly the discussions regarding the
limitations on SFP's ability to repurchase shares.
Thank you for your continued support and patience during this process.
Sincerely,
ROBERT D. KREBS
Chairman, President and Chief Executive Officer
Please make sure your latest dated proxy is a WHITE card with a BLUE STRIPE
voting FOR the Burlington Northern-Santa Fe merger. A failure to vote will have
the same effect as a vote against the merger. If you have any questions or need
assistance voting your Santa Fe shares, please call either of our proxy
solicitors:
D.F. King & Co., Inc. at 1-800-679-6974 (toll free) or MacKenzie Partners, Inc.
at 1-800-322-2885 (toll free).
