-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, tCid1Zw6nJWSvSBMUmwRS2fMPmpeMcbIoLpmerQUCBfzy2DdjVXkma4J9A6tQe6U TvpdZMRdt3l/wlHuIYa+mg== 0000906416-94-000065.txt : 19941017 0000906416-94-000065.hdr.sgml : 19941017 ACCESSION NUMBER: 0000906416-94-000065 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19941014 SROS: MSE SROS: NYSE SROS: PSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SANTA FE PACIFIC CORP CENTRAL INDEX KEY: 0000732639 STANDARD INDUSTRIAL CLASSIFICATION: 4011 IRS NUMBER: 363258709 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38751 FILM NUMBER: 94552761 BUSINESS ADDRESS: STREET 1: 1700 EAST GOLF RD CITY: SCHAUMBURG STATE: IL ZIP: 60173-5860 BUSINESS PHONE: 7089956000 FORMER COMPANY: FORMER CONFORMED NAME: SANTA FE SOUTHERN PACIFIC CORP DATE OF NAME CHANGE: 19890516 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ALLEGHANY CORP /DE CENTRAL INDEX KEY: 0000775368 STANDARD INDUSTRIAL CLASSIFICATION: 6361 IRS NUMBER: 510283071 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: PARK AVE PLZ CITY: NEW YORK STATE: NY ZIP: 10055 BUSINESS PHONE: 2127521356 MAIL ADDRESS: STREET 1: PARK AVENUE PLAZA CITY: NEW YORK STATE: NY ZIP: 10055 FORMER COMPANY: FORMER CONFORMED NAME: ALLEGHANY FINANCIAL CORP DATE OF NAME CHANGE: 19870115 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Santa Fe Pacific Corporation ----------------------------------------- (Name of Issuer) Common Stock ----------------------------------------- (Title of Class of Securities) 802183103 ----------------------------------------- (CUSIP Number) Robert M. Hart, Esq. Senior Vice President and General Counsel Alleghany Corporation Park Avenue Plaza New York, New York 10055 (212) 752-1356 ------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copies to: Aileen C. Meehan, Esq. Donovan Leisure Newton & Irvine 30 Rockefeller Plaza New York, New York 10112 (212) 632-3338 October 13, 1994 ------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with this statement [ ]. CUSIP No. 802183103 --------- ----------------------------------------------------------------- 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Alleghany Corporation 51-0283071 ----------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] ----------------------------------------------------------------- 3. SEC Use Only ----------------------------------------------------------------- 4. Source of Funds (See Instructions) WC, BK ----------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) --------- ----------------------------------------------------------------- 6. Citizenship or Place of Organization Delaware ----------------------------------------------------------------- Number of 7. Sole Voting Power Shares 11,666,500 ------------------------ Beneficially 8. Shared Voting Power Owned by 200,000 ------------------------ Each Reporting 9. Sole Dispositive Power Person With 11,666,500 ------------------------ 10. Shared Dispositive Power 200,000 ------------------------ ----------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 11,866,500 ----------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ------ ----------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 6.4% ----------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) CO ----------------------------------------------------------------- This statement is filed by Alleghany Corporation ("Alleghany"), a Delaware corporation having its principal executive offices at Park Avenue Plaza, New York, New York 10055, and relates to shares of the Common Stock, par value $1.00 per share (the "Common Stock"), of Santa Fe Pacific Corporation, a Delaware corporation ("Santa Fe Pacific"). The address of Santa Fe Pacific's principal executive offices is 1700 East Golf Road, Schaumburg, Illinois, 60173-5860. This Amendment No. 1 amends the Schedule 13D Statement filed by Alleghany on September 22, 1994, by furnishing the information set forth below. Item 2. Identity and Background. ------ ----------------------- The information previously furnished in response to Item 2 is supplemented as follows: William K. Lavin resigned his positions as Vice Chairman and Chief Executive Officer, Woolworth Corporation, effective September 1994. Mr. Lavin is principally engaged in the management of family investments. Item 3. Source and Amount of Funds or Other Consideration. ------ ------------------------------------------------- The second sentence of the information previously furnished in response to Item 3 is amended to read in its entirety as follows: As of the close of business on October 13, 1994, the amount borrowed under the Revolving Credit Facility to fund purchases of Common Stock of Santa Fe Pacific is $59 million, which constituted all outstanding indebtedness under the Revolving Credit Facility at that date. Item 4. Purpose of the Transaction. ------ -------------------------- The information previously furnished in response to Item 4 is amended to read in its entirety as follows: Alleghany's purchases of Common Stock reported herein were made to acquire an equity interest in Santa Fe Pacific as an investment. Alleghany's present intention is to contribute a significant part of the shares of Common Stock of Santa Fe Pacific reported herein as owned directly by it to the investment assets of its Underwriters Reinsurance group. Alleghany intends from time to time, depending upon market conditions, the state of affairs of Santa Fe Pacific and of the businesses in which it is engaged and other factors, to acquire, directly or indirectly through one or more of its insurance subsidiaries, additional shares of the Common Stock of Santa Fe Pacific, subject to applicable laws and to the availability of shares at prices deemed favorable by Alleghany. Alleghany will continue to consider its equity interest in Santa Fe Pacific and reserves the right to formulate such plans or proposals, and to take such action, as may seem appropriate in the circumstances existing at any future date. On October 14, 1994, Alleghany filed with the Federal Trade Commission (the "FTC") and the Antitrust Division of the Department of Justice (the "Antitrust Division") a Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), to permit the acquisition of shares of Common Stock of Santa Fe Pacific constituting less than 15% of the outstanding shares of Common Stock of Santa Fe Pacific. Pursuant to the HSR Act and the rules promulgated thereunder, a person may be required to file a Notification and Report Form and to observe a waiting period before purchasing shares of Common Stock having a market value in excess of $15 million. Such Notification and Report Form must indicate the amount for which permission to purchase is sought within the following ranges: (a) more than $15 million market value but less than 15% of the outstanding shares of Common Stock, (b) 15% or more of the outstanding shares of Common Stock but less than 25% of the outstanding shares of Common Stock, (c) 25% or more of the outstanding shares of Common Stock but less than 50% of the outstanding shares of Common Stock, and (d) 50% or more of the outstanding shares of Common Stock. An exemption from this requirement permits purchases solely for the purpose of investment of not more than 10% of the outstanding shares of Common Stock without filing a Notification and Report Form. The waiting period in respect of Alleghany's Notification and Report Form will expire on or about November 13, 1994, unless such waiting period is terminated earlier by the FTC or the Antitrust Division or a request for additional information is received from the FTC or the Antitrust Division. Except as set forth above, Alleghany has no present plans or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. ------ ------------------------------------ The information previously furnished in response to Items 5(a) and 5(b) is hereby updated and superseded as follows: (a) As of the close of business on October 13, 1994, Alleghany beneficially owned 11,866,500 shares of the Common Stock of Santa Fe Pacific, or approximately 6.4% of the 186,523,992 outstanding shares of Common Stock of Santa Fe Pacific, as reported in Santa Fe Pacific's Quarterly Report on Form 10-Q for the six months ended June 30, 1994 as being outstanding at June 30, 1994. (b) Alleghany has the sole power to vote, or to direct the vote of, and sole power to dispose of or direct the disposition of, 11,666,500 shares of the Common Stock of Santa Fe Pacific disclosed in Item 5(a) above. Alleghany has shared voting and investment power with respect to the following shares of the Common Stock of Santa Fe Pacific owned by subsidiaries of Alleghany: Number of Shares of Subsidiary and Common Stock of Address of Principal Office Santa Fe Pacific --------------------------- ---------------- Chicago Title Insurance Company 124,000 171 North Clark Street Chicago, Illinois 60601 Ticor Title Insurance Company 46,000 1717 Walnut Grove Avenue Rosemead, California 91770 Ticor Title Guarantee Company 9,000 1717 Walnut Grove Avenue Rosemead, California 91770 Security Union Title Insurance Company 21,000 1717 Walnut Grove Avenue Rosemead, California 91770 Information concerning the principal business of each of Chicago Title, Ticor Title, Ticor Title Guarantee and Security Union is set forth in Item 2 hereof, and specifically incorporated in this Item 5. The information previously furnished in response to Item 5(c) is supplemented as follows: (c) Transactions effected in the Common Stock of Santa Fe Pacific since September 22, 1994, the date of filing of Alleghany's Schedule 13D Statement, were as follows: Number of Shares Price Trade Date Purchased Per Share ---------- --------- --------------- 10/04/94 34,900 12.875 10/04/94 25,000 12.875(1) 10/04/94 25,000 12.750(1) 10/05/94 233,500 12.625 10/05/94 341,500 12.500 10/05/94 40,100 12.375 10/06/94 28,000 14.500 10/06/94 47,000 14.625(1) 10/06/94 225,000 14.625 10/07/94 50,000 13.875(1) 10/07/94 50,000 13.625(1) 10/10/94 29,500 14.250 10/11/94 66,000 14.875 10/11/94 101,200 14.750 10/12/94 73,400 14.875(1) 10/12/94 451,500 14.875 10/12/94 8,500 14.750 10/12/94 26,600 14.625 10/13/94 10,000 14.750 --------------- (1) Trade effected on the Chicago Stock Exchange. Except as otherwise noted, all of such shares were purchased in ordinary brokerage transactions effected on the New York Stock Exchange. SIGNATURE --------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 1 is true, complete and correct. Dated: October 14, 1994 ALLEGHANY CORPORATION By:/s/ Robert M. Hart -------------------------- Robert M. Hart Senior Vice President and General Counsel -----END PRIVACY-ENHANCED MESSAGE-----