-----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, pifsRespOD4ZnN4iWmyImf8cq1+X77xn2045mPnYqKi4i5wpnz+82KYcdrr+sHPK I73kgL9xmVTtp2G1jL6BHQ== 0000950131-94-001892.txt : 19941215 0000950131-94-001892.hdr.sgml : 19941215 ACCESSION NUMBER: 0000950131-94-001892 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19941214 SROS: MSE SROS: NYSE SROS: PSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SANTA FE PACIFIC CORP CENTRAL INDEX KEY: 0000732639 STANDARD INDUSTRIAL CLASSIFICATION: RAILROADS, LINE-HAUL OPERATING [4011] IRS NUMBER: 363258709 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38751 FILM NUMBER: 94564657 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: SANTA FE PACIFIC CORP CENTRAL INDEX KEY: 0000732639 STANDARD INDUSTRIAL CLASSIFICATION: RAILROADS, LINE-HAUL OPERATING [4011] IRS NUMBER: 363258709 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9/A 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 SC 14D9/A 1 SCHEDULE 14D9 AMEND #2 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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. 2 ---------------- 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 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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 and the amendment to the Original Schedule 14D-9 ("Amendment No. 1") filed with the Commission on December 1, 1994. 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. ITEM 4. THE SOLICITATION OR RECOMMENDATION. (a) Nature of Solicitation or Recommendation. The Board of Directors of Santa Fe Pacific Corporation continues to recommend that stockholders do not accept the Union Pacific Offer at this time. That recommendation remains subject to change as events unfold that will clarify whether a transaction with Union Pacific is in the stockholders' best interest. (b) Reasons for Position. Union Pacific has obtained an informal non-binding opinion from the staff of the ICC that Union Pacific's proposed voting trust is consistent with applicable ICC policies. However, there remain other areas of concern with Union Pacific's Offer, including the Company's belief that Union Pacific should improve the financial terms of its offer. The Company has also explained that the Union Pacific Offer is subject to a number of conditions that are of concern to the Company. This concern is based on the Company's belief that many of the conditions to the Union Pacific Offer could be modified or eliminated through negotiation to better protect the interests of the Company's stockholders. The Company has exchanged information and had discussions with Union Pacific regarding the terms of its proposal. Those discussions are ongoing and have not yet reached a resolution. It would be a mistake for the Company and its stockholders to give up the benefit of the Burlington Northern Merger Agreement unless and until a better arrangement is clearly available. ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED. Amendment No. 1 to the Original Schedule 14D-9 incorrectly stated that Goldman Sachs would receive a transaction fee of .045% of the aggregate consideration in a merger with, or sale of stock or assets to, Burlington Northern or Union Pacific. The transaction fee will, in fact, be based upon 0.45% of the aggregate consideration. Amendment No. 1 correctly stated that the maximum transaction fee is $12.5 million. ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY. On November 29, 1994, the Company announced that it would meet with Union Pacific in an effort to clarify and improve Union Pacific's Offer. Representatives of Union Pacific and its counsel, advisors and consultants have been given access to various financial, legal and other information relating to the Company. Certain representatives and advisors of Union Pacific were also invited to the Company's offices where representatives of the Company and representatives of Union Pacific exchanged certain additional financial information. The Company and Union Pacific have been engaged in ongoing discussions regarding the possible terms of a merger agreement between the Company and Union Pacific. Representatives of the Company and representatives of Burlington Northern have commenced discussions concerning possible revisions to the proposed transaction between the Company and Burlington Northern. Those discussions are in the preliminary stages and there can be no assurance that any revisions will be made. 1 ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. EXHIBIT INDEX
SEQUENTIAL EXHIBIT NUMBERED NO. DESCRIPTION PAGE ------- ----------- ---------- Exhibit 1 --Pages 36 to 39 of the Company's Joint Proxy Statement/Prospectus dated October 12, 1994.* Exhibit 2 --Form of Letter to Stockholders of the Company, dated November 22, 1994.* Exhibit 3 --Form of Press Release issued by the Company on November 22, 1994.* Exhibit 4 --Press Release issued by the Company on November 29, 1994.** Exhibit 5 --Form of Letter to shareholders of the Company, dated December 1, 1994.** Exhibit 6 --Press Release issued by the Company on December 13, 1994.
- -------- *Previously filed with the Original Schedule 14D-9 **Previously filed with Amendment No. 1. 2 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. /s/ Jeffrey R. Moreland ------------------------------------- Jeffrey R. Moreland Vice President--Law and General Counsel December 13, 1994 (Date) 3 EX-6 2 PRESS RELEASE EXHIBIT 6 FOR IMMEDIATE RELEASE SANTA FE PACIFIC FILES AMENDED SCHEDULE 14D-9 Schaumburg, Illinois, December 13, 1994 -- Santa Fe Pacific Corporation today filed an amendment to its Schedule 14D-9. The amended filing discloses that representatives of Santa Fe and representatives of Burlington Northern have commenced discussions concerning possible revisions to the proposed transaction between Santa Fe and Burlington Northern. Those discussions are in the preliminary stages and there can be no assurance that any revisions will be made. The full text of the amendment to the Schedule 14D-9 follows. -----END PRIVACY-ENHANCED MESSAGE-----