-----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, ECbJeUainxO1ffBEdxhXsXKaRUd5XW7CluTcFKT3cE87+2ICkFOZwMW9u9hYdnHb 9d9C/4NlmSedug/qrPpVYw== 0000950131-94-001918.txt : 19941219 0000950131-94-001918.hdr.sgml : 19941219 ACCESSION NUMBER: 0000950131-94-001918 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19941216 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: 94565032 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 #4 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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. 4 ---------------- 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, the amendment to the Original Schedule 14D-9 ("Amendment No. 1") filed with the Commission on December 1, 1994, the amendment to the Original Schedule 14D-9 ("Amendment No. 2") filed with the Commission on December 13, 1994 and the amendment to the Original Schedule 14D-9 ("Amendment No. 3") filed with the Commission on December 14, 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 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.*** Exhibit 7 --Form of Letter to shareholders of the Company, dated December 14, 1994.**** Exhibit 8 --Press Release issued by the Company on December 14, 1994.**** Exhibit 9 --Press Release issued by the Company on December 15, 1994.
- -------- *Previously filed with the Original Schedule 14D-9. **Previously filed with Amendment No. 1. ***Previously filed with Amendment No. 2. ****Previously filed with Amendment No. 3. 1 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 15, 1994 (Date) 2 EX-9 2 PRESS RELEASE [LOGO OF SANTA FE PACIFIC] FOR IMMEDIATE RELEASE MEDIA CONTACT: CATHERINE WESTPHAL #80 (708) 995-6273 JOELE FRANK ABERNATHY MACGREGOR SCANLON (212) 371-5999 SANTA FE RESPONDS TO UNION PACIFIC SCHAUMBURG, ILLINOIS, DECEMBER 15, 1994 - In response to a letter received from Drew Lewis, chairman of Union Pacific Corporation, Robert D. Krebs, Santa Fe's chairman, president and chief executive officer, issued the following reply to Mr. Lewis: Mr. Drew Lewis, Chairman Union Pacific Corporation Martin Tower Eighth and Eaton Avenues Bethlehem, Pennsylvania 18018 Dear Drew: This is in response to your letter dated December 14, 1994 concerning the process that Santa Fe is currently pursuing. Your letter assumes that Santa Fe is conducting an auction. In fact, however, the board of Santa Fe has never put the company up for sale. Instead, subject to shareholder approval, the board agreed to a strategic combination with the Burlington Northern, which is designed to achieve significant long-term growth for Santa Fe's shareholders far beyond the current value of the Burlington Northern stock that is to be exchanged in the merger. After that agreement was announced, Union Pacific made an unsolicited merger proposal to Santa Fe. As you know, under our contract with Burlington Northern, Santa Fe could not provide confidential information to or negotiate with any other potential merger partner unless the board was advised by counsel that it had a fiduciary duty to do so. After Union Pacific improved its offer and obtained the ICC staff's approval of its proposed voting trust, we were advised by our counsel that we did have a fiduciary duty to provide information and to negotiate with Union Pacific. In the past two weeks, we have made available to Union Pacific all of the information that was given to Burlington Northern, and more. In fact, at a meeting in our office on December 4, 1994, your executive vice president-finance, L. White Matthews III, told a group of our senior officers that the amount of information Union Pacific had received from Santa Fe was more than they "dreamed" of obtaining. In addition, we have negotiated in good faith the terms of Union Pacific's proposed merger agreement and tender offer. -more- SFP - Page 2 Throughout our discussions over the past two weeks we have continually emphasized the need for Union Pacific to improve its offer as soon as possible. We have also been negotiating with Burlington Northern with a view toward improving the existing merger agreement. In all of these discussions, our goal has been to achieve the best result for our shareholders, taking into account both short-term and long-term objectives. I believe that we have done everything we can to enable Union Pacific to improve its offer, and, as our financial advisors have been telling your financial advisors for many days, we hope you will do so promptly. The process we have followed is designed to promote the best interests of our shareholders. Sincerely, /s/Rob The following letter was received from Union Pacific on December 14, 1994: Mr. Robert D. Krebs Chairman, President and CEO Santa Fe Pacific Corporation 1700 East Golf Road Schaumburg, IL 60173 Dear Rob: I am writing to advise you, as requested by your advisors, of our position concerning our merger proposal. Our response at this stage is a function of Santa Fe's having pursued a flawed sale process. Your advisors have repeatedly demanded that we improve our proposal while refusing to establish any procedures for considering competing proposals on a fair and equal basis. In fact, your advisors have frequently told us you will not negotiate with Union Pacific unless we agree to pay at least $20 per Santa Fe share. This position is clearly inconsistent with your negotiating and recommending several transactions with Burlington Northern at prices well below $20. We believe our current proposal is an extremely attractive one and in the best interests of Santa Fe and its shareholders and customers. Despite this, you have continued to pursue a process that favors any result other than a transaction with Union Pacific. We are prepared to continue discussions with you, but we urge you to establish a fair and open sale process. Sincerely, /s/Drew ### -----END PRIVACY-ENHANCED MESSAGE-----