SC 14D9/A

 
==============================================================================

                      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. 3

                               -----------------

                         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

==============================================================================



 
STATEMENT IN RESPONSE TO BURLINGTON NORTHERN/SANTA FE OFFER
 
        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 December
23, 1994 as amended by Amendments No. 1 through 2 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 14D-9.


 

ITEM 9.  MATERIAL TO BE FILED AS EXHIBITS.


                                 EXHIBIT INDEX


     Exhibit No.                    Description
     -----------                    -----------
     Exhibit 27       - Form of Press Release dated January 14, 1995.

 
                                  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.

January 17, 1995                    /s/ Jeffrey R. Moreland
- ---------------                     -----------------------
    (Date)                          Jeffrey R. Moreland
                                    Vice President - Law
                                    and General Counsel

EX-99.27

 
[Logo of Santa Fe Pacific Corporation]
                                                                         NEWS
      CORPORATE COMMUNICATIONS

CONTACT: Richard Russack (BN)                          FOR IMMEDIATE RELEASE
         (817) 333-6116                                #3

         Catherine Westphal (Santa Fe)
         (708) 995-6273


               SEC DECLARES BN REGISTRATION STATEMENT EFFECTIVE;
             NEW BN, SANTA FE SHAREHOLDER MEETING DATES SCHEDULED;
                          JOINT TENDER OFFER EXTENDED


     FORT WORTH, TEXAS and SCHAUMBURG, ILLINOIS, January 14, 1995 -- The
Securities and Exchange Commission today declared effective the Registration
Statement for Burlington Northern Inc. (BN) which contains the BN and Santa Fe
Pacific Corporation (Santa Fe) joint proxy materials relating to the proposed
merger of the two companies. The proxy materials are being mailed to 
shareholders of both companies, and a supplement to the offer to purchase 
relating to the previously announced BN and Santa Fe joint tender offer for 
Santa Fe common stock is also being mailed to Santa Fe shareholders.

     Additionally, BN and Santa Fe announced that their respective shareholders 
meetings have been rescheduled to comply with legal requirements. BN's 
shareholders meeting will be held on Tuesday, February 7, 1995 at 10:00 a.m. CST
at 3017 Lou Menk Drive in Fort Worth. The Santa Fe shareholders meeting will be 
held on Tuesday, February 7, 1995 at 3:00 p.m. CST at the Arlington Park Hilton 
Conference Center, 3400 West Euclid Avenue, Arlington Heights, Illinois. The two
companies' shareholders meetings were previously scheduled for January 27. The 
record date for the meetings remains December 27, 1994.

                                   - more -


 
                                                                    Page 2 BN/SF

     In connection with this postponement, the expiration date of the joint 
tender offer has been extended. The tender offer, proration period and 
withdrawal rights are now scheduled to expire at 12:00 midnight EST Wednesday, 
February 8, 1995. As of January 12, 1995, approximately two million shares of 
Santa Fe common stock have been tendered in response to the tender offer.

     In addition, BN announced that the waiting period under the 
Hart-Scott-Rodino Antitrust Improvements Act of 1976 applicable to BN's purchase
of Santa Fe common stock under the tender offer expired at midnight on January 
11, 1995.

     Burlington Northern Inc. (NYSE:BNI) is the parent company of Burlington 
Northern Railroad, one of the world's leading providers of transportation and 
logistics services, and operator of the longest rail system in North America, 
with more than 23,000 miles of track reaching across 25 states and two Canadian 
provinces.

     Santa Fe Pacific Corporation (NYSE:SFX) is the parent company of The 
Atchison, Topeka and Santa Fe Railway Company, which operates in 12 states and 
offers service to Mexico. In addition, Santa Fe owns a 44-percent interest in 
Santa Fe Pacific Pipeline Partners, L.P.

                                      ###