-----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, heHs4rL3kNG2DiA7+/UZfvFveo9LFa0TseFdEWdjz5NJ3d+pLfOJKcJoVbHqzEII /N/kAmfL80vgTzi5+uo5hg== 0000950131-95-000079.txt : 19950607 0000950131-95-000079.hdr.sgml : 19950607 ACCESSION NUMBER: 0000950131-95-000079 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950123 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: 95502224 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 14D-9 AMEND. #12 ============================================================================== 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. 12 ----------------- 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 Union Pacific Offer -------------------------------------------- Santa Fe Pacific Corporation ("Santa Fe") 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, as amended by amendments No. 1 through 11 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 4. THE SOLICITATION OR RECOMMENDATION. (a) Nature of Solicitation or Recommendation. The Board of Directors of Santa Fe continues to recommend that Santa Fe stockholders do not accept the Union Pacific Offer. (b) Reasons for Position. On January 18, 1995 Union Pacific amended the Union Pacific Offer. The amended Union Pacific Offer states that Union Pacific is offering to purchase all outstanding shares of Santa Fe's Common Stock at $18.50 net per share in cash. The amended Union Pacific Offer to Purchase states that the Union Pacific Offer is subject to, among other things, Santa Fe entering into a definitive merger agreement with Union Pacific and at least a majority of the outstanding shares of Santa Fe Common Stock being tendered into the Union Pacific Offer. The amended Union Pacific Offer to Purchase also states that Union Pacific will waive the condition that Santa Fe enter into a definitive merger agreement with Union Pacific if (i) at least 90% of the outstanding Santa Fe Common Stock is tendered into the Union Pacific Offer and (ii) if Union Pacific has obtained a favorable informal, non-binding opinion of the ICC staff with respect to, or ICC approval of, an amendment to its voting trust agreement to enable the trustee to take actions to cause Santa Fe to cooperate with Union Pacific in obtaining approval of the ICC of the acquisition of control of Santa Fe. On January 22, 1995, the Santa Fe Board of Directors determined that the amended Union Pacific Offer is less favorable for Santa Fe shareholders than the transactions under Santa Fe's amended Merger Agreement with Burlington Northern. In reaching this determination, the Santa Fe Board concluded that a Burlington Northern-Santa Fe combination is an excellent strategic fit, presents substantial long-term benefits because of anticipated increases in operating income from the Merger (which are expected to result from both operating efficiencies and increased revenues) and is likely to receive ICC approval, or approval from any government agency or executive department to which the present ICC jurisdiction over railroad mergers is likely to be transferred. The Board also noted that the Santa Fe/Burlington Northern tender offer allows stockholders who wish to do so to receive cash without waiting for regulatory approval, while at the same time the Santa Fe/Burlington Northern Merger Agreement allows stockholders to participate on a tax-free basis in the ownership of the combined company. The Board also noted that, in its judgment, given the substantial long-term benefits of a Santa Fe/Burlington Northern Merger, the value of the aggregate consideration available to Santa Fe's stockholders under the Santa Fe/Burlington Northern tender offer and Merger exceeds the value of the consideration available to Santa Fe's stockholders under the amended Union Pacific Offer. The Board further noted that the stock to be received in the Santa Fe/Burlington Northern Merger would be tax-free while the Union Pacific Offer would be a fully taxable transaction. The Board also received on January 22, 1995 an oral opinion from its financial advisor, Goldman, Sachs & Co., that the aggregate of the cash and stock consideration to be received by all of the holders of outstanding shares of Santa Fe Common Stock pursuant to the Burlington Northern/Santa Fe tender offer and Merger, considered as a unitary transaction, is fair to such holders. Santa Fe's Board of Directors has unanimously approved the Santa Fe/Burlington Northern Merger Agreement, as amended, and recommends that those stockholders who wish to receive cash for a portion of their shares accept the Santa Fe/Burlington Northern tender offer. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. EXHIBIT INDEX Exhibit No. Description - ----------- ----------- Exhibit 17 - Letter from Robert D. Krebs to Drew Lewis dated January 22, 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 22, 1995 /s/ Jeffrey R. Moreland - ---------------- ----------------------- (Date) Jeffrey R. Moreland Vice President - Law and General Counsel EX-99.17 2 LETTER Exhibit 17 ---------- January 22, 1995 Mr. Drew Lewis Chairman and Chief Executive Officer Union Pacific Corporation Martin Tower Eighth and Eaton Avenues Bethlehem, Pennsylvania 18018 Dear Drew: This is in response to your letter to me dated January 17, 1995 in which you informed me that Union Pacific was amending its tender offer for shares of Santa Fe common stock and is seeking to negotiate a merger agreement with Santa Fe. As you know, Santa Fe is a party to a merger agreement, as amended, with Burlington Northern which provides for a strategic combination of the two companies, with significantly enhanced value for Santa Fe stockholders. The Santa Fe Board of Directors, at a meeting held today, has determined that Union Pacific's amended tender offer is less favorable for Santa Fe stockholders than the transactions under Santa Fe's amended merger agreement with Burlington Northern. In reaching this determination, the Santa Fe Board concluded that a Burlington Northern-Santa Fe combination is an excellent strategic fit, presents substantial long-term benefits because of anticipated increases in operating income from the merger (which are expected to result from both operating efficiencies and increased revenues) and is likely to receive ICC approval, or approval from any government agency or executive department to which the present ICC jurisdiction over railroad mergers is likely to be transferred. The Board also noted that the Santa Fe/Burlington Northern tender offer allows stockholders who wish to do so to receive cash without waiting for regulatory approval, while at the same time the Santa Fe/Burlington Northern merger agreement allows stockholders to participate on a tax-free basis in the ownership of the combined company. The Board also noted that, in its judgment, given the substantial long-term benefits of a Santa Fe/Burlington Northern merger, the value of the aggregate consideration available to Santa Fe stockholders under the Santa Fe/Burlington Northern tender offer and merger exceeds the value of the consideration Mr. Drew Lewis January 22, 1995 Page 2 available to Santa Fe stockholders under the amended Union Pacific tender offer. The Board further noted that the stock to be received in the Santa Fe/Burlington Northern merger would be tax-free while the Union Pacific tender offer would be a fully taxable transaction. The Board also received on January 22, 1995 an oral opinion from its financial advisor, Goldman, Sachs & Co., that the aggregate of the cash and stock consideration to be received by all of the holders of outstanding shares of Santa Fe common stock pursuant to the Burlington Northern/Santa Fe tender offer and merger, considered as a unitary transaction, is fair to such holders. In light of these factors, the Board has decided not to terminate the Burlington Northern merger agreement in order to pursue a merger agreement with Union Pacific. In addition, the Board will continue to recommend to Santa Fe stockholders that they not tender their shares to Union Pacific. The Board has also asked me to reemphasize that it has never put the company up for sale. Instead, the Board has agreed to a strategic combination with Burlington Northern which is likely to achieve a significant long-term increase in value for Santa Fe stockholders. The Board remains committed to optimizing long-term growth in the value of Santa Fe stock. Sincerely, -----END PRIVACY-ENHANCED MESSAGE-----