-----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, gMZVGG1ztfyWRi9YG9glyre2k/i5N1lHnTHSUcl6YYiQvvCnVKHDx3D42UgDlhPv ahpE9aiFPE74YOjou1Fg/A== 0000950131-95-000094.txt : 19950607 0000950131-95-000094.hdr.sgml : 19950607 ACCESSION NUMBER: 0000950131-95-000094 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950124 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: 95502621 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. #13 ============================================================================== 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. 13 ----------------- 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 (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, as amended by Amendments No. 1 through 12 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 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY The information set forth in the Form of Press Release dated January 24, 1995 attached hereto as exhibit 18, is incorporated herein by reference. Item 9. Material to be Filed as Exhibits. EXHIBIT INDEX Exhibit No. Description ----------- ----------- Exhibit 18 - Form of Press Release dated January 24, 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 24, 1995 /s/ Jeffrey R. Moreland - ---------------- ----------------------- (Date) Jeffrey R. Moreland Vice President - Law and General Counsel EX-99.27 2 FORM OF PRESS RELEASE EXHIBIT 18 [LETTERHEAD OF SANTA FE PACIFIC] PUBLIC RELATIONS NEWS FOR IMMEDIATE RELEASE MEDIA CONTACT: Richard Russack (BN) #8 (817) 333-6116 Catherine Westphal (Santa Fe) (708) 995-6273 BURLINGTON NORTHERN AND SANTA FE AMEND MERGER AGREEMENT ALLEGHANY CORP., GEORGE MCFADDEN TO VOTE 15.3 MILLION SANTA FE SHARES IN FAVOR OF MERGER FORT WORTH, TEXAS, and SCHAUMBURG, ILLINOIS, January 24, 1995 -- Burlington Northern Inc. (BN) and Santa Fe Pacific Corporation (Santa Fe) today announced that they have amended their merger agreement to permit Santa Fe under certain conditions to purchase up to 10 million shares of its common stock after shareholder approval of the merger and prior to its consummation. The total number of BN shares that would be issued upon consummation of the merger remains fixed. Thus, if Santa Fe purchased all 10 million shares the exchange ratio would be adjusted upwards from .40 to .4347 shares of BN common stock for each Santa Fe share following government approval of the merger. The joint tender offer underway by BN and Santa Fe to purchase 63 million Santa Fe shares at $20 per share is not affected by this amendment. BN and Santa Fe also announced that Alleghany Corporation, which owns 13.494 million shares of Santa Fe (or approximately 7.2% of the outstanding shares) and Mr. George McFadden, who owns 1.8 million shares of Santa Fe (or approximately 0.9% of the outstanding shares) have signed agreements with BN and Santa Fe to vote in favor of adoption of the merger agreement as long as at the time of the Santa Fe shareholder meeting (scheduled for Feb. 7, 1995) Santa Fe's board of directors continues to recommend the merger to its shareholders. In addition, Santa Fe said that its board of directors amended the shareholder rights plan to raise the ownership threshold from 10% to 15% before the rights are triggered. Alleghany, which had requested this amendment as a condition of signing the voting agreement, has indicated to Santa Fe that its management will seek authorization from the Alleghany board of directors to purchase up to 14.9% of Santa Fe's outstanding shares at times and under conditions that Alleghany management deems appropriate. Santa Fe also announced that the distribution date under its shareholder rights plan has been changed from Jan. 31, 1995 to Feb. 28, 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% interest in Santa Fe Pacific Pipeline Partners, L.P. ### -----END PRIVACY-ENHANCED MESSAGE-----