-----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, gpEWC2pZ8vfXeZgFVG7uyX8HPgtlhDbR1baV5DJj6QiHHGRdPcDhHqcQ7cuTpava uQRdRG6fUdpXMF9jtqgBqg== 0000906416-94-000050.txt : 19940923 0000906416-94-000050.hdr.sgml : 19940923 ACCESSION NUMBER: 0000906416-94-000050 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940922 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SANTA FE PACIFIC CORP CENTRAL INDEX KEY: 0000732639 STANDARD INDUSTRIAL CLASSIFICATION: 4011 IRS NUMBER: 363258709 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-38751 FILM NUMBER: 94550019 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: ALLEGHANY CORP /DE CENTRAL INDEX KEY: 0000775368 STANDARD INDUSTRIAL CLASSIFICATION: 6361 IRS NUMBER: 510283071 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: PARK AVE PLZ CITY: NEW YORK STATE: NY ZIP: 10055 BUSINESS PHONE: 2127521356 MAIL ADDRESS: STREET 1: PARK AVENUE PLAZA CITY: NEW YORK STATE: NY ZIP: 10055 FORMER COMPANY: FORMER CONFORMED NAME: ALLEGHANY FINANCIAL CORP DATE OF NAME CHANGE: 19870115 SC 13D 1 13D (023899.123) SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Santa Fe Pacific Corporation ----------------------------------------- (Name of Issuer) Common Stock ----------------------------------------- (Title of Class of Securities) 802183103 ----------------------------------------- (CUSIP Number) Robert M. Hart, Esq. Senior Vice President and General Counsel Alleghany Corporation Park Avenue Plaza New York, New York 10055 (212) 752-1356 ---------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copies to: Aileen C. Meehan, Esq. Donovan Leisure Newton & Irvine 30 Rockefeller Plaza New York, New York 10112 (212) 632-3338 September 12, 1994 ---------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with this statement [x]. CUSIP No. 802183103 --------- ----------------------------------------------------------------- 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Alleghany Corporation 51-0283071 ----------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] ----------------------------------------------------------------- 3. SEC Use Only ----------------------------------------------------------------- 4. Source of Funds (See Instructions) WC, BK ----------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) . ------- ----------------------------------------------------------------- 6. Citizenship or Place of Organization Delaware ----------------------------------------------------------------- Number of 7. Sole Voting Power Shares 9,799,800 Beneficially ------------------------ Owned by 8. Shared Voting Power Each Reporting 200,000 Person with ------------------------ 9. Sole Dispositive Power 9,799,800 ------------------------ 10. Shared Dispositive Power 200,000 ------------------------ ----------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 9,999,800 ----------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) . ------- ----------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 5.4% ----------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) CO ----------------------------------------------------------------- Item 1. Security and Issuer. ------ ------------------- This Statement on Schedule 13D (the "Schedule 13D") relates to shares of the Common Stock, par value $1.00 per share (the "Common Stock"), of Santa Fe Pacific Corporation, a Delaware corporation ("Santa Fe Pacific"). The address of Santa Fe Pacific's principal executive offices is 1700 East Golf Road, Schaumburg, Illinois, 60173-5860. Item 2. Identity and Background. ------ ----------------------- This Schedule 13D is filed by Alleghany Corporation, a Delaware corporation ("Alleghany"). The address of the principal office of Alleghany is Park Avenue Plaza, New York, New York 10055. Alleghany is engaged, through its subsidiaries Chicago Title and Trust Company ("CT&T"), Chicago Title Insurance Company ("Chicago Title"), Security Union Title Insurance Company ("Security Union") and Ticor Title Insurance Company ("Ticor Title") and their subsidiaries (including Ticor Title Guarantee Company ("Ticor Title Guarantee"), a subsidiary of Ticor Title), in the sale and underwriting of title insurance and in certain other financial services businesses. Alleghany is also engaged, through its subsidiary Underwriters Reinsurance Company, in the property and casualty reinsurance business. In addition, Alleghany is engaged through its subsidiary Sacramento Savings Bank in retail banking, and, through its subsidiaries World Minerals Inc., Celite Corporation and Harborlite Corporation and their subsidiaries, in the industrial minerals business. Alleghany conducts a steel fastener importing and distribution business through its Heads and Threads division. In May 1994, Alleghany entered into an agreement providing for the sale of Sacramento Savings Bank to First Interstate Bank of California, which sale is expected to close in the fourth quarter of 1994. Attached as Appendix I hereto, which appendix is specifically incorporated in this Item 2, is a list of the executive officers and directors of Alleghany and the persons who may be deemed to be controlling persons of Alleghany. Appendix I also contains, with respect to each such person, his or her residence or business address and his or her present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted. Each such person is a citizen of the United States. As more fully described in Appendix I, as of September 14, 1994, F.M. Kirby, Chairman of the Board of Alleghany, Allan P. Kirby, Jr., a director of Alleghany, and their sisters Grace Kirby Culbertson and Ann Kirby Kirby were believed to own approximately 37 percent of the outstanding common stock of Alleghany. During the last five years, neither Alleghany nor, to the best knowledge of Alleghany, any person listed in Appendix I has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or of a finding of any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration ------ ------------------------------------------------- Funds used in making purchases of the Common Stock of Santa Fe Pacific were obtained from the working capital of Alleghany and its subsidiaries Chicago Title, Ticor Title, Ticor Title Guarantee and Security Union, and from borrowings made by Alleghany under its Revolving Credit Loan Agreement dated as of July 9, 1991, with Chemical Bank (the "Revolving Credit Facility"), which Revolving Credit Facility is listed as Exhibit 1 hereto. As of the close of business on September 21, 1994, the amount borrowed under the Revolving Credit Facility to fund purchases of Common Stock of Santa Fe Pacific is $138 million, which constituted all outstanding indebtedness under the Revolving Credit Facility at that date. Pursuant to the Revolving Credit Facility, Alleghany may make borrowings of up to $200 million aggregate principal amount at any one time outstanding. Borrowings under the Revolving Credit Facility are unsecured. Item 4. Purpose of the Transaction. ------ -------------------------- Alleghany's purchases of Common Stock reported herein were made to acquire an equity interest in Santa Fe Pacific as an investment. Alleghany's present intention is to contribute a significant part of the shares of Common Stock of Santa Fe Pacific reported herein as owned directly by it to the investment assets of its Underwriters Reinsurance group. Alleghany intends from time to time, depending upon market conditions, the state of affairs of Santa Fe Pacific and of the businesses in which it is engaged and other factors, to acquire, directly or indirectly through one or more of its insurance subsidiaries, additional shares of the Common Stock of Santa Fe Pacific, subject to applicable laws and to the availability of shares at prices deemed favorable by Alleghany. Alleghany will continue to consider its equity interest in Santa Fe Pacific and reserves the right to formulate such plans or proposals, and to take such action, as may seem appropriate in the circumstances existing at any future date. Except as set forth above, Alleghany has no present plans or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. ------ ------------------------------------ (a) As of the close of business on September 21, 1994, Alleghany beneficially owned 9,999,800 shares of the Common Stock of Santa Fe Pacific, or approximately 5.4% of the 186,523,992 outstanding shares of Common Stock of Santa Fe Pacific, as reported in Santa Fe Pacific's Quarterly Report on Form 10-Q for the six months ended June 30, 1994 as being outstanding at June 30, 1994. (b) Alleghany has the sole power to vote, or to direct the vote of, and sole power to dispose of or direct the disposition of, 9,799,800 shares of the Common Stock of Santa Fe Pacific disclosed in Item 5(a) above. Alleghany has shared voting and investment power with respect to the following shares of the Common Stock of Santa Fe Pacific owned by subsidiaries of Alleghany: Number of Shares of Subsidiary and Common Stock of Address of Principal Office Santa Fe Pacific --------------------------- ------------------- Chicago Title Insurance Company 124,000 171 North Clark Street Chicago, Illinois 60601 Ticor Title Insurance Company 46,000 1717 Walnut Grove Avenue Rosemead, California 91770 Ticor Title Guarantee Company 9,000 1717 Walnut Grove Avenue Rosemead, California 91770 Security Union Title Insurance Company 21,000 1717 Walnut Grove Avenue Rosemead, California 91770 Information concerning the principal business of each of Chicago Title, Ticor Title, Ticor Title Guarantee and Security Union is set forth in Item 2 above, and specifically incorporated in this Item 5. (c) Information with respect to transactions effected in the Common Stock of Santa Fe Pacific during the past sixty days is set forth in Appendix II hereto, which appendix is specifically incorporated in this Item 5. (d) No person other than Alleghany has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock of Santa Fe Pacific disclosed in Item 5(a) above, except as to those shares of the Common Stock of Santa Fe Pacific held by Chicago Title, Ticor Title, Ticor Title Guarantee and Security Union as described in subparagraph (b) of this Item 5. (e) Not Applicable. Item 6. Contracts, Arrangements, Understandings or ------ ------------------------------------------ Relationships with Respect to Securities of the ----------------------------------------------- Issuer. ------ There are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons referred to in Item 2 or between such persons and any other person with respect to any of the securities of Santa Fe Pacific, including, but not limited to, any relating to the transfer or voting of any of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Item 7. Material to be filed as Exhibits. ------ -------------------------------- 1. Revolving Credit Loan Agreement dated as of July 9, 1991 between Alleghany and Chemical Bank, filed as Exhibit 10.1 to Alleghany's Quarterly Report on Form 10-Q for the quarter ended June 30, 1991, is incorporated herein by reference. 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. Dated: September 22, 1994 ALLEGHANY CORPORATION By:/s/ John J. Burns, Jr. --------------------------- John J. Burns, Jr. President and chief executive officer APPENDIX I The directors and executive officers of Alleghany and certain persons who may be deemed to be controlling persons of Alleghany, together with the business or residence address, present principal occupation or employment, and the name and (if other than Alleghany or a subsidiary of Alleghany) principal business of any corporation or other organization in which such occupation or employment is conducted, for each such person, appear below. Principal Occupation Name and Address or Employment ---------------- -------------------- F.M. Kirby (1) (2) Chairman of the Board and 17 De Hart Street Member of the Executive Post Office Box 151 Committee, Alleghany Morristown, New Jersey 07963-0151 John J. Burns, Jr. (1) President, chief executive Alleghany Corporation officer, chief operating Park Avenue Plaza officer and Member of the New York, New York 10055 Executive Committee, Alleghany Dan R. Carmichael (1) President and Chief Executive Anthem Casualty Insurance Officer and director, Group, Inc. Anthem Casualty Insurance 120 Monument Circle Group, Inc. (insurance) Indianapolis, Indiana 46204 John E. Conway Vice President, Secretary Alleghany Corporation and Treasurer, Alleghany Park Avenue Plaza New York, New York 10055 Grace Kirby Culbertson (2) Housewife Blue Mill Road Morristown, New Jersey 07960 David B. Cuming Senior Vice President and Alleghany Corporation chief financial officer, Park Avenue Plaza Alleghany New York, New York 10055 Robert M. Hart Senior Vice President and Alleghany Corporation General Counsel, Alleghany Park Avenue Plaza New York, New York 10055 Allan P. Kirby, Jr. (1) (2) President, Liberty Square, 14 East Main Street Inc. (investments); P.O. Box 90 Chairman of the Executive Mendham, New Jersey Committee, Alleghany 07945-0090 Ann Kirby Kirby (2) Housewife c/o Carter, Ledyard & Milburn 2 Wall Street New York, New York 10005 William K. Lavin (1) Vice Chairman and Chief Woolworth Corporation Executive Officer, 233 Broadway Woolworth Corporation New York, New York 10279 (retailing) Peter R. Sismondo Vice President, Controller, Alleghany Corporation and Assistant Secretary, Park Avenue Plaza Alleghany New York, New York 10055 Theodore E. Somerville Vice President, Alleghany Alleghany Corporation Park Avenue Plaza New York, New York 10055 John E. Tobin (1) Retired (formerly partner, 100 Ackerman Avenue law firm of Dorsey & Ho-Ho-Kus, New Jersey 07423 Whitney); Member of the Executive Committee, Alleghany Richard P. Toft Senior Vice President, Chicago Title and Trust Alleghany; Chairman, Company President, and Chief 171 North Clark Street Executive Officer, Chicago Chicago, Illinois 60601 Title and Trust Company; Chairman, Chicago Title Insurance Company James F. Will (1) President and Chief Executive Armco Inc. Officer, Armco Inc. (steel 650 Washington Road manufacturing and metals Pittsburgh, Pennsylvania 15228 processing) Paul F. Woodberry (1) Financial Consultant, World Minerals Inc. Alleghany 511 North H Street Suite H Lompoc, California 93436 S. Arnold Zimmerman (1) Retired (formerly Senior Vice Featherbed Lane President, General Counsel New Vernon, New Jersey 07976 and Secretary, Avon Products, Inc.) FOOTNOTES --------- (1) Director of Alleghany. (2) On September 14, 1994, Allan P. Kirby, Jr. held an irrevocable power of attorney as to 73,946 shares of the common stock of Alleghany ("Alleghany Common Stock") owned by his children, and 305,655 shares of Alleghany Common Stock were held by a trust of which Mr. Kirby is co-trustee and beneficiary. Mr. Kirby disclaims beneficial ownership of the shares of Alleghany Common Stock held by his children. Mr. Kirby held 210,695 shares of Alleghany Common Stock directly and stock options, granted pursuant to Alleghany's Directors' Stock Option Plan, to purchase 6,566 shares of Alleghany Common Stock. On September 14, 1994, 110,344 shares of Alleghany Common Stock were held by F.M. Kirby as sole trustee of trusts for the benefit of his children; 407,302 shares of Alleghany Common Stock were held by a trust of which Mr. Kirby is co-trustee and primary beneficiary; and 189,540 shares of Alleghany Common Stock were held by trusts for the benefit of his children and his children's descendents as to which Mr. Kirby was granted a proxy and, therefore, had shared voting power. Mr. Kirby disclaims beneficial ownership of the shares of Alleghany Common Stock held for the benefit of his children and for the benefit of his children and his children's descendants. Mr. Kirby held 163,860 shares of Alleghany Common Stock directly. On September 14, 1994, 39,474 shares of Alleghany Common Stock were held by Grace Kirby Culbertson as co-trustee of trusts for the benefit of her children, and 210,220 shares of Alleghany Common Stock were held by trusts for the benefit of Mrs. Culbertson and her descendants, of which Mrs. Culbertson is co-trustee. Mrs. Culbertson held 130,920 shares of Alleghany Common Stock directly. Ann Kirby Kirby has disclaimed being a controlling person or member of a controlling group with respect to Alleghany, and has declined to supply information with respect to her ownership of Alleghany Common Stock. However, Mrs. Kirby filed a statement on Schedule 13D dated April 5, 1982 with the Securities and Exchange Commission reporting beneficial ownership, both direct and indirect through various trusts, of 710,667 shares of the common stock of Alleghany Corporation, a Maryland corporation and the predecessor of Alleghany ("Old Alleghany"). Upon the liquidation of Old Alleghany in December 1986, stockholders received $43.05 in cash and one share of Alleghany Common Stock for each share of Old Alleghany common stock. The stock ownership information provided herein as to Ann Kirby Kirby is based solely on her statement on Schedule 13D, and may have changed since the date thereof. APPENDIX II The following table sets forth the trade dates for each purchase of shares of the Common Stock of Santa Fe Pacific by Alleghany within the past sixty days, the number of such shares purchased in each such transaction and the price per share in each such transaction. Except as otherwise noted, all of such shares were purchased in ordinary brokerage transactions effected on the New York Stock Exchange. Number of Shares Price Trade Date Purchased Per Share ---------- --------- -------------- 7/25/94 100,700 20.0040 7/26/94 75,000 20.1250 7/26/94 79,000 20.0000 7/26/94 4,400 19.8750 7/27/94 34,900 20.0000 7/27/94 25,000 19.8750 7/28/94 190,500 20.6250 7/28/94 19,400 20.5000 7/29/94 20,100 20.7500 7/29/94 10,000 20.6250 8/1/94 25,000 20.6250 8/1/94 50,000 20.5000 8/2/94 25,000 20.5000 8/2/94 25,000 20.3750 8/2/94 27,500 20.2500 8/3/94 25,000 20.6250 8/3/94 32,300 20.5000 8/3/94 12,500 20.2500 8/4/94 20,000 20.6250 8/4/94 307,100 20.5000 8/4/94 87,100 20.3750 8/4/94 10,600 20.2500 8/5/94 20,000 20.2500 8/5/94 69,400 20.1250 8/5/94 25,000 20.0000 8/5/94 3,000 19.8750 8/8/94 12,000 19.8750 8/8/94 4,880 19.7460(1) 8/8/94 20,820 19.7460 8/9/94 66,800 19.8750(2) 8/10/94 50,000 20.0000 8/10/94 20,000 19.8750(2) 8/11/94 22,500 20.0000 8/11/94 50,000 19.8750 8/12/94 22,500 19.8750(2) 8/12/94 22,500 19.8750(2) 8/12/94 155,000 19.8750 8/15/94 100,000 20.0000 8/15/94 47,100 19.8750 8/16/94 252,900 20.0000 8/16/94 50,200 19.8750 8/17/94 49,800 20.0000 8/17/94 100,000 19.8750 8/17/94 1,100 19.7500 8/18/94 98,900 19.8750 8/18/94 500 19.7500 8/19/94 70,000 19.8750 8/19/94 29,500 19.7500 8/22/94 75,000 19.6250 8/22/94 100,000 19.5000 8/22/94 225,000 19.2500 8/23/94 25,000 19.3750(3) 8/23/94 25,000 19.3750 8/23/94 49,000 19.2500 8/23/94 1,000 19.1250 8/24/94 100,000 19.5000 8/24/94 15,000 19.3750(2) 8/24/94 100,800 19.3750 8/25/94 65,800 19.7500 8/25/94 559,200 19.6250 8/25/94 785,700 19.5000 8/26/94 215,000 19.7500 8/26/94 91,200 19.6250 8/27/94 170,300 20.5000 8/27/94 250,000 20.2500 8/30/94 400,000 20.8750 8/31/94 25,000 21.0000 9/1/94 100,000 22.0000 9/1/94 48,900 21.6250 9/1/94 50,000 21.5000 9/1/94 9,000 21.8750 9/2/94 50,000 22.2500 9/2/94 71,500 22.1250 9/2/94 25,000 22.0000 9/2/94 25,000 21.8750 9/2/94 22,900 21.7500 9/6/94 55,000 22.1250 9/6/94 100,000 22.0000 9/7/94 150,000 22.5000 9/7/94 30,000 22.3750 9/7/94 10,000 22.2500 9/7/94 10,000 22.1250 9/8/94 110,000 22.1250 9/8/94 80,000 22.0000 9/9/94 100,000 22.2290 9/12/94 53,000 22.5000 9/12/94 215,700 22.3750 9/12/94 7,000 22.2500(2) 9/12/94 627,300 22.2500 ---------------- (1) Trade effected on the Philadelphia Stock Exchange. (2) Trade effected on the Chicago Stock Exchange. (3) Trade effected on the Cincinnati Stock Exchange. INDEX TO EXHIBITS Exhibit Number Description -------------- ----------- 1 Revolving Credit Loan Agreement dated as of July 9, 1991 between Alleghany and Chemical Bank, filed as Exhibit 10.1 to Alleghany's Quarterly Report on Form 10-Q for the quarter ended June 30, 1991, is incorporated herein by reference. -----END PRIVACY-ENHANCED MESSAGE-----