-----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, TrlhTW96DJka5SOEjTQYnZKHf27ZNJO6yMn3tqSnMhVSmNvRO2iDW6kg0ZW8HQII j1YqbyffWkr2K3XBpsyV+g== 0000906416-94-000079.txt : 19941116 0000906416-94-000079.hdr.sgml : 19941116 ACCESSION NUMBER: 0000906416-94-000079 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19941114 SROS: MSE SROS: NYSE SROS: PSE 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38751 FILM NUMBER: 94559665 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/A 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/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) 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 November 14, 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 [ ]. 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 12,032,500 --------------------------- Beneficially 8. Shared Voting Power Owned by 200,000 --------------------------- Each Reporting 9. Sole Dispositive Power Person With 12,032,500 --------------------------- 10. Shared Dispositive Power 200,000 --------------------------- ---------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 12,232,500 ---------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) --------- ---------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 6.6% ---------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) CO ---------------------------------------------------------------- This statement is filed by Alleghany Corporation ("Alleghany"), a Delaware corporation having its principal executive offices at Park Avenue Plaza, New York, New York 10055, and 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. This Amendment No. 2 amends the Schedule 13D Statement filed by Alleghany on September 22, 1994, as amended by Amendment No. 1 filed on October 14, 1994, by furnishing the information set forth below. Item 3. Source and Amount of Funds or Other Consideration. ------ ------------------------------------------------- The second sentence of the information previously furnished in response to Item 3 in the Schedule 13D Statement filed by Alleghany on September 22, 1994, as amended, is further amended to read in its entirety as follows: As of the close of business on November 11, 1994 no indebtedness is outstanding under the Revolving Credit Facility. Item 4. Purpose of the Transaction. ------ -------------------------- The information previously furnished in response to Item 4 is hereby supplemented as follows: On October 14, 1994, Alleghany filed a Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), to permit the acquisition of shares of Common Stock of Santa Fe Pacific constituting less than 15% of the outstanding shares of Common Stock of Santa Fe Pacific. Alleghany was notified that early termination of the waiting period was granted effective as of 8:00 p.m. on November 3, 1994. On November 14, 1994, John J. Burns, Jr., President and Chief Executive Officer of Alleghany, sent to Robert D. Krebs, Chairman, President and Chief Executive Officer of Santa Fe Pacific, a letter, the complete text of which is as follows: November 14, 1994 Mr. Robert D. Krebs Chairman, President and CEO Santa Fe Pacific Corporation 1700 East Golf Road Schaumburg, Illinois 60173 Dear Rob: As you and the Board evaluate the UP and Burlington proposals, I hope you will keep in mind the alternative of continuing Santa Fe as an independent railroad. I recognize that merely choosing the independent alternative could possibly anger a large number of stockholders if it resulted in a decline in Santa Fe's stock price. However, if our understanding of your future cash flow is correct, Santa Fe can easily carry enough debt to permit a recapitalization. Moreover, Alleghany would be interested in providing equity financing for such a recapitalization. Thus, by way of illustration, if Santa Fe were to tender for 40% of its outstanding stock at the purported UP offer of $17.50 per share, it would require about $1.3 billion. This might be financed with a purchase by Alleghany of up to $300 million of convertible preferred of Santa Fe and with Santa Fe borrowing the balance. As you know, there are ample precedents for this type of recapitalization and I suspect it would be welcomed by other Santa Fe stockholders who would like to maintain a long-term investment in the Santa Fe. In closing, I would repeat that Alleghany admires the Santa Fe and wants to be supportive of its management. While we will not support a merger which puts the risk of a two to five year approval process on the stockholders, we otherwise would be prepared to support the recommendations of the Board. Please let me know if you have any interest in exploring the above with us. Sincerely yours, /s/ John J. Burns, Jr. Item 5. Interest in Securities of the Issuer. ------ ------------------------------------ The information previously furnished in response to Items 5(a) and 5(b) is hereby updated and superseded as follows: (a) As of the close of business on November 11, 1994, Alleghany beneficially owned 12,232,500 shares of the Common Stock of Santa Fe Pacific, or approximately 6.6% 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, 12,032,500 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 hereof, and specifically incorporated in this Item 5. The information previously furnished in response to Item 5(c) is supplemented as follows: (c) Transactions effected in the Common Stock of Santa Fe Pacific since October 13, 1994, the last date for which such transactions were reflected on Amendment No. 1 to Alleghany's Schedule 13D Statement, were as follows: Number of Shares Price Trade Date Purchased Per Share ---------- --------- --------------- 11/10/94 233,500 16.000 11/11/94 132,500 16.125 All of such shares were purchased in ordinary brokerage transactions effected on the New York Stock Exchange. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 2 is true, complete and correct. Dated: November 14, 1994 ALLEGHANY CORPORATION By:/s/ Robert M. Hart -------------------------- Robert M. Hart Senior Vice President and General Counsel -----END PRIVACY-ENHANCED MESSAGE-----