-----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, t2lu8oVMd4gUiHxJYYVPMAUCNZFA0fCSZv4yCmmC/43FWEf9Vdp6pQmYoBECfcfC I7YUyv8NUOZLo3ybwSJQWw== 0000906416-95-000003.txt : 19950607 0000906416-95-000003.hdr.sgml : 19950607 ACCESSION NUMBER: 0000906416-95-000003 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950126 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38751 FILM NUMBER: 95503196 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: TITLE INSURANCE [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. 4) Santa Fe Pacific Corporation ----------------------------------------- (Name of Issuer) Common Stock ---------------------------------------- (Title of Class of Securities) 802183103 ---------------------------------------- (CUSIP Number) Robert M. Hart, Esq. Senior Vice President, General Counsel and Secretary 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 January 25, 1995 ------------------------------------------------------- (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 [ ]. Page 1 of 8 pages 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 11,846,958 ------------------------ Beneficially 8. Shared Voting Power Owned by 6,215,038 ------------------------ Each Reporting 9. Sole Dispositive Power Person With 11,846,958 ------------------------ 10. Shared Dispositive Power 6,215,038 ------------------------ ----------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 18,061,996 ----------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) --------- Page 2 of 8 pages ----------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 9.6% ----------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) CO ----------------------------------------------------------------- Page 3 of 8 pages 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. 4 amends the Schedule 13D Statement filed by Alleghany on September 22, 1994, as amended by Amendment Nos. 1, 2 and 3, filed on October 14, 1994, November 14, 1994, and January 24, 1995, respectively, by furnishing the information set forth below. Item 3. Source and Amount of Funds or Other Consideration. ------ ------------------------------------------------- The information previously furnished in response to Item 3 is hereby supplemented as follows: In connection with the purchases of Common Stock of Santa Fe Pacific on January 25, 1995, described in Item 5 hereof, Alleghany borrowed $5 million under the Revolving Credit Facility, which constituted all outstanding indebtedness under the Revolving Credit Facility at that date. Page 4 of 8 pages 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 January 25, 1995, Alleghany beneficially owned 18,061,996 shares of the Common Stock of Santa Fe Pacific, or approximately 9.6% of the 188,301,537 outstanding shares of Common Stock of Santa Fe Pacific, as reported in Burlington Northern and Santa Fe Pacific's Joint Proxy Statement for Special Meetings of Stockholders to be held February 7, 1995 as being outstanding at December 31, 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, 11,846,958 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 Page 5 of 8 pages 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 Underwriters Reinsurance Company 1,022,556 22801 Ventura Boulevard Woodland Hills, California 91365 Underwriters Insurance Company 4,992,482 22801 Ventura Boulevard Woodland Hills, California 91365 Information concerning the principal business of each of Chicago Title, Ticor Title, Ticor Title Guarantee, Security Union, Underwriters and UIC 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 January 24, 1995, the last date for which such transactions were reflected on Amendment No. 3 to Alleghany's Schedule 13D Statement, were as follows: On January 25, 1995, Alleghany purchased 4,567,996 shares of the Common Stock of Santa Fe Pacific for a consideration of $18.50 per share, in transactions executed on the New York Stock Exchange; 3,537,196 of such shares were purchased from College Retirement Equities Fund ("CREF") and a separate account of CREF's companion organization Teachers Insurance and Annuity Association of America ("TIAA"), and 1,030,800 of such shares were purchased from various Page 6 of 8 pages investment funds and other institutional investors for which Fidelity Management & Research Company or affiliated entities acts as investment advisor ("Fidelity Accounts"). In connection with such purchases from CREF, TIAA and the Fidelity Accounts, Alleghany received proxies to vote such shares at the meeting of holders of Common Stock of Santa Fe Pacific scheduled to be held on February 7, 1995. Item 6. Contracts, Arrangements, Understandings or ------ ------------------------------------------ Relationships with Respect to Securities of ------------------------------------------- Issuer ------ As described in Item 5 above, in connection with the purchases of 3,537,196 shares of Common Stock of Santa Fe Pacific from CREF amd TIAA and 1,030,800 shares of Common Stock of Santa Fe Pacific from the Fidelity Accounts, Alleghany received proxies to vote such shares at the meeting of holders of Common Stock of Santa Fe Pacific scheduled to be held on February 7, 1995. Page 7 of 8 pages SIGNATURE --------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 4 is true, complete and correct. Dated: January 26, 1995 ALLEGHANY CORPORATION By: /s/ Robert M. Hart -------------------------- Robert M. Hart Senior Vice President, General Counsel and Secretary Page 8 of 8 pages -----END PRIVACY-ENHANCED MESSAGE-----