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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant ( )
Filed by a Party other than the Registrant (X)
Check the appropriate box:
( ) Preliminary Proxy Statement
( ) Definitive Proxy Statement
( ) Definitive Additional Materials
(X) Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
Santa Fe Pacific Corporation
Name of Registrant as Specified In Its Charter
Union Pacific Corporation
(Names of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
( ) $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(i)(2).
( ) $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
( ) Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11.
(X) Check box if any party of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
(1) Amount Previously Paid: $125 on October 13, 1994
(2) Form, Schedule or Registration Statement No.: Schedule 14A
(3) Filing Party: Same as above
(4) Date Filed: October 13, 1994
[Union Pacific Logo]
AN IMPORTANT MESSAGE FROM
UNION PACIFIC CORPORATION FOR:
SANTA FE PACIFIC
SHAREHOLDERS
Union Pacific Corporation has proposed to negotiate a
merger with Santa Fe Pacific that, based on current
market prices, would give you a substantial premium over
the consideration you would receive in a merger with
Burlington Northern.
The board of directors of Santa Fe rejected our proposal
the day after it was made. The Santa Fe board has
refused to meet with us despite our stated willingness to
consider an even higher price if they provide us
information that would justify an increase.
Now, the Santa Fe directors are asking you to approve a
merger with Burlington Northern--even though, based on
current market prices, you would receive substantially
less consideration in a Burlington Northern merger than
you would under the proposal that we are seeking to
negotiate with Santa Fe's Board.
Both the Burlington Northern merger and our proposal
require the approval of the Interstate Commerce
Commission. Our proposal also is subject to termination
of the Burlington Northern merger agreement, a due
diligence review, negotiation of a mutually satisfactory
merger agreement with Santa Fe and approval of our
respective Boards of Directors and shareholders.
We will soon be furnishing you our proxy material asking
you to vote "AGAINST" the Burlington Northern merger. Our
proxy material will discuss our acquisition proposal and
the issue of ICC approval. We urge you not to vote on
Santa Fe's white proxy card until you have had the
opportunity to review our material.
YOU WILL SEE FOR YOURSELF WHY OUR PROPOSAL TO NEGOTIATE
AN ALTERNATIVE MERGER WITH SANTA FE MAKES MORE SENSE.
[Union Pacific Logo]
October 26, 1994
If you need assistance or information please call our
solicitor: Morrow & Co., Inc. at (800) 662-5200
This solicitation is neither an offer to sell nor a
solicitation of offers to buy any securities which may be
issued in any merger or similar business combination
involving Union Pacific and Santa Fe. The issuance of
such securities would have to be registered under the
Securities Act of 1933 and such securities would be
offered only by means of a prospectus complying with the
requirements of such Act.
THE PARTICIPANTS IN THIS SOLICITATION INCLUDE UNION
PACIFIC CORPORATION ("UNION PACIFIC") AND THE FOLLOWING
DIRECTORS AND EXECUTIVE OFFICERS OF UNION PACIFIC:
Robert P. Bauman (Director), Charles E. Billingsley (Vice
President, Controller), Richard B. Cheney (Director), E.
Virgil Conway (Director), Richard K. Davidson (Director,
President), John E. Dowling (Vice President-Corporate
Development), Spencer F. Eccles (Director), Ursula F.
Fairbairn (Senior Vice President-Human Resources),
Elbridge T. Gerry, Jr. (Director), William H. Gray, III
(Director), John B. Gremillion, Jr. (Vice President-
Taxes), Judith Richards Hope (Director), Lawrence M.
Jones (Director), Drew Lewis (Director, Chairman and
Chief Executive Officer), Richard J. Mahoney (Director),
Claudine B. Malone (Director), L. White Matthews, III
(Director, Executive Vice President-Finance), Mary E.
McAuliffe (Vice President-External Relations), Jack L.
Messman (Director), John R. Meyer (Director), Thomas A.
Reynolds, Jr. (Director), James D. Robinson, III
(Director), Robert W. Roth (Director), Gary F. Schuster
(Vice President-Corporate Relations), Richard D. Simmons
(Director), Gary M. Stuart (Vice President and
Treasurer), Judy L. Swantak (Vice President and Corporate
Secretary), Carl W. von Bernuth (Senior Vice President
and General Counsel). Union Pacific is the beneficial
holder of 200 shares of the common stock of Santa Fe
Pacific Corporation (Santa Fe") purchased on October 6,
1994. 100 of such shares were purchased for $14 per
share in an open market transaction entered into on the
over-the-counter market and 100 of such shares were
purchased for $13-1/2 per share in an open market
transaction executed on the NYSE. No directors or
executive officers of Union Pacific own any shares of
Santa Fe common stock.
CERTAIN EMPLOYEES OF UNION PACIFIC WHO MAY BE
PARTICIPANTS:
Mary S. Jones (Assistant Treasurer of Union Pacific),
Gary W. Grosz (Manager-Investor Relations of Union
Pacific), John J. Koraleski (Executive Vice President,
Finance and Information Technologies of Union Pacific
Railroad Company), James A. Shattuck (Executive Vice
President, Marketing and Sales of Union Pacific Railroad
Company), Arthur L. Shoener (Executive Vice President,
Operations of Union Pacific Railroad Company), James V.
Dolan (Vice President, Law of Union Pacific Railroad
Company), Michael F. Kelly (Vice President, Marketing-
Services of Union Pacific Railroad Company), John H.
Rebensdorf (Vice President, Strategic Planning of Union
Pacific Railroad Company). The aforementioned employees
of Union Pacific own in the aggregate less than 1% of the
outstanding shares of Santa Fe common stock.
CERTAIN OTHER REPRESENTATIVES OF UNION PACIFIC WHO MAY BE
PARTICIPANTS:
Richard H. Bott (Managing Director at CS First Boston
Corporation), David A. DeNunzio (Managing Director at CS
First Boston Corporation), Gerald M. Lodge (Managing
Director at CS First Boston Corporation), Stephen C.
Month (Director at CS First Boston Corporation), Scott R.
White (Associate at CS First Boston Corporation), Samuel
H. Schwartz (Associate at CS First Boston Corporation),
Caroline P. Sykes (Analyst at CS First Boston
Corporation). None of the aforementioned employees of CS
First Boston Corporation own any shares of Santa Fe
common stock. In the normal course of its business, CS
First Boston may trade the debt and equity securities of
Santa Fe for its own account and the accounts of its
customers and, accordingly, may at any time hold a long
or short position in such securities. As of October 25,
1994, CS First Boston Corporation held a net short position
of less than 1% of the outstanding shares of Santa Fe common
stock.