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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
(X) Definitive Additional Materials
( ) 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
Important Message From Union Pacific Corporation To
Santa Fe Pacific Shareholders:
IT'S TIME FOR SOME
STRAIGHT TALK ABOUT
THE ICC
Union Pacific has proposed to negotiate a merger in which you would
receive a substantial premium to the consideration offered in the
Burlington Northern merger based on current market prices. We
believe your board of directors should be doing everything in its
power to seek to maximize the value of your investment.
But the Santa Fe directors have repeatedly refused to negotiate
with us concerning the terms of our merger proposal. They
continue to stonewall. AND they are telling you they think they
can predict how the ICC would view our proposal.
If the Santa Fe board thinks it can predict how the ICC will react,
it's news to the ICC Chairman, Gail McDonald, who said publicly on
October 20:
"I urge caution to those who would make hasty judgments about how
the ICC is likely to view any rail merger. The ICC's review of
all major rail mergers goes far deeper than a cursory analysis of
rail maps, and is also far broader than an analysis of competitive
effects."
...Excerpt from speech to Western Coal Traffic League
Despite this, Robert D. Krebs, your Chairman, President and Chief
Executive Officer, still says:
"We haven't paid a lot of attention to Union Pacific's bids
because their proposal for a merger is an illusion [because of its
anti-competitive aspects]."
Chicago Tribune, November 1, 1994
And Mr. Krebs has repeatedly predicted that the ICC is likely to
approve a Santa Fe/Burlington Northern merger.
LET'S SET THE RECORD STRAIGHT:
1. There are extensive parallel As you make your decision
aspects to the Burlington regarding how to vote on the
Northern merger. Burlington Northern merger,
* Burlington Northern and Santa keep these points in mind:
Fe lines are parallel between * Union Pacific is prepared to
every combination of these negotiate a merger in
cities: Denver, Chicago, accordance with the terms of
Kansas City, Dallas/Ft. the Burlington Northern/Santa
Worth, Houston and Galveston. Fe merger agreement, in which
* There are at least 30 cities you would receive what we
where competing lines would believe is superior value.
be eliminated under the We have indicated that we
Burlington Northern merger. will consider paying a
* Burlington Northern and Santa portion of that value in
Fe are the ONLY lines serving cash.
such important shipping * The Santa Fe board has
points as Amarillo, TX; refused to negotiate with us
Lubbock TX; Superior, NE; concerning the terms of our
Fort Madison, IA; Galesburg, merger proposal.
IL; and Trinidad, CO; among * Your board rejected our
others. proposal to negotiate a
2. A panel of ICC and merger the day after it was
transportation experts was made. While the Chairman of
retained by Union Pacific to the ICC, the panel of experts
review the same information and Union Pacific all caution
given to Santa Fe. The ICC against hasty judgments,
experts concluded: Santa Fe tells you they
* Union Pacific has outlined a passed judgment on our ICC
strong case for ICC approval case in barely 24 hours.
of a combination with Santa * We believe, and a panel of
Fe that warrants favorable experts agrees, that our
consideration by the ICC. proposal has good prospects
* A Union Pacific/Santa Fe for ICC approval, especially
combination should have good since we are prepared to
prospects of gaining ICC grant pro-competitive
approval. conditions.
The panel's conclusions also * The Burlington Northern
noted that ICC approval is a merger raises significant
long and complex process that competitive concerns and
can take two years or longer, approval by the ICC is NOT
and that at this stage, one assured.
cannot predict with certainty * If Santa Fe shareholders
the outcome of ICC review of approve the Burlington
either a Union Pacific or a Northern merger, we will
Burlington Northern combination withdraw our proposal and
with Santa Fe. you will have no opportunity
to consider our proposal.
Send the Santa Fe board a strong
message to enter into good faith
negotiations concerning the Union
Pacific proposal.
Protect your interests. Vote AGAINST the Burlington Northern merger.
Sign, Date, and Return the GOLD Proxy Card Today.
UNION PACIFIC
LOGO CORPORATION
November 3, 1994
If you need assistance or information please call our solicitor:
Morrow & Co., Inc. at (800) 662-5200.
Union Pacific's proposal is subject to termination of the Burlington
Northern/Santa Fe merger agreement in accordance with its terms, a
due diligence review, negotiation of a mutually satisfactory merger
agreement with Santa Fe, approval of the Interstate Commerce
Commission and approval of our respective Boards of Directors and
stockholders. The Burlington Northern/Santa Fe merger agreement is
subject to approval of the Interstate Commerce Commission and the
respective stockholders of Burlington Northern and Santa Fe. Because
of fluctuations in the market value of Union Pacific common stock and
Burlington Northern common stock, there can be no assurances as to
the actual value that Santa Fe stockholders would receive pursuant to
the Union Pacific proposal or the Santa Fe/Burlington Northern
merger.
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.