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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
TO ALL SANTA FE PACIFIC SHAREHOLDERS:
Union Pacific's
Fast Track Proposal
Check It For Yourself
BURLINGTON NORTHERN UNION PACIFIC PROPOSAL
MERGER WITH SANTA FE TO NEGOTIATE
ACQUISITION OF SANTA FE
___________________________ ___________________________
None ( ) CASH $17.50 per share in (X)
cash tender offer
for approximately
57% of all shares
(with remaining 43%
of shares receiving
Union Pacific
common stock in
second-step
merger).[1]
__________________________ ___________________________
ICC approval could ( ) TIMING Cash tender offer (X)
be 1 1/2 to 2 1/2 years could be completed
away. before the end of
next month.
Second-step merger
could take place
just a few months
later.
__________________________ ____________________________
$16.19 per Santa Fe ( ) TOTAL CONSIDERATION Total Consideration (X)
share in Burlington (based on closing (cash tender offer
Northern common market prices on and second-step
stock. November 11, 1994) merger) per Santa
Fe share represents
a premium to
consideration
offered in
Burlington Northern
merger.
__________________________ ___________________________
$0.41 per Santa Fe ( ) DIVIDENDS $0.61 per Santa Fe (X)
share. (indicated annual share that would be
dividend rate on per acquired in second-
share equivalent step merger.
basis)[2]
__________________________ ____________________________
Santa Fe shareholders( ) LEAST RISK TO No risk to Santa Fe (X)
bear entire risk. SANTA FE shareholders of ICC
Without ICC approval, SHAREHOLDERS approval of Union Pacific/
Santa Fe shareholders of ICC approval of Santa Fe combination.[3]
get nothing from combination with
Burlington Northern. Burlington Northern
or Union Pacific
__________________________ ____________________________
No ( ) VOTING TRUST Yes (X)
__________________________ ____________________________
Union Pacific's proposal and cash tender offer are conditioned on the
Burlington Northern merger NOT being approved by Santa Fe Shareholders and
on Santa Fe and Union Pacific entering into a negotiated Merger Agreement.
IF SANTA FE SHAREHOLDERS APPROVE THE BURLINGTON NORTHERN MERGER, UNION
PACIFIC WILL WITHDRAW ITS PROPOSAL AND TERMINATE THE CASH TENDER OFFER.
Vote AGAINST The Burlington Northern merger
Sign, date, and return the GOLD proxy card today.
[logo] Union Pacific
Corporation
NOVEMBER 12, 1994
IF YOU NEED ASSISTANCE OR INFORMATION PLEASE CALL OUR SOLICITOR: MORROW &
CO., INC. AT (800) 662-5200.
SEE REVERSE SIDE FOR FOOTNOTES AND CERTAIN OTHER INFORMATION.
Footnotes
1. Based on Union Pacific's closing market price on
November 8, 1994 (the last trading day before Union
Pacific's proposal was publicly announced), the
value of the consideration in the second step merger
would be equivalent to the tender offer price.
Because of fluctuations in the market value of Union
Pacific common stock, based on Union Pacific's
closing market price on November 11, 1994, the value
of the consideration in the second-step merger would
be less than the tender offer price.
2. Santa Fe shareholders would not receive dividends
with respect to shares which, pursuant to the Union
Pacific proposal, would be acquired in the cash
tender offer. The indicated annual dividend rate on
a per share equivalent basis is determined by
multiplying (i) the current annual dividend rate on
shares of common stock of Union Pacific or
Burlington Northern, as the case may be, by (ii) the
applicable exchange ratio. There can be no
assurance that Burlington Northern or Union Pacific
will continue to pay dividends at rates currently in
effect or will pay any dividend in the future.
3. Union Pacific is requesting the Staff of the
Interstate Commerce Commission ("ICC") to provide an
informal, non-binding opinion to the effect that the
ICC approves the use of a Voting Trust by Union
Pacific without the imposition of any conditions
unacceptable to Union Pacific. Receipt of such
opinion is a condition of Union Pacific's revised
proposal and of the cash tender offer. Union
Pacific believes it will obtain such approval from
the Staff of the ICC.
__________
Union Pacific's revised proposal is subject, among other things, to
termination of the Burlington Northern / Santa Fe merger agreement in
accordance with its terms, negotiation of a mutually satisfactory merger
agreement with Santa Fe in accordance with the terms of Santa Fe's existing
merger agreement with Burlington Northern and approval of the respective
Boards of Directors of Santa Fe and Union Pacific. A vote of stockholders
of Santa Fe and Union Pacific is not required in order to consummate the
cash tender offer. Approval of Santa Fe stockholders (but not Union
Pacific stockholders) is required in order to consummate the second-step
merger. The revised Union Pacific proposal is not subject to approval of
the Interstate Commerce Commission (other than as referred to in footnote 3
above), a due diligence condition or financing. 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 second-step merger contemplated by the revised 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.
___________________________________________________________________________
[logo] UNION PACIFIC
CORPORATION
INSTRUCTIONS FOR VOTING BY FEDERAL EXPRESS
Dear Santa Fe Pacific Stockholder:
Enclosed for your consideration is proxy material from Union
Pacific Corporation in opposition to the proposed merger of Santa
Fe Pacific Corporation and Burlington Northern Inc. being voted
on at the Special Meeting of Stockholders scheduled to be held on
November 18, 1994.
If you wish to vote your shares by Federal Express, please follow
the instructions below:
1. Sign and date your GOLD proxy card.
2. Place the GOLD proxy card in the Federal Express return
envelope provided and seal the envelope.
3. Call 1-800-238-5355 for Federal Express package pick-
up.
If you have any questions or problems, please feel free to call
our proxy solicitor, Morrow & Co., Inc., at 1-800-662-5200 (toll
free).
Sincerely,
Union Pacific Corporation