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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
AMENDMENT NO. 3
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES
EXCHANGE ACT OF 1934
SANTA FE PACIFIC CORPORATION
(NAME OF SUBJECT COMPANY)
UNION PACIFIC CORPORATION
UP ACQUISITION CORPORATION
(BIDDERS)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(TITLE OF CLASS OF SECURITIES)
802183 1 03
(CUSIP NUMBER OF CLASS OF SECURITIES)
RICHARD J. RESSLER
ASSISTANT GENERAL COUNSEL
UNION PACIFIC CORPORATION
EIGHTH AND EATON AVENUES
BETHLEHEM, PENNSYLVANIA 18018
(610) 861-3200
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
with a copy to:
PAUL T. SCHNELL, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
TELEPHONE: (212) 735-3000
Union Pacific Corporation, a Utah corporation ("Parent"),
and UP Acquisition Corporation, a wholly-owned subsidiary of
Parent (the "Purchaser"), hereby amend and supplement their
Statement on Schedule 14D-1 ("Schedule 14D-1"), filed with the
Securities and Exchange Commission (the "Commission") on November
9, 1994, as amended by Amendment No. 1, dated November 10, 1994,
and Amendment No. 2, dated November 14, 1994, with respect to the
Purchaser's offer to purchase 115,903,127 shares of Common Stock,
par value $1.00 per share (the "Shares"), of Santa Fe Pacific
Corporation, a Delaware corporation (the "Company").
Unless otherwise indicated herein, each capitalized term
used but not defined herein shall have the meaning assigned to
such term in Schedule 14D-1 or in the Offer to Purchase referred
to therein.
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATION-
SHIPS WITH RESPECT TO THE SUBJECT COMPANY'S SECURITIES.
The information set forth in Item (7) of Schedule 14D-1 is
hereby amended and supplemented by the following information:
On November 17, 1994, Parent issued a press release, a copy
of which is attached hereto as Exhibit (a)(15) and incorporated
herein by reference, relating to Burlington Northern Inc.'s
recent filing with the Interstate Commerce Commission.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(15) Text of Press Release issued by Union Pacific
Corporation on November 17, 1994.
SIGNATURE
After due inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: November 18, 1994
UNION PACIFIC CORPORATION
By:/s/ Gary M. Stuart
___________________________
Title: Vice President and
Treasurer
SIGNATURE
After due inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: November 18, 1994
UP ACQUISITION CORPORATION
By: /s/ Gary M. Stuart
__________________________
Title: Vice President and
Treasurer
EXHIBIT INDEX
Exhibit No. Description
(a)(15) Text of Press Release issued by Union Pacific
Corporation on November 17, 1994.
(UNION PACIFIC NEWS RELEASE
CORPORATION - LOGO)
Contact: 610-861-3382
Gary F. Schuster
Vice President-Corporate Relations
Martin Tower
Eighth and Eaton Avenues
Bethlehem, PA 18018
UNION PACIFIC SAYS BURLINGTON NORTHERN'S
ICC FILING IS ENTIRELY WITHOUT MERIT
Bethlehem, PA, November 17, 1994 -- Union Pacific
Corporation said today that it believed Burlington Northern
Inc.'s recent filing with the ICC challenging Union Pacific's
use of a voting trust in its proposed acquisition of Santa Fe
Pacific Corporation is entirely without merit.
Dick Davidson, President of Union Pacific, said,
"Burlington Northern's claims are inconsistent with decades of
precedent. We do not believe the ICC has ever refused to allow
the use of a voting trust. Our proposed voting trust is a
'plain vanilla' document. It raises none of the controversial
issues that slowed down the approval of the voting trusts in the
IC/KCS and SFSP transactions."
Davidson also noted "Union Pacific's use of a voting
trust in its acquisition proposal has been repeatedly requested
by Santa Fe Chairman Robert Krebs. We continue to believe our
proposal would provide greater value to Santa Fe's shareholders
than Burlington Northern's proposed transaction which, by not
using a voting trust, would require Santa Fe shareholders to
bear the risk and delay associated with ICC review of their
merger."
"Instead of complaining to regulators, as Burlington
Northern has done," Davidson continued, "Union Pacific will
continue to seek to work with Santa Fe's Board, through a fair
bidding process, to reach agreement on a transaction that
maximizes value and is in the best interests of Santa Fe, Union
Pacific, our respective shareholders and the shipping public."