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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
[LOGO] UNION PACIFIC CORPORATION
November 22, 1994
Dear Santa Fe Pacific Stockholder:
On November 8, Union Pacific Corporation
entirely revised its proposal to negotiate an acquisition
of Santa Fe -- a proposal that we believe is superior to
the proposed Burlington Northern merger in every way.
Despite this, Santa Fe's board of directors is still
seeking your vote to approve the Burlington Northern
merger at a Special Meeting of Stockholders now scheduled
to be held on December 2.
Your vote can protect your investment and tell
the Santa Fe board you want them to do everything
possible to maximize the value of your shares. Even if
you previously voted in favor of the merger with
Burlington Northern, it's not too late to change your
mind. All you need to do is vote AGAINST the Burlington
Northern merger on the enclosed GOLD proxy card. We urge
you to sign, date and return the GOLD proxy card today.
LET'S TAKE A LOOK AT THE REAL ISSUES
CASH: UNION PACIFIC has commenced a cash tender
offer to purchase approximately 57% of all
shares of Santa Fe common stock at $17.50
per share (with remaining 43% of Santa
Fe's shares receiving Union Pacific common
stock in a second-step merger).(1)
BURLINGTON NORTHERN is offering Santa Fe
stockholders no cash.
PREMIUM:(2) UNION PACIFIC'S proposal of cash and Union
Pacific common stock represents a premium
to the consideration offered in the
Burlington Northern merger.
BURLINGTON NORTHERN is offering Burlington
Northern common stock currently valued at
$16.24.
_____________________
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 22, 1994, the value
of the consideration in the second-step merger would
be less than the tender offer price.
2 Based on closing market prices on November 22, 1994.
TIMING: UNION PACIFIC'S cash tender offer still
could be completed before the end of next
month and the second-step merger could
take place just a few months later. The
sooner Santa Fe's board of directors
begins good faith negotiations with Union
Pacific, the sooner you could receive
payment for your Santa Fe shares.
BURLINGTON NORTHERN'S merger requires
prior approval of the Interstate Commerce
Commission, which review could take from
1-1/2 to 2-1/2 years.
DIVIDENDS:(3) UNION PACIFIC'S proposal would result in a
dividend of $.61 for each Santa Fe share
that would be acquired in the second-step
merger.
BURLINGTON NORTHERN'S merger would result
in a dividend of $.41 for each Santa Fe
share.
REDUCED
ICC RISK: UNION PACIFIC is setting up a Voting Trust
in which we would place all Santa Fe
shares acquired by Union Pacific --
whether in the cash tender offer or
second-step merger. This means that under
our proposal Santa Fe stockholders would
not bear the risk of ICC approval of a
Union Pacific/Santa Fe combination.(4)
________________________
3 Dividend amounts shown are the indicated annual
dividend rates on a per share equivalent basis.
Such rates are 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. Santa Fe stockholders would not receive
dividends with respect to shares which, pursuant to
the Union Pacific proposal, would be acquired in the
cash tender offer. 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.
4 Union Pacific has requested the Staff of the
Interstate Commerce Commission ("ICC") to provide an
informal, nonbinding 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.
BURLINGTON NORTHERN is not using a Voting
Trust, so Santa Fe stockholders bear the
entire risk of ICC approval and receive
nothing for their shares if ICC approval
is not obtained.
Santa Fe's board of directors could have
welcomed Union Pacific's revised proposal and immediately
commenced good faith negotiations in accordance with the
terms of its agreement with Burlington Northern.
Instead, here's what Santa Fe's board did:
* REFUSED TO TALK WITH US about the terms of our
merger proposal and indicated no willingness to
commence good faith negotiations.
* CONTINUED TO PUSH TOWARDS A DECEMBER 2
STOCKHOLDERS' MEETING at which they have asked
Santa Fe stockholders to approve the Burlington
Northern merger.
* STOOD SILENTLY BY while Burlington Northern,
their so-called "friendly" merger partner,
tries to INTERFERE with the creation of Union
Pacific's Voting Trust. This is the Voting
Trust that would give you the opportunity to
receive payment for your shares as soon as
possible.
YOUR VOTE IS IMPORTANT. MAKE IT COUNT!
Union Pacific's proposal and cash tender offer
are conditional on the Burlington Northern merger not
being approved by Santa Fe stockholders and on Santa Fe
and Union Pacific entering into a negotiated merger
agreement. If Santa Fe stockholders approve the
Burlington Northern merger, Union Pacific will withdraw
its proposal and terminate the cash tender offer.
We urge you to vote AGAINST the Burlington
Northern merger on the enclosed GOLD proxy card. Your
vote is important. Please sign, date and return the GOLD
proxy card today.
Thank you for your consideration and support.
Sincerely,
/s/ Dick Davidson
Dick Davidson
President, Union Pacific Corporation
Chairman and Chief Executive Officer
Union Pacific Railroad Company
FOR ASSISTANCE IN VOTING YOUR SHARES, PLEASE CONTACT THE
FIRM ASSISTING US IN THE SOLICITATION OF PROXIES: MORROW
& CO., INC., CALL TOLL FREE: 1-800-662-5200
VOTE AGAINST THE BURLINGTON NORTHERN MERGER ON THE
GOLD PROXY CARD.
SUPPLEMENTAL INFORMATION
On November 14, 1994, Santa Fe announced that it had
postponed the special meeting of stockholders which had
been called for the purpose of voting on a merger of Santa
Fe with Burlington Northern. The special meeting,
originally scheduled for November 18, 1994, is now
scheduled to be held on Friday, December 2, 1994 at the
Hyatt Regency-Woodfield, 1800 East Golf Road, Schaumburg,
Illinois, commencing at 3:00 p.m., Central time.
VOTING TRUST - RECENT DEVELOPMENTS
Pursuant to the proposal made by Union Pacific to
Santa Fe on November 8, 1994, Union Pacific would place
all shares of Santa Fe common stock acquired by Union
Pacific (whether pursuant to the first-step cash tender
offer or the second-step merger) into a voting trust (the
"Voting Trust") that would be independent of Union
Pacific. On November 10, 1994, Union Pacific and UP
Acquisition Corporation, a Utah corporation and a wholly
owned subsidiary of Union Pacific, requested the Staff of
the ICC to issue an informal, non-binding opinion that the
use of the Voting Trust is consistent with the policies of
the ICC against unauthorized acquisition of control of a
regulated carrier. On November 16, 1994, Burlington
Northern filed a petition with the ICC to institute an
investigation into the Voting Trust agreement. The Staff
of the ICC has not yet issued any opinion regarding the
use of the Voting Trust.
UNION PACIFIC'S TENDER OFFER -- SANTA FE'S RESPONSE
On November 22, 1994, Santa Fe filed with the
Securities and Exchange Commission a
Solicitation/Recommendation Statement on Schedule 14D-9,
in which Santa Fe stated its recommendation to its
stockholders with respect to Union Pacific's pending cash
tender offer for approximately 57% of Santa Fe's common
stock at $17.50 per share. In such Schedule 14D-9, Santa
Fe stated the following: "At a special meeting held on
November 21, 1994, [Santa Fe's] Board of Directors
unanimously determined to recommend that stockholders not
accept [Union Pacific's tender offer] at this time. That
recommendation is subject to change as events unfold that
will clarify whether a transaction with Union Pacific is
in the stockholders' best interest."
______________
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 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 4 appearing on the
previous page), 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.
_____________________________________________________________________
SANTA FE PACIFIC CORPORATION
SOLICITATION BY UNION PACIFIC CORPORATION
IN OPPOSITION TO THE PROPOSED
MERGER OF SANTA FE PACIFIC CORPORATION AND
BURLINGTON NORTHERN INC.
PROXY
SPECIAL MEETING OF STOCKHOLDERS OF SANTA FE PACIFIC CORPORATION
The undersigned hereby appoints DREW LEWIS and JUDY L. SWANTAK as
proxies, each with the power to appoint a substitute, and hereby authorizes
them to represent and to vote all shares of stock of Santa Fe Pacific
Corporation, a Delaware corporation ("Santa Fe"), which the undersigned is
entitled to vote at the special meeting of stockholders of Santa Fe,
scheduled to be held on December 2, 1994, called for the purpose of
considering the proposed merger of Santa Fe with and into Burlington
Northern Inc., a Delaware corporation ("BN")(such proposed merger, the
"Santa Fe/BN Merger"), or any adjournment(s), postponement(s), or
rescheduling(s) thereof. The special meeting of Santa Fe was originally to
be held on November 18, 1994 and subsequently was postponed by Santa Fe to
December 2, 1994.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED AGAINST THE
SANTA FE/BN MERGER. IF ANY OTHER MATTERS ARE PROPERLY BROUGHT BEFORE THE
SPECIAL MEETING, THIS PROXY WILL BE VOTED ON SUCH MATTERS AS UNION PACIFIC
CORPORATION, IN ITS SOLE DISCRETION, MAY DETERMINE.
(Continued and to be dated and signed on reverse side)
1. The Santa Fe/BN Merger.
Union Pacific strongly recommends a vote "AGAINST" the Santa
Fe/BN Merger.
( ) AGAINST ( ) FOR ( ) ABSTAIN
The undersigned hereby acknowledges receipt of the Union Pacific
Corporation Proxy Statement soliciting proxies in opposition to the Santa
Fe/BN Merger. The undersigned hereby revokes any proxies heretofore given
by the undersigned relating to the subject matter hereof and confirms all
that the Proxies may lawfully do by virtue hereof.
DATE: , 1994
(Signature)
(Signature if jointly held)
Title:
Please sign exactly as name appears hereon.
When signing as an attorney, executor,administrator,
trustee or guardian, please give full title as such.
PLEASE SIGN, DATE AND MAIL PROMPTLY IN THE POSTAGE-PAID ENVELOPE ENCLOSED