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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
AMENDMENT NO. 7
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,
Amendment No. 2, dated November 14, 1994, Amendment No. 3, dated
November 18, 1994, Amendment No. 4, dated November 22, 1994,
Amendment No. 5, dated November 23, 1994, and Amendment No. 6,
dated November 29, 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 1. SECURITY AND SUBJECT COMPANY.
The information set forth in Item (1)(b) of Schedule 14D-1
is hereby amended and supplemented by the following information:
According to the Company's Registration Statement on
Form 8-A, dated November 28, 1994 (the "Company 8-A"), on
November 28, 1994 the Board of Directors of the Company declared
a dividend distribution of one right (a "Right") for each
outstanding Share, payable on December 9, 1994 to stockholders of
record of the Company on that date. According to the Rights
Agreement, dated as of November 28, 1994 (the "Rights
Agreement"), between the Company and First Chicago Trust Company
of New York (the "Rights Agent"), the Rights, when exercisable,
entitle the registered holder thereof to purchase from the
Company one one-hundredth of a share of Series A Junior
Participating Preferred Stock, par value $1.00 per share (the
"Preferred Shares"), at a purchase price of $50 per one one-
hundredth of a Preferred Share (the "Purchase Price"), subject to
adjustment. The description of the Rights Agreement set forth
herein is based on information contained in the Company 8-A.
In response to the adoption of the Rights Agreement,
the Offer is hereby amended to provide that the Offer is
conditioned on the Purchaser being satisfied in its sole
discretion that either the Rights have been redeemed by the
Company or the Rights are unenforceable (the "Rights Condition").
The Purchaser anticipates that the Proposed Merger Agreement
would provide for the redemption of the Rights.
According to the Company 8-A, the Rights Agreement
provides that until the earlier to occur of (i) 10 days following
a public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired, or
obtained the right to acquire, beneficial ownership of 10% or
more of the outstanding Shares (the "Shares Acquisition Date") or
(ii) 15 business days (or such later date as may be determined by
action of the Board of Directors of the Company prior to the time
that any person becomes an Acquiring Person) following the
commencement of (or a public announcement of an intention to
make) a tender or exchange offer if, upon consummation thereof,
such person or group would be the beneficial owner of 10% or more
of such outstanding Shares (the earlier of such dates being
called the "Distribution Date"), the Rights will be evidenced by
the Share certificates and not by separate certificates. The
Rights Agreement also provides that, until the Distribution Date,
the Rights will be transferred only with the Shares. Until the
Distribution Date (or earlier redemption, expiration or
termination of the Rights), the transfer of any certificates for
Shares will also constitute the transfer of the Rights associated
with the Shares represented by such certificates. As soon as
practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be
mailed to holders of record of Shares as of the close of business
on the Distribution Date and, thereafter, such separate Right
Certificates alone will evidence the Rights. On November 29,
1994, the Company announced that its Board of Directors has
postponed the Distribution Date until December 16, 1994. If such
action had not been taken by the Company's Board of Directors,
the Offer would have resulted in a Distribution Date occurring on
December 1, 1994.
The Rights are not exercisable until the Distribution
Date and will expire at the earliest of (i) December 9, 2004 (the
"Final Expiration Date"), (ii) the redemption of the Rights by
the Company as described below, (iii) the time immediately prior
to the effectiveness of the merger of the Company with and into
Burlington Northern Inc. pursuant to the BNI/SFP Agreement, as
such may be amended from time to time, and (iv) the exchange of
all Rights for Shares as described below.
In the event that any person (other than the Company,
its affiliates or any person receiving newly-issued Shares
directly from the Company) becomes the beneficial owner of 10% or
more of the then outstanding Shares, each holder of a Right will
thereafter have the right to receive, upon exercise at the then
current exercise price of the Right, Shares (or, in certain
circumstances, cash, property or other securities of the Company)
having a value equal to two times the exercise price of the
Right. The Rights Agreement contains an exemption for any
issuance of Shares by the Company directly to any person (for
example, in a private placement or an acquisition by the Company
in which Shares are used as consideration), even if that person
would become the beneficial owner of 10% or more of the Shares,
provided that such person does not acquire any additional Shares.
In the event that, at any time following the Shares
Acquisition Date, the Company is acquired in a merger or other
business combination transaction or 50% or more of the Company's
assets or earning power are sold, proper provision will be made
so that each holder of a Right will thereafter have the right to
receive, upon exercise at the then current exercise price of the
Right, common stock of the acquiring or surviving company having
a value equal to two times the exercise price of the Right.
Notwithstanding the foregoing, following the occurrence
of any of the events set forth in the preceding two paragraphs
(the "Triggering Events"), any Rights that are, or (under certain
circumstances specified in the Rights Agreement) were,
beneficially owned by any Acquiring Persons will immediately
become null and void.
At any time after the acquisition by a person or group
of affiliated or associated persons of beneficial ownership of
10% or more of the outstanding Shares and prior to the
acquisition by such person or group of 50% or more of the
outstanding Shares, the Board of Directors of the Company may
exchange the Rights (other than Rights owned by such person or
group, which have become void), in whole or in part, at an
exchange ratio of one Share per Right (subject to adjustment).
At any time after the date of the Rights Agreement
until the time that a person becomes an Acquiring Person, the
Board of Directors of the Company may redeem the Rights in whole,
but not in part, at a price of $.01 per Right (the "Redemption
Price"), which may (at the option of the Company) be paid in
cash, Shares or other consideration deemed appropriate by the
Board of Directors of the Company. Upon the effectiveness of any
action of the Board of Directors of the Company ordering
redemption of the Rights, the Rights will terminate and the only
right of the holders of Rights will be to receive the Redemption
Price.
A copy of the Rights Agreement was filed with the
Commission as an Exhibit to the Company 8-A and should be
available for inspection, and copies may be obtained, in the same
manner as set forth in Section 7 of the Offer to Purchase.
The following provision will be applicable to the Offer
unless and until the Rights Condition is satisfied. Stockholders
will be required to tender one Right for each Share tendered in
order to effect a valid tender of such Share. If Right
Certificates have not been distributed prior to the time the
Shares are tendered pursuant to the Offer and a Distribution Date
has not occurred, a tender of Shares shall also constitute a
tender of the Rights attached to such Shares. If Right
Certificates have not been distributed prior to the time Shares
are tendered pursuant to the Offer but a Distribution Date has
occurred, a tender of Shares without Rights constitutes an
agreement by the tendering stockholder to deliver Right
Certificates representing a number of Rights equal to the number
of Shares tendered pursuant to the Offer to the Depositary within
five New York Stock Exchange, Inc. ("NYSE") trading days after
the date Right Certificates are distributed. The Purchaser
reserves the right to require that it receive such Right
Certificates prior to accepting Shares for payment. If Right
Certificates have been distributed to holders of Shares prior to
the date of tender pursuant to the Offer, Right Certificates
representing a number of Rights equal to the number of Shares
being tendered must be delivered to the Depositary in order for
such Shares to be validly tendered. Payment for Shares tendered
and purchased pursuant to the Offer will be made only after
timely receipt by the Depositary of, among other things, Right
Certificates, if such certificates have been distributed to
holders of Shares. The Purchaser will not pay any additional
consideration for the Rights tendered pursuant to the Offer.
All references herein and in the Offer to Rights shall
include all benefits which may inure to stockholders of the
Company pursuant to the Rights Agreement, and, unless the context
requires otherwise, all references to Shares shall include the
associated Rights.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH
THE SUBJECT COMPANY.
The information set forth in Item 3(b) of Schedule 14D-
1 is hereby amended and supplemented by the following
information:
On November 29, 1994, the Company issued a press
release announcing that it had postponed from December 2, 1994 to
December 16, 1994 the Special Meeting of Stockholders of the
Company to vote upon the BNI/SFP Agreement. The Company also
announced that it would meet with Parent in an effort to clarify
and improve Parent's proposal to acquire the Company. Parent has
been contacted by the Company concerning the commencement of
discussions regarding a possible acquisition by Parent of the
Company.
On December 2, 1994, Parent issued a press release, a
copy of which is attached hereto as Exhibit (a)(19) and
incorporated herein by reference, relating to an amendment to the
offer in response to the Company's adoption of a shareholder
rights plan.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(19) Text of Press Release issued by Union Pacific
Corporation on December 2, 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: December 2, 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: December 2, 1994
UP ACQUISITION CORPORATION
By: /s/ Gary M. Stuart
__________________________
Title: Vice President and
Treasurer
EXHIBIT INDEX
Exhibit No. Description
(a)(19) Text of Press Release issued by Union Pacific
Corporation on December 2, 1994.
Exhibit (a)(19)
(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
FOR IMMEDIATE RELEASE
BETHLEHEM, PENNSYLVANIA, December 2, 1994, -- Union
Pacific Corporation (NYSE: UNP) said today that in
response to the recent adoption of a shareholder rights
plan by Santa Fe Pacific Corporation (NYSE: SFX) the
Corporation has amended its offer to purchase 115,903,127
shares of Santa Fe Common Stock at $17.50 per share,
adding a condition relating to the rights plan. This
condition would require Union Pacific to be satisfied in
its sole discretion that the Rights issued pursuant to
the Rights Agreement have been redeemed by Santa Fe or
that such Rights are unenforceable. Union Pacific also
stated it expected that any merger agreement that it and
Santa Fe might enter into would provide for redemption of
the Rights. The Company announced that it had been
contacted by Santa Fe concerning the commencement of
discussions regarding a possible acquisition of Santa Fe.
Exhibit (a)(19)