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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
AMENDMENT NO. 14
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
(INCLUDING THE ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS)
(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 and supplemented, with respect to the
Purchaser's offer to purchase all of the outstanding 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 or in the
Supplement referred to therein.
ITEM 10. ADDITIONAL INFORMATION.
The information set forth in Item 10 of Schedule 14D-1 is
hereby amended and supplemented by the following information:
(e) On January 18, 1995, Parent issued a press release
announcing that it is amending its litigation against BNI and the
Company's Board of Directors in the Delaware Chancery Court in
connection with the amendment to the Offer. A copy of the press
release is attached hereto as Exhibit (g)(13) and incorporated
herein by reference.
(f) On January 18, 1995, Parent issued a press release
announcing that it has extended the Expiration Date of the Offer
to 12:00 midnight, New York City time, on Tuesday, February 7,
1995. Parent announced that as of 12:00 midnight, New York City
time, on Tuesday, January 17, 1995, approximately 20.5 million
Shares had been tendered in the Offer. A copy of the press
release is attached hereto as Exhibit (a)(34) and incorporated
herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(34) Text of Press Release issued by Union Pacific
Corporation on January 18, 1995.
(g)(13) Text of Press Release issued by Union Pacific
Corporation on January 18, 1995.
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: January 19, 1995
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: January 19, 1995
UP ACQUISITION CORPORATION
By: /s/ Gary M. Stuart
____________________________________
Title: Vice President and Treasurer
EXHIBIT INDEX
Exhibit No. Description
(a)(34) Text of Press Release issued by Union Pacific
Corporation on January 18, 1995.
(g)(13) Text of Press Release issued by Union Pacific
Corporation on January 18, 1995.
Exhibit (a)(34)
(UNION PACIFIC NEWS RELEASE
CORPORATION - LOGO)
Contact: 610-861-3388
Harvey S. Turner
Director - Public Relations
Martin Tower
Eighth and Eaton Avenues
Bethlehem, PA 18018
FOR IMMEDIATE RELEASE
UNION PACIFIC EXTENDS SANTA FE PACIFIC OFFER
BETHLEHEM, PA, JANUARY 18, 1995 -- Union Pacific
Corporation (NYSE: UNP) said today that it has extended
the expiration date of its tender offer for all of the
outstanding shares of the Common Stock of Santa Fe
Pacific Corporation (NYSE: SFX) to 12:00 midnight, New
York City time, on Tuesday, February 7, 1995. As of
12:00 midnight, New York City time, on Tuesday, January 17,
1995, approximately 20.5 million shares of Santa Fe Common
Stock had been tendered in the offer.
As previously announced, Union Pacific revised its
tender offer to seek to purchase all Santa Fe shares at
$18.50 per share in cash.
Exhibit (g)(13)
(UNION PACIFIC NEWS RELEASE
CORPORATION - LOGO)
Contact: 610-861-3388
Harvey S. Turner
Director - Public Relations
Martin Tower
Eighth and Eaton Avenues
Bethlehem, PA 18018
FOR IMMEDIATE RELEASE
UNION PACIFIC BRINGS LITIGATION TO
INVALIDATE SANTA FE POISON PILL
- - - - - - - - - - - - - - - - - - -
SEEKS TO COMPEL SALE OF SANTA FE
- - - - - - - - - - - - - - - - - - -
BETHLEHEM, PA, JANUARY 18, 1995 -- Union Pacific
Corporation (NYSE: UNP) announced today that it is
amending its litigation against Santa Fe Pacific
Corporation (NYSE: SFX), Burlington Northern Inc. (NYSE:
BNI) and Santa Fe's Board of Directors in the Delaware
Chancery Court in connection with its previously
announced all-cash tender offer for Santa Fe shares.
The litigation seeks, among other things, to
invalidate the Santa Fe "poison pill" rights plan, compel
Santa Fe to adopt a fair and equal process for
considering competing Union Pacific and Burlington
Northern bids, and invalidate the $60 million "lock up"
termination fee and expense reimbursement provisions
granted by Santa Fe to Burlington Northern.
Union Pacific's amended complaint asserts, among
other things, that Santa Fe and its Board of Directors
have breached their fiduciary duties by entering into a
merger agreement with Burlington Northern in violation of
their obligation to seek the best proposal for Santa Fe
shareholders, by failing to consider competing proposals
on a fair and equal basis, by adopting a discriminatory
"poison pill" rights plan and granting "lock up" payments
to Burlington Northern.