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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
(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
UNION PACIFIC TERMINATES PROPOSAL TO ACQUIRE SANTA FE
BETHLEHEM, PA, JANUARY 31, 1995 -- Union Pacific Corporation
(NYSE: UNP) announced today that it is terminating its
tender offer and solicitation of proxies relating to its
proposal to acquire Santa Fe Pacific Corporation (NYSE:
SFX).
In letters to both Robert D. Krebs, Chairman and
Chief Executive Officer of Santa Fe, and Gerald Grinstein,
Chairman and Chief Executive Officer of Burlington Northern
Inc. (NYSE: BNI), Drew Lewis, Union Pacific's Chairman and
Chief Executive Officer, said, "Although a transaction at
our current price would benefit Union Pacific shareholders,
for us to overpay to acquire Santa Fe would not. Our first
priority is and will continue to be to serve the best
interests of Union Pacific shareholders. Accordingly, I
congratulate both you and your respective Boards of
Directors on your transaction."
Union Pacific also is requesting that Santa Fe
shareholders no longer use Union Pacific's gold proxy card
to vote on the Santa Fe/Burlington Northern merger, but,
instead, cast their votes on proxy cards furnished by Santa
Fe. All proxy cards received by Union Pacific prior to the
shareholders' meeting will be delivered to Santa Fe so that
shares represented by such proxies can be voted.
[Union Pacific Corporation Letterhead]
January 31, 1995
Mr. Gerald Grinstein
Chairman and CEO
Burlington Northern Inc.
3800 Continental Plaza
Fort Worth, TX 76102-5384
Dear Jerry:
I am writing to advise you that we are
terminating our offer to acquire Santa Fe.
Our current $18.50 cash offer for all Santa Fe
shares is an attractive and fully-priced proposal. It
represents a premium of almost 40% over the value of
Santa Fe's original transaction with Burlington Northern
when we first made our proposal. We continue to believe
that our offer is the superior transaction for Santa Fe
shareholders.
Yet, given Santa Fe's continued refusal to
negotiate with us and its use of the poison pill to
prevent Santa Fe shareholders from freely choosing
between the competing bids, it has become apparent that
we would need to increase our offer in order to prevail
at the Santa Fe shareholders' meeting. This, I am
unwilling to do.
Although a transaction at our current price
would benefit Union Pacific shareholders, for us to
overpay to acquire Santa Fe would not. Our first
priority is and will continue to be to serve the best
interests of Union Pacific shareholders.
Accordingly, I congratulate you and your Board
of Directors on the transaction.
Sincerely,
/s/ Drew
DL/ss
cc: Robert D. Krebs
[Union Pacific Corporation Letterhead]
January 31, 1995
Mr. Robert D. Krebs
Chairman, President and CEO
Santa Fe Pacific Corporation
1700 East Golf Road
Schaumburg, IL 60173
Dear Rob:
I am writing to advise you that we are
terminating our offer to acquire Santa Fe.
Our current $18.50 cash offer for all Santa Fe
shares is an attractive and fully-priced proposal. It
represents a premium of almost 40% over the value of your
original transaction with Burlington Northern when we
first made our proposal. We continue to believe that our
offer is the superior transaction for Santa Fe
shareholders.
Yet, given Santa Fe's continued refusal to
negotiate with us and its use of the poison pill to
prevent Santa Fe shareholders from freely choosing
between the competing bids, it has become apparent that
we would need to increase our offer in order to prevail
at the Santa Fe shareholders' meeting. This, I am
unwilling to do.
Although a transaction at our current price
would benefit Union Pacific shareholders, for us to
overpay to acquire Santa Fe would not. Our first
priority is and will continue to be to serve the best
interests of Union Pacific shareholders.
Accordingly, I congratulate you and your Board
of Directors on the transaction.
Sincerely,
/s/ Drew
DL/ss
cc: Gerald Grinstein