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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
AMENDMENT NO. 8
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, Amendment No. 6, dated
November 29, 1994, and Amendment No. 7, dated December 2, 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 10. ADDITIONAL INFORMATION.
The information set forth in Item (10)(f) of Schedule 14D-1 is
hereby amended and supplemented by the following information:
On November 28, 1994, the ICC, acting through Chairman
McDonald, denied petitions of BNI and the Kansas City Southern
Railway Company ("KCS") and a letter request of the State of
Colorado Department of Transportation, all seeking to have the
ICC formally investigate, and solicit public comment on, Parent's
proposed Voting Trust, and a petition of a number of railroad
unions (the "rail unions") seeking various declaratory orders
with regard to the Voting Trust. BNI, KCS and the rail unions
subsequently appealed this decision to the full ICC, and Parent
filed oppositions to these appeals.
On December 6, 1994, the ICC issued a decision denying a
request by BNI and others that the ICC staff's informal opinion
letter be withdrawn pending resolution of the administrative
appeals, and indicating that a decision on those appeals would be
forthcoming shortly. On December 7, 1994, BNI filed an action in
the U.S. Court of Appeals for the Third Circuit seeking review of
the December 6 decision and an injunction barring Parent from
placing the Shares in a Voting Trust until the ICC conducts a
formal investigation. Parent believes this action is without
merit.
Later on December 7, 1994, Parent issued a press release
announcing that BNI's lawsuit challenging the use of the Voting
Trust is entirely without merit. A copy of the press release is
attached hereto as Exhibit (a)(20) and incorporated herein by
reference.
On December 7, 1994, Parent issued a separate press
release announcing that it has extended the Expiration Date of
the Offer to 12:00 midnight, New York City time, on Friday,
December 23, 1994. Parent also announced that as of 12:00
midnight, New York City time, on Tuesday, December 6, 1994,
approximately 4,000,000 Shares had been tendered in the Offer. A
copy of the press release is attached hereto as Exhibit (a)(21)
and incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(20) Text of Press Release issued by Union Pacific
Corporation on December 7, 1994.
(a)(21) Text of Press Release issued by Union Pacific
Corporation on December 7, 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 8, 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 8, 1994
UP ACQUISITION CORPORATION
By: /s/ Gary M. Stuart
________________________
Title: Vice President and
Treasurer
EXHIBIT INDEX
Exhibit No. Description
(a)(20) Text of Press Release issued by Union Pacific
Corporation on December 7, 1994.
(a)(21) Text of Press Release issued by Union Pacific
Corporation on December 7, 1994.
(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 SAYS LAWSUIT IS ENTIRELY WITHOUT MERIT
BETHLEHEM, PA, DECEMBER 7, 1994 -- Union Pacific
Corporation (NYSE: UNP) said that Burlington Northern's
suit filed today challenging the use of a voting trust in
its proposed acquisition of Santa Fe Pacific Corporation
(NYSE: SFX) is entirely without merit.
Drew Lewis, Chairman and CEO of Union Pacific, said,
"The Interstate Commerce Commission staff has approved
our voting trust despite Burlington Northern's previous
unsuccessful efforts to challenge it. In fact, the full
Commission ruled that it would not withdraw the staff's
opinion as Burlington Northern had requested."
Mr. Lewis added, "It appears that Burlington
Northern is simply trying to draw attention away from the
real issue of how their proposal to acquire Santa Fe
compares with Union Pacific's proposal. In fact, Santa
Fe repeatedly requested that Union Pacific use a voting
trust to enhance its proposal for Santa Fe shareholders.
We think all parties -- and certainly Santa Fe's
shareholders -- would be better served by focusing on the
sale process."
(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, DECEMBER 7, 1994 -- Union Pacific
Corporation (NYSE: UNP) said today that it has extended
the expiration date of its tender offer for 115,903,127
shares of the Common Stock of Santa Fe Pacific
Corporation (NYSE: SFX) to 12:00 midnight, New York City
time, on Friday, December 23, 1994. As of 12:00
midnight, New York City time, on Tuesday, December 6,
1994, approximately 4,000,000 shares of Santa Fe Common
Stock had been tendered in the offer.