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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
AMENDMENT NO. 12
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, Amendment No. 7, dated December 2, 1994,
Amendment No. 8, dated December 8, 1994, Amendment No. 9, dated
December 15, 1994, Amendment No. 10, dated December 16, 1994, and
Amendment No. 11, dated December 19, 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 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 December 20, 1994, Parent issued a press release
announcing that Parent was reviewing its options concerning its
proposal to acquire the Company. The press release also
announced that Drew Lewis, Chairman and Chief Executive Officer
of Parent, sent a letter, dated December 20, 1994, to the
Company. A copy of the press release and the letter are attached
hereto as Exhibit (a)(25) and incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(25) Text of Press Release issued by Union Pacific
Corporation on December 20, 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 22, 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 22, 1994
UP ACQUISITION CORPORATION
By: /s/ Gary M. Stuart
_______________________
Title: Vice President and
Treasurer
EXHIBIT INDEX
Exhibit No. Description
(a)(25) Text of Press Release issued by Union Pacific
Corporation on December 20, 1994.
EXHIBIT (A)(25)
(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 TO REVIEW OPTIONS REGARDING SANTA FE
BETHLEHEM, PA, DECEMBER 20, 1994 -- Union Pacific
Corporation (NYSE: UNP) said today that it was reviewing
its options concerning its proposal to acquire Santa Fe
Pacific Corporation (NYSE: SFX).
Drew Lewis, Chairman and CEO of Union Pacific, said
in a letter today to Robert Krebs, Chairman and CEO of
Santa Fe, "The recent actions of Santa Fe are but a
continuation of Santa Fe's ongoing efforts to pursue its
sale to Burlington Northern, and to prevent a transaction
with Union Pacific, at all costs. We object to Santa Fe's
grant of "lock-ups" to Burlington Northern to deter
competing bids, and to Santa Fe's repeated refusal to
address our objections to its flawed sales process."
Mr. Lewis added, "With regard to Santa Fe's efforts
to deter competing bids, we note with interest that a
Burlington Northern representative, who would speak only
on the condition of anonymity, was quoted today in the
press as stating: 'This is a carefully crafted plan
designed to accomplish the merger and to make it
prohibitively expensive for UP to top.'"
The text of Lewis' December 20 letter to Krebs, and
Lewis' December 18 letter sent to Krebs prior to the
revised sale agreement with Burlington Northern Inc.
(NYSE: BNI) are attached.
* * *
December 20, 1994
Mr. Robert D. Krebs
Chairman, President and CEO
Santa Fe Pacific Corporation
1700 East Golf Road
Schaumberg, IL 60173
Dear Rob:
The recent actions of Santa Fe are but a continuation
of Santa Fe's ongoing efforts to pursue its sale to
Burlington Northern, and to prevent a transaction with
Union Pacific, at all costs.
We object to Santa Fe's grant of "lock-ups" to
Burlington Northern to deter competing bids, and to Santa
Fe's repeated refusal to address our objections to its
flawed sales process.
With regard to Santa Fe's efforts to deter competing
bids, we note with interest that a Burlington Northern
representative, who would speak only on the condition of
anonymity, was quoted today in the press as stating:
"This is a carefully crafted plan designed to accomplish
the merger and to make it prohibitively expensive for UP
to top."
As we have announced, we will be reviewing our
options concerning our acquisition proposal.
Sincerely,
/s/ Drew Lewis
* * *
December 18, 1994
Mr. Robert D. Krebs
Chairman, President and CEO
Santa Fe Pacific Corporation
1700 East Golf Road
Schaumburg, IL 60173
Dear Rob:
I understand that you sent a letter to my office
Saturday.
We continue to be troubled by Santa Fe's refusal
to address in any way our concerns about your process for
considering acquisition proposals.
As we have repeatedly stated, and said to your
advisors yesterday, we want to be in a position to make an
improved proposal. We see no reason why you cannot
address our concerns, and hope you will give consideration
to the specific suggestions made by our advisors.
Sincerely,
/s/ Drew Lewis