ITEM 3. LEGAL PROCEEDINGS
Set forth below is a description of certain legal proceedings involving SFP and its subsidiaries.
SETTLEMENT OF DERIVATIVE STOCKHOLDER ACTION
On December 17, 1992, an amended complaint was filed in an action entitled David Rodriguez, derivatively on behalf of Santa Fe Pacific Corporation v. John S. Reed, Robert D. Krebs, W. John Swartz, John J. Schmidt, Joseph F. Alibrandi, Richard J. Flamson III, George B. Munroe, Jack S.
Parker, Jean Head Sisco, Arthur W. Woelfle, Robert E. Gilmore, Michael A. Morphy, Edward F. Swift, Kathryn D. Wriston, John S. Runnells, II, Robert H. West, Alan C. Furth, Ariay Miller, and Benjamin F. Biaggini, Defendants, and Santa Fe Pacific Corporation, a Delaware corporation, Nominal Defendant, in the Circuit Court of Cook County, Illinois, County Department, Chancery Division, No. 92 CH 06618. The amended complaint asserted purported derivative claims on behalf of SFP against present and former directors of SFP and alleged that the defendant directors caused SFP to incur liability in connection with the action brought against SFP in 1985 by Energy Transportation Systems, Inc. and ETSI Pipeline Project (the "ETSI Litigation"). The four counts of the amended complaint alleged breach of fiduciary duty and waste of corporate assets for intentional antitrust violations, negligent failure to stop antitrust violations, failure to timely settle the ETSI Litigation, and failure to take appropriate action against persons who committed antitrust violations. The amended complaint sought damages from the individual defendants in an amount "not less than $342 million." On December 7, 1993, the Board appointed a Litigation Committee consisting of Directors Lindig and Roberts to consider and determine whether or not prosecution of such claims and action was in the best interest of SFP and its stockholders. The Litigation Committee retained counsel and started an investigation.
The parties entered a stipulation of settlement which was approved by the court on December 14, 1994, and the time for appealing the court's order expired without an appeal having been filed. The settlement is therefore effective and this matter is now terminated. The settlement resulted in the payment to SFP of approximately $8,000,000, provided by certain D&O insurance carriers, which is net of an award of fees and expenses to plaintiff's attorney of $2,710,000 and an incentive award to plaintiff of $40,000.
MERGER-RELATED LITIGATION
Numerous complaints were filed arising out of SFP's and BNI's proposed participation in the Merger Agreement. On June 30, 1994, shortly after announcement of the proposed BNI-SFP Merger, two purported stockholder class action suits were filed in the Court of Chancery of the State of Delaware (Miller v. Santa Fe Pacific Corporation, C.A. No. 13587; Cosentino v. Santa Fe Pacific Corporation, C.A. No. 13588). On July 1, 1994, two additional purported stockholder class action suits were filed in the Court of Chancery of the State of Delaware (Fielding v. Santa Fe Pacific Corporation, C.A. No. 13591; Wadsworth v. Santa Fe Pacific Corporation, C.A. No. 13597).
The actions name as defendants SFP, the individual members of the SFP Board of Directors, and BNI. In general, the actions variously allege that SFP's directors breached their fiduciary duties to the stockholders by agreeing to the proposed merger for allegedly "grossly inadequate" consideration in light of recent operating results of SFP, recent trading prices of SFP's common stock and other alleged factors, by allegedly failing to take all necessary steps to ensure that stockholders will receive the maximum value realizable for their shares (including allegedly failing to actively pursue the acquisition of SFP by other companies or conducting an adequate "market check"), and by allegedly failing to disclose to stockholders the full extent of the future earnings potential of SFP, as well as the current value of its assets. The Miller and Fielding cases further allege that the proposed BNI-SFP merger is unfairly timed and structured and, if consummated, would allegedly unfairly deprive the stockholders of standing to pursue certain pending stockholder derivative litigation. Plaintiffs also allege that BNI is responsible for aiding and abetting the alleged breach of fiduciary duty committed by the SFP Board. The actions seek certification of a class action on behalf of SFP's stockholders. In addition, the actions seek injunctive relief against consummation of the Merger and, in the event that the Merger is consummated, the rescission of the Merger, an award of compensatory or rescissory damages and other damages, including court costs and attorneys' fees, an accounting by defendants of all profits realized by them as a result of the Merger, and various other forms of relief.
On October 6, 1994, shortly after Union Pacific Corporation ("UPC") issued a press release in which it announced a proposal for UPC to acquire SFP (the "UPC Proposal"), plaintiffs in the four lawsuits described above filed in the Court of Chancery of the State of Delaware a Consolidated Amended Complaint (Miller v. Santa Fe Pacific Corporation, C.A. No. 13587). In their Consolidated Amended Complaint, plaintiffs repeat the allegations contained in their earlier lawsuits and further allege that, in light of the UPC Proposal, SFP's directors have breached their fiduciary duties by failing to fully inform themselves about and to adequately explore available alternatives to the merger with BNI, including the alternative of a merger transaction with UPC, and by failing to fully inform themselves about the value of SFP. The Consolidated Amended Complaint seeks the same relief sought in plaintiffs' earlier lawsuits and, in addition, requests that SFP's directors be ordered to explore alternative transactions and to negotiate in good faith with all interested persons, including UPC.
Also on October 6, 1994, UPC filed in the Court of Chancery of the State of Delaware a lawsuit against SFP, SFP's directors and BNI (Union Pacific Corporation v. Santa Fe Pacific Corporation, C.A. No. 13778). In its Complaint, UPC alleged that SFP's management purportedly rejected the UPC Proposal "out- of-hand" without regard to the facts of the UPC Proposal, and that SFP's directors breached their fiduciary duties by purportedly refusing to negotiate with UPC regarding the UPC Proposal, by refusing to terminate the original merger agreement between BNI and SFP (the "Original Merger Agreement"), and by failing to include in the Original Merger Agreement a provision allowing SFP to terminate the Original Merger Agreement in order to enter an agreement with UPC. UPC sought injunctive relief mandating SFP to negotiate with UPC regarding the UPC Proposal, a declaration that UPC did not tortiously interfere with defendants' contractual or other legal rights, an injunction against defendants from bringing or maintaining any action against UPC alleging that UPC tortiously interfered with defendants' contractual or other legal rights, a declaration that the Original Merger Agreement with BNI permitted SFP to terminate the Original Merger Agreement in order to accept the UPC Proposal or, in the alternative, that the Original Merger Agreement with BNI was invalid and unenforceable for failing to include such a provision, and an award of UPC's costs in bringing its lawsuit, including reasonable attorneys' fees.
Also, on October 6, 1994, five additional purported stockholder class action suits relating to SFP's proposed participation in the Merger with BNI were filed in the Court of Chancery of the State of Delaware (Weiss v. Santa Fe Pacific Corporation, C.A. No. 13779; Lifshitz v. Krebs, C.A. No. 13780; Stein v. Santa Fe Pacific Corporation, C.A. No. 13782; Lewis v. Santa Fe Pacific Corporation, C.A. No. 13783; Abramson v. Lindig, C.A. No. 13784). On October 7, 1994, three more purported stockholder class action suits relating to SFP's proposed participation in the Merger with BNI were filed in the Court of Chancery of the State of Delaware (Graulich v. Santa Fe Pacific Corporation, C.A. No. 13786; Anderson v. Santa Fe Pacific Corporation, C.A. No. 13787; Green v. Santa Fe Pacific Corporation, C.A. No. 13788). All of these lawsuits name as defendants SFP and the individual members of the SFP Board of Directors; the Lifshitz case further names BNI as a defendant. In general, these actions variously allege that, in light of SFP's recent operating results and the UPC merger proposal, SFP's directors have breached their fiduciary duties to stockholders by purportedly not taking the necessary steps to ensure that SFP's stockholders will receive "maximum value" for their shares of SFP stock, including purportedly refusing to negotiate with UPC or to "seriously consider" the UPC Proposal and failing to announce any active auction or open bidding procedures. The actions generally seek relief that is materially identical to the relief sought in the Miller case, and in addition seek entry of an order requiring SFP's directors to immediately undertake an evaluation of SFP's worth as a merger/acquisition candidate and to establish a process designed to obtain the highest possible price for SFP, including taking steps to "effectively expose" SFP to the marketplace in an effort to create an "active auction" in SFP. The Weiss case further seeks entry of an order enjoining SFP's directors from implementing any poison pill or other device designed to thwart the UPC Proposal or any other person's proposal to acquire SFP.
The Anderson lawsuit was subsequently withdrawn. On October 14, 1994, the Chancery Court entered an order consolidating the remaining 11 purported stockholder class action suits under the heading In Re Santa Fe Pacific Corporation Shareholder Litigation, C.A. No. 13587 (the "Shareholder Litigation").
On November 4, 1994, a purported stockholder class action suit relating to the proposed Merger was filed in the Chancery Division of the Circuit Court of Cook County of the State of Illinois (Rubin v. Santa Fe Pacific Corporation, No. 94 CH 10022). The action names as defendants SFP and the individual members of SFP's Board of Directors. The action alleged that SFP's directors breached their fiduciary duties to stockholders by rejecting UPC's October 30, 1994 revised merger proposal, which incorporated a revised proposed exchange ratio of .407 shares of UPC common stock for each share of SFP common stock, and that, as a result, SFP's stockholders were deprived of the increase in the market value of their SFP common stock that allegedly would have occurred if SFP's directors had accepted UPC's October 30, 1994 proposal. The action sought certification of a class action on behalf of SFP's stockholders, an injunction preventing SFP and the SFP directors from taking any further action towards accepting the Merger, an award of unspecified general and special damages, appointment of a trustee to supervise the requested relief, establishment of a common fund on behalf of the class and an award of court costs, reasonable attorneys' fees, and any other relief deemed appropriate by the Court. On December 12, 1994, SFP and its directors filed a motion to dismiss the Rubin case on the ground that the consolidated shareholder action previously filed in the Delaware court is a prior pending action between the same parties for the same cause.
On February 15, 1995, on motion by plaintiff, the court entered an order dismissing the Rubin case.
On February 24, 1995, subsequent to UPC's announcement of its intention to withdraw its tender offer for SFP common stock, a stipulation was entered by and among the parties to dismiss the UPC lawsuit.
On March 6, 1995, plaintiffs in the Shareholder Litigation filed a Revised Second Consolidated and Amended Complaint, which supersedes their previously filed complaints. The Revised Second Consolidated and Amended Complaint generally repeats many of the same allegations, and requests relief similar to that requested in plaintiffs' earlier complaints. In addition, the Revised Second Consolidated and Amended Complaint alleges that SFP's directors have breached their fiduciary duties: by proceeding with and completing the joint SFP-BNI Tender Offer; by approving and implementing the Shareholder Rights Plan, which purportedly resulted in a "premature ending" of the "bidding process" by allegedly deterring and defeating UPC's acquisition overtures, exempting BNI from its provisions, and "coercing" SFP stockholders to vote in favor of the SFP-BNI Merger; by approving the termination fee and expense reimbursement provisions of the SFP-BNI Merger Agreement, as amended; by authorizing the stock repurchase provisions of the SFP-BNI Merger Agreement, which allegedly were designed to "lock-up" the SFP-BNI Merger by providing shareholders with an "illusory promise" that the Merger Agreement exchange ratio would increase, while reserving SFP's right not to repurchase such stock; and by purportedly failing to disclose all material facts necessary for SFP's stockholders to evaluate in an informed manner and vote on the SFP-BNI Merger, including purportedly failing to fully disclose the risks that the ICC will not approve the SFP-BNI Merger and purportedly failing to fully disclose SFP's intentions with respect to the repurchase of SFP stock, as permitted by the SFP-BNI Merger Agreement, as well as whether there will be a fair opportunity for all SFP stockholders to "participate" in any SFP stock repurchases, and on what basis. As additional relief to that requested in the earlier complaints, plaintiffs request injunctive and other relief: enjoining consummation of the SFP-BNI Merger; ordering SFP, SFP's directors, and BNI to make unspecified supplemental disclosures to stockholders; requiring SFP to conduct a new vote on the SFP-BNI Merger subsequent to such
disclosures; enjoining SFP from improperly or discriminatorily implementing the Shareholder Rights Plan or any other "defensive" tactic; ordering SFP's directors to take all appropriate steps to enhance SFP's value and attractiveness as a merger or acquisition candidate, including "effectively exposing" SFP to the marketplace by means of an active auction on a "level playing field"; and declaring the termination fee and expense reimbursement provisions of the SFP-BNI Merger Agreement invalid and unenforceable. The Shareholder Litigation has been set for trial beginning June 12, 1995.
On March 13, 1995, SFP and SFP's directors filed a motion to dismiss the Shareholder Litigation on the grounds that the Plaintiffs have failed to state a cause of action upon which relief may be granted. The motion is currently pending in the Delaware court.
SFP believes that all of these lawsuits are meritless and is opposing them vigorously.
ICC MERGER CASE
On October 13, 1994, BNI, Burlington Northern Railroad Company ("BN"), SFP, and Santa Fe Railway ("Applicants") filed a railroad merger and control application with the ICC, Finance Docket No. 32549, Burlington Northern Inc. and Burlington Northern Railroad Company--Control and Merger--Santa Fe Pacific Corporation and The Atchison, Topeka and Santa Fe Railway Company. Applicants seek an order, pursuant to 49 U.S.C. (S)(S) 11343-11347 (1988), approving and authorizing BNI's acquisition of control of and merger with SFP, the resulting common control of BN and Santa Fe Railway by the merged company, the consolidation of BN and Santa Fe Railway by the merged company, the consolidation of BN and Santa Fe Railway operations, and the merger of BN and Santa Fe Railway. The ICC is required to enter a final order with respect to the Merger within 31 months after the filing of the application. In response to Applicants' request for the ICC to decide the case on an expedited basis, the ICC served an order effective as of March 9, 1995 adopting a revised procedural schedule which provides for a final decision by August 23, 1995. Interested parties, including other railroads, shippers, and state and federal agencies, and BNI and SFP stockholders may seek to participate in the ICC proceeding on the Merger, consistent with applicable ICC rules, regulations, decisions, and orders, and may participate to support, oppose, or seek to have conditions imposed on the transaction, or, in the case of other railroads, to be included in the Merger.
OTHER CLAIMS
SFP and its subsidiaries and affiliates also are parties to a number of other legal actions arising in the ordinary course of business, including various governmental proceedings and private civil suits concerning environmental matters. While the final outcome of these and other legal actions cannot be predicted with certainty, considering among other things, the meritorious legal defenses available, it is the opinion of SFP management that none of these claims, when finally resolved, will have a material adverse effect on the annual results of operations, financial position or liquidity of SFP, although an adverse resolution of a number of these items in a single year could have a material adverse effect on the results of operations for that year.
For a description of certain claims against SFP Pipelines and the Partnership, see the sections entitled "East Line Litigation and FERC Proceeding," "East Line Civil Litigation" and "Environmental Matters" under Item 3, Legal Proceedings, of the Partnership's Annual Report on Form 10-K for the year ended December 31, 1994, which sections are hereby incorporated by reference. Reference is made to Note 8 to the consolidated financial statements on page 26 of SFP's 1994 Annual Report to Shareholders for information concerning certain pending administrative appeals between SFP and the Internal Revenue Service, which information is hereby incorporated by reference.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted by SFP to a vote of its securities holders during the fourth quarter of 1994.
EXECUTIVE OFFICERS OF THE REGISTRANT
Listed below are the names, ages, and positions of all executive officers of SFP (excluding one executive officer who is also a director of SFP) and their business experience during the past five years. Unless otherwise indicated, each executive officer listed below has served in his or her present occupation for at least five years. Executive officers hold office until their successors are elected or appointed, or until their earlier death, resignation, or removal.
RUSSELL E. HAGBERG, 44
Senior Vice President and Chief of Staff of Santa Fe Railway since January 1994. Prior to that, Vice President--Transportation of Santa Fe Railway from June 1991, Vice President--Human Resources of SFP from June 1990, and Vice President--Human Resources and Administration of Santa Fe Railway from March 1989.
THOMAS N. HUND, 41
Vice President and Controller since July 1990. Formerly, Assistant Vice President and Controller, Santa Fe Railway from August 1989.
STEVEN F. MARLIER, 49
Senior Vice President and Chief Marketing Officer of Santa Fe Railway since January 1994. Prior to that, Senior Vice President--Carload Business Unit of Santa Fe Railway since January 1992. Formerly, Regional Manager/General Manager, IBM Corporation (computers and data processing).
DONALD G. MCINNES, 54
Senior Vice President and Chief Operating Officer of Santa Fe Railway since January 1994. Prior to that, Senior Vice President--Intermodal Business Unit of Santa Fe Railway since January 1992, Vice President--Intermodal of Santa Fe Railway from July 1989, and Vice President--Administration of Santa Fe Railway from January 1989.
JEFFREY R. MORELAND, 50
Vice President--Law and General Counsel of SFP since October 1, 1994 and Vice President--Law and General Counsel of Santa Fe Railway since June 1989.
MARSHA K. MORGAN, 47
Corporate Secretary since December 1990. Prior to that, Treasurer from March 1988.
PATRICK J. OTTENSMEYER, 38
Vice President--Finance of SFP since September 1993. Previously, held a senior credit position with First Empire State Corporation (banking) from September 1992, and was Senior Vice President of Security Pacific National Bank (banking) from October 1989 (which merged with Bank of America National Trust and Savings Association (banking) in April 1992).
DENIS E. SPRINGER, 49
Senior Vice President and Chief Financial Officer since October 1993. Prior to that, Senior Vice President, Treasurer and Chief Financial Officer from January 1992; Vice President, Treasurer and Chief Financial Officer from January 1991, and Vice President--Finance from April 1988.
IRVIN TOOLE, JR., 53
Chairman, President and Chief Executive Officer, SFP Pipelines and SFP Pipeline Holdings, Inc. since September 1991. Formerly, Senior Vice President, Treasurer and Chief Financial Officer, SFP Pipelines from December 1988.
DANIEL J. WESTERBECK, 51
Vice President and Tax Counsel since April 1988.
CATHERINE A. WESTPHAL, 46
Vice President--Corporate Communications since January 1994. Prior to that, Assistant Vice President--Public Relations from January 1992, Director--Public Relations from January 1991, and Manager--Public Affairs at Santa Fe Railway from January 1990.
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Information as to the principal markets on which the common stock of SFP is traded, the high and low sales prices of such stock for the two years ending December 31, 1994, and the frequency and amount of dividends declared on such stock during such period is set forth below the heading "Common Stock Market Prices and Dividends" on page 18 of SFP's 1994 Annual Report to Shareholders and is hereby incorporated by reference. As of February 28, 1995, there were approximately 68,500 holders of SFP common stock. Statements regarding a limitation of dividends on SFP common stock and SFP's expectation regarding the payment of cash dividends in the foreseeable future are set forth in Notes 2 and 12 to the consolidated financial statements on pages 24 and 28, respectively, of SFP's 1994 Annual Report to Shareholders, and in Management's Discussion and Analysis of Results of Operations and Financial Condition on page 12 of SFP's 1994 Annual Report to Shareholders, which information is hereby incorporated by reference.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
There is disclosed on page 1 of SFP's 1994 Annual Report to Shareholders selected financial data of SFP for each of the last five fiscal years. Such data with respect to the following topics are incorporated by reference: Operating Revenues; Income (Loss) from Continuing Operations; Income (Loss) from Continuing Operations Per Common Share; Income from Discontinued Operations; Income from Discontinued Operations Per Common Share; Total Assets; Total Debt; and Cash Dividends Per Common Share.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Management's Discussion and Analysis of Results of Operations and Financial Condition appearing on pages 12 through 18 of SFP's 1994 Annual Report to Shareholders is hereby incorporated by reference.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements of SFP and subsidiary companies, together with the report thereon of Price Waterhouse LLP dated February 21, 1995, appearing on pages 19 through 32 of SFP's 1994 Annual Report to Shareholders, are hereby incorporated by reference.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information concerning the directors of SFP is provided on pages 2 through 4, and information concerning "Compliance with Section 16(a) of the Securities Exchange Act of 1934" is provided under that heading on page 5, of SFP's proxy statement dated March 8, 1995, and is hereby incorporated by reference.
Information concerning the executive officers of SFP (excluding one executive officer who is also a director of SFP) is included in Part I of this Report.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
Information concerning the compensation of directors and executive officers of SFP is provided on page 5 (under the heading "Directors' Compensation") and pages 9 through 14 (excluding the portion of page 14 containing the "Compensation and Benefits Committee Report on Executive Compensation") of SFP's proxy statement dated March 8, 1995, and is hereby incorporated by reference.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information concerning the ownership of SFP equity securities by certain beneficial owners and management is provided on pages 2 through 4, and 6 through 7, and information concerning the proposed Merger with BNI is provided on page 8, of SFP's proxy statement dated March 8, 1995, and is hereby incorporated by reference.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information concerning certain relationships and related transactions is provided on page 5 (under the heading "Certain Relationships and Related Transactions") of SFP's proxy statement dated March 8, 1995, and is hereby incorporated by reference.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following documents are filed as a part of this report:
-------- (* Incorporated by reference from the indicated pages of SFP's Annual Report to Shareholders for the fiscal year ended December 31, 1994.)
2. Consolidated Financial Statement Schedules:
Consolidated financial statement schedules have been omitted because they are not applicable or the required information is presented in the financial statements or the notes to the consolidated financial statements.
3. Exhibits:
See Index to Exhibits on pages E-1-E-4 for a description of the exhibits filed as a part of this Report.
(b) Reports on Form 8-K
SFP filed the following Reports on Form 8-K during the quarter ended December 31, 1994:
Registrant filed Amendment No. 1 on Form 8-K/A dated October 5, 1994 to Current Report on Form 8-K (Date of earliest event reported: August 3, 1994) which included under Item 7, Financial Statements and Exhibits, financial information of SFP amended and restated to reflect SFP's gold operations as discontinued operations. The Financial information included Management's Discussion and Analysis of Results of Operations and Financial Condition, Consolidated Financial Statements, and Notes to Consolidated Financial Statements.
Registrant filed a Current Report on Form 8-K (Date of earliest event reported: October 5, 1994) which referenced under Item 5, Other Events, and incorporated by reference under Item 7, Financial Statements and Exhibits: (a) an October 5, 1994 Union Pacific Corporation ("UPC") press release concerning UPC's proposal of a merger of UPC and SFP; (b) SFP's October 6, 1994 press release announcing the decision of its board of directors to reject UPC's proposal; and (c) a Burlington Northern Inc. ("BNI") press release concerning the reaffirmation of the commitment by the board of directors of BNI to consummate the merger of BNI and SFP as announced on June 30, 1994.
Registrant filed a Current Report on Form 8-K (Date of earliest event reported: October 19, 1994) which referenced under Item 5, Other Events, and incorporated by reference its October 19, 1994 press release announcing SFP's 1994 third quarter earnings, which press release included a Consolidated Statement of Operations, Condensed Balance Sheet, Condensed Statement of Cash Flows, and other information.
Registrant filed a Current Report on Form 8-K (Date of earliest event reported: October 28, 1994) which included under Item 5, Other Events, information concerning SFP's
distribution to its stockholders of its interests in SFP Gold on September 30, 1994; the proposed merger ("Merger") between SFP and BNI pursuant to the Agreement and Plan of Merger dated June 29, 1994, as amended on October 26, 1994; UPC's October 5, 1994 unsolicited non-binding written proposal to acquire SFP; and certain information included in SFP's Supplemental Joint Proxy Statement/Prospectus dated October 27, 1994 sent to stockholders of record as of October 19, 1994 in connection with a Special Meeting of Stockholders then scheduled for November 18, 1994 to consider the Merger, including Unaudited Pro Forma Combined Financial Statements giving effect to an exchange of 0.34 shares of BNI common stock for each share of SFP common stock pursuant to the Agreement and Plan of Merger, as amended, and other matters under the headings of ICC Approval, Other Regulatory Approvals, Additional Financial Considerations, Prepayment Offer for Certain Debt Obligations of SFP, and Certain Pending Litigation. SFP also incorporated by reference under Item 7, Financial Statements and Exhibits, certain reports by BNI filed pursuant to the Securities Exchange Act of 1934 on Forms 10-K, 10-Q, and 8-K.
Registrant filed a Current Report on Form 8-K (Date of earliest event reported: November 2, 1994) which reported under Item 5, Other Events, SFP's November 2, 1994 announcement that its board of directors voted to reject UPC's revised, non-binding proposal to acquire SFP made on October 30, 1994.
Registrant filed a Current Report on Form 8-K (Date of earliest event reported: November 28, 1994) which included under Item 5, Other Events, the November 28, 1994 action by the SFP board of directors to declare a dividend distribution of one right for each outstanding share of SFP common stock of record on December 9, 1994, pursuant to the Rights Agreement dated as of November 28, 1994, between SFP and First Chicago Trust Corporation of New York, as Rights Agent, which agreement was incorporated by reference under Item 7, Financial Statements and Exhibits.
SIGNATURES
SANTA FE PACIFIC CORPORATION, PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934, HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
SANTA FE PACIFIC CORPORATION
/s/ Denis E. Springer By: _________________________________ Denis E. Springer Senior Vice President and Chief Financial Officer
Dated: March 29, 1995
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF SANTA FE PACIFIC CORPORATION AND IN THE CAPACITIES AND ON THE DATE INDICATED.
S-1
/s/ Jeffrey R. Moreland *By: ________________________________ Vice President--Law andGeneral Counsel Attorney in Fact
Dated: March 29, 1995
S-2
SANTA FE PACIFIC CORPORATION
INDEX OF EXHIBITS
-------- * Management contract or compensatory plan or arrangement.
E-1
-------- * Management contract or compensatory plan or arrangement.
E-2
-------- * Management contract or compensatory plan or arrangement.
E-3
-------- * Management contract or compensatory plan or arrangement.
E-4