SCHEDULE 14A
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Filed by the Registrant [x]
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
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BURLINGTON NORTHERN INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
BURLINGTON NORTHERN INC.
(NAME OF PERSON(S) FILING PROXY STATEMENT)
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Payment of Filing Fee (Check the appropriate box): (/1/)
[ ] $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).
[x] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
Santa Fe Pacific Corporation common stock, par value $1.00 per
share.
(2) Aggregate number of securities to which transactions applies:
187,049,738 shares of Santa Fe Pacific Corporation common stock.
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: $49 1/2 (/2/)
(4) Proposed maximum aggregate value of transaction: $3,148,047,091
(/2/)
(/1/) The filing fee previously was paid with the initial filing of the
preliminary proxy materials on August 8, 1994 and with the filing
of two Registration Statements on Form S-4 on October 12, 1994
(Reg. No. 33-56007) and October 27, 1994 (Reg. No. 33-56183),
respectively.
(/2/) For purposes of calculating the filing fee only. Upon consummation
of the Merger, each outstanding share of Santa Fe Pacific
Corporation common stock, par value $1.00 per share, will be
converted into the right to receive 0.34 shares of Burlington
Northern Inc. common stock, no par value. The proposed maximum
aggregate value of the transaction described in the preliminary
proxy materials is $3,148,047,091 (calculated based on the number
of shares of Santa Fe Pacific Corporation common stock
outstanding as of October 19, 1994, the average of the high and
low reported prices of Burlington Northern Inc. common stock on
October 21, 1994 and the exchange ratio of 0.34). The filing fee
is one-fiftieth of that amount.
[x] Check box if any part 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:...................$1,145,590
(2) Form, Schedule or Registration
Statement No.:............................Preliminary Proxy
Statement
Registration Statement
on Form S-4
(Reg. No. 33-56007)
Registration Statement
on Form S-4, as amended
(Reg. No. 33-56183)
(3) Filing Party: ...................Burlington Northern
Inc./Santa Fe
Pacific Corporation
(4) Date filed: ...................August 8, 1994
...................October 12, 1994
...................October 27,1994
[PRESS RELEASE]
Burlington Northern + Santa Fe
Real Shareholder Value From
A Powerful Combination
But Don't Take Our Word For It!
Read What More Experts Are Saying...
[Graphic columns of BN/SF next to UP's Info.]
...About The BN/SF Merger:
"Personally, I still think that the best
merger is between BN and Santa Fe."
Terrance Priest
Corporate Manager of Transportation Logistics
Coors Brewing Co.
Traffic World
10/17/94
"Given such minimal difference in the
return potential, investors should be
ambivalent to the competing offers but
more anxious to pursue the BNI
transaction which has fewer regulatory
hurdles."
Thomas Galvin
Analyst
C.J. Lawrence
11/1/94
"I think that given the structure of the
transaction, the Santa Fe board is
probably best advised to stand by their
contract (with BN)."
James Cox
Professor
Duke University School of Law
Journal of Commerce
11/1/94
...About UP's Hostile Merger Bid:
"The principal harm of concern to the
ICC, and the principal potential obstacle
to approval of a Union Pacific/Santa Fe
merger, is reduction in competition."
Union Pacific Proxy Statement
10/28/94
"The idea of a larger Union Pacific scares
me. They would have a hammerlock
west of the Mississippi that could
improve their service but would hurt
competition."
Robert A. Sieffert
Manager of Transportation/Distribution
American Maize Products Co.
The New York Times
11/7/94
"Today's UP offer in 1998 is the
equivalent of the BN offer in 1996 at
today's prices. The institutions got a
large part of what they wanted. They
can quickly do the math. They still know
the ICC risk, and they're likely to not be
swayed."
Anthony Hatch
Analyst
Paine Webber, Inc.
Journal of Commerce
11/1/94
[Graphic Boxed Text]
The Burlington Northern And Santa Fe Merger Is The Right Combination At The
Right Time
The Board of Directors Recommends a vote FOR the Merger
FOR
A proposal to approve and adopt the
Agreement and Plan of merger between [X]
Burlington Northern Inc. and Santa Fe Pacific
Corporation.
The Burlington Northern and Santa Fe Railway Company:
Linking customers, products, and markets for the 21st Century...now.
[Graphic Boxed Text]
IMPORTANT NOTICE TO SHAREHOLDERS: Regardless of the number of shares you
own, it is important that they be represented at the BN shareholders'
meeting. Even if you have sold your shares since the October 19 record
date, as the holder of record you are still entitled to exercise your right
to vote. We urge you to vote FOR the BN/Santa Fe merger. Should you have
any questions or need assistance in voting your Burlington Northern proxy,
please call our proxy solicitor, Kissel-Blake, Inc. at 1-800-554-7730.
