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)
...................Registration Statement
on Form S-4
(3) Filing Party: ...................Burlington Northern
Inc./Santa Fe
Pacific Corporation
...................Burlington Northern
Inc./Santa Fe
Pacific Corporation
...................Burlington Northern
Inc./Santa Fe
...................Burlington Northern
Inc./Santa Fe
Pacific Corporation
(4) Date filed: ...................August 8, 1994
...................October 12, 1994
...................October 27,1994
...................November 2, 1994
...................November 2, 1994
[PRESS RELEASE]
[BURLINGTON NORTHERN INC. LOGO] NEWS
Contact: Richard A. Russack For Immediate Release
(817) 333-6116
Burlington Northern Reaffirms Benefits, Approvability
of Santa Fe Merger in Letter to Shareholders
FORT WORTH, Texas, November 2, 1994 -- Burlington Northern Inc. (BN)
Chairman and CEO Gerald Grinstein today, in a letter mailed to the company's
shareholders, reaffirmed the benefits of a BN-Santa Fe Pacific Corporation
(Santa Fe) merger for shippers, employees, shareholders and the public.
"The Burlington Northern/Santa Fe rail merger continues to be the
right rail merger at the right time for the stockholders, employees and
customers of both companies," Grinstein said. "(It) is expected to generate
increased earnings per share for the stockholders of both companies beginning
with the first year after closing and growing substantially in subsequent
years."
The letter follows full-page advertisements in The Wall Street
Journal, The New York Times, The Washington Post, The Dallas Morning news, Los
Angeles Times, Fort Worth Star-Telegram and Chicago Tribune today, in which a
number of analysts, shippers and former Interstate Commerce Commission (ICC)
officials praise a BN-Santa Fe combination and challenge the regulatory
"approvability" of Union Pacific's hostile merger proposal.
"The Burlington Northern/Santa Fe merger is the only serious deal on
the table," said Grinstein in the letter. "The UP bid is recognized by
analysts and transportation experts alike as lacking credibility. Most
predict that ICC approval of any UP transaction is highly dubious and, in any
case, would require very substantial and extremely costly concessions to other
railroads, undermining any potential value for UP and Santa Fe stockholders."
Grinstein went on to say that BN and Santa Fe have signed "a
definitive merger agreement which we believe should be supported by Santa Fe
stockholders" and that BN's proposal is "a responsible and realistic proposal
which represents Burlington Northern's best and final bid." Santa Fe
stockholders now must choose between BN's real and fair offer, approvable by
the ICC, and UP's bid that is not legally binding and fraught with regulatory
issues.
Grinstein added: "The BN-Santa Fe merger is an end-to-end merger with
virtually no route overlap which will increase competition, increase access to
markets...and provides a new Western region alternative to Union Pacific's
long-time dominance of routes from the Midwest to the Southwest and on to
California."
The proposed new railroad, The Burlington Northern and Santa Fe
Railway Company, is expected to generate more than $300 million in new annual
revenue by the end of the third year following approval by the ICC, which is
projected for April 1996. This additional revenue, combined with anticipated
savings from operation and administrative efficiencies, is expected to add a
total of $560 million per year in annual operating income by the third year
after the merger and to produce an operating ratio below 80 percent.
The BN-Santa Fe merger agreement, approved by the Boards of Directors
of both companies, provides an exchange ratio of 0.34 shares of BN stock for
each Santa Fe share. Shareholders of both companies will meet separately on
November 18 to vote on the merger proposal.
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