BURLINGTON NORTHERN INC/DE/
8-K, 1994-10-11
RAILROADS, LINE-HAUL OPERATING
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<PAGE>
 
                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


                                   FORM 8-K


                                CURRENT REPORT


    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported) October 6, 1994

                           BURLINGTON NORTHERN INC.

            (Exact name of registrant as specified in its charter)

Delaware                         1-8159                               41-1400580
- --------                         ------                               ----------

(State or other jurisdiction     (Commission                       (IRS Employer
of incorporation)                File Number)                Identification No.)


3800 Continental Plaza, 777 Main Street, Fort Worth, Texas                 76102
- --------------------------------------------------------------------------------
(Address of principal executive offices)                              (Zip Code)


Registrant's telephone number, including area code: (817)333-2000
                                                    ----------------------------

- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)


                                            Page 1 of 4  Exhibit Index on Page 3
<PAGE>
 
Item 5. Other Events

Burlington Northern Inc. issued a press release dated October 6, 1994, 
concerning the reaffirmation of the commitment by the board of directors of 
Burlington Northern Inc. to consummate the merger of Burlington Northern Inc. 
and Santa Fe Pacific Corporation as announced on June 30, 1994.

Item 7(c). Exhibits

Exhibit 99--Press Release of Burlington Northern Inc. dated October 6, 1994


                                  SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the 
registrant has duly caused this report to be signed on its behalf by the 
undersigned hereto duly authorized.

                                         BURLINGTON NORTHERN INC.

               
                                         /s/ Edmund W. Burke
                                         ----------------------------------
                                         Edmund W. Burke
                                         Executive Vice President, Law
                                         and Secretary



Date: October 7, 1994
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<TABLE> 
<CAPTION> 

                                EXHIBITS INDEX

                                                                 Sequentially
Exhibits                                                        Numbered Page
- --------                                                        -------------
<S>                                                                       <C> 
Exhibit 99  Press Release of Burlington Northern Inc. 
                   dated October 6, 1994.                                   4

</TABLE> 

<PAGE>
 
                [LOGO OF BURLINGTON NORTHERN INC. APPEARS HERE]


                                                                      EXHIBIT 99



                                                      Contact:  Dick Russack
                                                                (202) 828-3663

FOR IMMEDIATE RELEASE

                BURLINGTON NORTHERN BOARD REAFFIRMS COMMITMENT
                              TO SANTA FE MERGER

Fort Worth, TX, Oct. 6--The Board of Directors of Burlington Northern Inc. (BN) 
today repeated its commitment to consummate the merger of BN and Santa Fe 
Pacific Corporation (Santa Fe), as announced on June 30. The Board reaffirmed 
its intent to file the Santa Fe merger application with the Interstate Commerce 
Commission (ICC) next week.

BN said the UP proposal would eliminate choice and competition for customers 
throughout the west and increase UP's existing dominance in the Western United 
States. Among its many adverse impacts, the UP proposal would eliminate Santa 
Fe's competition to the UP on the critical Chicago and Midwest to California 
route. In addition, many Kansas and Oklahoma wheat farmers would be captive to 
the UP to move their crops to Gulf ports.

While the BN-Santa Fe merger is an end-to-end combination, more than 5,000 of 
Santa Fe's 8,500-mile route system parallels and overlaps UP's system, which 
means less competition and greater employee impact. The UP and Santa Fe systems 
are essentially parallel from Los Angeles to Chicago and from Kansas to Texas. 
Savings from the UP proposal will come at the expense of rail service, 
employment and facility reductions due to overlapping systems.

BN pointed out that the Union Pacific (UP) has conceded that its proposal will 
not receive ICC approval without massive protective arrangements for other 
carriers. UP wrongly believes that negotiating with other carriers will 
eliminate the substantial anti-competitive impacts of the merger. In contrast, 
the BN-Santa Fe merger enhances competition.

                                      ###


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