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 INC. LOGO & LETTERHEAD]
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GERALD GRINSTEIN 3800 Continental Plaza
Chairman and 777 Main Street
Chief Executive Officer Fort Worth, Texas 76102-5384
(817)333-2272
November 15, 1994
BURLINGTON NORTHERN RESCHEDULES
SPECIAL STOCKHOLDERS' MEETING
Dear Burlington Northern Stockholder:
On November 14, Burlington Northern Inc. announced that it was
rescheduling its special stockholders' meeting at which stockholders will vote
on the proposed merger between Burlington Northern and Santa Fe Pacific
Corporation to Friday, December 2, 1994. Previously, the meeting was
scheduled for November 18.
This decision followed the announcement by Santa Fe that it was
postponing its special stockholders' meeting until December 2 to evaluate
recent developments involving Santa Fe. We felt it was appropriate to take
similar action so that voting could take place on the same day. The BN
meeting will be held at 10:00 a.m. (CST) at 3017 Lou Menk Drive, Fort Worth,
Texas.
Many BN stockholders have already submitted their signed and dated proxy
card voting FOR the merger between Burlington Northern and Santa Fe. If you
are one of those, it is not necessary to mail back the enclosed proxy and we
thank you for your support.
If you have not returned your proxy, please take a moment now to sign,
date and mail the enclosed proxy so that your shares can be voted at the
December 2 meeting. Please note that a failure to vote has the same effect as
a vote against the merger.
If you have returned your proxy with a vote AGAINST the merger proposal,
or have abstained from voting, we urge you to reconsider and vote FOR this
merger.
If you hold your shares in street name your broker will not vote your
shares without your instructions. Therefore, it is vital that you contact
your broker today in order to vote your shares properly.
We recognize that you have received several mailings in recent week,s
but your Board of Directors considers this merger a highly significant
transaction that should provide long-term growth for Burlington Northern and
increased value for you. Please take the time to vote FOR this merger by
signing and returning your dated proxy now. Your vote is very important. If
you have any questions, please call our proxy solicitor: Kissel-Blake, Inc. at
1-800-554-7730.
Sincerely,
/s/ Gerald Grinstein
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Gerald Grinstein
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PROXY CARD
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BURLINGTON NORTHERN INC.
Special Meeting of Stockholders
Solicited by the Board of Directors
The undersigned hereby appoints Gerald Grinstein and Edmund W. Burke,
and each of them, with power of substitution, proxies for the undersigned and
authorizes them to represent and vote, as designated, all of the shares of
stock of the Company which the undersigned may be entitled to vote at the
Special Meeting of Stockholders to be held at Burlington Northern Railroad
Company, 3017 Lou Menk Drive, Forth Worth, Texas on November 18, 1994, at
10:00 a.m. Forth Worth time and at any adjournment or postponement of such
meeting for the following purposes and with discretionary authority as to
any other matters that may properly come before the meeting, in accordance
with and as described in the Notice of Special Meeting of Stockholders and
Supplemental Joint Proxy Statement/Prospectus. If no direction is given,
this proxy will be voted FOR the Merger referred to in the proposal. A
vote indicated on a previously submitted proxy card will be deemed to be a
corresponding vote on the Merger unless you submit a subsequent proxy card
changing your vote.
SEE REVERSE SIDE
PLEASE SIGN ON REVERSE SIDE
[REVERSE SIDE OF PROXY CARD]
Please mark
your votes
X as in this
_____ example.
If no direction is made, this proxy will be voted FOR the Merger.
The Board of Directors recommends a vote FOR the Merger.
A proposal to approve and adopt the Agreement and Plan of Merger between
Burlington Northern Inc. and Santa Fe Pacific Corporation anD any amendments
thereto.
FOR AGAINST ABSTAIN
____ _______ _______
MARK HERE
FOR ADDRESS
CHANGE AND
NOTE AT LEFT_____
Please sign exactly as your name appears. If acting as
attorney, executor, trustee or in other representative
capacity, sign name and title.
Signature:______________Date:______________
Signature:______________Date:______________
