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] NEWS
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FOR IMMEDIATE RELEASE Contact: Richard Russack
(817) 333-6116
BURLINGTON NORTHERN ASKS ICC TO INVESTIGATE
UNION PACIFIC'S PROPOSED VOTING TRUST REQUEST
FORT WORTH, TX, November 16, 1994 -- Burlington Northern Inc. (BN) today filed
a petition with the Interstate Commerce Commission (ICC) to investigate the
anti-competitive effects of Union Pacific Corporation's (UP) proposal to
establish a voting trust to assume effective control of Santa Fe Pacific
Corporation and Santa Fe Railway (Santa Fe). BN does not believe such a
voting trust can and will insulate Santa Fe from unlawful control by UP.
In asking the ICC to preserve its authority to prevent unlawful
control, BN's pleading says the Commission cannot permit UP to implement its
proposed voting trust without full consideration of the consequences of that
proposal on shippers and the public interest as well as the rail
transportation system.
Further, the nature of UP's proposed hostile takeover of Santa Fe,
the competitive position of Santa Fe and the terms of the proposed UP voting
trust "...strongly indicate that the voting trust arrangement will give UP
negative control over Santa Fe for a period that could extend for five years
or more," the BN pleading points out. UP has unleashed an effort to prevent
a merger between BN and Santa Fe and to avoid the increased competition it
would yield. By locking up in the limbo of a voting trust one of UP's major
competitors, substantial doubt is raised that any voting trust could be
permitted consistent with the Commission's statutory mandate to protect the
public interest. In addition, the proposed voting trust contains a number of
provisions that would allow UP to exercise a substantial degree of control
over the Santa Fe, and which would also have the effect of preventing BN from
ever combining with the Santa Fe.
Gerald Grinstein, BN chairman and chief executive officer, said that,
"UP's behavior over the past six weeks has been inconsistent and erratic. It
is, therefore, very important to maintain Santa Fe's competitive
effectiveness. And an ICC voting trust won't do that."
A complete copy of BN's pleading to the ICC is available upon request.
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