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 26, 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)
Item 5. Other Events
As of October 26, 1994, Burlington Northern Inc. (the "Company") and Santa Fe
Pacific Corporation ("Santa Fe") entered into the Amendment (the "Amendment")
to the Agreement and Plan of Merger dated as of June 29, 1994 (the "Original
Agreement") pursuant to which, on the terms and conditions set forth in the
Original Agreement, as amended by the Amendment, Santa Fe will merge (the
"Merger") with and into the Company, and the Company will be the surviving
corporation. Pursuant to the Amendment, the exchange ratio in the Merger was
increased from 0.27 shares of Company common stock per share of Santa Fe
common stock to 0.34 shares of Company common stock per share of Santa Fe
common stock. All other terms of the Merger remain the same. The Amendment
is attached hereto as Exhibit 2.1, and the description thereof set forth
herein is qualified in its entirety by reference to the Amendment. On October
27, 1994, the Company issued a press release attached hereto as Exhibit 99.1
<PAGE>
announcing, among other things, the execution of the Amendment. Consummation
of the Merger is subject to approval by the stockholders of the Company and
Santa Fe, approval by the Interstate Commerce Commission, approval under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, and other customary
conditions.
Item 7(c). Exhibits
Exhibit 2.1 -- Amendment dated as of October 26, 1994 between Burlington
Northern Inc. ("BNI") and Santa Fe Pacific Corporation ("Santa Fe") to
Agreement and Plan of Merger dated as of June 29, 1994 between BNI and Santa
Fe.
Exhibit 99.1 -- Press Release of Burlington Northern Inc. dated October 27,
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 31, 1994
EXHIBITS INDEX
Sequentially
Exhibits Numbered Page
Exhibit 2.1 Amendment dated as of October 26, 1994 between
Burlington Northern Inc. ("BNI") and Santa Fe Pacific
Corporation ("Santa Fe") to Agreement and Plan of Merger
dated as of June 29, 1994 between BNI and Santa Fe.
Exhibit 99.1 Press Release of Burlington Northern Inc. dated
October 27, 1994.
EXHIBIT 2.1
AMENDMENT
to
AGREEMENT AND PLAN OF MERGER
AMENDMENT dated as of October 26, 1994 (this "Amendment") between
Burlington Northern Inc., a Delaware corporation ("BNI"), and Santa Fe Pacific
Corporation, a Delaware Corporation ("SFP").
WHEREAS, BNI and SFP have previously entered into that certain
Agreement and Plan of Merger dated as of June 29, 1994 between BNI and SFP
(the "Merger Agreement"); and
WHEREAS, the respective Boards of Directors of BNI and SFP have
determined that it is in the best interests of BNI or SFP, as the case may be,
and its respective stockholders to amend the Merger Agreement as hereinafter
set forth and have duly approved this Amendment and authorized its execution
and delivery.
NOW, THEREFORE, the parties hereto agree as follows:
1. All capitalized terms used herein, unless otherwise defined
herein, shall have the meanings given them in the Merger Agreement, and each
reference in the Merger Agreement to "this Agreement", "hereof", "herein",
"hereunder" or "hereby" and each other similar reference shall be deemed to
refer to the Merger Agreement as amended hereby. All references to the Merger
3Agreement in any other agreement between BNI and SFP relating to the
transactions contemplated by the Merger Agreement shall be deemed to refer to
the Merger Agreement as amended hereby.
2. Section 1.2(a)(i) of the Merger Agreement is hereby amended by
deleting the number "0.27" wherever such number appears therein and inserting
in its place the number "0.34".
3. This Amendment shall be construed in accordance with and
governed by the law of the State of Delaware (without regard to principles of
conflict of laws).
4. This Amendment may be signed in any number of counterparts,
each of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument. This Amendment shall become
effective when each party hereto shall have received counterparts hereof
signed by all of the other parties hereto.
5. Except as expressly amended hereby, the Merger Agreement shall
remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed by their respective authorized officers as of the day and
year first above written.
Burlington Northern Inc.
/s/ Gerald Grinstein
By_______________________________________
Title: Chairman and Chief Executive Officer
Santa Fe Pacific Corporation
<PAGE>
/s/ Robert D. Krebs
By_______________________________________
Title: Chairman, President
and Chief Executive Officer
EXHIBIT 99.1
[BURLINGTON NORTHERN INC. LOGO] NEWS
Contact: Richard A. Russack For Immediate Release
(817) 333-6116
BURLINGTON NORTHERN AND SANTA FE SIGN AMENDMENT
INCREASING EXCHANGE RATIO FOR MERGER AGREEMENT
FORT WORTH, Texas, October 27, 1994 -- Burlington Northern Inc. (BN)
and Santa Fe Pacific Corporation (Santa Fe) today executed an amendment to
their merger agreement that increases the exchange ratio to 0.34 of a share of
BN common stock for each share of Santa Fe common stock in the tax-free
transaction that will combine Santa Fe into BN.
As a result, Santa Fe shareholders would receive the equivalent of
about $17.13 per share based on the October 26th closing price of BN common
stock on the New York Stock Exchange. The exchange ratio was 0.27 of a share
of BN common stock for each Santa Fe share when the merger was announced last
June 30. All other terms of the merger agreement remain the same.
Separate, special shareholders' meetings are scheduled for November
18 to vote on the merger. The merger is also subject to ICC approval, which
is expected to occur by April 1, 1996.
Burlington Northern Inc. is the parent company of Burlington Northern
Railroad, the largest transporter of grain and coal in North America. It also
serves customers in a variety of consumer, automotive, forest products and
manufacturing industries in 25 states and two Canadian provinces.
Santa Fe Pacific Corporation is the parent company of the Atchison,
Topeka and Santa Fe railway and Santa Fe Pacific Pipeline Partners, L.P.
Santa Fe Railway serves 12 western, midwestern and southwestern states over
high speed, high capacity routes between Chicago, the West Coast and the Gulf
of Mexico. Noted for quality intermodal services, it handled more than 1.22
million units in 1993.
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