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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 24, 1994
BURLINGTON NORTHERN INC.
(Exact name of registrant as specified in its charter)
Delaware 1-8159 41-1400580
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3800 Continental Plaza, 777 Main Street, Fort Worth, Texas 76102
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (817) 878-2000
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(Former name or former address, if changed since last report)
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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
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Edmund W. Burke
Executive Vice President, Law
and Secretary
Date: May 24, 1994
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EXHIBITS INDEX
<TABLE>
<CAPTION>
Sequentially
Exhibits Numbered Page
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<C> <S> <C>
1 Underwriting Agreement dated May 17, 1994,
between the Company and Morgan Stanley & Co.
Incorporated, Kidder, Peabody & Co.
Incorporated and Salomon Brothers Inc 4
4 Officer's Certificate pursuant to Section 301
of that Indenture dated as of February 14, 1992,
between the Company and the First National Bank
of Chicago, as Trustee, and specimen of form of
global note. 9
</TABLE>
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May 17, 1994
BURLINGTON NORTHERN INC.
3800 Continental Plaza
777 Main Street
Ft. Worth, Texas 76102
Dear Sirs:
We (the "Managers") are acting on behalf of the underwriter or
underwriters (including ourselves) named in the attached schedule (such
underwriter or underwriters being herein called the "Underwriters") and we
understand that Burlington Northern Inc., a Delaware corporation (the
"Company"), proposes to issue and sell $150,000,000 aggregate principal amount
of the Company's 7.40% Notes Due May 15, 1999 (the "Offered Securities")
pursuant to the provisions of an Indenture dated as of February 14, 1992
between the Company and The First National Bank of Chicago, as Trustee.
Subject to the terms and conditions set forth or incorporated by
reference herein, the Company agrees to sell and the Underwriters agree to
purchase, severally and not jointly, the principal amount of Offered
Securities set forth opposite their names in the attached schedule at a
purchase price of 99.40% of the principal amount of Offered Securities plus
accrued interest from May 15, 1994 to the Closing Date (as defined below).
The Underwriters shall pay for the Offered Securities by wire transfer in
same day Federal funds upon delivery thereof at the offices of Shearman &
Sterling, 599 Lexington Avenue, New York, New York 10022 at 10:00 a.m. (New
York time) on May 24, 1994, or at such other time, not later than 5:00 p.m.
(New York time) on June 1, 1994, as shall be agreed upon between the Company
and the Managers. The time and date of such payment and delivery are
hereinafter referred to as the "Closing Date".
The Offered Securities shall have the terms set forth in the Prospectus
dated February 9, 1994, and the Prospectus Supplement dated May 17, 1994,
including the following:
Maturity Date: May 15, 1999
Interest Rate: 7.40%
Interest Payment Dates: May 15 and November 15
Redemption Provisions: None
Sinking Fund: No provisions for sinking fund
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-2-
Form and Denomination: A single Global Note in the aggregate
principal amount of $150,000,000
registered in the name of a nominee of
The Depository Trust Company
Defeasance: The defeasance and covenant defeasance
provisions of the Indenture are applicable
Stock Exchange Listing
Requirement: None
Initial Public Offering
Price: 100.000% of the principal amount of the
Offered Securities
Selling Concession: .375% of the principal amount of the
Offered Securities
Reallowance: .25% of the principal amount of the
Offered Securities
Other Terms: Settlement in immediately available funds
All of the provisions contained in the document entitled Burlington
Northern Inc. Underwriting Agreement Provisions, dated February 14, 1992,
receipt of a copy of which is acknowledged by all parties hereto, are herein
incorporated by reference in their entirety and shall be deemed to be a part
of this Underwriting Agreement to the same extent as if such provisions had
been set forth in full herein (except that (i)) if any term defined in such
document is otherwise defined herein, the definition set forth herein shall
control and (ii) all references in such document to a type of security that is
not an Offered Security shall not be deemed to be a part of this Underwriting
Agreement).
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-3-
Please confirm your agreement by having an authorized officer sign a copy
of this Underwriting Agreement in the space set forth below.
Very truly yours,
MORGAN STANLEY & CO. INCORPORATED
KIDDER, PEABODY & CO. INCORPORATED
SALOMON BROTHERS INC
By: MORGAN STANLEY & CO. INCORPORATED
On behalf of themselves and the
several Underwriters named herein
By: /s/ William H. White
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Name: William H. White
Title: Vice President
Accepted:
BURLINGTON NORTHERN INC.
By:
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Name:
Title:
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-3-
Please confirm your agreement by having an authorized officer sign a copy
of this Underwriting Agreement in the space set forth below.
Very truly yours,
MORGAN STANLEY & CO. INCORPORATED
KIDDER, PEABODY & CO. INCORPORATED
SALOMON BROTHERS INC
By: MORGAN STANLEY & CO. INCORPORATED
On behalf of themselves and the
several Underwriters named herein
By:
--------------------------
Name:
Title:
Accepted:
BURLINGTON NORTHERN INC.
By: /s/ Robert F. McKenney
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Name: Robert F. McKenney
Title: Sr. Vice President & Treasurer
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SCHEDULE
<TABLE>
<CAPTION>
Principal Amount of
Name Offered Securities
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<S> <C>
Morgan Stanley & Co. Incorporated $50,000,000
Kidder, Peabody & Co. Incorporated $50,000,000
Salomon Brothers Inc $50,000,000
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Total ................................. $150,000,000
============
</TABLE>
<PAGE>
BURLINGTON NORTHERN INC.
7.40% Notes due 1999
Officer's Certificate
Pursuant to (x) Section 301 of the Indenture, dated as of February 14, 1992
(the "Indenture"), between Burlington Northern Inc., a Delaware corporation
(the "Company"), and The First National Bank of Chicago, Trustee, and (y)
resolutions duly adopted by the Board of Directors of the Company at a meeting
duly called and held on April 15, 1993, the undersigned officers hereby
establish a series (as that term is used in Section 301 of the Indenture) of
Securities to be issued under the Indenture, which series of Securities shall
have the terms set forth in the Prospectus dated February 9, 1994, as
supplemented by the Prospectus Supplement dated May 17, 1994 (collectively,
the "Prospectus," which Prospectus is attached hereto as Exhibit A), and such
other terms as may be set forth herein. Unless otherwise defined herein,
capitalized terms used herein have the meanings assigned to them in the
Indenture or the Prospectus. The terms of the series of Securities shall
include, without limitation, the terms set forth below.
(a) The Securities of the series shall be entitled "7.40% Notes due 1999"
(the "Notes").
(b) The aggregate principal amount of the Notes that may be authenticated and
delivered under the Indenture shall be limited to $150,000,000 (except
for Notes authenticated and delivered upon registration or transfer of,
or in exchange for, or in lieu of, other Notes pursuant to Section 304,
305, 306, 906, 1107, or 1305 of the Indenture).
(c) The principal amount of the Notes shall mature on May 15, 1999, subject
to the provisions of Section 502 of the Indenture respecting acceleration.
(d) The Notes shall bear interest from May 15, 1994, at the rate of 7.40% per
annum payable on May 15 and November 15 of each year, commencing November
15, 1994, for payment to holders on the respective Regular Record Dates
referred to in the Indenture, which dates shall be the next preceding
April 30 and October 30, respectively.
(e) The principal of and interest on the Notes shall be payable at the office
or agency of the Company maintained for that purpose, pursuant to the
Indenture, in New York, New York; provided, however, that at the option
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of the Company, such payment of interest may be made by check mailed to
the address of the person entitled thereto as such address shall appear
in the Security Register or by transfer to an account maintained by the
payee located inside the United States; provided further, that so long as
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the Notes are issued in the form of a fully registered Global Note, as
hereinafter provided, principal and interest payments shall be made to
the person or persons specified therein, as provided in Section 203 of
the Indenture and as provided in the Prospectus.
(f) The Notes may not be redeemed at any time prior to maturity.
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(g) The Notes shall not be subject to the operation of any sinking fund or an
analogous provision and the Company shall have no obligation to redeem,
repay, or purchase the Notes at the option of a Holder thereof.
(h) The Trustee, Security Registrar, and Paying Agent for the Notes shall
initially be First National Bank of Chicago.
(i) The defeasance and covenant defeasance provisions of Article Fourteen of
the Indenture will be applicable to the Notes.
(j) The Notes will be offered to the public at an offering price of 100% of
the principal amount.
(k) The Notes shall be issuable as Registered Securities in denominations of
$1,000 and any integral multiple thereof, provided that the Notes shall be
initially issuable in the form of a fully registered Global Note, in the
form attached hereto as Exhibit B, in denomination of $150,000,000. The
Global Note will be deposited with, or on behalf of, the Depository Trust
Company in the manner described in the Prospectus. Except as set forth in
the Prospectus, beneficial owners of interests in the Global Note shall
not be entitled to exchange such interests for Securities of such series
and of like tenor of any authorized form and denomination.
(l) Holders of the Notes will not be entitled to the payment of Additional
Amounts.
IN WITNESS WHEREOF, we have hereunto signed our names as of the 24th day of
May 1994.
---------------------------------
Robert F. McKenney
Senior Vice President and
Treasurer
/s/ Beverly A. Edwards
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Beverly A. Edwards
Assistant Secretary
<PAGE>
GLOBAL NOTE
Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the issuer or its
agent for registration of transfer, exchange, or payment, and any certificate
is registered in the name of Cede & Co., or such other name as is requested by
an authorized representative of DTC (and any payment is made to Cede & Co., or
to such other entity as is requested by an authorized representative of DTC),
ANY TRANSFER PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL, inasmuch as the registered owner hereof, Cede & Co., has
an interest herein.
Unless and until this certificate is exchanged in whole or in part for Notes in
definitive form, this certificate may not be transferred except as a whole by
DTC to a nominee thereof or by a nominee thereof to DTC or another nominee of
DTC or by DTC or any such nominee to a successor depository or nominee of such
successor depository.
BURLINGTON NORTHERN INC.
$150,000,000
7.40% NOTE DUE MAY 15, 1999
Registered No. 1 CUSIP No. 121897WT5
BURLINGTON NORTHERN INC., a corporation duly organized and existing under the
laws of the State of Delaware (herein called the "Company," which term
includes any successor corporation under the Indenture hereinafter referred
to), for value received, hereby promises to pay to Cede & Co., or registered
assigns, the principal sum of ONE HUNDRED FIFTY MILLION DOLLARS ($150,000,000)
on May 15, 1999, and to pay interest thereon at the rate of 7.40% per annum
from May 15, 1994, or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semiannually on May 15 and
November 15 of each year (each, an "Interest Payment Date"), commencing
November 15, 1994, until the principal hereof is paid or made available for
payment. Notwithstanding the foregoing, if the Stated Maturity of the
principal of this Note, or any Interest Payment Date, falls on a date that is
not a Business Day, the principal or interest, as the case may be, payable on
such date will be payable on the next succeeding Business Day with the same
force and effect as if paid on such date. The amount of interest payable on
any Interest Payment Date shall be computed on the basis of a 360-day year of
twelve 30-day months. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in the Indenture,
be paid to the person (the "Holder") in whose name this Note (or one or more
predecessor Notes) is registered at the close of business on April 30 or
October 30 (whether or not a Business Day), as the case may be, next preceding
such Interest Payment Date (each, a "Regular Record Date"). Any such interest
not so
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punctually paid or duly provided for ("Defaulted Interest") will forthwith
cease to be payable to the Holder on such Regular Record Date and may either
be paid to the person in whose name this Note (or one or more predecessor
Notes) is registered at the close of business on a special record date (the
"Special Record Date") for the payment of such Defaulted Interest to be fixed
by the Trustee (referred to below), notice whereof shall be given to the
Holder of this Note not less than ten days prior to such Special Record Date,
or may be paid at any time in any other lawful manner, all as more fully
provided in the Indenture.
Payment of the principal of and interest on this Note will be made at the
office or agency of the Company maintained for such purpose in the Borough of
Manhattan, The City of New York in such coin or currency of the United States
of America as at the time of payment is legal tender for payment of public and
private debts; provided, however, that payment of interest may be made at the
option of the Company by check mailed to the address of the person entitled
thereto as it appears on the Security Register of the Company or by transfer
to an account maintained by the payee located inside the United States.
This Note is one of a duly authorized issue of securities of the Company
(herein called the "Securities"), issued and to be issued in one or more
series under an Indenture dated as of February 14, 1992, as it may be
supplemented from time to time (herein called the "Indenture"), between the
Company and The First National Bank of Chicago, as Trustee (herein called the
"Trustee", which term includes any successor Trustee under the Indenture with
respect to the series of Securities partially represented hereby), to which
Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Note is a Global Note representing
$150,000,000 principal amount of the Company's 7.40% Notes due May 15, 1999,
limited in aggregate principal amount to $150,000,000.
This Note will not be subject to any sinking fund. This Note may not be
redeemed at any time prior to maturity.
If an Event of Default, as defined in the Indenture, with respect to the Notes
shall have occurred and be continuing, the principal hereof may be declared due
and payable in the manner, with effect and subject to the conditions provided
in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of Securities of each series. Such
amendment may be affected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of not less than a majority in
principal amount of all Outstanding Securities affected thereby. The Indenture
also contains provisions permitting the Holders of at least a majority in
principal amount of all Outstanding Securities to waive compliance by the
Company with certain provisions of the Indenture and permitting the Holders of
not less than a majority in principal amount of the Outstanding Securities of
any series, on behalf of the Holders of all the Securities of such series, to
waive certain past defaults under the Indenture and their consequences. Any
such consent or waiver shall be conclusive and binding upon the Holder of this
Note and upon all future Holders of
<PAGE>
this Note and of any Note issued upon the registration of transfer hereof or
in exchange herefor or in lieu hereof, whether or not any notation thereof is
made upon this Note.
Except in the case of a defeasance as provided in the Indenture, no reference
herein to the Indenture and no provision of this Note or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of and interest on this Note at the
places, at the respective times, at the rate, and in the coin or currency
herein prescribed.
The Indenture contains provisions for defeasance at any time of (a) the entire
indebtedness of the Company on this Note and (b) certain restrictive covenants
and the related defaults and Events of Default, upon compliance by the Company
with certain conditions set forth therein.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Note is registerable in the Security Register upon
surrender of this Note for registration of transfer at the office or agency of
the Company in any place where the principal of, and interest on, this Note
are payable, duly endorsed by or accompanied by written instrument of transfer
in form satisfactory to the Company and the Security Registrar duly executed
by, the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Notes of this series, of authorized denominations
and for the same aggregate principal amount, will be issued to the designated
transferee or transferees.
This Global Note is exchangeable for Notes in definitive form only if the
Depository is at any time unwilling or unable to continue as depository and a
successor depository is not appointed by the Company within 90 days. In such
case, the Company will issue Notes in definitive form in exchange for each
Global Note. In addition, the Company may at any time determine not to have
the Notes represented by a Global Note and, in such event, will issue Notes in
definitive form in exchange for each Global Note. In any such instance, an
owner of a beneficial interest in a Global Note will be entitled to have Notes
equal in principal amount to such beneficial interest registered in its name
and will be entitled to physical delivery of such Notes in definitive form.
Notes so issued in definitive form will be issued in denominations of $1,000
and integral multiples thereof and will be issued in registered form only,
without coupons.
No service charge shall be made for any such registration of transfer, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
Prior to due presentment of this Global Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Holder as the owner hereof for all purposes, whether or not this Global Note
is overdue, and neither the Company, the Trustee nor any such agent shall be
affected by any notice to the contrary.
Terms used herein and not defined herein which are defined in the Indenture
shall have the respective meanings assigned thereto in the Indenture.
This Note shall be governed by and construed in accordance with the laws of
the State of New York.
<PAGE>
This Note shall not be valid or become obligatory for any purpose until the
Certificate of Authentication hereon shall have been signed by an authorized
officer of the Trustee or its duly authorized agent under the Indenture.
IN WITNESS WHEREOF, Burlington Northern Inc. has caused this instrument to be
signed by its duly authorized officers, and has caused its corporate seal to
be affixed or imprinted hereon.
Dated: May 24, 1994
BURLINGTON NORTHERN INC.
/s/ Robert F. McKenney
----------------------
(Corporate Seal) By: Robert F. McKenney
Title: Senior Vice President
and Treasurer
ATTEST:
/s/ Beverly A. Edwards
- - ----------------------
Assistant Secretary
<PAGE>
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This Note is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.
THE FIRST NATIONAL BANK
OF CHICAGO,
as Trustee,
BY: /s/ Charlene Mullane
--------------------
Authorized Signature
Dated: May 24, 1994
<PAGE>
FOR VALUE RECEIVED, the undersigned hereby
sells, assigns, and transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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(Print or Type Name and Address, including Zip Code and Assignee)
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the within Global Note and all rights thereunder, hereby irrevocably
constituting and appointing
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attorney to transfer said Global Note on the books of the Company, with full
power of substitution in the premises.
Dated:
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NOTE: The signature to this assignment must correspond with the name as
written upon the face of the within Global Note in every
particular without alteration or enlargement or any change
whatsoever and must be guaranteed by a commercial bank or
trust Company having its principal office or correspondent
in the City of New York or by a member of the New York Stock
Exchange.
