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)
...................Registration Statement
on Form S-4
(3) Filing Party: ...................Burlington Northern
Inc./Santa Fe
Pacific Corporation
...................Burlington Northern
Inc./Santa Fe
Pacific Corporation
...................Burlington Northern
Inc./Santa Fe
...................Burlington Northern
Inc./Santa Fe
Pacific Corporation
(4) Date filed: ...................August 8, 1994
...................October 12, 1994
...................October 27,1994
...................November 2, 1994
[PRESS RELEASE]
BURLINGTON NORTHERN AND SANTA FE
ONE POWERFUL COMBINATION
But Don't Take Our Word For It!
Read What The Experts Are Saying...
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... About the BN/SF Merger: ... About UP's Hostile Merger Proposal:
- - ---------------------------------- ----------------------------------------
"I would put the likelihood of "I think that Union Pacific on its own
(ICC) approval for BN-Santa Fe would have to grant so many concessions
at 100 percent" to Burlington Northern and Southern
Beth Fusco, Salomon Brothers Inc. Pacific in regard to trackage rights
Traffic World 10/17/94 that UP would lose some of its monopoly
powers in some of its markets."
James Valentine, Smith Barney Inc.
Dallas Morning News 10/7/94
"Everybody knows that Burlington "There's no way on God's green Earth that
Northern and Santa Fe are a better they (Union Pacific) can expecct to get
fit because they complement one this deal through... It's pretty clear
another, rather than duplicate this is a defensive maneuver to see if
one another." they could cause problems."
Clay Hoes, Kemper Securities Inc. Scott Flower, Kidder, Peabody & Co. Inc.
Chicago Tribune 10/7/94 Los Angeles Times 10/17/94
"It would create a company with "A Union Pacific-Santa Fe merger could
far and away the best ability not, by any stretch of the imagination,
to move crop from the nation's be portrayed as an end-to-end merger. It
wheat belt." is a merger of overlapping carriers."
Tom Tunnell, Executive Vice Fritz R. Kahn, Former ICC General Counsel
President, Kansas Grain and Traffic World 10/17/94
Feed Association
Hutchinson Kansas News 7/7/94
"The combined BN-Santa Fe rail "We continue to see no reason to change
systems will allow the our mind about the high risk of ICC
railroads to gain efficiencies rejection and/or significant interference
and take unnecessary costs of a UNP/SFX combination after lengthy
out of the transportation review."
system." Anthony Hatch, Paine Webber, Inc.
Thomas G. Pavlini, Vice 10/31/94
President-General Manager
Containerboard and Paper "I still believe that UP doesn't have a
Division, Stone Container viable offer on the table."
Corporation 10/31/94 Susan Chapman, Forbes, Walsh, Kelly
and Co. 10/31/94
"The BN-Santa Fe merger enhances
competition and is clearly in
the public interest. A UP-Santa
Fe merger is anti-competitive
on its face."
Darius W. Gaskins, Jr.,
Former ICC Chairman and Former
Burlington Northern Railroad CEO
10/31/94
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Why The Burlington Northern and Santa Fe Merger Is The Right Combination At
The Right Time:
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- - ------------------------------------
Description of Graphic Materials
Shareholders from Gerald Grinstein,
Chairman and Chief Executive Officer
- - ------------------------------------
There appears at the lower checkmark IT'S PRO-COMPETITIVE. Most
left portion of the poster a analysts and economists predict
map of the 48 contiguous that the ICC is likely to
United States overlaid with approve the Burlington Northern/
the routes of the Burlington Santa Fe combination without
Northern Railroad Company and significant conditions because
Santa Fe Pacific Railroad it's good for competition.
Company. Burlington Northern
track is depicted as a solid checkmark IT'S AN END-TO-END MERGER. This
line and Santa Fe Pacific merger includes little overlap,
track is depicted as a broken requiring virtually no
dotted line. The map identifies facilities to be closed and no
the following cities on the track to be abandoned.
routes, Chicago, St. Paul,
Minneapolis, Duluth, Fargo, checkmark IT PROVIDES TERRIFIC VALUE FOR
Winnipeg, Sioux City, Omaha, SHAREHOLDERS. The Burlington
Lincoln, St. Louis, Kansas City, Northern and Santa Fe Railway
Memphis, Birmingham, Mobile, is expected to generate a
Topeka, Wichita, Tulsa, Dallas, projected $560 million in
Houston, Galveston, Dallas, additional operating income from
Ft. Worth, Oklahoma City, operating syergies and increased
Lubbuck, Amarillo, Alburquerque, revenues. As a result, the new
El Paso, Santa Fe, Phoenix, railroad is expected to have a
Denver, San Diego, Los Angeles, combined operating annual income
San Francisco, Oakland, exceeding $1.5 billion with an
Sacramento, Billings, Helena, operating ratio below 80
Spokane, Portland, Tacoma, percent.
Seattle and Vancouver.
checkmark IT'S GOOD FOR THE COMMUNITIES
WE SERVE AND FOR OUR PEOPLE.
Some $90 million in capital
improvements could be invested
throughout the new system, in
addition to the $1.2 billion in
capital which BN and Santa Fe
plan to invest independently of
the merger. And BN and Santa Fe
plan to spend $10-12 million on
retraining programs for
employees whose job functions
will change.
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The Burlington Northern and Santa Fe Railway Company:
Linking customers, products, and markets for the 21st Century...now.
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IMPORTANT NOTICE TO SHAREHOLDERS: Regardless of the number of
shares you own, it is important that they be represented at the BN
shareholder's meeting. Even if you have sold your shares since the
October 19 record date, as the holder of record you are still
entitled to exercise your right to vote. We urge you to vote FOR
the BN/Santa Fe merger. Should you have any questions or need
assistance in voting your Burlington Northern proxy, PLEASE CALL
OUR PROXY SOLICITOR, KISSEL-BLAKE INC. AT 1-800-554-7730.
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[BURLINGTON NORTHERN INC. LETTERHEAD WITH LOGO]
GERALD GRINSTEIN 3800 Continental Plaza
Chairman and 777 Main Street
Chief Executive Officer Ft. Worth, Texas 76102-5384
(817) 333-2272
November 2, 1994
Dear Burlington Northern Stockholder:
Burlington Northern and Santa Fe Pacific have agreed to merge their
rail systems, forming a great, competitive rail network that will benefit
shippers, employees, the public and the stockholders of both companies
today and into the 21st Century. I urge you to vote FOR approval of the
merger.
The Burlington Northern/Santa Fe merger is the only serious deal on
the table.
The revised exchange ration of 0.34 shares of BN stock for each Santa
Fe share, announced October 27, was a carefully analyzed judgment based on
the strong economics expected to be generated by the substantial cost
savings and exciting market opportunities of this combination. These
powerful economics are described in detail in our proxy statement mailed to
stockholders and in the joint merger application filed October 13 with the
Interstate Commerce Commission (ICC).
The proposed new railroad, The Burlington Northern and Santa Fe
Railway Company, is expected to generate more than $300 million in new
annual revenue by the end of the third year following approval by the ICC
(projected in early 1996). This additional revenue, combined with
anticipated savings from operation and administrative efficiencies, is
expected to add a total of $560 million per year in annual operating income
by the third year after the merger and to produce an operating ratio below
80%.
The Burlington Northern/Santa Fe merger:
- Continues to be the right rail merger at the right time for the
stockholders, employees and customers of both companies.
- Is expected to generate increased earnings per share for the
stockholders of both companies beginning with the first year after
closing and growing substantially in subsequent years.
- Is an end-to-end merger with virtually no route overlap which will
increase competition, increase access to markets, and provide an
efficient and streamlined alternative for shippers.
- Will dramatically enhance intermodal service options, providing
customers seamless transportation and direct routes between key
ports of the Pacific Northwest, Central and Southern California
with the Midwest and the Gulf of Mexico, enhancing service in the
fastest growing segment of the railroad industry.
- Will provide shippers with expanded access to markets from the
Pacific Northwest to the Southeastern U.S., from the Midwestern
grain fields to Southern California ports, and from Canada to
Mexico as NAFTA expands trade in future years.
- Provides a new Western region alternative to Union Pacific's long-
time dominance of routes from the Midwest to the Southwest and on
to California.
As has been reported din the media, Union Pacific has made, and then
amended, a hostile proposal to Santa Fe. We view this as nothing more than
an attempt to stifle healthy competition among railroads in the western
United States. The UP bid is recognized by analysts and transportation
experts alike as lacking credibility. Most predict that ICC approval of
any UP transaction is highly dubious and, in any case, would require very
substantial and extremely costly concessions to other railroads,
undermining any potential value for UP and Santa Fe stockholders.
Burlington Northern and Santa Fe have signed a definitive merger
agreement which we believe should be supported by Santa Fe stockholders.
It is a responsible and realistic proposal which represents Burlington
Northern's best and final bid.
On behalf of your Board of Directors, I urge you to vote FOR the
Burlington Northern/Santa Fe merger. If you have not already done so,
please date, sign and return the proxy card promptly.
Sincerely,
/s/ Gerald Grinstein
_____________________
Gerald Grinstein
_________________________________________________________________________
| |
| IMPORTANT |
| |
| Regardless of the number of shares you own, it's important that they |
| be represented at this meeting. Even if you have sold your shares |
| after the October 19 record date, as the holder of record you are |
| still entitled to exercise your right to vote. We urge you to do so. |
| Should you have any questions or need assistance in voting your |
| Burlington Northern proxy, please call our proxy solicitor: |
| |
| Kissel-Blake Inc. - (1-800-554-7730) |
|_________________________________________________________________________|
