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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) June 29, 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
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (817) 333-2000
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(Former name or former address, if changed since last report)
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Item 5. Other Events
As of June 29, 1994, Burlington Northern Inc. (the "Company") and Santa Fe
Pacific Corporation ("Santa Fe") entered into an Agreement and Plan of Merger
(the "Agreement") pursuant to which, on the terms and conditions set forth in
the Agreement, Santa Fe will merge (the "Merger") with and into the Company, and
the Company will be the surviving corporation. On June 30, 1994, the Company and
Santa Fe issued a joint press release attached hereto as Exhibit 99 announcing,
among other things, the execution of the Agreement and describing the conversion
of Santa Fe shares to be effected upon consummation of the proposed Merger.
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 99 -- Joint Press Release of Burlington Northern Inc. and Santa Fe
Pacific Corporation dated June 30, 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
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Edmund W. Burke
Executive Vice President, Law
and Secretary
Date: July 6, 1994
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EXHIBITS INDEX
Sequentially
Exhibits Numbered Page
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Exhibit 99 --Joint Press Release of Burlington Northern Inc.
and Santa Fe Pacific Corporation dated
June 30, 1994. 4
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EXHIBIT 99
Ogilvy Adams & Rinehart 708 Third Avenue
New York, New York 10017
Tel: 212-557-0100
Fax: 212-370-4636
News
Contacts: For Burlington Northern Inc. For Santa Fe Pacific Corporation
Richard Russack Catherine Westphal
(202) 347-8662 (708) 995-6273
FOR IMMEDIATE RELEASE
BURLINGTON NORTHERN AND SANTA FE AGREE TO MERGE
FORT WORTH, TEXAS and SCHAUMBURG, ILLINOIS, June 30, 1994 -- Burlington
Northern Inc. (BN) and Santa Fe Pacific Corporation (Santa Fe) jointly announced
today that they have signed a definitive agreement providing for the merger of
the two companies, subject to receiving approval from the Interstate Commerce
Commission (ICC). The combination will create a rail network covering the
midwestern and western United States and provide shippers with single-line
service connecting all principal West Coast ports with major midwestern and
western markets and with ports and markets in the Southeast.
Santa Fe shareholders will receive 0.27 of a share of Burlington Northern
common stock for each Santa Fe share. Separately, Santa Fe announced today that
it will distribute to its shareholders on September 30, 1994, the remaining
stock which it owns in Santa Fe Pacific Gold Corp. This dividend will be paid
prior to the merger with BN and is not dependent on the merger. Both
transactions are expected to be tax-free to shareholders.
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Upon completion of the merger, Burlington Northern will change its name to
Burlington Northern Santa Fe Corporation and the railroads will be called The
Burlington Northern and Santa Fe Railway Company. Gerald Grinstein, Burlington
Northern's chairman and chief executive officer, will be chairman of the merged
company. Robert D. Krebs, chairman, president and chief executive officer of
Santa Fe, will be president and chief executive officer of the new company.
"The combination of Burlington Northern and Santa Fe is a predominantly
end-to-end merger that will benefit shippers and the public," Mr. Grinstein
said. "There is very little overlap between our two rail systems.
"The merged BN/Santa Fe network will provide single-line service across the
key transcontinental corridor from Central and Southern California to the
Southeastern gateways of Memphis and Birmingham. It will provide Midwestern
grain shippers with new single-line access to the West Coast and Gulf ports, and
it will enhance shipping options to Canadian and Mexican gateways," he said.
Mr. Grinstein said that shippers prefer single-line service because it is more
efficient, gives them one point of contact, and eliminates the costs and delays
associated with interchanging traffic from one carrier to another. Enhanced
single-line service also will open new markets for shippers.
"This merger will create a strong, new rail carrier with a diversified traffic
base and excellent financial prospects. For example, Santa Fe's strength in
intermodal traffic will complement BN's strength in coal and grain," said Mr.
Krebs.
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"This will benefit employees, customers, shareholders and the communities where
both railroads operate."
"The combination of BN and Santa Fe will help U.S. industries compete more
effectively in world markets by linking the heartland more closely with the West
Coast and Gulf Coast ports, thereby providing better access to Pacific Rim
nations and other trading partners," Mr. Krebs said.
The merger has been approved by the boards of directors of both companies. It
is subject to approval by the shareholders of both companies at special meetings
to be scheduled as soon as possible. The companies will file their merger
application with the ICC later this year and ask the ICC to rule on the merger
on an expedited basis. While the ICC is reviewing the merger, BN and Santa Fe
will operate as independent companies, each headquartered in its current city
and operating under the direction of its current board and management.
"We expect the merger to result in substantial cost savings through
operational improvements, increased traffic densities, reduced administrative
costs and elimination of duplicative functions," said Mr. Krebs.
Burlington Northern is being advised by Lazard Freres & Co., which has
rendered a fairness opinion to BN's Board of Directors, and Davis Polk &
Wardwell. Santa Fe's advisors are Goldman, Sachs & Co., which has rendered a
fairness opinion to Santa Fe's Board of Directors, and Mayer Brown & Platt.
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Burlington Northern Inc. (NYSE: BNI) is the parent company of Burlington
Northern Railroad, one of the world's leading providers of transportation and
information services, and operator of the longest rail system in North America.
It operates through 25 states and two Canadian provinces.
Santa Fe Pacific Corporation (NYSE: SFX) is the parent company of the
Atchison, Topeka and Santa Fe Railroad Company, which operates in 12 states and
offers service to Mexico. In addition to owning Santa Fe Pacific Gold, which
will be spun off, Santa Fe also owns a 44 percent interest in Santa Fe Pacific
Pipeline Partners, L.P.
