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
FOR IMMEDIATE RELEASE
MEDIA CONTACT:
Burlington Northern Inc. Santa Fe Pacific Corp.
Richard A. Russack Catherine Westphal
(817) 333-6116 (708) 995-6273
FT. WORTH, TEXAS AND SCHAUMBURG, ILLINOIS, FEBRUARY 1, 1995 -
Burlington Northern Inc. (BNI) and Santa Fe Pacific Corporation (SFP)
announced today that the financing condition to their joint tender offer
to purchase 63 million shares of SFP common stock has been satisfied. The
joint tender offer is part of their agreement to merge.
In the merger, holders of SFP common stock will receive 0.40 shares of
BNI common stock for each of their SFP shares. This exchange ratio could
increase under certain circumstances. SFP is permitted, subject to a
number of conditions, to repurchase up to 10,000,000 shares of SFP common
stock between the closing of the tender offer and the consummation of the
merger. No repurchases are required. The effect of any such repurchases
would be to increase the exchange ratio up to a maximum of 0.4347. If SFP
repurchases fewer than 10,000,000 shares, the exchange ratio would be
between 0.40 and 0.4347, depending on the number of shares repurchased and
the number of outstanding options exercised. Because it is possible that
SFP may make no repurchases, SFP shareholders should consider that the
exchange ratio could be 0.40 in deciding how to vote.
Subject to the limitation set forth in the merger agreement and SFP's
credit agreement, repurchases, including the amount and timing of any such
repurchases, will be in the sole discretion of SFP. Accordingly, although
SFP anticipates, as of this time, that at least $50 million for repurchases
would be available under the terms of the merger agreement and SFP's credit
agreement in 1995, there can be no assurance that SFP will make any
repurchases, whether or not they would be permitted under the terms of such
agreement. To have the $50 million available for repurchases, SFP would
have to comply with the capital expenditure and total debt provisions of
its merger agreement with BNI.
SFP hopes to make repurchases and believes that it is likely that it
will do so, but no decision to do so has been made at the present time. If
Santa Fe used $30 million (the amount SFP is permitted to use prior to
April 1, 1995 under its agreements without regard to performance
requirements or other limitations) to make repurchases, it would be able to
repurchase 1.7 million shares of its common stock, based on the closing
market price on January 31, 1995, and the exchange ratio (assuming no
exercise of options) would be 0.4055. If SFP used $50 million (the minimum
amount it anticipates will be available under its agreements in 1995), it
would be able to repurchase 2.8 million of its common stock, based on the
closing market price on January 31, 1995, and the exchange ratio (assuming
no exercise of options) would be 0.4092.
The Interstate Commerce Commission (ICC) recently requested comments
on a proposed 180-day schedule for the review of railroad mergers and
specifically asked for comments on whether the new schedule should apply to
the BNI-SFP merger. BNI and SFP have asked the ICC to apply the proposed
new schedule to their merger. The ICC has the matter under consideration,
and it has not yet rendered a decision. A shortening of the schedule for
regulatory approval of the merger would substantially reduce SFP's ability
to make repurchases because SFP would have more opportunities to exceed the
appropriate quarterly tests under its agreements (including the credit
agreement) over a longer period of time.
SFP and BNI have made a joint tender offer to purchase 63 million
shares of SFP common stock for $20.00 per share in cash. Because of
possible proration in the tender offer, shareholders who tender may not
receive cash for all their shares. The tender offer is scheduled to expire
at midnight, February 8, unless extended. The tender offer may be extended
by SFP and BNI by giving notice to the Depositary and making a public
announcement. The offer is conditioned upon, among other things, at least
63 million shares of SFP common stock being validly tendered and approval
of the merger agreement between SFP and BNI by both companies' shareholders
at special meetings scheduled to be held on Tuesday, February 7, 1995.
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