SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Burlington Northern Santa Fe Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
12189T104
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(CUSIP Number)
Robert M. Hart, Esq.
Senior Vice President, General Counsel and Secretary
Alleghany Corporation
Park Avenue Plaza
New York, New York 10055
(212) 752-1356
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copies to:
Aileen C. Meehan, Esq.
Donovan Leisure Newton & Irvine
30 Rockefeller Plaza
New York, New York 10112
(212) 632-3338
September 22, 1995
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].
Check the following box if a fee is being paid with this statement [x].
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CUSIP No. 12189T104
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1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Alleghany Corporation
51-0283071
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds (See Instructions)
00
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5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) _______.
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6. Citizenship or Place of Organization
Delaware
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Number of 7. Sole Voting Power
Shares 4,874,305
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Beneficially 8. Shared Voting Power
Owned by 2,557,109
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Each Reporting 9. Sole Dispositive Power
Person With 4,874,305
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10. Shared Dispositive Power
2,557,109
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
7,431,414
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
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13. Percent of Class Represented by Amount in Row (11)
5.2%*
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14. Type of Reporting Person (See Instructions)
CO
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* Based on estimated 142,000,000 shares of common stock outstanding as
reported in a press release issued by Burlington Northern Santa Fe
Corporation on September 22, 1995.
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Item 1. Security and Issuer.
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This Statement on Schedule 13D (the "Schedule 13D") relates to shares
of the Common Stock, par value $0.01 per share (the "Common Stock"), of
Burlington Northern Santa Fe Corporation, a Delaware corporation ("BNSF").
The address of BNSF's principal executive offices is 3800 Continental
Plaza, 777 Main Street, Fort Worth, Texas 76102-5384.
Item 2. Identity and Background.
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This Schedule 13D is filed by Alleghany Corporation, a Delaware
corporation ("Alleghany"). The address of the principal office of
Alleghany is Park Avenue Plaza, New York, New York 10055. Alleghany is
engaged, through its subsidiaries Chicago Title and Trust Company
("CT&T"), Chicago Title Insurance Company ("Chicago Title"), Security
Union Title Insurance Company ("Security Union") and Ticor Title Insurance
Company ("Ticor Title") and their subsidiaries (including Ticor Title
Guarantee Company ("Ticor Title Guarantee"), a subsidiary of Ticor
Title), in the sale and underwriting of title insurance and in certain
other financial services businesses. Alleghany is also engaged, through
its subsidiary Underwriters Reinsurance Company ("Underwriters"), in the
property and casualty reinsurance business, and through Underwriters'
subsidiary Underwriters Insurance Company ("UIC") in the property and
casualty insurance business. In addition, Alleghany is engaged through
its subsidiaries World Minerals Inc., Celite Corporation and Harborlite
Corporation and their subsidiaries, in the industrial minerals business.
Alleghany conducts a steel fastener importing and distribution business
through its Heads and Threads division.
Attached as Appendix I hereto, which appendix is specifically
incorporated in this Item 2, is a list of the executive officers and
directors of Alleghany and the persons who may be deemed to be controlling
persons of Alleghany. Appendix I also contains, with respect to each such
person, his or her residence or business address and his or her present
principal occupation or employment and the name, principal business and
address of any corporation or other organization in which such employment
is conducted. Each such person is a citizen of the United States.
As more fully described in Appendix I, as of September 13, 1995, F.M.
Kirby, Chairman of the Board of Alleghany, Allan P. Kirby, Jr., a director
of Alleghany, and their sisters Grace Kirby Culbertson and Ann Kirby Kirby
were believed to own approximately 36 percent of the outstanding common
stock of Alleghany.
During the last five years, neither Alleghany nor, to the best
knowledge of Alleghany, any person listed in Appendix I has (i) been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors), or (ii) been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result
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of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or of a finding of any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
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As more fully described in Item 4 below, the Common Stock of BNSF
beneficially owned by Alleghany was acquired by Alleghany upon the
distribution of shares of BNSF Common Stock to shareholders of Santa Fe
Pacific Corporation ("SFP") in exchange for their shares of SFP common
stock pursuant to the business combination between SFP and Burlington
Northern, Inc. ("BNI"), which became effective on September 22, 1995.
Prior to the effective date of the business combination, Alleghany owned
approximately 11.8% of the outstanding shares of common stock of SFP.
Item 4. Purpose of the Transaction.
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On September 22, 1995, BNSF announced that the business combination
between BNI and SFP had become effective. BNI and SFP are subsidiaries of
BNSF, a new public company. As a result of the business combination, each
share of outstanding SFP common stock was exchanged for 0.41143945 of a
share of newly issued Common Stock of BNSF and each share of BNI common
stock was exchanged for one share of newly issued Common Stock of BNSF.
Prior to the effective time, Alleghany beneficially owned 18,061,996
shares of SFP common stock which were converted into 7,431,414 shares of
Common Stock of BNSF. Based upon the estimate of 142,000,000 shares of
Common Stock of BNSF outstanding reported in BNSF's September 22 press
release announcing completion of the business combination, the 7,431,414
shares of Common Stock of BNSF beneficially owned by Alleghany represent
approximately 5.2% of the outstanding Common Stock of BNSF.
Alleghany intends from time to time, depending upon market
conditions, the state of affairs of BNSF and of the businesses in which it
is engaged and other factors, to acquire, directly or indirectly through
one or more of its subsidiaries, additional shares of the Common Stock of
BNSF, subject to applicable laws and to the availability of shares at
prices deemed favorable by Alleghany. Alleghany will continue to consider
its equity interest in BNSF and reserves the right to formulate such plans
or proposals, and to take such action, as may seem appropriate in the
circumstances existing at any future date.
On September 29, 1995, Alleghany filed with the Federal Trade
Commission (the "FTC") and the Antitrust Division of the Department of
Justice (the "Antitrust Division") a Notification and Report Form under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the
"HSR Act"), to permit the acquisition of shares of Common Stock of BNSF
constituting less than 15% of the outstanding shares of Common Stock of
BNSF. Pursuant to the HSR Act and the rules promulgated thereunder, a
person may be required to file a Notification and Report Form and to
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observe a waiting period before purchasing shares of Common Stock having a
market value in excess of $15 million. Since Alleghany received shares of
Common Stock of BNSF having a market value in excess of $15 million as a
result of the business combination between BNI and SFP, Alleghany is
required to file a Notification and Report Form and to observe a waiting
period before purchasing additional shares of Common Stock of BNSF. Such
Notification and Report Form must indicate the amount for which permission
to purchase is sought within the following ranges: (a) more than $15
million market value but less than 15% of the outstanding shares of Common
Stock, (b) 15% or more of the outstanding shares of Common Stock but less
than 25% of the outstanding shares of Common Stock, (c) 25% or more of the
outstanding shares of Common Stock but less than 50% of the outstanding
shares of Common Stock, and (d) 50% or more of the outstanding shares of
Common Stock. The waiting period in respect of Alleghany's Notification
and Report Form will expire on or about October 29, 1995, unless such
waiting period is terminated earlier by the FTC or the Antitrust Division
or a request for additional information is received from the FTC or the
Antitrust Division.
John J. Burns, Jr., President and chief executive officer of
Alleghany, has been elected to the Board of Directors of BNSF, effective
September 22, 1995. In his capacity as a director of BNSF, Mr. Burns
will participate in consideration of matters relating to BNSF and its
business.
Except as set forth above, Alleghany has no present plans or
intentions which would result in or relate to any of the transactions
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
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(a) As of the close of business on September 22, 1995, Alleghany
beneficially owned 7,431,414 shares of the Common Stock of BNSF. Based
upon the estimate of 142,000,000 shares of Common Stock of BNSF
outstanding reported in BNSF's September 22 press release announcing
completion of the business combination, the 7,431,414 shares of Common
Stock of BNSF beneficially owned by Alleghany represent approximately 5.2%
of the outstanding Common Stock of BNSF. As of the close of business on
September 22, 1995, John J. Burns, Jr., President, chief executive officer
and a director of Alleghany and, as described in Item 4 above, a director
of BNSF, beneficially owned 411 shares of Common Stock of BNSF which
shares were received by Mr. Burns in exchange for 1,000 shares of SFP
common stock pursuant to the business combination between BNI and SFP.
(b) Alleghany has the sole power to vote, or to direct the vote of,
and sole power to dispose of, or to direct the disposition of, 4,874,305
shares of the 7,431,414 shares of Common Stock of BNSF beneficially owned
by Alleghany.
Alleghany has shared voting and investment power with respect to
2,557,109 shares of the 7,431,414 shares of Common Stock of BNSF
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beneficially owned by Alleghany. The shares as to which Alleghany has
shared voting and investment power are owned by subsidiaries of Alleghany
as follows:
Number of Shares of
Subsidiary and Common Stock of
Address of Principal Office BNSF
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Chicago Title Insurance Company 51,018
171 North Clark Street
Chicago, Illinois 60601
Ticor Title Insurance Company 18,926
1717 Walnut Grove Avenue
Rosemead, California 91770
Ticor Title Guarantee Company 3,702
1717 Walnut Grove Avenue
Rosemead, California 91770
Security Union Title Insurance 8,640
Company
1717 Walnut Grove Avenue
Rosemead, California 91770
Underwriters Reinsurance Company 420,719
22801 Ventura Boulevard
Woodland Hills, California 91365
Underwriters Insurance Company 2,054,104
22801 Ventura Boulevard
Woodland Hills, California 91365
Information concerning the principal business of each of Chicago Title,
Ticor Title, Ticor Title Guarantee, Security Union, Underwriters and UIC
is set forth in Item 2 above, and specifically incorporated in this Item
5.
Mr. Burns has the sole power to vote, or to direct the vote of, and
sole power to dispose of, or to direct the disposition of, the 411 shares
of Common Stock of BNSF beneficially owned by him as described in Item
5(a) above.
(c) Except for the acquisition of shares of Common Stock of BNSF in
exchange for shares of common stock of SFP as a result of the business
combination between BNI and SFP which was completed on September 22, 1995,
neither Alleghany nor Mr. Burns has effected any transaction in the Common
Stock of BNSF during the past 60 days.
(d) No person other than Alleghany has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the
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sale of, the shares of Common Stock of BNSF beneficially owned by
Alleghany disclosed in Item 5(a) above, except as to those shares of the
Common Stock of BNSF held by Chicago Title, Ticor Title, Ticor Title
Guarantee, Security Union, Underwriters and UIC as described in
subparagraph (b) of this Item 5. No person other than Mr. Burns has the
right to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, the shares of Common Stock of BNSF
beneficially owned by him disclosed in Item 5(a) above.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
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Respect to Securities of the Issuer.
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There are no contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons referred to in Item 2 or between
such persons and any other person with respect to any of the securities of
BNSF, including, but not limited to, any relating to the transfer or
voting of any of such securities, finder's fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
Item 7. Material to be filed as Exhibits.
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None.
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SIGNATURE
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After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.
Dated: October 2, 1995
ALLEGHANY CORPORATION
By: /s/ David B. Cuming
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David B. Cuming
Senior Vice President
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APPENDIX I
The directors and executive officers of Alleghany and certain persons
who may be deemed to be controlling persons of Alleghany, together with
the business or residence address, present principal occupation or
employment, and the name and (if other than Alleghany or a subsidiary of
Alleghany) principal business of any corporation or other organization in
which such occupation or employment is conducted, for each such person,
appear below.
Principal Occupation
Name and Address or Employment
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F.M. Kirby (1) (2) Chairman of the Board and
17 De Hart Street Member of the Executive
Post Office Box 151 Committee, Alleghany
Morristown, New Jersey
07963-0151
John J. Burns, Jr. (1) President, chief executive
Alleghany Corporation officer and chief operating
Park Avenue Plaza officer; Member of the
New York, New York 10055 Executive Committee,
Alleghany
Dan R. Carmichael (1) President and Chief Executive
IVANS, Inc. Officer IVANS, Inc.,
777 W. Putnam Avenue (communications technology
Greenwich, Connecticut 06830 and remarketer)
Grace Kirby Culbertson (2) Housewife
Blue Mill Road
Morristown, New Jersey 07960
David B. Cuming Senior Vice President and
Alleghany Corporation chief financial officer,
Park Avenue Plaza Alleghany
New York, New York 10055
Robert M. Hart Senior Vice President,
Alleghany Corporation General Counsel and
Park Avenue Plaza Secretary, Alleghany
New York, New York 10055
Allan P. Kirby, Jr. (1) (2) President, Liberty Square,
14 East Main Street Inc. (investments);
P.O. Box 90 Chairman of the Executive
Mendham, New Jersey Committee, Alleghany
07945-0090
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Ann Kirby Kirby (2) Housewife
c/o Carter, Ledyard & Milburn
2 Wall Street
New York, New York 10005
William K. Lavin (1) Consultant
International Office
Centers Corp.
One World Trade Center
Suite 7967 - Room 34
New York, New York 10048
Peter R. Sismondo Vice President, Controller,
Alleghany Corporation Treasurer and Assistant
Park Avenue Plaza Secretary, Alleghany
New York, New York 10055
John E. Tobin (1) Retired (formerly partner,
100 Ackerman Avenue law firm of Dorsey &
Ho-Ho-Kus, New Jersey 07423 Whitney); Member of the
Executive Committee,
Alleghany
Richard P. Toft Senior Vice President,
Chicago Title and Trust Alleghany; Chairman,
Company President and Chief
171 North Clark Street Executive Officer, Chicago
Chicago, Illinois 60601 Title and Trust Company;
Chairman, Chicago Title
Insurance Company
James F. Will (1) President and Chief Executive
Armco Inc. Officer, Armco Inc. (steel
650 Washington Road manufacturing and metals
Pittsburgh, Pennsylvania 15228 processing)
Paul F. Woodberry (1) Financial Consultant
Post Office Box 639
Lompoc, California 93438
S. Arnold Zimmerman (1) Retired (formerly Senior Vice
Featherbed Lane President, General Counsel
New Vernon, New Jersey 07976 and Secretary, Avon
Products, Inc.)
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FOOTNOTES
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(1) Director of Alleghany.
(2) On September 13 1995, Allan P. Kirby, Jr. held an irrevocable power
of attorney as to 73,946 shares of the common stock of Alleghany
("Alleghany Common Stock") owned by his children, and 305,655 shares
of Alleghany Common Stock were held by a trust of which Mr. Kirby is
co-trustee and beneficiary. Mr. Kirby disclaims beneficial ownership
of the shares of Alleghany Common Stock held by his children. Mr.
Kirby held 210,777 shares of Alleghany Common Stock directly and
stock options, granted pursuant to Alleghany's Directors' Stock
Option Plan, to purchase 7,727 shares of Alleghany Common Stock.
On September 13, 1995, 110,344 shares of Alleghany Common Stock were
held by F.M. Kirby as sole trustee of trusts for the benefit of his
children; 415,448 shares of Alleghany Common Stock were held by a
trust of which Mr. Kirby is co-trustee and primary beneficiary; and
191,564 shares of Alleghany Common Stock were held by trusts for the
benefit of his children and his children's descendents as to which
Mr. Kirby was granted a proxy and, therefore, had shared voting
power. Mr. Kirby disclaims beneficial ownership of the shares of
Alleghany Common Stock held for the benefit of his children and for
the benefit of his children and his children's descendants. Mr.
Kirby held 170,676 shares of Alleghany Common Stock directly.
On September 13, 1995, 40,263 shares of Alleghany Common Stock were
held by Grace Kirby Culbertson as co-trustee of trusts for the
benefit of her children, and 210,220 shares of Alleghany Common Stock
were held by trusts for the benefit of Mrs. Culbertson and her
descendants, of which Mrs. Culbertson is co-trustee. Mrs. Culbertson
held 135,592 shares of Alleghany Common Stock directly.
Ann Kirby Kirby has disclaimed being a controlling person or member
of a controlling group with respect to Alleghany, and has declined to
supply information with respect to her ownership of Alleghany Common
Stock. However, Mrs. Kirby filed a statement on Schedule 13D dated
April 5, 1982 with the Securities and Exchange Commission reporting
beneficial ownership, both direct and indirect through various
trusts, of 710,667 shares of the common stock of Alleghany
Corporation, a Maryland corporation and the predecessor of Alleghany
("Old Alleghany"). Upon the liquidation of Old Alleghany in December
1986, stockholders received $43.05 in cash and one share of Alleghany
Common Stock for each share of Old Alleghany common stock. The stock
ownership information provided herein as to Ann Kirby Kirby is based
solely on her statement on Schedule 13D, and may have changed since
the date thereof.
