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As filed with the Securities and Exchange Commission, Pursuant to EDGAR, on
November 14, 1995
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________________
BURLINGTON NORTHERN SANTA FE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 41-1804964
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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<S> <C>
3800 Continental Plaza, 777 Main Street Jeffrey R. Moreland, Esquire
Fort Worth, Texas 76102 3800 Continental Plaza, 777 Main Street
(817) 333-2000 Fort Worth, Texas 76102
(Address, including zip code, and telephone (817) 333-2000
number, including area code, of registrant's (Name, address, including zip code, and telephone
principal executive offices) number, including area code, of agent for service)
</TABLE>
____________________________
Copies to:
James J. Junewicz Robert M. Thomas, Jr.
Mayer, Brown & Platt Sullivan & Cromwell
190 South LaSalle Street 125 Broad Street
Chicago, Illinois 60603 New York, New York 10004
(312) 782-0600 (212) 558-4000
____________________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time as determined by market conditions after this Registration Statement
becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [x]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box.[ ]
CALCULATION OF REGISTRATION FEE
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PROPOSED
MAXIMUM
TITLE OF EACH CLASS OF OFFERING PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE AMOUNT TO PRICE PER AGGREGATE OFFERING REGISTRATION
REGISTERED BE REGISTERED UNIT PRICE(1) FEE
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<S> <C> <C> <C> <C>
Debt Securities $1,000,000,000 100% $1,000,000,000(2) $200,000
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</TABLE>
(1) Estimated pursuant to Rule 457 under the Securities Act of 1933 solely
for the purpose of calculating the registration fee.
(2) Or, if any Debt Securities are issued (i) with a principal amount
denominated in a foreign currency (including a composite currency),
such principal amount as shall result in an aggregate initial offering
price the equivalent of $1,000,000,000 or (ii) at an original issue
discount, such greater principal amount as shall result in an
aggregate initial offering price of $1,000,000,000.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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SUBJECT TO COMPLETION, DATED NOVEMBER __, 1995
BURLINGTON NORTHERN SANTA FE CORPORATION
Debt Securities
_________________
Burlington Northern Santa Fe Corporation ("BNSF" or the "Company") may
from time to time offer debt securities consisting of bonds, debentures, notes,
or other evidences of indebtedness in one or more series at an aggregate
initial offering price not to exceed $1,000,000,000 or its equivalent in any
other currency or composite currency ("Debt Securities"). The Debt Securities
may be offered as separate series in amounts, at prices, and on terms to be
determined at the time of sale. The accompanying Prospectus Supplement sets
forth with regard to the series of Debt Securities in respect of which this
Prospectus is being delivered the title, aggregate principal amount,
denominations (which may be in United States dollars, in any other currency or
in a composite currency), maturity, rate, if any (which may be fixed or
variable), and time of payment of any interest, any terms for redemption at the
option of the Company or the holder, any terms for sinking fund payments, any
listing on a securities exchange, and the initial public offering price and any
other terms in connection with the offering and sale of such Debt Securities.
The Company may sell Debt Securities to or through one or more
underwriters or dealers, and also may sell Debt Securities directly to other
purchasers or through agents. The accompanying Prospectus Supplement sets
forth the names of any underwriters or agents involved in the sale of the Debt
Securities in respect of which this Prospectus is being delivered, the
principal amounts, if any, to be purchased by underwriters and the
compensation, if any, of such underwriters or agents. See "Plan of
Distribution" for possible indemnification arrangements for underwriters,
agents, and their controlling persons.
This Prospectus may not be used to consummate sales of securities
unless accompanied by a Prospectus Supplement.
_______________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
______________
The date of this Prospectus is [ ], 1995.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
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AVAILABLE INFORMATION
The Company and Burlington Northern Inc. ("BNI") are subject to the
informational requirements of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") and in accordance therewith file reports, proxy statements
and other information with the Securities and Exchange Commission (the
"Commission"); Santa Fe Pacific Corporation ("SFP") was subject to the
informational requirements of the Exchange Act prior to November 13, 1995.
Reports, proxy and information statements and other information filed with the
Commission can be inspected and copied during normal business hours at the
public reference facilities maintained by the Commission at Room 1024, 450
Fifth Street, N.W., Washington, D.C. 20549, and should be available at its
regional offices at 7 World Trade Center, Thirteenth Floor, New York, New York
10048; and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
Copies of such material can be obtained at prescribed rates from the Public
Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C.
20549. Such reports, proxy and information statements, and other information
concerning the Company can also be inspected at the offices of the New York
Stock Exchange (the "NYSE"), 20 Broad Street, New York, New York 10005, the
Chicago Stock Exchange Incorporated, One Financial Place, 440 South LaSalle
Street, Chicago, Illinois 60605, and the Pacific Stock Exchange, 301 Pine
Street, San Francisco, California 94104.
This Prospectus constitutes a part of a registration statement on Form
S-3 (together with all amendments and exhibits, the "Registration Statement")
filed by the Company (File No. 33-_____) with the Commission under the
Securities Act of 1933, as amended (the "Securities Act"). This Prospectus
omits certain of the information contained in the Registration Statement, and
reference is hereby made to the Registration Statement and to the exhibits
relating thereto for further information with respect to the Company and the
Debt Securities offered hereby. Any statements contained herein concerning the
provisions of any document are not necessarily complete, and, in each instance,
reference is made to the copy of such document filed as an exhibit to the
Registration Statement or otherwise filed with the Commission. Each such
statement is qualified in its entirety by such reference.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents previously filed by the Company under the
Exchange Act with the Commission are incorporated herein by reference: (1)
Quarterly Report on Form 10-Q for quarter ended September 30, 1995; and (2)
Current Reports on Form 8-K dated September 22, 1995 (and Form 8-K/A with
respect thereto [not yet filed]).
The following documents previously filed by BNI under the Exchange Act
with the Commission are incorporated herein by reference: (1) Annual Report on
Form 10-K for the year ended December 31, 1994; (2) Quarterly Reports on Form
10-Q for the quarters ended March 31, 1995, June 30, 1995, and September 30,
1995; and (3) the Current Report on Form 8-K dated January 19, 1995, January
24, 1995 (and Form 8-K/A with respect thereto), and September 22, 1995.
The following documents previously filed by SFP under the Exchange Act
with the Commission are incorporated herein by reference: (1) Annual Report on
Form 10-K for the year ended December 31, 1994; (2) Quarterly Reports on Form
10-Q for the quarters ended March 31, 1995 and June 30, 1995; and (3) the
Current Reports on Form 8-K dated January 18, 1995, January 24, 1995, February
21, 1995, March 17, 1995, April 19, 1995, May 31, 1995, and September 22, 1995.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14, or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the Offering shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other
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subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus has been delivered a copy of any or all of the documents referred to
above which have been or may be incorporated by reference herein other than
exhibits to such documents (unless such exhibits are specifically incorporated
by reference therein). Requests for such copies should be directed to
Burlington Northern Santa Fe Corporation, 3800 Continental Plaza, 777 Main
Street, Fort Worth, Texas 76102, Attention: Corporate Secretary, telephone
number (817) 333-2000.
Unless otherwise indicated, currency amounts in the Prospectus and any
Prospectus Supplement are stated in United States dollars ("$" or "dollars").
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THE COMPANY
The Company is engaged primarily in railroad transportation through
its two principal indirect subsidiaries, Burlington Northern Railroad Company
("BNRR") and The Atchison, Topeka and Santa Fe Railway Company ("ATSF"). Both
railroads are major Class I carriers. Through those subsidiaries, the Company
operates the largest railroad network in the United States, with more than
31,000 route miles reaching across 27 states and two Canadian provinces.
The Company serves all major ports in the western United States,
certain Mexican and Canadian gateways and Gulf ports, important gateways to the
eastern United States and most major cities in the midwestern and southwestern
United States. The principal cities served by the Company's rail subsidiaries
include Albuquerque, Billings, Birmingham, Cheyenne, Chicago, Denver, Des
Moines, Duluth/Superior, Fargo/Moorhead, Fort Worth/Dallas, Galveston, Houston,
Kansas City, Los Angeles, Lincoln, Memphis, Mobile, Omaha, Pensacola, Phoenix,
Portland, St. Louis, St. Paul/Minneapolis, the San Francisco Bay area, Seattle,
Spokane, Springfield (Missouri), Tacoma, Tulsa, Wichita, Vancouver (British
Columbia), Winnipeg (Manitoba) and the United States/Mexico crossings of El
Paso and San Diego.
In addition to direct single line service, the Company has interline
rail carrier relationships and voluntary coordination agreements, trackage
agreements, haulage agreements and cooperative service agreements with other
railroads. Through such agreements, the Company has extended its service into
the Northeast and Southeast regions of the United States.
The Company derives a substantial portion of its revenues from the
transportation of coal, agricultural commodities and intermodal transportation.
Other significant aspects of the Company's rail business include the
transportation of forest products, chemicals and plastics, consumer products,
minerals, petroleum, iron and steel, vehicles and machinery, and aluminum,
nonferrous metals and ores.
On September 22, 1995, BNI and SFP consummated a business combination
(the "Merger") pursuant to which each became a direct or indirect wholly owned
subsidiary of the Company. The Company was incorporated in the State of
Delaware on December 16, 1994 for the purpose of effecting the Merger. The
Current Report on Form 8-K, as amended (Date of earliest event reported:
September 22, 1995) and incorporated herein by reference, contains pro forma
financial information about the Company.
The Company's principal executive offices are located at 3800
Continental Plaza, 777 Main Street, Fort Worth, Texas 76102, telephone number
(817) 333-2000.
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RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to fixed charges
of the Company for each of the five years ended December 31, 1994, and for the
nine month periods ended September 30, 1995 and 1994.
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<CAPTION>
Nine Months Ended
September 30, Year Ended December 31,
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1995 1994 1994 1993 1992 1991 1990
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Earnings to Fixed Charges(1) 3.57X 3.36X 3.70X 3.19X 2.58X 2.01X
Deficiency in earnings to cover fixed
charges in millions(2) $490
</TABLE>
(1) For purposes of this ratio, earnings are calculated by adding fixed
charges (excluding capitalized interest) to income (loss) from
continuing operations. Fixed charges consist of interest on
indebtedness (including amortization of debt discount and premium) and
the portion of rental expense representative of an interest factor.
(2) The ratio of earnings to fixed charges, before the 1991 special
charge of $708 million, was 1.65X. Additional earnings of $490
million for the year ended December 31, 1991 would have been necessary
to cover fixed charges.
USE OF PROCEEDS
Unless otherwise specified in the applicable Prospectus Supplement,
net proceeds from the sale of the Debt Securities will be used for general
corporate purposes, including working capital, capital expenditures and debt
repayment.
DESCRIPTION OF DEBT SECURITIES
The Debt Securities are to be issued under an Indenture (the
"Indenture"), between the Company and The First National Bank of Chicago, as
Trustee (the "Trustee"), a copy of which is filed as an exhibit to the
Registration Statement of which this Prospectus is a part. The Debt Securities
may be issued from time to time in one or more series. The particular terms of
each series, or of Debt Securities forming a part of a series, which are
offered by a Prospectus Supplement will be described in such Prospectus
Supplement.
The following summaries of certain provisions of the Indenture do not
purport to be complete and are subject, and are qualified in their entirety by
reference, to all the provisions of the Indenture, including the definitions
therein of certain terms, and, with respect to any particular Debt Securities,
to the description of the terms thereof included in the Prospectus Supplement
relating thereto. Wherever particular Sections or defined terms of the
Indenture are referred to herein or in a Prospectus Supplement, such Sections
or defined terms are incorporated by reference herein or therein, as the case
may be.
The Company is a holding company, conducting its operations through
its operating subsidiaries. Accordingly, the Company's ability to service the
Debt Securities is dependent, in part, on its ability to obtain dividends or
loans from such operating subsidiaries which may be subject to contractual
restrictions. In addition, the rights of the Company and the rights of its
creditors, including holders of the Debt Securities, to participate in any
distribution of the assets of a subsidiary upon the liquidation or
recapitalization of such subsidiary will be subject to the prior claims of the
subsidiary's creditors except to the extent the Company itself may be a
creditor with recognized claims against the subsidiary.
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The covenants in the Indenture would not necessarily afford the
holders of the Debt Securities protection in the event of a decline in the
Company's credit quality resulting from highly leveraged or other transactions
involving the Company.
GENERAL
The Indenture provides that Debt Securities in separate series may be
issued thereunder from time to time without limitation as to aggregate
principal amount. The Company may specify a maximum aggregate principal amount
for the Debt Securities of any series. (Section 301) The Debt Securities are to
have such terms and provisions which are not inconsistent with the Indenture,
including as to maturity, principal and interest, as the Company may determine.
Except as provided in Section 1008, the Debt Securities will be unsecured
obligations of the Company and will rank on a parity with all other unsecured
and unsubordinated indebtedness of the Company.
The applicable Prospectus Supplement will set forth the price or
prices at which the Debt Securities to be offered will be issued and will
describe the following terms of such Debt Securities: (1) the title of such
Debt Securities; (2) any limit on the aggregate principal amount of such Debt
Securities of series of which they are a part; (3) the date or dates, or the
method by which such date or dates will be determined or extended, on which the
principal of any of such Debt Securities will be payable; (4) the rate or rates
at which any of such Debt Securities will bear interest, if any, or the method
by which such rate or rates shall be determined, the date or dates from which
any such interest will accrue, the Interest Payment Dates on which any such
interest will be payable and the Regular Record Date for any such interest
payable on any Interest Payment Date, or the method by which such date or dates
shall be determined, and the basis upon which interest shall be calculated if
other than that of a 360-day year of twelve 30-day months; (5) the place or
places where the principal of and any premium and interest on any of such Debt
Securities will be payable; (6) the period or periods within which, the price
or prices at which and the terms and conditions on which any of such Debt
Securities may be redeemed, in whole or in part, at the option of the Company;
(7) the obligation, if any, of the Company to redeem or purchase any of such
Debt Securities pursuant to any sinking fund or analogous provision or at the
option of the Holder thereof, and the period or periods within which, the price
or prices at which and the terms and conditions on which any of such Debt
Securities will be redeemed or purchased, in whole or in part, pursuant to any
such obligation; (8) the denominations in which any of such Debt Securities
will be issuable, if other than denominations of $1,000 and any integral
multiple thereof; (9) if the amount of principal of or any premium or interest
on any of such Debt Securities may be determined with reference to an index or
pursuant to a formula, the manner in which such amounts will be determined;
(10) if other than the currency of the United States of America, the currency,
currencies or currency units in which the principal of or any premium or
interest on any of such Debt Securities will be payable (and the manner in
which the equivalent of the principal amount thereof in the currency of the
United States of America is to be determined for any purpose, including for the
purpose of determining the principal amount deemed to be Outstanding at any
time); (11) if the principal of or any premium or interest on any of such Debt
Securities is to be payable, at the election of the Company or the Holder
thereof, in one or more currencies or currency units other than those in which
such Debt Securities are stated to be payable, the currency, currencies or
currency units in which payment of any such amount as to which such election is
made will be payable, the periods within which and the terms and conditions
upon which such election is to be made and the amount so payable (or the manner
in which such amount is to be determined); (12) the percentage of the principal
amount at which such Debt Securities will be issued and, if other than the
entire principal amount thereof, the portion of the principal amount of any of
such Debt Securities which will be payable upon declaration of acceleration of
the Maturity thereof or the method by which such portion shall be determined;
(13) if the principal amount payable at the Stated Maturity of any of such Debt
Securities will not be determinable as of any one or more dates prior to the
Stated Maturity, the amount which will be deemed to be such principal amount as
of any such date for any purpose, including the principal amount thereof which
will be due and payable upon any Maturity other than the Stated Maturity or
which will be deemed to be Outstanding as of any such date (or, in any such
case, the manner in which such deemed principal amount is to be determined);
(14) any variation from the application of the provisions of the Indenture
described under "Defeasance and Covenant
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Defeasance-- Defeasance and Discharge" or "Defeasance and Covenant
Defeasance--Covenant Defeasance", or under both such captions; (15) whether any
of such Debt Securities will be issuable in whole or in part in the form of one
or more Global Securities and, if so, the respective Depositaries for such
Global Securities, the form of any legend or legends to be borne by any such
Global Security in addition to or in lieu of the legend referred to under
"Form, Exchange and Transfer--Global Securities" and, if different from those
described under such caption, any circumstances under which any such Global
Security may be exchanged in whole or in part for Debt Securities registered,
and any transfer of such Global Security in whole or in part may be registered,
in the names of Persons other than the Depositary for such Global Security or
its nominee; (16) any addition to or change in the Events of Default applicable
to any of such Debt Securities and any change in the right of the Trustee or
the Holders to declare the principal amount of any of such Debt Securities and
any change in the right of the Trustee or the Holders to declare the principal
amount of any of such Debt Securities due and payable; (17) any addition to or
change in the covenants in the Indenture applicable to any of such Debt
Securities; and (18) any other terms of such Debt Securities not inconsistent
with the provisions of the Indenture. (Section 301)
Debt Securities, including Original Issue Discount Securities, may be
sold at a substantial discount below their principal amount. Certain special
United States federal income tax considerations (if any) applicable to Debt
Securities sold at an original issue discount may be described in the
applicable Prospectus Supplement. In addition, certain special United States
federal income tax or other considerations (if any) applicable to any Debt
Securities which are denominated in a currency or currency unit other than
United States dollars may be described in the applicable Prospectus Supplement.
FORM, EXCHANGE AND TRANSFER
The Debt Securities of each series will be issuable only in fully
registered form, without coupons, and, unless otherwise specified in the
applicable Prospectus Supplement, only in denominations of $1,000 and integral
multiples thereof. (Section 302)
At the option of the Holder, subject to the terms of the Indenture and
the limitations applicable to Global Securities, Debt Securities of each series
will be exchangeable for other Debt Securities of the same series of any
authorized denomination and of a like tenor and aggregate principal amount.
(Section 305)
Subject to the terms of the Indenture and the limitations applicable
to Global Securities, Debt Securities may be presented for exchange as provided
above or for registration of transfer (duly endorsed or with the form of
transfer duly executed) at the office of the Security Registrar or at the
office of any transfer agent designated by the Company for such purpose. No
service charge will be made for any registration of transfer or exchange of
Debt Securities, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
Such transfer or exchange will be effected upon the Security Registrar or such
transfer agent, as the case may be, being satisfied with the documents of title
and identity of the person making the request. The Company has appointed the
Trustee as Security Registrar. Any transfer agent (in addition to the Security
Registrar) initially designated by the Company for any Debt Securities will be
named in the applicable Prospectus Supplement. (Section 305) The Company may at
any time designate additional transfer agents or rescind the designation of any
transfer agent or approve a change in the office through which any transfer
agent acts, except that the Company will be required to maintain an office or
agency in each Place of Payment for the Debt Securities of each series.
(Section 1002)
If the Debt Securities of any series (or of any series and specified
tenor) are to be redeemed in part, the Company will not be required to (i)
issue, register the transfer of or exchange any Debt Security of that series
(or of that series and specified tenor, as the case may be) during a period
beginning at the opening of business 15 days before the day of mailing of a
notice of redemption of any such Debt Security that may be selected for
redemption and ending at the close of business on the day of such mailing or
(ii) register the transfer of or exchange any Debt
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Security so selected for redemption, in whole or in part, except the unredeemed
portion of any such Debt Security being redeemed in part. (Section 305)
GLOBAL SECURITIES
Some or all of the Debt Securities of any series may be represented,
in whole or in part, by one or more Global Securities which will have an
aggregate principal amount equal to that of the Debt Securities represented
thereby. Each Global Security will be registered in the name of a Depositary
or a nominee thereof identified in the applicable Prospectus Supplement, will
be deposited with such Depositary or nominee or a custodian therefor and will
bear a legend regarding the restrictions on exchanges and registration of
transfer thereof referred to below and any such other matters as may be
provided for pursuant to the Indenture.
Notwithstanding any provision of the Indenture or any Debt Security
described herein, no Global Security may be exchanged in whole or in part for
Debt Securities registered, and no transfer of a Global Security in whole or in
part may be registered, in the name of any Person other than the Depositary for
such Global Security or any nominee of such Depositary unless (i) the
Depositary has notified the Company that it is unwilling or unable to continue
as Depositary for such Global Security or has ceased to be qualified to act as
such as required by the Indenture, (ii) there shall have occurred and be
continuing an Event of Default with respect to the Debt Securities represented
by such Global Security or (iii) there shall exist such circumstances, if any,
in addition to or in lieu of those described above as may be described in the
applicable Prospectus Supplement. All securities issued in exchange for a
Global Security or any portion thereof will be registered in such names as the
Depositary may direct. (Sections 204 and 305)
As long as the Depositary, or its nominee, is the registered Holder of
a Global Security, the Depositary or such nominee, as the case may be, will be
considered the sole owner and Holder of such Global Security and the Debt
Securities represented thereby for all purposes under the Debt Securities and
the Indenture. Except in the limited circumstances referred to above, owners
of beneficial interests in a Global Security will not be entitled to have such
Global Security or any Debt Securities represented thereby registered in their
names, will not receive or be entitled to receive physical delivery of
certificated Debt Securities in exchange therefor and will not be considered to
be the owners or Holders of such Global Security or any Debt Securities
represented thereby for any purpose under the Debt Securities or the Indenture.
All payments of principal of and any premium and interest on a Global Security
will be made to the Depositary or its nominee, as the case may be, as the
Holder thereof. The laws of some jurisdictions require that certain purchasers
of securities take physical delivery of such securities in definitive form.
These laws may impair the ability to transfer beneficial interests in a Global
Security.
Ownership of beneficial interests in a Global Security will be limited
to institutions that have accounts with the Depositary or its nominee
("participants") and to persons that may hold beneficial interests through such
participants. In connection with the issuance of any Global Security, the
Depositary will credit, on its book-entry registration and transfer system, the
respective principal amounts of Debt Securities represented by the Global
Security to the accounts of its participants. Ownership of beneficial
interests in a Global Security will be shown only on, and the transfer of those
ownership interests will be effected only through, records maintained by the
Depositary (with respect to participants' interests) or any such participant
(with respect to interests of persons held by such participants on their
behalf). Payments, transfers, exchanges and other matters relating to
beneficial interests in a Global Security may be subject to various policies
and procedures adopted by the Depositary from time to time. None of the
Company, the Trustee or any agent of the Company or the Trustee will have any
responsibility or liability for any aspect of the Depositary's or any
participant's records relating to, or for payments made on account of,
beneficial interests in a Global Security, or for maintaining, supervising or
reviewing any records relating to such beneficial interests.
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Secondary trading in notes and debentures of corporate issuers is
generally settled in clearing-house or next-day funds. In contrast, beneficial
interests in a Global Security, in some cases, may trade in the Depositary's
same-day funds settlement system, in which secondary market trading activity in
those beneficial interests would be required by the Depositary to settle in
immediately available funds. There is no assurance as to the effect, if any,
that settlement in immediately available funds would have on trading activity
in such beneficial interests. Also, settlement or purchases of beneficial
interests in a Global Security upon the original issuance thereof may be
required to be made in immediately available funds.
PAYMENT AND PAYING AGENTS
Unless otherwise indicated in the applicable Prospectus Supplement,
payment of interest on a Debt Security on any Interest Payment Date will be
made to the Person in whose name such Debt Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest. (Section 307)
Unless otherwise indicated in the applicable Prospectus Supplement,
principal of and any premium and interest on the Debt Securities of a
particular series will be payable at the office of such Paying Agent or Paying
Agents as the Company may designate for such purpose from time to time, except
that at the option of the Company payment of any interest may be made by check
mailed to the address of the Person entitled thereto as such address appears in
the Security Register. Unless otherwise indicated in the applicable Prospectus
Supplement, the corporate trust office of the Trustee in the City of New York
or in Chicago, Illinois will be designated as the Company's sole Paying Agent
for payments with respect to Debt Securities of each series. Any other Paying
Agents initially designated by the Company for the Debt Securities of a
particular series will be named in the applicable Prospectus Supplement. The
Company may at any time designate additional Paying Agents or rescind the
designation of any Paying Agent or approve a change in the office through which
any Paying Agent acts, except that the Company will be required to maintain a
Paying Agent in each Place of Payment for the Debt Securities of a particular
series. (Section 1002)
Any money paid by the Company to a Paying Agent for the payment of the
principal of or any premium or interest on any Security which remains unclaimed
at the end of two years after such principal, premium or interest has become
due and payable may be repaid to the Company at the Company's request. (Section
1003)
NEGATIVE PLEDGE
In the Indenture, the Company covenants that it will not, and it will
not permit any subsidiary to, create, assume, incur or suffer to exist any Lien
upon any stock or indebtedness of BNRR and ATSF (each a "Restricted
Subsidiary") to secure any Obligation (other than the Debt Securities) of the
Company, any Subsidiary or other Person, unless all of the Outstanding
Securities are directly secured equally and ratably with such indebtedness;
provided, however, that any Restricted Subsidiary may secure any indebtedness
of such Restricted Subsdiary with other indebtedness of such Restricted
Subsidiary. (Section 1008) The Indenture defines the term Restricted
Subsidiary to include any successor or assign thereof, whether by merger or
otherwise.
CONSOLIDATION, MERGER AND SALE OF ASSETS
The Company may not consolidate with or merge into, or convey,
transfer or lease its properties and assets substantially as an entirety to,
any Person (a "successor Person"), and may not permit any Person to merge into,
or convey, transfer or lease its properties and assets substantially as an
entirety to, the Company, unless (i) the
9
<PAGE> 11
successor Person (if any) is a corporation, partnership, trust or other entity
organized and validly existing under the laws of any domestic jurisdiction and
assumes the Company's obligations on the Debt Securities and under the
Indenture and (ii) immediately after giving effect to the transaction, no Event
of Default, and no event which, after notice or lapse of time or both, would
become an Event of Default, shall have occurred and be continuing. (Section
801)
EVENTS OF DEFAULT
Each of the following will constitute an Event of Default under the
Indenture with respect to Debt Securities of any series: (a) failure to pay
principal of or any premium on any Debt Security of that series when due; (b)
failure to pay any interest on any Debt Securities of that series when due,
continued for 30 days; (c) failure to deposit any sinking fund payment, when
due, in respect of any Security of that series; (d) failure to perform or
breach of any other covenant or warranty of the Company in the Indenture with
respect to Debt Securities of that series (other than a covenant included in
the Indenture solely for the benefit of a series other than that series),
continued for 90 days after written notice has been given by the Trustee or the
Holders of at least 25% in principal amount of the Outstanding Securities of
all series, as provided in the Indenture; and (e) certain events in bankruptcy,
insolvency or reorganization.
If an Event of Default (other than an Event of Default described in
clause (d) above that is applicable to all Outstanding Securities) with respect
to the Debt Securities of any series at the time Outstanding shall occur and be
continuing, either the Trustee or the Holders of at least 25% in aggregate
principal amount of the Outstanding Securities of that series by notice as
provided in the Indenture may declare the principal amount of the Debt
Securities of that series (or, in the case of any Debt Security that is an
Original Issue Discount Security or the principal amount of which is not then
determinable, such portion of the principal amount of such Debt Security, or
such other amount in lieu of such principal amount, as may be specified in the
terms of such Debt Security) to be due and payable immediately. If an Event of
Default described in clause (d) above shall occur and be continuing, either the
Trustee or the Holders of at least 25% in aggregate principal amount of all the
Debt Securities then Outstanding (treated as one class) by notice as provided
in the Indenture may declare the principal amount (or, if any Debt Securities
are Original Issue Discount Securities, such portion of the principal amount as
may be specified in the terms thereof) of all the Debt Securities then
Outstanding to be due and payable immediately. After any acceleration of a
series, but before a judgment or decree based on acceleration, the Holders of a
majority in aggregate principal amount of the Outstanding Securities of that
series may, under certain circumstances, rescind and annul such acceleration if
all Events of Default, other than the non-payment of accelerated principal (or
other specified amount), have been cured or waived as provided in the
Indenture. (Section 502) For information as to waiver of defaults, see
"Modification and Waiver".
Subject to the provisions of the Indenture relating to the duties of
the Trustee in case an Event of Default shall occur and be continuing, the
Trustee will be under no obligation to exercise any of its rights or powers
under the Indenture at the request or direction of any of the Holders, unless
such Holders shall have offered to the Trustee reasonable indemnity. (Section
603) Subject to such provisions for the indemnification of the Trustee, the
Holders of a majority in aggregate principal amount of the Outstanding
Securities of any series will have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on the Trustee with respect to the Debt
Securities of that series. (Section 512)
No Holder of a Debt Security of any series will have any right to
institute any proceeding with respect to the Indenture, or for the appointment
of a receiver or a trustee, or for any other remedy thereunder, unless (i) such
Holder has previously given to the Trustee written notice of a continuing Event
of Default with respect to the Debt Securities of that series, (ii) the Holders
of at least 25% in aggregate principal amount of the Outstanding Securities of
that series have made written request, and such Holder or Holders have offered
reasonable indemnity, to the Trustee to institute such proceeding as trustee
and (iii) the Trustee has failed to institute such proceeding, and has
10
<PAGE> 12
not received from the Holders of a majority in aggregate principal amount of
the Outstanding Securities of that series a direction inconsistent with such
request, within 60 days after such notice, request and offer. (Section 507)
However, such limitations do not apply to a suit instituted by a Holder of a
Debt Security for the enforcement of payment of the principal of or any premium
or interest on such Debt Security on or after the applicable due date specified
in such Debt Security. (Section 508)
The Company will be required to furnish to the Trustee annually a
statement by certain of its officers as to whether or not the Company, to their
knowledge, is in default in the performance or observance of any of the terms,
provisions and conditions of the Indenture and, if so, specifying all such
known defaults. (Section 1004)
MODIFICATION AND WAIVER
Modifications and amendments of the Indenture may be made by the
Company and the Trustee with the consent of the Holders of a majority in
aggregate principal amount of the Outstanding Securities of each series
affected by such modification or amendment; provided, however, that no such
modification or amendment may, without the consent of the Holder of each
Outstanding Security affected thereby, (a) change the Stated Maturity of the
principal of, or any installment of principal of or interest on, any Debt
Security, (b) reduce the principal amount of, or any premium or interest on,
any Debt Security, (c) reduce the amount of principal of an Original Issue
Discount Security or any other Debt Security payable upon acceleration of the
Maturity thereof, (d) change the place or currency of payment of principal of,
or any premium or interest on, any Debt Security, (e) impair the right to
institute suit for the enforcement of any payment on or with respect to any
Debt Security, (f) reduce the percentage in principal amount of Outstanding
Securities of any series, the consent of whose Holders is required for
modification or amendment of the Indenture, (g) reduce the percentage in
principal amount of Outstanding Securities of any series necessary for waiver
of compliance with certain provisions of the Indenture or for waiver of certain
defaults, or (h) make certain modifications to such provisions with respect to
modification and waiver. (Section 902)
The Holders of a majority in principal amount of the Outstanding
Securities of any series may waive any past default or compliance with certain
restrictive provisions under the Indenture, except a default in the payment of
principal, premium or interest and certain covenants and provisions of the
Indenture which cannot be amended without the consent of the Holder of each
Outstanding Security of such series affected (Sections 513 and 1009)
The Indenture provides that in determining whether the Holders of the
requisite principal amount of the Outstanding Securities have given or taken
any direction, notice, consent, waiver or other action under the Indenture as
of any date, (i) the principal amount of an Original Issue Discount Security
that will be deemed to be Outstanding will be the amount of the principal
thereof that would be due and payable as of such date upon acceleration of the
Maturity thereof to such date, (ii) if, as of such date, the principal amount
payable at the Stated Maturity of a Debt Security is not determinable (for
example, because it is based on an index), the principal amount of such Debt
Security deemed to be Outstanding as of such date will be an amount determined
in the manner prescribed for such Debt Security and (iii) the principal amount
of a Debt Security denominated in one or more foreign currencies or currency
units that will be deemed to be Outstanding will be the U.S. dollar equivalent,
determined as of such date in the manner prescribed for such Debt Security, of
the principal amount of such Debt Security (or, in the case of a Debt Security
described in clause (i) or (ii) above, of the amount described in such clause).
Certain Debt Securities, including those for whose payment or redemption money
has been deposited or set aside in trust for the Holders and those that have
been fully defeased pursuant to Section 1302, will not be deemed to be
Outstanding. (Section 101)
Except in certain limited circumstances, the Company will be entitled
to set any day as a record date for the purpose of determining the Holders of
Outstanding Securities of any series entitled to give or take any direction,
notice, consent, waiver or other action under the Indenture, in the manner and
subject to the limitations provided in the Indenture. In certain limited
circumstances, the Trustee will be entitled to set a record date for action by
11
<PAGE> 13
Holders. If a record date is set for any action to be taken by Holders of a
particular series, such action may be taken only by persons who are Holders of
Outstanding Securities of that series on the record date. To be effective,
such action must be taken by Holders of the requisite principal amount of such
Debt Securities within a specified period following the record date. For any
particular record date, this period will be 180 days or such shorter period as
may be specified by the Company (or the Trustee, if it set the record date) and
may be shortened or lengthened (but not beyond 180 days) from time to time.
(Section 104)
DEFEASANCE AND COVENANT DEFEASANCE
Unless otherwise provided in the applicable Prospectus Supplement, the
provisions of Section 1402, relating to defeasance and discharge of
indebtedness, or Section 1403, relating to defeasance of certain restrictive
covenants in the Indenture, shall apply to the Debt Securities of any series or
to any specified part of a series. (Section 1401)
Defeasance and Discharge. Section 1402 of the Indenture provides that
the Company will be discharged from all its obligations with respect to such
Debt Securities (except for certain obligations to exchange or register the
transfer of Debt Securities, to replace stolen, lost or mutilated Debt
Securities, to maintain paying agencies and to hold moneys for payment in trust
and in respect of the Trustee) upon the deposit in trust for the benefit of the
Holders of such Debt Securities of money or U.S. Government Obligations, or
both, which, through the payment of principal and interest in respect thereof
in accordance with their terms, will provide money in an amount sufficient to
pay the principal of and any premium and interest on such Debt Securities on
the respective Stated Maturities in accordance with the terms of the Indenture
and such Debt Securities. Such defeasance or discharge may occur only if,
among other things, the Company has delivered to the Trustee an Opinion of
Counsel to the effect that the Company has received from, or there has been
published by, the United States Internal Revenue Service a ruling, or there has
been a change in tax law, in either case to the effect that Holders of such
Debt Securities will not recognize gain or loss for federal income tax purposes
as a result of such deposit, defeasance and discharge and will be subject to
federal income tax on the same amount, in the same manner and at the same times
as would have been the case if such deposit, defeasance and discharge were not
to occur. (Sections 1402 and 1404)
Defeasance of Certain Covenants. Section 1403 of the Indenture
provides that the Company may omit to comply with certain restrictive
covenants, including those described under "Certain Covenants" and any that may
be described in the applicable Prospectus Supplement, the occurrence of certain
Events of Default, which are described above in clause (d) (with respect to
such restrictive covenants) under "Events of Default" and any that may be
described in the applicable Prospectus Supplement, will be deemed not to be or
result in an Event of Default, in each case with respect to such Debt
Securities. The Company, in order to exercise such option, will be required to
deposit, in trust for the benefit of the Holders of such Debt Securities, money
or U.S. Government Obligations, or both, which, through the payment of
principal and interest in respect thereof in accordance with their terms, will
provide money in an amount sufficient to pay the principal of and any premium
and interest on such Debt Securities on the respective Stated Maturities in
accordance with the terms of the Indenture and such Debt Securities. The
Company will also be required, among other things, to deliver to the Trustee an
Opinion of Counsel to the effect that Holders of such Debt Securities will not
recognize gain or loss for federal income tax purposes as a result of such
deposit and defeasance of certain obligations and will be subject to federal
income tax on the same amount, in the same manner and at the same times as
would have been the case if such deposit and defeasance were not to occur. In
the event the Company exercised this option with respect to any Debt Securities
and such Debt Securities were declared due and payable because of the
occurrence of any Event of Default, the amount of money and U.S. Government
Obligations so deposited in trust would be sufficient to pay amounts due on
such Debt Securities at the time of their respective Stated Maturities but
might not be sufficient to pay amounts due on such Debt Securities upon any
acceleration resulting from such Event of Default. In such case, the Company
would remain liable for such payments. (Section 1403 and 1404)
NOTICES
12
<PAGE> 14
Notices to Holders of Debt Securities will be given by mail to the
addresses of such Holders as they may appear in the Security Register.
(Sections 101 and 106)
TITLE
The Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name a Debt Security is registered as the
absolute owner thereof (whether or not such Debt Security may be overdue) for
the purpose of making payment and for all other purposes. (Section 309)
GOVERNING LAW
The Indenture and the Debt Securities will be governed by, and
construed in accordance with, the law of the State of New York. (Section 112)
REGARDING THE TRUSTEE
The First National Bank of Chicago has lending and other customary
banking relationships with the Company.
PLAN OF DISTRIBUTION
The Company may sell the Debt Securities (i) through an underwriter or
underwriters, (ii) through dealers, (iii) through agents, (iv) directly to
purchasers, including affiliates of the Company, or (v) through a combination
of any such methods of sale. The applicable Prospectus Supplement will set
forth the terms of the offerings of any Debt Securities, including the method
of distribution, the name or names of any underwriters, dealers or agents, any
managing underwriter or underwriters, the purchase price of the Debt Securities
and the proceeds to the Company from the sale, any underwriting discounts,
agency fees and other items constituting underwriters' compensation and any
discounts and concessions allowed, reallowed or paid to dealers or agents. Any
initial public offering price and any discount or concessions allowed,
reallowed or dealers may be changed from time to time. The expected time of
delivery of the Debt Securities in respect of which this Prospectus is
delivered will be set forth in the applicable Prospectus Supplement.
If underwriters are used in the sale of the Debt Securities, the
underwriting agreement will provide that the obligations of the underwriters
are subject to certain conditions precedent and that the underwriters with
respect to a sale of Debt Securities will be obligated to purchase all such
Debt Securities if any are purchased. In connection with the sale of Debt
Securities underwriters may receive compensation from the Company or from
purchasers of Debt Securities for whom they may act as agents in the form of
discounts, concessions or commissions. Underwriters may sell Debt Securities
to or through dealers, and such dealers may receive compensation in the form of
discounts, concessions or commissions from the underwriters and/or commissions
from the purchasers for whom they may act as agent.
Underwriters, agents or dealers participating in the distribution of
Debt Securities may be deemed to be underwriters, and any discounts and
commissions received by them and any profit realized by them on resale of the
Debt Securities may be deemed to be underwriting discounts and commissions
under the Securities Act.
The Debt Securities may be sold in one or more transactions either at
a fixed price or prices which may be changed, at market prices prevailing at
the time of sale, at prices related to such prevailing market prices or at
13
<PAGE> 15
negotiated prices. The Company may also offer and sell the Debt Securities in
exchange for one or more of its outstanding issues of debt or convertible debt
securities or in the satisfaction of indebtedness.
Underwriters, agents or dealers who participate in the distribution of
Debt Securities may be entitled, under agreements which may be entered into
with the Company, to indemnification by the Company against certain
liabilities, including liabilities under the Securities Act, or to contribution
by the Company to payments that such underwriters, dealers or agents or any of
their controlling persons may be required to make in respect thereof.
Underwriters, agents or dealers may be customers of, engage in transactions
with or perform services for the Company or subsidiaries of the Company in the
ordinary course of business.
If so indicated in the Prospectus Supplement, the Company will
authorize underwriters, dealers and agents to solicit offers by certain
institutions to purchase Debt Securities from the Company pursuant to delayed
delivery contracts providing for payment and delivery on the date stated in the
Prospectus Supplement. Such contracts will be subject only to those conditions
set forth in the Prospectus Supplement. The Prospectus Supplement will also
set forth the commission payable for solicitation of such contracts.
Offers to purchase Debt Securities may be solicited directly by the
Company and sales thereof may be made by the Company directly to institutional
investors or others who may be deemed to be underwriters within the meaning of
the Securities Act with respect to any resale thereof. The terms of any such
sales will be described in the Prospectus Supplement relating thereto. Except
as set forth in the applicable Prospectus Supplement, no director, officer or
employee of the Company will solicit or receive a commission in connection with
direct sales by the Company of the Debt Securities, although such persons may
respond to inquiries by potential purchasers and perform ministerial and
clerical work in connection with any such direct sales.
VALIDITY OF SECURITIES
The validity of the Debt Securities being offered hereby will be
passed upon for the Company by Mayer, Brown & Platt, Chicago, Illinois, and for
the underwriters, dealers, or agents, if any, by Sullivan & Cromwell, New York,
New York.
EXPERTS
The consolidated financial statements of BNI incorporated in this
Prospectus by reference to BNI's Annual Report for the year ended December 31,
1994, have been so incorporated in reliance on the report of Coopers & Lybrand
L.L.P., independent accountants, given on the authority of said firm as experts
in auditing and accounting.
The consolidated financial statements of SFP incorporated in this
Prospectus by reference to SFP's Annual Report on Form 10-K for the year ended
December 31, 1994, have been so incorporated in reliance on the report of
Price Waterhouse LLP, independent accountants, given on the authority of said
firm as experts in auditing and accounting.
___________________
14
<PAGE> 16
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The registrant estimates that expenses in connection with the offering
described in this Registration Statement will be as follows:
<TABLE>
<S> <C>
Securities and Exchange Commission
Registration Fee $200,000
Rating Agency Fees*
Trustee's Fees and Expenses*
Printing and Engraving Expenses*
Accountants' Fees and Expenses*
Legal Fees and Expenses*
Blue Sky Fees and Expenses*
Miscellaneous*
Total $
========
</TABLE>
* To be provided by amendment.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The General Corporation Law of the State of Delaware (the "Delaware
Statute") provides for indemnification of directors, officers, and employees in
certain situations. The Delaware Statute, by its terms, expressly permits
indemnification where such a person acted in good faith and in a manner such
person reasonably believed to be in, or not opposed to, the corporation's best
interests, and, in a criminal action, if such person had no reasonable cause to
believe that his or her conduct was unlawful. In the case of a claim by a
third party (i.e., a party other than the corporation), the Delaware Statute
expressly permits indemnifications for expenses, judgments, settlement
payments, and other costs. In the case of a claim by or in the right of the
corporation (including stockholder derivative suits), the Delaware Statute
expressly provides for indemnification for expenses only, and not for amounts
paid in judgment or settlement of such actions. Moreover, a corporation
cannot, under the Delaware Statute, provide for indemnification against
expenses in the case of an action by or in the right of the corporation if the
person seeking indemnification is adjudged liable to the corporation, unless
the indemnification is ordered by a court. The Delaware Statute also permits
advancement of expenses to directors and officers upon receipt of an
undertaking by such director or officer to repay all amounts advanced if it
shall ultimately be determined that he or she is not entitled to be indemnified
by the corporation. In addition, the Delaware Statute specifically provides
that its terms shall not be deemed exclusive of any other right to
indemnification to which a director, officer, or employee may be entitled under
any by-law, agreement, or vote of stockholders or disinterested directors.
In addition, the By-Laws of the Company provide that the Company shall
indemnify and hold harmless, to the full extent permitted by law, any person
made, or threatened to be made, a party to an action, suit, or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that he or she is or was a director or officer of the Company, or served or
serves as a director, officer, employee, or agent of another corporation or of
a partnership, joint venture, trust or other enterprise, including service with
respect to an employee benefit plan, at the request of the Company.
The Company also maintains directors' and officers' liability
insurance.
II-1
<PAGE> 17
For the undertaking regarding indemnification, see Item 17 below.
ITEM 16. EXHIBITS
A list of exhibits included as part of this Registration Statement is
set forth in the Exhibit Index which immediately precedes such exhibits and is
incorporated herein by reference.
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes that:
1. To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration
Statement:
(i) to include any Prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the Prospectus any facts or events
arising after the effective date of the
Registration Statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth in
the Registration Statement:
(iii) to include any material information with respect
to the plan of distribution not previously
disclosed in the Registration Statement or any
material change to such information in the
Registration Statement;
Provided, however, that the undertakings set forth in
paragraphs (i) and (ii) above do not apply if the information
required to be included in a post-effective amendment by these
paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1933 that are incorporated by
reference in this Registration Statement.
2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
3. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
4. For purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, or controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid
II-2
<PAGE> 18
by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
II-3
<PAGE> 19
SIGNATURES
Pursuant to the Requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Fort Worth, State of Texas, on November 14,
1995.
BURLINGTON NORTHERN SANTA FE
CORPORATION
By: /s/ Robert D. Krebs
------------------------------
Robert D. Krebs
President and Chief Executive
Officer and Director
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes any
Authorized Officer acting alone to execute in the name of such person and in
the capacity indicated below, and to file, any amendments to the Registration
Statement which any Authorized Person deems necessary or advisable to enable
the Registrant to comply with the Securities Act of 1933, as amended, and any
rules, regulations, and requirements of the Securities and Exchange Commission
in respect thereof, and to take any other action on behalf of such person which
any Authorized Officer deems necessary or desirable in connection herewith.
The term "Authorized Officer" as applied with respect to any action taken
pursuant to this authorization means (i) any person who is the Registrant's
Chairman, President, or Senior Vice President-Law and General Counsel at the
time such action shall be taken and (ii) any other officer of the Registrant or
of a wholly-owned subsidiary of the Registrant who shall be authorized by any
person identified in clause (i) to act as an Authorized Officer for purposes of
this paragraph.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated and on the 14th day of November, 1995.
<TABLE>
<S> <C>
/s/ Gerald Grinstein /s/ Robert D. Krebs
--------------------------------------------------- ---------------------------------------------------
Gerald Grinstein, Chairman and Director Robert D. Krebs, President and Chief Executive
Officer (Principal Executive Officer) and Director
/s/ Denis E. Springer /s/ Thomas N. Hund
--------------------------------------------------- ---------------------------------------------------
Denis E. Springer, Senior Vice President and Chief Thomas N. Hund, Vice President and Controller
Financial Officer (Principal Financial Officer) (Principal Accounting Officer)
/s/ Joseph F. Alibrandi /s/ Jack S. Blanton
--------------------------------------------------- ---------------------------------------------------
Joseph F. Alibrandi, Director Jack S. Blanton, Director
/s/ John J. Burns, Jr. /s/ Daniel P. Davison
--------------------------------------------------- ---------------------------------------------------
John J. Burns, Jr., Director Daniel P. Davison, Director
/s/ Barbara C. Jordan /s/ Daniel J. Evans
--------------------------------------------------- ---------------------------------------------------
Barbara C. Jordan, Director Daniel J. Evans, Director
/s/ Ben F. Love /s/ Roy S. Roberts
--------------------------------------------------- ---------------------------------------------------
Ben F. Love, Director Roy S. Roberts, Director
/s/ Marc J. Shapiro /s/ Arnold R. Weber
--------------------------------------------------- ---------------------------------------------------
Marc J. Shapiro, Director Arnold R. Weber, Director
/s/ Robert H. West /s/ J. Stephen Whisler
--------------------------------------------------- ---------------------------------------------------
Robert H. West, Director J. Steven Whisler, Director
/s/ Edward F. Whitacre /s/ Ronald B. Woodard
--------------------------------------------------- ---------------------------------------------------
Edward F. Whitacre, Director Ronald B. Woodard, Director
/s/ Michael B. Yanney
---------------------------------------------------
Michael B. Yanney, Director
</TABLE>
S-1
<PAGE> 20
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION OF EXHIBIT PAGE NUMBER
- ------- ---------------------- -----------
<S> <C> <C>
1.1 Form of Proposed Underwriting Agreement (to be filed by amendment).
2.1 Agreement and Plan of Merger dated as of June 29, 1994
between Burlington Northern Inc. and Santa Fe Pacific
Corporation as amended by Amendments 1 and 2 thereto,
together with Amendments 3 and 4 thereto.
Incorporated by reference to the
Schedules have been omitted. Schedules will be furnished
supplementally to the Securities and Exchange
Commission upon request.
4.1 Form of Proposed Indenture (to be filed by amendment).
5 Opinion of Mayer, Brown & Platt, Chicago, Illinois
(to be filed by amendment).
12 Statement regarding computation of ratio of earnings
to fixed charges (to be filed by amendment).
23.1 Consent of Coopers & Lybrand L.L.P. (filed herewith).
23.2 Consent of Price Waterhouse LLP filed (herewith).
23.3 Consent of Mayer, Brown & Platt (to be included in its opinion
filed as Exhibit 5).
24 Power of Attorney (included on signature page of this
registration agreement).
25 Form T-1 Statement of Eligibility of Qualification under
the Trust Indenture Act of 1939 (to be filed by amendment).
</TABLE>
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Prospectus constituting
part of the Registration Statement on Form S-3 of Burlington Northern Santa Fe
Corporation of our report dated January 16, 1995, on our audits of the
consolidated financial statements and the financial statement schedule of
Burlington Northern Inc. and Subsidiaries as of December 31, 1994 and 1993, and
for the years ended December 31, 1994, 1993 and 1992, included in Burlington
Northern Inc.'s Annual Report on Form 10-K for the year ended December 31,
1994. We also consent to the reference to our firm under the caption "Experts"
in the aforementioned Registration Statement.
COOPERS & LYBRAND L.L.P.
Fort Worth, Texas
November 14, 1995
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of the Registration Statement on Form S-3 of Burlington
Northern Santa Fe Corporation of our report dated February 21, 1995, related to
the consolidated financial statements of Santa Fe Pacific Corporation, which
appears on page 19 of the 1994 Annual Report to Shareholders which is
incorporated by reference in Santa Fe Pacific Corporation's Annual Report on
Form 10-K for the year ended December 31, 1994. We also consent to the
reference to us under the heading "Experts" in such Prospectus.
PRICE WATERHOUSE LLP
Kansas City, Missouri
November 14, 1995
