<PAGE> 1
INFORMATION CONTAINED HEREIN
IS SUBJECT TO COMPLETION OR AMENDMENT.
SUBJECT TO COMPLETION, DATED NOVEMBER 30, 1995
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED NOVEMBER 22, 1995
[LOGO] $500,000,000
BURLINGTON NORTHERN SANTA FE CORPORATION
$250,000,000 % NOTES DUE , 2005
$250,000,000 % DEBENTURES DUE , 2025
---------------------
Interest on the % Notes due , 2005 (the "Notes") and the
% Debentures due , 2025 (the "Debentures") is payable on
and of each year, commencing , 1996. The Notes and
the Debentures are redeemable in whole or in part at any time at the option of
the Company at the redemption price equal to the greater of (i) 100% of the
principal amount of such Notes and/or Debentures and (ii) the sum of the present
values of the remaining scheduled payments of principal and interest thereon
discounted to the date of redemption on a semiannual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Treasury Rate (as defined
herein) plus 20 basis points, plus in each case accrued interest thereon to the
date of redemption. The Notes and Debentures will not be subject to any sinking
fund. The Notes and Debentures will be represented by one or more global
securities registered in the name of the nominee of The Depository Trust Company
("DTC"). Interests in the global securities will be shown on, and transfers
thereof will be effected only through, records maintained by DTC and its
participants. Except as described herein, Notes and Debentures in definitive
form will not be issued. See "Description of Notes and Debentures". The Notes
and Debentures will be issued only in denominations of $1,000 and integral
multiples thereof. The Notes and Debentures will trade in DTC's Same-Day Funds
Settlement System until maturity, and secondary market trading activity for the
Notes and Debentures will therefore settle in immediately available funds. All
payments of principal and interest will be made by the Company in immediately
available funds. See "Description of Notes and Debentures -- Same-Day Settlement
and Payment".
---------------------
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 SUPPLEMENT OR THE PROSPECTUS TO WHICH IT RELATES.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
---------------------
<TABLE>
<CAPTION>
INITIAL PUBLIC UNDERWRITING PROCEEDS TO
OFFERING PRICE(1) DISCOUNT(2) COMPANY(1)(3)
------------------ ------------- --------------
<S> <C> <C> <C>
Per Note.................................... % % %
Total....................................... $ $ $
Per Debenture............................... % % %
Total....................................... $ $ $
</TABLE>
- ---------------
(1) Plus accrued interest, if any, from , 1995.
(2) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933. See
"Underwriting".
(3) Before deducting estimated expenses of $ payable by the Company.
---------------------
The Notes and Debentures offered hereby are offered severally by the
Underwriters, as specified herein, subject to receipt and acceptance by them and
subject to their right to reject any order in whole or in part. It is expected
that the Notes and Debentures will be ready for delivery in book-entry form only
through the facilities of DTC in New York, New York, on or about ,
1995, against payment therefor in immediately available funds.
GOLDMAN, SACHS & CO. J.P. MORGAN SECURITIES INC.
MORGAN STANLEY & CO. SALOMON BROTHERS INC
INCORPORATED
The date of this Prospectus Supplement is , 1995.
<PAGE> 2
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICES OF THE NOTES AND
DEBENTURES OFFERED HEREBY AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN
THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED IN THE OVER-THE-COUNTER
MARKET OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY
TIME.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents previously filed by Burlington Northern Santa Fe
Corporation ("BNSF" or the "Company") under the Securities Exchange Act of 1934
(the "Exchange Act") with the Securities and Exchange Commission (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, Amendment No. 1 with respect thereto)
and November 30, 1995.
The following documents previously filed by Burlington Northern Inc.
("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 Reports 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 Santa Fe Pacific Corporation
("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
(and Form 10-K/A with respect thereto); (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
Supplement 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 Supplement to the extent that a
statement contained herein or in any other 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 Supplement.
The Company will provide without charge to each person to whom this
Prospectus Supplement 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, 1700 East Golf Road, Schaumburg,
Illinois 60173-5860, Attention: Corporate Secretary, telephone number (708)
995-6185.
Unless otherwise indicated, currency amounts in the Prospectus and any
Prospectus Supplement are stated in United States dollars ("$" or "dollars").
S-2
<PAGE> 3
USE OF PROCEEDS
The net proceeds from the sale of the Notes and Debentures offered hereby
will be used for general corporate purposes, including but not limited to the
repayment of commercial paper and short-term bank loans having an average
interest rate of approximately 6% (which were incurred to refinance subsidiary
debt which was used, in part, to finance the purchase of SFP common stock as
described in "The Company -- Pro Forma Financial Information Reflecting the
Merger").
THE COMPANY
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. As a result of the Merger, the Company through its
subsidiaries operates the largest railroad network in the United States, with
approximately 31,000 route miles reaching across 27 states and two Canadian
provinces as of December 31, 1994.
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 Pacific Northwest and in the
midwestern and southwestern United States. 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.
REFINANCING
On November 21, 1995, the Company established two new credit facilities
allowing borrowings of up to $2.5 billion, which replaced prior credit
facilities at BNI, SFP and the Burlington Northern Railroad Company ("BNRR"). As
of September 30, 1995, these prior credit facilities had a total of $1.044
billion outstanding in direct loans. In addition, back-up commitments under
these prior facilities supported $614 million of commercial paper issued by
BNRR. In addition, the Company established a commercial paper program to replace
the commercial paper program previously operated by BNRR. The credit facilities
and the commercial paper program are collectively referred to herein as the
"Refinancing".
PRO FORMA FINANCIAL INFORMATION REFLECTING THE MERGER
The following summary pro forma combined financial information displays the
effect of the Merger, including the effects of debt issued by BNI and SFP to
repurchase, pursuant to the Merger agreement, 25 million and 38 million shares
of SFP common stock, respectively, as if it had occurred on January 1, 1994.
This information is based on, and should be read in conjunction with, the pro
forma financial information included in the Company's Current Report on Form 8-K
(Date of earliest event reported: September 22, 1995), as amended, and the
Company's Current Report on Form 8-K (Date of earliest event reported: November
30, 1995), each of which is incorporated herein by reference. The Company's
Consolidated Balance Sheet, which reflects the effects of the Merger, is
contained in the Company's Report on Form 10-Q for the quarter ended September
30, 1995 and is incorporated herein by reference. The summary pro forma combined
financial information, which does not reflect the effects of the Refinancing, is
presented for illustrative purposes only and is not necessarily indicative of
the results that might have occurred had the Merger actually taken place on the
date indicated, or of future results of the combined entities.
S-3
<PAGE> 4
BURLINGTON NORTHERN SANTA FE CORPORATION
SUMMARY PRO FORMA COMBINED FINANCIAL INFORMATION
REFLECTING THE MERGER
<TABLE>
<CAPTION>
NINE MONTHS ENDED YEAR ENDED
SEPTEMBER 30, DECEMBER 31,
1995 1994
----------------- ------------
(UNAUDITED)
(IN MILLIONS EXCEPT RATIO
AMOUNTS)
<S> <C> <C>
Revenues....................................... $ 6,078 $7,676
Operating Income............................... 1,052 1,192
Interest Expense............................... 265 345
Income from Continuing Operations.............. 491 536
Ratio of Earnings to Fixed Charges............. 2.99x 2.78x
</TABLE>
CAPITALIZATION
The following table sets forth the consolidated capitalization of the
Company as of September 30, 1995, and as adjusted to give effect to the
Refinancing as well as the issuance of the Notes and Debentures offered hereby.
<TABLE>
<CAPTION>
ACTUAL AS ADJUSTED
------ -----------
(UNAUDITED)
(IN MILLIONS)
<S> <C> <C>
Total Debt:
Equipment Obligations(1)............................... $ 763 $ 763
Notes and Debentures................................... 1,232 1,232
Commercial Paper/Bank Loans............................ 1,658 1,230
Mortgages(2)........................................... 601 529
Notes and Debentures offered hereby.................... -- 500
Other Obligations...................................... 64 64
------ ----------
Total Debt........................................ 4,318 4,318
------ ----------
Shareholders' Equity:
Total Shareholders' Equity............................. 5,358 5,358
------ ----------
Total Capitalization..................................... $9,676 $ 9,676
====== ==========
</TABLE>
- ---------------
(1) On November 30, 1995, the Company entered into a capital lease, which
resulted in approximately $70 million of additional equipment obligations.
This amount is not reflected in the As Adjusted column.
(2) On October 1, 1995, approximately $72 million of mortgages matured and were
retired.
S-4
<PAGE> 5
DESCRIPTION OF NOTES AND DEBENTURES
The following description of the particular terms of the Notes and
Debentures supplements, and to the extent inconsistent therewith replaces, the
description of the general terms and provisions of the Debt Securities set forth
in the accompanying Prospectus, to which description reference is hereby made.
Whenever a defined term is referred to and not herein defined, the definition
thereof is contained in the accompanying Prospectus or in the Indenture referred
to therein.
GENERAL
The Notes and the Debentures are each to be issued under an Indenture,
dated as of November , 1995 (the "Indenture"), between the Company and The
First National Bank of Chicago, as Trustee, which Indenture is more fully
described under the heading "Description of Debt Securities" in the accompanying
Prospectus. The Notes and Debentures will rank pari passu with each other and
with all other unsecured and unsubordinated indebtedness of the Company.
The Notes will bear interest at % per annum and will mature on
, 2005. The Debentures will bear interest at % per annum and will
mature on , 2025.
The Notes and Debentures will bear interest from , 1995 or from
the most recent interest payment date to which interest has been paid or
provided for, payable semiannually in arrears on and of each
year, commencing , 1996, to the persons in whose names the Notes and
Debentures are registered at the close of business on the immediately preceding
and , respectively, whether or not such day is a Business
Day.
OPTIONAL REDEMPTION
The Notes and Debentures will be redeemable as a whole or in part, at the
option of the Company at any time, at a redemption price equal to the greater of
(i) 100% of the principal amount of such Notes and/or Debentures and (ii) the
sum of the present values of the remaining scheduled payments of principal and
interest thereon discounted to the redemption date on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate plus 20 basis points, plus in each case, accrued interest thereon to the
date of redemption.
"Treasury Rate" means, with respect to any redemption date, the rate per
annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for
such redemption date.
"Comparable Treasury Issue" means the United States Treasury security
elected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Notes and/or Debentures to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of such Notes and/or Debentures. "Independent
Investment Banker" means one of the Reference Treasury Dealers appointed by the
Trustee after consultation with the Company.
"Comparable Treasury Price" means, with respect to any redemption date, (i)
the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
business day preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (ii) if such release (or any successor release) is not
published or does not contain such prices on such business day, (A) the average
of the Reference Treasury Dealer Quotations for such redemption date, after
excluding the highest and lowest such Reference Treasury Dealer Quotations, or
(B) if the Trustee obtains fewer than four such Reference Treasury Dealer
Quotations, the average of all such Quotations. "Reference Treasury Dealer
Quotations" means, with respect to
S-5
<PAGE> 6
each Reference Treasury Dealer and any redemption date, the average, as
determined by the Trustee, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by such Treasury Reference Dealer at 5:00 p.m.
on the third business day preceding such redemption date.
"Reference Treasury Dealer" means each of Goldman, Sachs & Co., J.P. Morgan
Securities Inc., Morgan Stanley & Co., Incorporated and Salomon Brothers Inc and
their respective successors; provided, however, that if any of the foregoing
shall cease to be a primary U.S. Government securities dealer in New York City
(a "Primary Treasury Dealer"), the Company shall substitute therefor another
Primary Treasury Dealer.
Notice of any redemption will be mailed at least 30 days but not more than
60 days before the redemption date to each holder of the Notes and/or Debentures
to be redeemed.
Unless the Company defaults in payment of the redemption price, on and
after the redemption date interest will cease to accrue on the Notes and
Debentures or portions thereof called for redemption.
BOOK-ENTRY SYSTEM
Upon issuance, the Notes and Debentures will each be represented by one or
more Global Securities deposited with, or on behalf of, the Depository Trust
Company, New York, New York, which will act as Depositary with respect to the
Notes and Debentures. The Global Securities representing the Notes and
Debentures will be registered in the name of a nominee of the Depositary. Except
under the circumstances described in the accompanying Prospectus under
"Description of Debt Securities -- Global Securities," the Notes and Debentures
will not be issuable in definitive form. So long as the Notes and Debentures are
represented by one or more Global Securities, the Depositary's nominee will be
considered the sole owner or holder of the Notes and Debentures for all purposes
under the Indenture, and the beneficial owners of the Notes and Debentures will
be entitled only to those rights and benefits afforded to them in accordance
with the Depositary's regular operating procedures. See "Description of Debt
Securities -- Global Securities" in the Prospectus.
The Depositary has advised the Company and the Underwriters as follows: The
Depositary is a limited-purpose trust company organized under the laws of the
State of New York, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code and a
"clearing agency" registered pursuant to the provisions of Section 17A of the
Exchange Act. The Depositary was created to hold securities for its participants
and to facilitate the clearance and settlement of securities transactions among
its participants in such securities through electronic book-entry changes in
accounts of the participants, thereby eliminating the need for physical movement
of securities certificates. The Depositary's participants include securities
brokers and dealers (including the Underwriters), banks, trust companies,
clearing corporations and certain other organizations, some of whom (and/or
their representatives) own the Depositary. Access to the Depositary's book-entry
system is also available to other entities, such as banks, brokers, dealers and
trust companies, that clear through or maintain a custodial relationship with a
participant, either directly or indirectly.
A further description of the Depositary's procedures with respect to Global
Securities is set forth in the accompanying Prospectus under "Description of
Debt Securities -- Global Securities". The Depositary has confirmed to the
Company, the Underwriters and the Trustee that it intends to follow such
procedures with respect to the Notes and Debentures.
SAME-DAY SETTLEMENT AND PAYMENT
Settlement for the Notes and Debentures will be made by the Underwriters in
immediately available funds. So long as the Notes and Debentures are represented
by one or more Global
S-6
<PAGE> 7
Securities, all payments of principal and interest will be made by the Company
in immediately available funds and they will trade in the Depositary's Same-Day
Funds Settlement System. Secondary market trading activity in the Notes and
Debentures will therefore be required by the Depositary to settle in immediately
available funds. No assurance can be given as to the effect, if any, of
settlement in immediately available funds on trading activity in the Notes and
Debentures.
UNDERWRITING
Subject to the terms and conditions set forth in the Underwriting Agreement
and the Pricing Agreement, the Company has agreed to sell to each of the
Underwriters named below, and each of the Underwriters, for whom Goldman, Sachs
& Co., J.P. Morgan Securities Inc., Morgan Stanley & Co. Incorporated and
Salomon Brothers Inc are acting as representatives, has severally agreed to
purchase, the principal amount of Notes and Debentures set forth opposite its
name below:
<TABLE>
<CAPTION>
PRINCIPAL PRINCIPAL
AMOUNT AMOUNT OF
UNDERWRITER OF NOTES DEBENTURES
------------------------------------------------------ ------------ ------------
<S> <C> <C>
Goldman, Sachs & Co. ................................. $ $
J.P. Morgan Securities Inc. ..........................
Morgan Stanley & Co. Incorporated.....................
Salomon Brothers Inc..................................
------------ ------------
Total............................................ $250,000,000 $250,000,000
============ ============
</TABLE>
Under the terms and conditions of the Underwriting Agreement and the
Pricing Agreement, the Underwriters are committed to take and pay for all of the
Notes or Debentures, if any are taken.
The Underwriters propose to offer the Notes in part directly to the public
at the initial public offering price set forth on the cover page of this
Prospectus Supplement, and in part to certain securities dealers at such price
less a concession of % of the principal amount of the Notes. The Underwriters
may allow, and such dealers may reallow, a concession not to exceed % of the
principal amount of the Notes to certain brokers and dealers. After the Notes
are released for sale to the public, the offering price and other selling terms
may from time to time be varied by the representatives.
The Underwriters propose to offer the Debentures in part directly to the
public at the initial public offering price set forth on the cover page of this
Prospectus Supplement, and in part to certain securities dealers at such price
less a concession of % of the principal amount of the Debentures. The
Underwriters may allow, and such dealers may reallow, a concession not to exceed
% of the principal amount of the Debentures to certain brokers and dealers.
After the Debentures are released for sale to the public, the offering price and
other selling terms may from time to time be varied by the representatives.
The Notes and Debentures are new series of securities with no established
trading market. The Company has been advised by the representatives of the
Underwriters that the representatives intend to make a market in the Notes and
Debentures but are not obligated to do so and may discontinue market making at
any time without notice. No assurance can be given as to the liquidity of the
trading market for the Notes and Debentures.
Settlement for the Notes and Debentures will be made in immediately
available funds and all secondary trading in the Notes and Debentures will
settle in immediately available funds. See "Description of Notes and Debentures
- -- Same-Day Settlement and Payment".
S-7
<PAGE> 8
The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as amended.
In the ordinary course of their respective businesses, each of the
Underwriters and certain of their respective affiliates have individually
engaged, and may in the future engage, in investment banking and commercial
banking transactions with the Company and its affiliates.
EXPERTS
The consolidated financial statements of BNI incorporated in this
Prospectus Supplement by reference to BNI's Annual Report on Form 10-K 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 Supplement 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.
S-8
<PAGE> 9
[LOGO]
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 November 22, 1995.
<PAGE> 10
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. 33-64209) 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 Report
on Form 8-K dated September 22, 1995 (and Form 8-K/A, Amendment No. 1 with
respect thereto).
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 Reports 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 (and Form 10-K/A with respect
thereto); (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 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.
2
<PAGE> 11
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").
3
<PAGE> 12
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 approximately 31,000 route
miles reaching across 27 states and two Canadian provinces as of December 31,
1994.
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 Pacific Northwest and 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.
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. The ratios reflect the
historical results for BNI only in all periods reported, except for the nine
months ended September 30, 1995 which includes SFP results from September 22,
1995 through September 30, 1995.
<TABLE>
<CAPTION>
NINE MONTHS
ENDED
SEPTEMBER 30, YEAR ENDED DECEMBER 31,
--------------- --------------------------------------------
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) 2.01x
</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
under long term operating leases 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.
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<PAGE> 13
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.
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 on which the principal of
any of such Debt Securities will be payable or the method by which such date or
dates will be determined or extended; (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
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<PAGE> 14
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 Defeasance
- -- Defeasance and Discharge" or "Defeasance and Covenant Defeasance --
Defeasance of Certain Covenants", 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) whether any of such Debt Securities will be subject to certain
optional interest rate reset provisions; (17) whether any of such Debt
Securities will be subject to certain optional extension of maturity provisions;
(18) 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; (19) any addition to or change in the
covenants in the Indenture applicable to any of such Debt Securities; and (20)
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 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 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.
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<PAGE> 15
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 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
7
<PAGE> 16
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.
Secondary trading in notes and debentures of corporate issuers may be
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)
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<PAGE> 17
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 of BNI, SFP, 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 obligation. (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 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 that 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 that is applicable to all Outstanding
Securities 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
9
<PAGE> 18
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 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
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<PAGE> 19
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
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
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<PAGE> 20
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
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 or
reallowed to 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
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<PAGE> 21
at 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 on Form 10-K 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.
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS SUPPLEMENT AND THE
PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO
BUY ANY SECURITIES OTHER THAN THE SECURITIES DESCRIBED IN THIS PROSPECTUS
SUPPLEMENT OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH
SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.
NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS NOR ANY
SALE MADE HEREUNDER OR THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE
THE DATE HEREOF OR THAT THE INFORMATION CONTAINED HEREIN OR THEREIN IS CORRECT
AS OF ANY TIME SUBSEQUENT TO THE DATE OF SUCH INFORMATION.
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TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Documents Incorporated by Reference..... S-2
Use of Proceeds......................... S-3
The Company............................. S-3
Capitalization.......................... S-4
Description of Notes and Debentures..... S-5
Underwriting............................ S-7
Experts................................. S-8
PROSPECTUS
Available Information................... 2
Documents Incorporated by Reference..... 2
The Company............................. 4
Ratio of Earnings to Fixed Charges...... 4
Use of Proceeds......................... 5
Description of Debt Securities.......... 5
Plan of Distribution.................... 12
Validity of Securities.................. 13
Experts................................. 13
</TABLE>
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$500,000,000
BURLINGTON NORTHERN
SANTA FE CORPORATION
$250,000,000
% NOTES DUE , 2005
$250,000,000
% DEBENTURES DUE , 2025
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[LOGO]
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GOLDMAN, SACHS & CO.
J.P. MORGAN SECURITIES INC.
MORGAN STANLEY & CO.
INCORPORATED
SALOMON BROTHERS INC
REPRESENTATIVES OF THE UNDERWRITERS
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