Securities And Exchange Commission
Washington, D.C. 20549
FORM 8-B
FOR REGISTRATION OF SECURITIES OF
CERTAIN SUCCESSOR ISSUERS FILED
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
BURLINGTON NORTHERN SANTA FE
CORPORATION*
(exact name of registrant as specified in its charter)
Delaware 41-1804964
(state of incorporation (I.R.S. employer
or organization) identification number)
3800 Continental Plaza
777 Main Street
Fort Worth, Texas 76102-5384
(address of principal executive offices) (ZIP code)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which each class
to be so registered is to be registered
Common Stock, par New York, Chicago, and Pacific Stock
value $0.01 per share Exchanges
6-1/4% Cumulative Convertible Preferred New York, Chicago and Pacific Stock
Stock, Series A, par value $0.01 per share Exchanges
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
* Please note that the name of the Registrant was changed from "BNSF
Corporation" to "Burlington Northern Santa Fe Corporation" on September 11,
1995
Item 1. General Information
(a) Date, Form, and State of Organization
Reference is made to the section entitled "The Companies: BNSF
Corporation" of the Registrant's Prospectus, constituting a part of the
Registration Statement on Form S-4, and all amendments thereto, Registration
Nos. 33-56183, 33-57069 ("Registration Statement on Form S-4") filed on
December 23, 1994, by the Registrant with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, which is incorporated
herein by reference.
(b) Date on Which Registrant's Fiscal Year Ends
The Registrant's Fiscal Year will end on December 31st.
Item 2. Transaction of Succession
(a) Predecessors with Securities Registered Pursuant to Section
12(b) or (g) of the Act at the Time of Succession
At the time of the succession described in Item 2(b) below,
Burlington Northern Inc. ("BNI"), a Delaware corporation and Santa Fe Pacific
Corporation ("SFP"), a Delaware corporation, the predecessors of the
Registrant each had securities registered pursuant to Section 12(b) of the
Securities and Exchange Act of 1934, as amended.
(b) Transaction of Succession, Exchange of Securities
Reference is made to the section entitled "The Merger Agreement
- Alternative Transaction Structure" of the Registration Statement on Form
S-4, incorporated herein by reference and to the Section entitled "Amendment
No. 3 to Merger Agreement" in the January 25, 1995 additional proxy materials
of BNI and SFP, also incorporated herein by reference.
Item 3. Securities to be Registered
The authorized capital stock of Burlington Northern Santa Fe
Corporation ("BNSF") consists of 300,000,000 shares of Common Stock, par value
$0.01 per share (the "BNSF Common Stock") and 25,000,000 shares of Preferred
Stock, par value $0.01 per share. 1000 shares of BNSF Common Stock are
presently issued and outstanding, with 500 shares issued to Burlington
Northern Inc. ("BNI") and 500 shares issued to Santa Fe Corporation ("SFP").
Both BNI and SFP paid $500 each for the shares, for a total of $10.00 stated
capital and contributed a total of $990.00 in additional paid-in capital. No
shares of BNSF Common Stock or BNSF Preferred Stock are held by or for the
account of the Registrant.
Item 4. Description of Registrant's Securities to Be Registered
Reference is made to the section entitled "Certain Additional
Information Concerning Holdings" of the Registration Statement on Form S-4,
incorporated herein by reference.
Item 5. Financial Statement and Exhibits
1. BNI Joint Proxy Statement/
Prospectus
2. Exhibits Incorporated by Reference:
Incorporated Exhibit
Exhibits by Reference Section
-------- ------------ -------
Agreement and Plan of Merger dated as of * 2.1
June 29, 1994, between Burlington Northern
Inc. and Santa Fe Pacific Corporation as
amended by an Amendment thereto dated as
of October 26, 1994, Amendment No. 2
thereto dated as of December 18, 1994 and
Amendment No. 3 thereto dated as of
January 24, 1995 (schedules thereto
omitted but available to the Securities
and Exchange Commission upon request) and
related letter agreements.
Amended and Restated Certificate of * 3.4
Incorporation of BNSF Corporation as
amended through December 23, 1994.
By-Laws of BNSF Corporation as amended * 3.5
through December 21, 1994.
Opinion of counsel as the legality of the * 5.1
securities being registered.
BNSF Convertible Preferred [Material Contracts]
------------
* Registration Statement on Form S-4 (Reg. Nos. 33-56183, 33-57069)
filed by the Registrant with the Securities and Exchange Commission
on December 23, 1994.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
September 8, 1995
BURLINGTON NORTHERN SANTA FE CORPORATION
By: /s/ Douglas J. Babb
---------------------------
Name: Douglas J. Babb
Title: President1
