<PAGE>
As filed with the Securities and Exchange Commission September 25, 1995
File No. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
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 (I.R.S. EMPLOYER IDENTIFICATION NO.)
OF INCORPORATION OR ORGANIZATION)
3800 CONTINENTAL PLAZA 76102
777 MAIN STREET (ZIP CODE)
FORT WORTH, TEXAS
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(817) 333-2000
SANTA FE PACIFIC
RETIREMENT AND SAVINGS PLAN
(FULL TITLE OF THE PLAN)
JEFFREY R. MORELAND
SENIOR VICE PRESIDENT, LAW AND GENERAL COUNSEL
BURLINGTON NORTHERN SANTA FE CORPORATION
3800 CONTINENTAL PLAZA
777 MAIN STREET
FORT WORTH, TEXAS 76102
(817) 333-2000
(AGENT FOR SERVICE)
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================================
Proposed Proposed
Maximum Maximum
Title of Securities to be Amount to be Offering Price Aggregate Amount of
Registered Registered Per Share* Offering Price* Registration Fee
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par 6,150,000
value....................... Shares $71.15625 $437,610,938 $150,901
=========================================================================================================
</TABLE>
* Estimated solely for the purpose of computing the registration fee on the
basis of the average of the high and low prices for the Common Stock as
reported on the New York Stock Exchange on September 22, 1995.
================================================================================
In addition, pursuant to Rule 416(c) of the Securities Act of 1933, this
registration also covers an indeterminate amount of interests to be offered or
sold pursuant to the employee benefit plan described herein.
<PAGE>
Part II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have heretofore been filed by Burlington
Northern Santa Fe Corporation (the "Company" or "Registrant"), with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, and
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated by reference herein and shall be deemed to be a part hereof:
(a) The Company's Registration Statement on Form S-4 filed with the
Securities and Exchange Commission on December 22, 1994, including the
description of Common Stock contained therein.
(b) Post-effective Amendments Nos. 1, 2, 3 and 4 to the Company's
Registration Statement on Form S-4.
(c) Annual Report on Form 10-K for the year ended December 31, 1994 for
the Company's subsidiary, Santa Fe Pacific Corporation ("SFP"), as
amended by Form 10-K/A.
(d) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1995
and June 30, 1995 for SFP.
(e) Annual Report on Form 10-K for the year ended December 31, 1994 for
the Company's wholly-owned subsidiary, Burlington Northern Inc.
("BNI").
(f) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1995
and June 30, 1995 for BNI.
(g) Current Report on Form 8-K for SFP (date of earliest event reported,
January 18, 1995).
(h) Current Report on Form 8-K for SFP (date of earliest event reported,
January 24, 1995).
(i) Current Report on Form 8-K for SFP (date of earliest event reported,
February 21, 1995).
(j) Current Report on Form 8-K for SFP (date of earliest event reported,
March 7, 1995).
(k) Current Report on Form 8-K for SFP (date of earliest event reported,
April 19, 1995).
(l) Current Report on Form 8-K for SFP (date of earliest event reported,
May 31, 1995).
(m) Current Report on Form 8-K for BNI (date of earliest event reported,
January 19, 1995).
(n) Current Report on Form 8-K for BNI (date of earliest event reported,
January 24, 1995).
(o) Current Report on Form 8-K/A for BNI (date of earliest event reported,
January 24, 1995).
<PAGE>
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated herein by reference and shall be deemed a part
hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of Delaware provides that a
corporation may indemnify directors and officers as well as other employees and
individuals against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement in connection with specified actions, suits or
proceedings, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation--a "derivative action"), if
they acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe their conduct
was unlawful. A similar standard is applicable in the case of derivative
actions, except that indemnification only extends to expenses (including
attorneys' fees) incurred in connection with defense or settlement of such
action, and the statute requires court approval before there can be any
indemnification where the person seeking indemnification has been found liable
to the corporation. The statute provides that is in not exclusive of other
indemnification that may be granted by a corporation's charter, bylaws,
disinterested director vote, stockholder vote, agreement or otherwise.
Article X of the Bylaws of the Company requires indemnification to the full
extent permitted under Delaware law as from time to time in effect. Subject to
any liabilities imposed by Delaware law, the Bylaws provide an unconditional
right to indemnification for all expenses, liability and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts
paid in settlement) actually and reasonably incurred by any person in connection
with any actual or threatened proceeding (including, to the extent permitted by
law, any derivative action) by reason of the fact that such person is or was
serving as a director or officer of the Company or, at the request of the
Company, of another corporation, partnership, joint venture, trust or other
enterprise, including an employee benefit plan. The Bylaws also provide that the
Company may, by action of its Board of Directors, provide indemnification to its
employees and agents with the same scope and effect as the foregoing
indemnification of directors and officers.
Officers and directors of the Company are covered by insurance which (with
certain exceptions and within certain limitations) indemnifies them against
losses and liabilities arising from any alleged "wrongful act" including any
alleged error or misstatement or misleading statement, or wrongful act or
omission or neglect or breach of duty.
Section 102(b)(7) of the Delaware General Corporation Law permits a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii)
payments of unlawful dividends or unlawful stock repurchases or redemptions, or
(iv) for any transaction from which the director derived an improper personal
benefit.
<PAGE>
Article VIII of the Certificate of Incorporation of the Company provides that
to the full extent that the Delaware General Corporation Law, as it now exists
or may hereafter be amended, permits the limitation or elimination of the
liability of directors, a director of the Company shall not be liable to the
Company or its stockholders from monetary damages for breach of fiduciary duty
as a director. Any amendment to or repeal ofsuch Article VIII shall not
adversely affect any right or protection of a director of the Company for or
with respect to any acts or omissions of such director occurring prior to such
amendment or repeal.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Index to Exhibits.
ITEM 9. UNDERTAKINGS.
A. Rule 415 Offering.
-----------------
The undersigned registrant hereby undertakes:
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 paragraphs (A)(1)(i) and (A)(1)(ii) do
not apply if the registration statement is on Form S-3 or Form
S-8, and the information required to be included in a post-
effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section
13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the 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.
<PAGE>
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.
B. Filings Incorporating Subsequent Exchange Act Documents
by Reference.
-------------------------------------------------------
The undersigned registrant hereby undertakes that, 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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.
C. Indemnification of Directors and Officers.
-----------------------------------------
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions of the registrant's articles of
incorporation or by-laws 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 of 1933 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 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 of 1933 and will be governed by the
final adjudication of such issue.
<PAGE>
SIGNATURES
The Registrant. 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-8 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 September 22,
1995.
BURLINGTON NORTHERN SANTA FE CORPORATION
By /s/ Robert D. Krebs
---------------------------
Robert D. Krebs
President and
Chief Executive Officer
<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below 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 Officer 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 Chief Executive Officer or a
Senior Vice President of the Registrant and (ii) any other officer of the
Registrant who shall be authorized by a 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 below by the following persons in the
capacities stated below on the 22nd day of September 1995:
Signature Title
--------- -----
/s/ Gerald Grinstein Chairman of the Board and Director
- --------------------------------------
Gerald Grinstein
/s/ Robert D. Krebs President, Chief Executive Officer
- -------------------------------------- and Director
Robert D. Krebs
/s/ Denis E. Springer Senior Vice President and Chief
- -------------------------------------- Financial Officer
Denis E. Springer
/s/ Thomas N. Hund Vice President and Controller
- --------------------------------------
Thomas N. Hund
/s/ Joseph F. Alibrandi Director
- --------------------------------------
Joseph F. Alibrandi
/s/ Jack S. Blanton Director
- --------------------------------------
Jack S. Blanton
/s/ John J. Burns, Jr.
- -------------------------------------- Director
John J. Burns, Jr.
/s/ Daniel P. Davison Director
- --------------------------------------
Daniel P. Davison
/s/ George Deukmejian Director
- --------------------------------------
George Deukmejian
<PAGE>
/s/ Daniel J. Evans Director
- --------------------------------------
Daniel J. Evans
/s/ Barbara Jordan Director
- --------------------------------------
Barbara Jordan
/s/ Bill M. Lindig Director
- --------------------------------------
Bill M. Lindig
/s/ Ben F. Love Director
- --------------------------------------
Ben F. Love
/s/ Roy S. Roberts Director
- --------------------------------------
Roy S. Roberts
/s/ Marc J. Shapiro Director
- --------------------------------------
Marc J. Shapiro
/s/ Arnold R. Weber Director
- --------------------------------------
Arnold R. Weber
/s/ Robert H. West Director
- --------------------------------------
Robert H. West
/s/ J. Steven Whisler Director
- --------------------------------------
J. Steven Whisler
/s/ Edward E. Whitacre, Jr. Director
- --------------------------------------
Edward E. Whitacre, Jr.
/s/ Ronald B. Woodard Director
- --------------------------------------
Ronald B. Woodard
/s/ Michael B. Yanney Director
--------------------------------------
Michael B. Yanney
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, the Santa Fe
Pacific Retirement and Savings Plan has caused this registration statement to be
signed on its behalf by the undersigned Plan Administrator, thereunto duly
authorized, in the City of Schaumburg, State of Illinois, on the 22nd day of
September, 1995.
SANTA FE PACIFIC RETIREMENT AND SAVINGS PLAN
/s/ Dennis J. Cech
-------------------------------------
Dennis J. Cech
Chairman, Employee Benefits Committee
<PAGE>
INDEX TO EXHIBITS
-----------------
<TABLE>
<CAPTION>
Exhibit Sequential
Number Description of Document Page Number
- ------ ----------------------- -----------
<S> <C> <C>
4(a) Certificate of Incorporation of the Registrant (incorporated by
reference to the Company's Registration Statement on Form S-4, filed
December 22, 1994)
4(b) By-Laws of the Registrant (incorporated by reference to the
Company's Registration Statement on Form S-4, filed December 22, 1994)
4(c) Santa Fe Pacific Retirement and Savings Plan
5(b) Neither an opinion concerning the plan's compliance with the
requirements of ERISA nor an Internal Revenue Service ("IRS")
determination letter is required because the plan has been or will
be submitted to the IRS and the registrant undertakes that it will
make all changes required by the IRS to qualify the plan.
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of Coopers & Lybrand L.L.P.
23.4 Consent of Price Waterhouse LLP
</TABLE>
<PAGE>
Exhibit 4(c)
SANTA FE PACIFIC
INCENTIVE STOCK COMPENSATION PLAN
STATEMENT OF PURPOSE
The purpose of the Santa Fe Pacific Incentive Stock Compensation Plan (the
"Plan") is to encourage superior performance by employees, by allowing the Santa
Fe Pacific Corporation ("SFP") Board of Directors to award several forms of
incentive compensation to employees of the Company. By providing incentive
compensation commensurate and competitive with that provided by other companies,
the Plan should also assist SFP in attracting and retaining the services of
qualified and capable employees.
In order to further the identity of interest of employees with the stockholders
of SFP, all of the forms of compensation under the Plan relate to SFP Common
Stock. Employees success in enhancing stockholder value will translate directly
into an enhanced benefit for the employee.
I. DEFINITIONS
Unless the context indicates otherwise, the following terms have the
meanings set forth below:
"Acceleration Date" means the earliest date on which any of the following
events shall first have occurred: (i) the acquisition described in clause
(a) of the definition of Change in Control contained in this Section I (ii)
the change in the composition of the Board described in clause (b) of such
definition, or (iii) the stockholder approval or adoption described in
clause (c) or (d) of such definition.
"Award" means a grant of Options, Restricted Stock, Performance Units or
Stock Appreciation Rights pursuant to the Plan.
"Board" means the Board of Directors of SFP.
"Cause" means (a) the willful and continued failure by the Participant to
substantially perform his duties with the Company (other than any such
failure resulting from his incapacity due to physical or mental illness), or
(b) the willful engaging by the Participant in conduct which is demonstrably
and materially injurious to the Company, monetarily or otherwise. For
purposes of this definition, no act, or failure to act, shall be deemed
"willful" unless done, or omitted to be done, by the Participant not in good
faith and without reasonable belief that his action or omission was in the
best interest of the Company.
A "Change in Control" shall be deemed to have occurred if
(a) any "person," as such term is used in Sections 13(d) and 14(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") (other than the Company, any trustee or other fiduciary
holding securities under an employee benefit plan of the Company,
or any company owned, directly or indirectly, by the stockholders
of the Company in substantially the same proportions as their
ownership of stock of the Company), is or becomes the "beneficial
owner" (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Company representing
25% or more of the combined voting power of the Company's then
outstanding securities;
<PAGE>
(b) during any period of two consecutive years (not including any
period prior to the effective date of this provision),
individuals who at the beginning of such period constitute the
Board, and any new director (other than a director designated by
a person who has entered into an agreement with the Company to
effect a transaction described in clause (a), (c) or (d) of this
definition) whose election by the Board or nomination for
election by the Company's stockholders was approved by a vote of
at least two-thirds (2/3) of the directors then still in office
who either were directors at the beginning of the period or whose
election or nomination for election was previously so approved,
cease for any reason to constitute at least a majority thereof;
(c) the stockholders of the Company approve a merger or consolidation
of the Company with any other company other than (i) a merger or
consolidation which would result in the voting securities of the
Company outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity) more than 80% of
the combined voting power of the voting securities of the Company
(or such surviving entity) outstanding immediately after such
merger or consolidation, or (ii) a merger or consolidation
effected to implement a recapitalization of the Company (or
similar transaction) in which no "person" (as hereinabove
defined) acquires more than 25% of the combined voting power of
the Company's then outstanding securities; or
(d) the stockholders of the Company adopt a plan of complete
liquidation of the Company or approve an agreement for the sale
or disposition by the Company of all or substantially all of the
Company's assets. For purposes of this clause (d), the term "the
sale or disposition by the Company of all or substantially all of
the Company's assets" shall mean a sale or other disposition
transaction or series of related transactions involving assets of
the Company or of any direct or indirect subsidiary of the
Company (including the stock of any direct or indirect subsidiary
of the Company) in which the value of the assets or stock being
sold or otherwise disposed of (as measured by the purchase price
being paid therefor or by such other method as the Board of
Directors of the Company determines is appropriate in a case
where there is no readily ascertainable purchase price)
constitutes more than two-thirds of the fair market value of the
Company (as hereinafter defined). For purposes of the preceding
sentence, the "fair market value of the Company" shall be the
aggregate market value of the outstanding shares of Common Stock
(on a fully diluted basis) plus the aggregate market value of the
Company's other outstanding equity securities. The aggregate
market value of the shares of Common Stock shall be determined by
multiplying the number of shares of Common Stock (on a fully
diluted basis) outstanding on the date of the execution and
delivery of a definitive agreement with respect to the
transaction or series of related transactions (the "Transaction
Date") by the average closing price of the shares of Common Stock
for the ten trading days immediately preceding the Transaction
Date. The aggregate market value of any other equity securities
of the Company shall be determined in a manner similar to that
prescribed in the immediately preceding sentence for determining
the aggregate market value of the shares of Common Stock or by
such other method as the Board of Directors of the Company shall
determine is appropriate.
"Code" means the Internal Revenue Code of 1954, as amended.
"Committee" means the Compensation and Benefits Committee of the
Board.
"Common Stock" means the common stock, $1.00 par value, of SFP.
2
<PAGE>
"Company" means collectively SFP and all companies in which SFP owns,
directly or indirectly, more than 50% of the voting stock.
"Disability" means the inability of a Participant to continue to
perform duties of employment, as determined by the Board or the
Committee.
"Fair Market Value" of a share of Common Stock on any particular date
is the mean between the highest and lowest quoted sales prices of a
share of Common Stock on the New York Stock Exchange Composite
Transaction Report; provided, that if there were no sales on the
valuation date but there were sales on dates within a reasonable
period both before and after the valuation date, the Fair Market Value
is the weighted average of the means between the highest and lowest
sales on the nearest date before and the nearest date after the
valuation date. The average is to be weighed inversely by the
respective numbers of trading days between the selling dates and the
valuation date.
"Grant Date" as used with respect to a particular Award means the date
as of which such Award is granted by the Board pursuant to the Plan.
"Option" means an option to purchase shares of Common Stock granted by
the Board pursuant to the Plan, which may be designated as either an
"Incentive Stock Option" or a "Non-Qualified Stock Option".
"Incentive Stock Option" means an option that is intended to qualify
as an Incentive Stock Option as described in Section 422A of the Code.
"Limited Stock Appreciation Right" means a Stock Appreciation Right
that is exercisable only as set forth in Section XIV of the Plan.
"Non-Qualified Stock Option" means an option granted pursuant to the
Plan, other than an Incentive Stock Option.
"Participant" means any employee of the Company who has accepted an
Award granted by the Board.
"Performance Period" means a period of time determined by the Board
over which the performance goals associated with a Performance Unit
are to be achieved.
"Performance Unit" means a right to money, the amount of which is
measured as a percentage of the Fair Market Value of a share of Common
Stock on the date following the end of a Performance Period.
"Plan" means the Santa Fe Pacific Incentive Stock Compensation Plan as
set forth herein and as may be amended from time to time..
"Restricted Period" means the period of time for which Restricted
Stock is subject to forfeiture pursuant to the Plan or during which
Options and Stock Appreciation Rights are not exercisable.
"Restricted Stock" means Common Stock subject to a Restricted Period
which is granted by the Board pursuant to the Plan.
3
<PAGE>
"Retirement" means a Participant's voluntarily leaving the employment
of the Company after his early retirement date as defined in the
retirement plan, or predecessor plan, under which the Participant is
entitled to have his benefits calculated.
"SFP" means Santa Fe Pacific Corporation.
"Stock Appreciation Right" means the right, granted by the Board
pursuant to the Plan, to receive a payment equal to the increase in
the Fair Market Value of a share of Common Stock subsequent to the
Grant Date of such Award.
II. STOCK SUBJECT TO THE PLAN
The maximum aggregate number of shares of Common Stock with respect to
which Options, Restricted Stock and Stock Appreciation Rights may be
granted from time to time under the Plan is 18,435,990. The Common Stock
issued under the Plan may be either previously authorized but unissued
shares or treasury shares acquired by SFP. In the event that any Award
expires, lapses, is forfeited or otherwise terminates, any shares of Common
Stock allocable to the terminated portion of such Award may again be made
subject to an Award under the Plan.
III. ADMINISTRATION OF THE PLAN
The Plan shall be administered by the Committee under the continuing
supervision and control of the Board. The members of the Committee shall
be directors of SFP who are not employees of the Company and are not
eligible to participate in the Plan. The Committee shall select and
recommend to the Board from time to time those employees to be granted
Awards under the Plan. The Committee shall also determine and recommend to
the Board the terms and provisions of Awards, which need not be identical.
The Board shall grant all Awards. The Committee may construe the Plan,
prescribe and rescind rules and regulations relating to the Plan and make
all other determinations deemed necessary or advisable for the
administration of the Plan, subject to the limitations of Section XVII.
IV. ELIGIBILITY
Subject to the discretion of the Board and the Committee, all salaried
officers and other key salaried employees of the Company who have
responsibility for the growth and profitability of the Company are eligible
to receive Awards under the Plan.
V. OPTIONS
The Board may from time to time, upon recommendations from the Committee
and subject to the provisions of the Plan, grant Awards of Options to
employees of the Company to purchase shares of Common Stock. Any Options
granted may be designated as either Incentive Stock Options or as Non-
Qualified Stock Options, or the Board may designate a portion of an Award
as "Incentive Stock Options" and the remaining portion as "Non-Qualified
Stock Options." Any portion of an Award that is not designated as
"Incentive Stock Options" shall be "Non-Qualified Stock Options" and shall
not be subject to the requirements of Section VI of the Plan.
The purchase price of the Common Stock subject to any Option shall be
determined by the Board but shall not be less than fifty percent of the
Fair Market Value of the Common Stock on the date the Option is granted.
Such price shall be subject to adjustment as provided in Section XIII of
the Plan.
4
<PAGE>
The period of any Option, which is the time period during which the Option
may be exercised, shall be determined by the Board and shall not extend
more than ten years after the Grant Date.
Options shall not be transferable other than by will or the laws of descent
and distribution and during the Participant's lifetime shall be exercisable
only by the Participant.
Termination for Cause, as defined in Section I, shall result in forfeiture
of all outstanding Options. Termination by the Company for any reason
other than Cause (including terminations pursuant to formal severance
programs sponsored by an affiliated company), or termination by reason of
Death, Disability, or Retirement, shall result in a lapse on all or a
proportion of the Restricted Period applicable to any outstanding Award as
set forth in Section XI.
A person electing to exercise an Option shall give written notice of such
election to the Company in such form as the Committee may require, and
shall tender to the Company the full purchase price of the shares of Common
Stock for which the election is made. Payment of the purchase price shall
be made in cash or in such other form as the Committee may approve,
including shares of Common Stock valued at the Fair Market Value on the
date of exercise of the Option.
Notwithstanding any other provision in the Plan, if a Change in Control
occurs while unexercised Options and Stock Appreciation Rights relating
thereto, remain outstanding under the Plan, then from and after the
Acceleration Date, all Options and Stock Appreciation Rights shall be
exercisable in full, whether or not otherwise exercisable; provided,
however, that no Option shall become exercisable by reason of this
paragraph to the extent that such acceleration of exercisability, when
aggregated with other payments or benefits to the Participant, would, as
determined by tax counsel selected by the Company, result in "Excess
Parachute Payments" (as defined below) equal to or greater than three times
the "base amount" as defined in Section 280G of the Internal Revenue Code
of 1986, as amended (the "Code"). "Excess Parachute Payments" shall mean
"parachute payments" as defined in Section 280G of the Code other than (i)
health and life insurance benefits and (ii) payments attributable to any
award, benefit or other compensation plan or program based upon the number
of full or fractional months of any restricted period (relating thereto)
which has elapsed prior to the date of the Change in Control. Furthermore,
such payments or benefits provided to a Participant under this Plan shall
be reduced to the extent necessary so that no portion thereof shall be
subject to the excise tax imposed by Section 4999 of the Code, but only if,
by reason of such reduction, the Participant's net after tax benefit shall
exceed the net after tax benefit if such reduction were not made. "Net
after tax benefit" shall mean the sum of (i) all payments and benefits
which a Participant receives or is then entitled to receive from the
Company and any of its subsidiaries that would constitute a "parachute
payment" within the meaning of Section 280G of the Code, less (ii) the
amount of federal income taxes payable with respect to the payments and
benefits described in (i) above calculated at the maximum marginal income
tax rate for each year in which such payments and benefits shall be paid to
the Participant (based upon the rate in effect for such year as set forth
in the Code at the time of the first payment of the foregoing), less (iii)
the amount of excise taxes imposed with respect to the payments and
benefits described in (i) above by Section 4999 of the Code.
VI. INCENTIVE STOCK OPTIONS
An Option designated by the Board as an "Incentive Stock Option" is
intended to qualify as an "incentive stock option" within the meaning of
Subsection (b) of Section 422A of the Code and shall satisfy, in addition
to the conditions of Section V, the conditions set forth in this Section
VI.
The purchase price of the Common Stock subject to an Incentive Stock Option
shall be not less than the Fair Market Value of the Common Stock on the
Grant Date.
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An Incentive Stock Option shall not be granted to an individual who, on the
Grant Date, owns stock possessing more than ten percent of the total
combined voting power of all classes of stock of SFP.
A particular Incentive Stock Option shall not be exercisable while there is
outstanding any other "incentive stock option" to purchase stock of SFP
which is granted to the Participant before the granting of the particular
Incentive Stock Option.
The aggregate Fair Market Value, determined on the Grant Date, of the
shares of Common Stock with respect to which any Participant may be granted
Incentive Stock Options under the Plan in any calendar year shall not
exceed $100,000, plus any "unused limit carryover" to such year, determined
in accordance with Section 422A(c)(4) of the Code.
VII. RESTRICTED STOCK
The Board may from time to time, upon recommendations from the Committee
and subject to the provisions of the Plan, grant Awards of Restricted Stock
to employees of the Company.
Each certificate representing Restricted Stock awarded under the Plan shall
be registered in the name of the Participant and, during the Restricted
Period, shall be left on deposit with the Company with a stock power
endorsed in blank. Participants shall have the right to receive dividends
paid on their Restricted Stock and to vote such shares. Restricted Stock
may not be sold, pledged, assigned, transferred or encumbered during the
Restricted Period determined by the Board.
Termination for Cause, as defined in Section I, shall result in forfeiture
of all outstanding Restricted Stock. Termination by the Company for any
reason other than Cause, or termination by reason of Death, Disability, or
Retirement, shall result in a lapse on all or a proportion of the
Restricted Period applicable to any outstanding Award as set forth in
Section XI.
If a Change in Control occurs while any shares of Restricted Stock or any
Performance Units related to such Restricted Stock remain subject to
restrictions, relating thereto, from and after the Acceleration Date, (1)
all such restrictions and all Restricted Periods shall lapse, (2) all
defined goals shall be deemed to have been met and (3) no later than the
fifth day following the Acceleration Date, any Restricted Stock theretofore
granted a Participant and the full value of all Performance Units related
to such Restricted Stock shall be paid to the Participant in cash;
provided, however, that no payment or benefit shall be made by reason of
this paragraph to the extent that such payment, when aggregated with other
payments or benefits to the Participant, would, as determined by tax
counsel selected by the Company, result in "Excess Parachute Payments" (as
defined below) equal to or greater than three times the "base amount" as
defined in Section 280G of the Internal Revenue Code of 1986, as amended
(the "Code"). "Excess Parachute Payments" shall mean "parachute payments"
as defined in Section 280G of the Code other than (i) health and life
insurance benefits and (ii) payments attributable to any award, benefit or
other compensation plan or program based upon the number of full or
fractional months of any restricted period (relating thereto) which has
elapsed prior to the date of the Change in Control. Furthermore, such
payments or benefits provided to a Participant under this Plan shall be
reduced to the extent necessary so that no portion thereof shall be subject
to the excise tax imposed by Section 4999 of the Code, but only if, by
reason of such reduction, the Participant's net after tax benefit shall
exceed the net after tax benefit if such reduction were not made. "Net
after tax benefit" shall mean the sum of (i) all payments and benefits
which a Participant receives or is then entitled to receive from the
Company and any of its subsidiaries that would constitute a "parachute
payment" within the meaning of Section 280G of the Code, less (ii) the
amount of federal income taxes payable with respect to the payments and
benefits described in (i) above calculated at the maximum marginal income
tax rate for each year in which such payments and benefits shall be paid to
the Participant (based upon the rate in effect for such year as set forth
in the Code at the time of the first payment of the foregoing), less (iii)
the
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amount of excise taxes imposed with respect to the payments and benefits
described in (i) above by Section 4999 of the Code.
VIII. PERFORMANCE UNITS
The Board may from time to time, upon recommendations from the Committee
and subject to the provisions of the Plan, grant Awards of Performance
Units to employees of the Company at the same time as, and in number equal
to, grants of Restricted Stock.
The Board shall, at the time Performance Units are granted, designate
certain goals for the performance of the Company and the Performance
Period over which the goals must be achieved. Such designated goals must
be achieved in order for a Participant to receive the full value of the
Performance Units following the end of the Performance Period. For the
achievement of results below the goals warranting full value of the
Performance Units, the Board may determine the value of the Performance
Units which the Participants are entitled to receive.
To the extent earned in accordance with this Section, all Performance
Units shall be payable in cash as soon as practicable following the end of
the Performance Period.
Termination of employment prior to the end of the Performance Period for
any reason including Death, Disability and Retirement shall result in the
forfeiture of all outstanding Performance Units. However, in lieu of such
forfeiture the Board may determine that a Participant is entitled to
receive a settlement for his Performance Units by reason of special
circumstances.
IX. STOCK APPRECIATION RIGHTS
The Board may from time to time, upon recommendations from the Committee
and subject to the provisions of the Plan, grant Awards of Stock
Appreciation Rights to employees of the Company subject to the limitation
in Section II.
The Board shall determine at the time of the grant the time period during
which the Stock Appreciation Rights may be exercised which period may not
commence until six months after the Grant Date.
Stock Appreciation Rights shall not be transferable other than by will or
the laws of descent and distribution and during the Participant's lifetime
shall be exercisable only by the Participant.
Termination for Cause, as defined in Section I, shall result in forfeiture
of all outstanding Stock Appreciation Rights. Termination by the Company
for any reason other than Cause, or termination by reason of Death,
Disability, or Retirement, shall result in a lapse on all or a proportion
of the Restricted Period applicable to any outstanding Award as set forth
in Section XI.
Subject to any restrictions or conditions imposed by the Board, upon the
exercise of a Stock Appreciation Right, the Company shall pay the amount,
if any, by which the Fair Market Value of a share of Common Stock on the
date of exercise exceeds the Fair Market Value of a share of Common Stock
on the Grant Date.
A person electing to exercise a Stock Appreciation Right shall give
written notice of such election to the Company in such form as the
Committee may require. The exercise of Stock Appreciation Rights or
Options granted in tandem will result in an equal reduction in the number
of corresponding Options or Stock Appreciation Rights which were granted
in tandem with such Stock Appreciation Rights and Options.
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X. CONTINUED EMPLOYMENT
Participation in the Plan shall confer no rights to continued employment
with the Company, nor shall it restrict the rights of the Company to
terminate a Participant's employment relationship at any time.
XI. TERMINATION OF EMPLOYMENT
In the event of a Participant's termination of employment by reason of
Death, the Restricted Period shall lapse on all of the Participant's
outstanding Awards, except Performance Units, which are then subject to a
Restricted Period.
In the event of a Participant's termination of employment by reason of
Disability, Retirement or by the Company for any reason other than Cause,
the Restricted Period shall lapse on a proportion of any outstanding
Awards, except Performance Units, which are then subject to a Restricted
Period and except for Incentive Stock Options unless outstanding for more
than a year. The proportion of an Award upon which the Restricted Period
shall lapse shall be a fraction, the denominator of which is the total
number of months of any Restricted Period applicable to an Award and the
numerator of which is the number of months of such Restricted Period which
elapsed prior to the termination of employment.
Restricted Stock upon which the Restricted Period lapses shall be issued to
the Participant or, in the case of Death, to the Participant's designated
beneficiary, or in the absence of such designation, to the person to whom
the Participant's rights pass by will or the laws of descent and
distribution.
Options and Stock Appreciation Rights which are or become exercisable at
the time of a Participant's termination of employment by reason of
Disability, Retirement or by the Company for any reason other than Cause,
may be exercised by the Participant within three months following such
termination of employment.
Options and Stock Appreciation Rights which are or become exercisable at
the time of a Participant's termination of employment by reason of
Disability, Retirement or by the Company for any reason other than Cause,
may be exercised by the Participant within three months following such
termination of employment; provided, however, that Non-Qualified Stock
Options and Stock Appreciation Rights of officers of the Corporation who
are subject to restrictions imposed by Section 16(b) of the Securities
Exchange Act of 1934 on the date of termination of employment may be
exercised by such a Participant within one hundred eighty-five (185) days
following such termination of employment. Options and Stock Appreciation
Rights which are or become exercisable at the time of a Participant's
termination of employment by reason of Death, may be exercised by the
Participant's designated beneficiary, or in the absence of such
designation, by the person to whom the Participant's rights pass by will or
the laws of descent and distribution at any time within one year after the
Participant's Death but not after the expiration of the period of the
Option or Stock Appreciation Right.
If a Participant's employer ceased to be a part of the Company as defined
in Section I, such Participant shall be deemed to have terminated
employment with the Company as of the date the Participant's employer so
ceased to be a company of which more than 50% of the voting stock is owned
directly or indirectly by SFP.
The Board or the Committee may determine that termination of employment by
reasons of any other special circumstances shall not terminate an Award or
a portion thereof.
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XII. AWARD AGREEMENT
Each employee granted an Award pursuant to the Plan shall sign an Award
Agreement which signifies the offer of the Award by the Company and the
acceptance of the Award by the employee in accordance with the terms of
the Award and the provisions of the Plan. Each Award Agreement shall
reflect the terms and conditions of the Award.
XIII. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION
In the event of a change in the capitalization of SFP due to a stock
split, stock dividend, recapitalization, merger, consolidation,
combination, or similar event, the aggregate shares subject to the Plan
and the terms of any existing Awards shall be adjusted by the Board to
reflect such change.
XIV. LIMITED STOCK APPRECIATION RIGHTS
(a) The Committee shall have authority to grant a Limited Stock
Appreciation Right ("Limited Right") to the holder of any Option
granted under the Plan (referred to herein as the "Related LSAR
Option") with respect to all or some of the shares of Common Stock
covered by such Related LSAR Option. A Limited Right may be granted
either at the time of grant of the Related LSAR Option or any time
thereafter during its term (except as otherwise provided in Section
XVI hereof). A Limited Right may be exercised only during the sixty-
day period beginning on an Acceleration Date. Each Limited Right
shall be exercisable only if, and to the extent that, the Related LSAR
Option is exercisable and, in the case of a Limited Right granted in
respect of an Incentive Stock Option, only when the Fair Market Value
per share of Common Stock exceeds the Fair Market Value of a share of
Common Stock on the Grant Date (the "Option Price per share").
Notwithstanding the provisions of the two immediately preceding
sentences, no Limited Right may be exercised by a holder who is
subject to liability under Section 16(b) of the Exchange Act until the
expiration of six (6) months from the date of grant of the Limited
Right unless, prior to the expiration of such six (6) month period,
the holder of such Limited Right ceases to be an employee of the
Company by reason of such holder's death or Disability. Upon the
exercise of a Limited Right, the Related LSAR Option shall cease to be
exercisable to the extent of the shares of Common Stock with respect
to which such Limited Right is exercised, but shall be considered to
have been exercised to that extent for purposes of determining the
number of shares of Common Stock available for the grant of further
Options, Stock Appreciation Rights and Limited Rights pursuant to this
Plan. Upon the exercise or termination of a Related LSAR Option, the
Limited Right with respect to such Related LSAR Option shall terminate
to the extent of the shares of Common Stock with respect to which the
Related LSAR Option was exercised or terminated.
(b) Upon the exercise of a Limited Right, the holder thereof shall receive
in cash whichever of the following amounts is applicable:
(i) in the case of an exercise of Limited Rights by reason of an
acquisition of Common Stock described in clause (a) of the
definition of Change of Control contained in Section I hereof,
an amount equal to the Acquisition Spread (as defined in
Subsection (d) hereof);
(ii) in the case of an exercise of Limited Rights by reason of the
change in composition of the Board of Directors described in
clause (b) of the definition of Change in Control contained in
Section I hereof, an amount equal to the Spread (as defined in
Subsection (g) hereof); or
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(iii) in the case of an exercise of Limited Rights by reason of
stockholder approval of an agreement or adoption of a plan
described in clause (c) or (d) of the definition of Change in
Control contained in Section I hereof, an amount equal to the
Merger Spread (as defined in Subsection (f) hereof).
Notwithstanding the foregoing provisions of this Section XIV(b), (i) in the
case of a Limited Right granted in respect of an Incentive Stock Option,
the holder may not receive an amount in excess of the maximum amount that
will enable such option to continue to qualify as an Incentive Stock
Option, and (ii) no payment shall occur by reason of this Section XIV(b) to
the extent that such payment, when aggregated with other payments or
benefits to the Participant, would, as determined by tax counsel selected
by the Company, result in an "Excess Parachute Payments" (as defined below)
equal to or greater than three times the "base amount" as defined in
Section 280G of the Internal Revenue Code of 1986, as amended (the "Code").
"Excess Parachute Payments" shall mean "parachute payments" as defined in
Section 280G of the Code other than (i) health and life insurance benefits
and (ii) payments attributable to any award, benefit or other compensation
plan or program based upon the number of full or fractional months of any
restricted period (relating thereto) which have elapsed prior to the date
of the Change in Control. Furthermore, such payments or benefits provided
to a Participant under this Plan shall be reduced to the extent necessary
so that no portion thereof shall be subject to the excise tax imposed by
Section 4999 of the Code, but only if, by reason of such reduction, the
Participant's net after tax benefit shall exceed the net after tax benefit
if such reduction were not made. "Net after tax benefit" shall mean the
sum of (i) all payments and benefits which a Participant receives or is
then entitled to receive from the Company and any of its subsidiaries that
would constitute a "parachute payment" within the meaning of Section 280G
of the Code, less (ii) the amount of federal income taxes payable with
respect to the payments and benefits described in (i) above calculated at
the maximum marginal income tax rate for each year in which such payments
and benefits shall be paid to the Participant (based upon the rate in
effect for such year as set forth in the Code at the time of the first
payment of the foregoing), less (iii) the amount of excise taxes imposed
with respect to the payments and benefits described in (i) above by Section
4999 of the Code.
(c) The term "Acquisition Price per Share" as used in this Section XIV
shall mean, with respect to the exercise of any Limited Right by reason of
an acquisition of Common Stock described in clause (a) of the definition of
Change in Control contained in Section I hereof, the highest Fair Market
Value per share of Common Stock during the sixty-day period ending on the
date the Limited Right is exercised.
(d) The term "Acquisition Spread" as used in this Section XIV shall mean
an amount equal to the product obtained by multiplying (i) the excess of
(A) the Acquisition Price per Share over (B) the Option Price per share of
Common Stock at which the Related LSAR Option is exercisable, by (ii) the
number of shares of Common Stock with respect to which such Limited Right
is being exercised.
(e) The term "Merger Price per Share" as used in this Section XIV shall
mean, with respect to the exercise of any Limited Right by reason of
stockholder approval of an agreement or adoption of a plan described in
clause (c) or (d) of the definition of Change in Control contained in
Section I hereof, the greater of (i) the fixed or formula price for the
acquisition of shares of Common Stock specified in such agreement or
adoption, if such fixed or formula price is determinable on the date on
which such Limited Right is exercised, and (ii) the highest Fair Market
Value per share of Common Stock during the sixty-day period ending on the
date on which such Limited Right is exercised.
(f) The term "Merger Spread" as used in this Section XIV shall mean an
amount equal to the product obtained by multiplying (i) the excess of (A)
the Merger Price per Share over (B) the Option Price per share of Common
Stock at which the Related LSAR Option is exercisable, by (ii) the number
of shares of Common Stock with respect to which such Limited Right is being
exercised.
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(g) The term "Spread" as used in this Section XIV shall mean, with respect
to the exercise of any Limited Right by reason of a change in the
composition of the Board described in clause (b) of the definition of
Change in Control contained in Section I hereof, an amount equal to the
product obtained by multiplying (i) the excess of (A) the highest Fair
Market Value per share of Common Stock during the sixty-day period ending
on the date the Limited Right is exercised over (B) the Option Price per
share of Common Stock at which the Related LSAR Option is exercisable, by
(ii) the number of shares of Common Stock with respect to which the Limited
Right is being exercised.
(h) A Limited Right shall not be transferable except by will or by the
laws of descent and distribution. During the lifetime of a Participant,
the Limited Right shall be exercisable only by such Participant or by the
Participant's guardian or legal representative.
(i) Each Limited Right shall be granted on such terms and conditions not
inconsistent with the Plan as the Committee may determine.
(j) To exercise a Limited Right, the Participant shall (i) give written
notice thereof to the Committee in form satisfactory to the Committee
specifying the number of shares of Common Stock with respect to which the
Limited Right is being exercised, and (ii) if requested by the Committee,
deliver the option agreement to the Committee, who shall endorse thereon a
notation of such exercise and return the option agreement to the
Participant. The date of exercise of a Limited Right that is validly
exercised shall be deemed to be the date on which there shall have been
delivered the instruments referred to in the first sentence of this
paragraph (j).
(k) The Company intends that this Section XIV shall comply with the
requirements of Rule 16b-3 and any future rules promulgated in substitution
therefor ("the Rule") under the Exchange Act during the term of the Plan.
Should any provision of this Section XIV not be necessary to comply with
the requirements of the Rule or should any additional provisions be
necessary for this Section XIV to comply with the requirements of the Rule,
the Board may amend the Plan to add to or modify the provisions of the Plan
accordingly.
XV. WITHHOLDING TAXES
(a) Cash Remittance
Whenever shares of Common Stock are to be issued upon the exercise of an
Option or the occurrence of the distribution or vesting date with respect
to a share of Restricted Stock, the Company shall have the right to require
the Participant to remit to the Company in cash an amount sufficient to
satisfy federal, state and local withholding tax requirements, if any,
attributable to such exercise or occurrence, prior to the delivery of any
certificate or certificates for such shares. In addition, upon the
exercise of a Limited Stock Appreciation Right, a Stock Appreciation Right,
or payment of a Performance Unit, the Company shall have the right to
withhold from any cash payment required to be made pursuant thereto an
amount sufficient to satisfy the federal, state and local withholding tax
requirements, if any, attributable to such exercise or grant.
(b) Stock Withholding or Remittance
In lieu of the remittance required by Section XV(a) hereof or, if greater,
the participant's estimated federal, state and local tax obligations
associated with an Award hereunder, a Participant who is granted an Option,
Stock Appreciation Right, Restricted Stock or Performance Units under the
Plan, subject to approval by the Committee, may irrevocably elect by
written notice to the Company at the office of the Company designated for
that purpose, to (i) have the Company withhold shares of Common Stock from
any Award hereunder or (ii) deliver other previously owned shares, the Fair
Market Value of which at the tax date is determined
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to be equal to the amount to be withheld, if any, rounded down to the
nearest whole share attributable to such exercise, occurrence or grant.
(c) Participants Subject to Section 16(b)
Notwithstanding any other provision herein, a stock withholding election
in connection with the exercise of an Option may be made by a Participant
who is subject to Section 16(b) of the Securities Exchange Act of 1934
subject to the following additional restrictions: (1) it may not be made
within six months after the grant of an Award (except in the case of the
death or disability of the Participant) and (2) it must be made either (a)
six months or more prior to the date as of which the amount of tax to be
withheld is determined (the "Tax Date") or (b) within a ten day "window
period" preceding the Tax Date beginning on the third business day
following the release of the Company's quarterly or annual summary
statement of sales and earnings.
XVI. EFFECTIVE DATE AND DURATION OF PLAN
The Plan shall become effective upon its approval by the stockholders of
SFP. Unless previously terminated by the Board, the Plan shall terminate
on the tenth anniversary of its approval by the stockholders; provided,
however, that such termination shall not terminate any Award then
existing.
XVII. TERMINATION AND AMENDMENT
The Board may suspend, terminate, modify or amend the Plan, provided that
any amendment that would increase the aggregate number of shares which may
be issued under the Plan; materially increase the benefits accruing to
Participants under the Plan; or materially modify the requirements as to
eligibility for participation in the Plan, shall be subject to the
approval of SFP's stockholders, except that any such increase or
modification that may result from adjustments authorized by Section XIII
does not require such approval. No suspension, termination, modification
or amendment of the Plan may terminate a Participant's existing Award or
materially and adversely affect a Participant's rights under such Award.
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of Burlington Northern Santa Fe Corporation of our report dated
December 22, 1994 on our audit of the balance sheet of BNSF Corporation (now
known as Burlington Northern Santa Fe Corporation) as of December 22, 1994.
COOPERS & LYBRAND L.L.P.
Fort Worth, Texas
September 21, 1995
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of Burlington Northern Santa Fe Corporation of our report dated January
16, 1995, on our audits of the consolidated financial statements and 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.
COOPERS & LYBRAND L.L.P.
Fort Worth, Texas
September 21, 1995
<PAGE>
EXHIBIT 23.4
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of Burlington Northern Santa Fe Corporation of (a) our
report dated February 21, 1995, which appears on page 19 of the 1994 Annual
Report of Santa Fe Pacific Corporation, which is incorporated by reference in
Santa Fe Pacific Corporation's Annual Report on Form 10-K for the year ended
December 31, 1994; and (b) our report dated June 23, 1995, included in Exhibit
99(a) of Santa Fe Pacific Corporation's Annual Report on Form 10-K/A relating to
the Santa Fe Pacific Retirement and Savings Plan for Salaried Employees.
Price Waterhouse LLP
Kansas City, Missouri
September 22, 1995
