<PAGE>
As filed with the Securities and Exchange Commission, Pursuant to EDGAR, on
April 15, 1996
Registration No. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
BURLINGTON NORTHERN SANTA FE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 41-1804964
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3800 Continental Plaza, 777 Main Street Jeffrey R. Moreland, Esquire
Fort Worth, Texas 76102 1700 East Golf Road
(817) 333-2000 Schaumburg, Illinois 60173-5860
(Address, including zip code, and telephone (847) 995-6805
number, including area code, of registrant's (Name, address, including zip
principal executive offices) code, and telephone number,
including area code, of agent
for service)
Copies to:
James J. Junewicz Robert M. Thomas, Jr.
Mayer, Brown & Platt Sullivan & Cromwell
190 South LaSalle Street 125 Broad Street
Chicago, Illinois 60603 New York, New York 10004
(312) 782-0600 (212) 558-4000
______________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time as determined by market conditions after this Registration Statement
becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
========================================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED PER UNIT PRICE(1) REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt Securities $500,000,000 100% $500,000,000(2) $172,413.79
========================================================================================================
</TABLE>
(1) Estimated pursuant to Rule 457 under the Securities Act of 1933 solely for
the purpose of calculating the registration fee.
(2) Or, if any Debt Securities are issued (i) with a principal amount
denominated in a foreign currency (including a composite currency), such
principal amount as shall result in an aggregate initial offering price the
equivalent of $500,000,000 or (ii) at an original issue discount, such
greater principal amount as shall result in an aggregate initial offering
price of $500,000,000.
____________________________
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE>
+++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+ INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+ REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+ SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR +
+ MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+ BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+ THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+ SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+ UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS +
+ OF ANY SUCH STATE. +
+++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED APRIL 15, 1996
PROSPECTUS
- ----------
BNSF
$500,000,000
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 $500,000,000 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 , 1996
<PAGE>
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN OR INCORPORATED BY REFERENCE IN
THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY OR ANY UNDERWRITER. NEITHER THIS PROSPECTUS NOR ANY PROSPECTUS
SUPPLEMENT CONSTITUTES AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY
SECURITIES OTHER THAN THE REGISTERED SECURITIES TO WHICH IT RELATES OR AN OFFER
TO SELL OR A SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES TO ANY PERSON IN
ANY JURISDICTION TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN
SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS OR ANY PROSPECTUS
SUPPLEMENT 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 THEREOF OR THAT THE INFORMATION
CONTAINED OR INCORPORATED BY REFERENCE HEREIN OR THEREIN IS CORRECT AS OF ANY
TIME SUBSEQUENT TO THE DATE HEREOF OR THEREOF.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and in accordance
therewith files 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 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) Annual Report
on Form 10-K for the year ended December 31, 1995; (2) Current Reports on Form
8-K dated February 13, 1996 and April 12, 1996.
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<PAGE>
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); and (2) Quarterly Reports on Form 10-Q for the quarters ended March
31, 1995 and June 30, 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.
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, 1700 East Golf Road, Schaumburg,
Illinois 60173-5860, Attention: Corporate Secretary, telephone number
(847) 995-6000.
Unless otherwise indicated, currency amounts in the Prospectus and any
Prospectus Supplement are stated in United States dollars ("$" or "dollars").
3
<PAGE>
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, 1995.
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.
The Company derives a substantial portion of its revenues from intermodal
transportation and the transportation of coal and agricultural commodities.
Other significant aspects of the Company's rail business include the
transportation of chemicals and plastics, forest products, consumer and food
products, metals, minerals and ores and automotive products.
On September 22, 1995, Burlington Northern Inc. ("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: April 12, 1996) 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.
4
<PAGE>
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, 1995, and for the year
ended December 31, 1995 on a pro forma basis. The ratios reflect the historical
results only for BNI in all periods reported, except for the year ended December
31, 1995, which period includes SFP results from September 22, 1995, and except
for the pro forma year ended December 31, 1995 as described in note (2) below.
<TABLE>
<CAPTION>
Pro Forma
Year Ended
December 31, 1995 Year Ended December 31,
----------------- ------------------------------------
1995 1994 1993 1992 1991
-------- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
Earnings to Fixed Charges(1) 2.87x(2) 1.85x(3) 3.70x 3.19x 2.58x (4)
</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 pro forma computation of ratio of earnings to fixed charges displays
the effect of the Merger, including the effects of purchase accounting and
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
the Merger had occurred on January 1, 1995, and includes $230 million
of the $735 million of Merger, Severance and Asset charges which are not
directly attributable to the Merger. Excluding the $230 million of such
charges, the pro forma ratio would have been 3.33x. The pro forma
information should be considered in conjunction with the Company's Current
Reports on Form 8-K (Dates of earliest event reported: February 13, 1996
and April 12, 1996).
(3) Earnings for the year ended December 31, 1995, include Merger, Severance
and Asset charges of $735 million. Excluding these costs, the ratio would
have been 3.91x.
(4) The ratio of earnings to fixed charges, before the 1991 special charge of
$708 million, was 1.65x. Additional earnings of $490 million for the year
ended December 31, 1991 would have been necessary to cover fixed charges.
USE OF PROCEEDS
Unless otherwise specified in the applicable Prospectus Supplement, net
proceeds from the sale of the Debt Securities will be used for general corporate
purposes, including working capital, capital expenditures and debt repayment.
DESCRIPTION OF DEBT SECURITIES
The Debt Securities are to be issued under an Indenture (the "Indenture"),
between the Company and The First National Bank of Chicago, as Trustee (the
"Trustee"), a copy of which is filed as an exhibit to the Registration Statement
of which this Prospectus is a part. The Debt Securities may be issued from time
to time in one or more series. The particular terms of each series, or of Debt
Securities forming a part of a series, which are offered by a Prospectus
Supplement will be described in such Prospectus Supplement.
The following summaries of certain provisions of the Indenture do not
purport to be complete and are subject to, 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
5
<PAGE>
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 upon the aggregate principal amount of the particular series of
Debt Securities; (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 upon which any of such Debt Securities may be redeemed, in whole or
in part, at the option of the Company and the manner in which any election by
the Company to redeem such Debt Securities shall be evidenced (if other than by
a Board Resolution); (7) the obligation, if any, of the Company to redeem or
purchase any of such Debt Securities pursuant to any sinking fund or analogous
provision or at the option of the Holder thereof, and the period or periods
within which, the price or prices at which and the terms and conditions upon
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
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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 and
the manner in which any election of the Company to defease such Debt Securities
shall be evidenced (if other than by a Board Resolution); (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 requisite
Holders of any of such Debt Securities to declare the principal amount thereof
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.
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
7
<PAGE>
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
Unless otherwise provided in the Prospectus Supplement, 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. Unless otherwise provided in
the Prospectus Supplement, the Global Security representing Securities will be
deposited with, or on behalf of, The Depository Trust Company ("DTC"), or other
successor depository appointed by the Company (DTC or such other depository is
herein referred to as the "Depositary") and registered in the name of the
Depositary or its nominee and such Global Security 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. Unless otherwise provided in the Prospectus Supplement, Debt
Securities will not be issued in definitive form.
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 Debt 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)
DTC is a limited-purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law, 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. DTC
holds securities that its participants ("Participants") deposit with DTC. DTC
also facilitates the settlement among Participants of securities transactions,
such as transfers and pledges, in deposited securities through electronic
computerized book-entry changes in Participants' accounts, thereby eliminating
the need for physical movement of securities certificates. Direct Participants
include securities brokers and dealers, banks, trust companies, clearing
corporations and certain other
8
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organizations. DTC is owned by a number of Direct Participants and by the New
York Stock Exchange, Inc., the American Stock Exchange, Inc., and the National
Association of Securities Dealers, Inc. Access to DTC's book-entry system is
also available to others, such as securities brokers and dealers, banks and
trust companies that clear through or maintain a custodial relationship with a
Direct Participant, either directly or indirectly ("Indirect Participants"). The
Rules applicable to DTC and its Participants are on file with the Securities and
Exchange Commission.
Upon the issuance by the Company of Debt Securities represented by a Global
Security, purchases of Debt Securities under the DTC System must be made by or
through Direct Participants, which will receive a credit for the Debt Securities
on DTC's records. The ownership interest of each actual purchaser of each Debt
Security ("Beneficial Owner") is in turn to be recorded on the Direct and
Indirect Participants' records. Beneficial Owners will not receive written
confirmation from DTC of their purchase, but Beneficial Owners are expected to
receive written confirmations providing details of the transaction, as well as
periodic statements of their holdings, from the Direct or Indirect Participant
through which the Beneficial Owner entered into the transaction. Transfers of
ownership interests in the Debt Securities are to be accomplished by entries
made on the books of Participants acting on behalf of Beneficial Owners.
Beneficial Owners will not receive certificates representing their ownership
interests in Debt Securities, except in the event that use of the book-entry
system for the Debt Securities is discontinued. The laws of some states require
that certain purchasers of securities take physical delivery of such securities
in definitive form. Such limits and such laws may impair the ability to
transfer beneficial interests in the Global Security.
So long as the Depositary for the Global Security, or its nominee, is the
registered owner of the Global Security, the Depositary or its nominee, as the
case may be, will be considered the sole owner or holder of the Debt Securities
represented by such Global Security for all purposes under the applicable
Indenture. Except as described above, owners of beneficial interests in Debt
Securities represented by the Global Security will not be entitled to have Debt
Securities represented by such Global Security registered in their names, will
not receive or be entitled to receive physical delivery of Debt Securities in
definitive form and will not be considered the owners or holders thereof under
the applicable Indenture.
To facilitate subsequent transfers, all Debt Securities deposited by
Participants with DTC are registered in the name of DTC's partnership nominee,
Cede & Co. The deposit of Debt Securities with DTC and their registration in
the name of Cede & Co. effect no change in beneficial ownership. DTC has no
knowledge of the actual Beneficial Owners of the Debt Securities; DTC's records
reflect only the identity of the Direct Participants to whose accounts such Debt
Securities are credited, which may or may not be the Beneficial Owners. The
Participants will remain responsible for keeping account of their holdings on
behalf of their customers. Conveyance of notices and other communications by
DTC to Direct Participants, by Direct Participants to Indirect Participants, and
by Direct Participants and Indirect Participants to Beneficial Owners will be
governed by arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time.
Neither DTC nor Cede & Co. will consent or vote with respect to Debt
Securities. Under its usual procedures, DTC mails an Omnibus Proxy to the
Issuer as soon as possible after the record date. The Omnibus Proxy assigns
Cede & Co.'s consenting or voting rights to those Direct Participants to whose
accounts the Debt Securities are credited on the record date (identified in a
listing attached to the Omnibus Proxy).
Payments of principal of and interest, if any, on the Debt Securities
represented by the Global Security registered in the name of DTC or its nominee
will be made by the Company through the Trustee under the applicable Indenture
or a paying agent (the "Paying Agent"), which may also be the Trustee under the
applicable Indenture to DTC or its nominee, as the case may be, as the
registered owner of the Global Security. Neither the Company, the Trustee, nor
the Paying Agent will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests of the Global Security or for maintaining, supervising or reviewing
any records relating to such beneficial ownership interests.
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The Company has been advised that DTC will credit Direct Participants'
accounts on the payable date in accordance with their respective holdings shown
on DTC's records unless DTC has reason to believe that it will not receive
payment on the payable date. Payments by Participants to Beneficial Owners will
be governed by standing instructions and customary practices, as in the case
with securities held for the accounts of customers in bearer form or registered
in "street name," and will be the responsibility of such Participant and not of
DTC, the Paying Agent, or the Company, subject to any statutory or regulatory
requirements as may be in effect from time to time. Payment of principal and
interest to DTC is the responsibility of the Company or the Paying Agent,
disbursement of such payments to Direct Participants shall be the responsibility
of DTC, and disbursement of such payments to the Beneficial Owners shall be the
responsibility of Direct and Indirect Participants.
The information in this section concerning the Depositary and the
Depositary's book-entry system has been obtained from sources that the Company
believes to be reliable, but the Company takes no responsibility for the
accuracy thereof.
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 Chicago, Illinois will
be designated as the Company's sole Paying Agent for payments with respect to
Debt Securities of each series. Any other Paying Agents initially designated by
the Company for the Debt Securities of a particular series will be named in the
applicable Prospectus Supplement. The Company may at any time designate
additional Paying Agents or rescind the designation of any Paying Agent or
approve a change in the office through which any Paying Agent acts, except that
the Company will be required to maintain a Paying Agent in each Place of Payment
for the Debt Securities of a particular series. (Section 1002)
Any money paid by the Company to a Paying Agent for the payment of the
principal of or any premium or interest on any Security which remains unclaimed
at the end of two years after such principal, premium or interest has become due
and payable may be repaid to the Company at the Company's request. (Section
1003)
NEGATIVE PLEDGE
In the Indenture, the Company covenants that it will not, and it will not
permit any subsidiary to, create, assume, incur or suffer to exist any Lien upon
any stock 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.
10
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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. (Section 501)
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 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
11
<PAGE>
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
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 1402, will not be deemed to be
Outstanding. (Section 101)
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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 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
13
<PAGE>
Debt Securities upon any acceleration resulting from such Event of Default. In
such case, the Company would remain liable for such payments. (Sections 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.
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Underwriters, agents or dealers participating in the distribution of Debt
Securities may be deemed to be underwriters, and any discounts and commissions
received by them and any profit realized by them on resale of the Debt
Securities may be deemed to be underwriting discounts and commissions under the
Securities Act.
The Debt Securities may be sold in one or more transactions either at a
fixed price or prices which may be changed, at market prices prevailing at the
time of sale, at prices related to such prevailing market prices or at
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 the Company incorporated in this
Prospectus by reference to the Company's Annual Report on Form 10-K for the year
ended December 31, 1995, 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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PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The registrant estimates that expenses in connection with the offering
described in this Registration Statement will be as follows:
<TABLE>
<CAPTION>
<S> <C>
SEC Registration Fee $172,414
Rating Agency Fees 180,000
Trustee's Fees and Expenses 10,000
Printing and Engraving Expenses 15,000
Accountants' Fees and Expenses 50,000
Legal Fees and Expenses 40,000
Blue Sky Fees and Expenses 20,000
Miscellaneous 15,000
--------
Total $502,414
========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company is incorporated under the laws of the State of Delaware. The
General Corporation Law of the State of Delaware (the "Delaware Statute")
provides for indemnification of directors, officers, and employees in certain
situations. The Delaware Statute, by its terms, expressly permits
indemnification where such a person acted in good faith and in a manner such
person reasonably believed to be in, or not opposed to, the corporation's best
interests, and, in a criminal action, if such person had no reasonable cause to
believe that his or her conduct was unlawful. In the case of a claim by a third
party (i.e., a party other than the corporation), the Delaware Statute expressly
permits indemnifications for expenses, judgments, settlement payments, and other
costs. In the case of a claim by or in the right of the corporation (including
stockholder derivative suits), the Delaware Statute expressly provides for
indemnification for expenses only, and not for amounts paid in judgment or
settlement of such actions. Moreover, a corporation cannot, under the Delaware
Statute, provide for indemnification against expenses in the case of an action
by or in the right of the corporation if the person seeking indemnification is
adjudged liable to the corporation, unless the indemnification is ordered by a
court. The Delaware Statute also permits advancement of expenses to directors
and officers upon receipt of an undertaking by such director or officer to repay
all amounts advanced if it shall ultimately be determined that he or she is not
entitled to be indemnified by the corporation. In addition, the Delaware
Statute specifically provides that its terms shall not be deemed exclusive of
any other right to indemnification to which a director, officer, or employee may
be entitled under any by-law, agreement, or vote of stockholders or
disinterested directors.
The By-Laws of the Company provide that the Company shall indemnify and
hold harmless, to the full extent permitted by law, any person made, or
threatened to be made, a party to an action, suit, or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he or she
is or was a director or officer of the Company, or served or serves as a
director, officer, employee, or agent of another corporation or of a
partnership, joint venture, trust or other enterprise, including service with
respect to an employee benefit plan, at the request of the Company.
The Company also maintains directors' and officers' liability insurance
which purports to insure the Company against certain costs of indemnification
which may be incurred by the Company pursuant to the foregoing provisions, and
to insure directors and officers of the Company against certain liabilities
incurred by them in the
<PAGE>
discharge of their function as such officers and directors, except for
liabilities resulting from their own malfeasance.
Reference is made to Section 8 of the Underwriting Agreement, filed as
Exhibit 1 hereto, for a description of the indemnification arrangements in
connection with any underwritten offering of the Debt Securities.
For the undertaking regarding indemnification, see Item 17 below.
ITEM 16. EXHIBITS
A list of exhibits included as part of this Registration Statement is set
forth in the Exhibit Index which immediately precedes such exhibits and is
incorporated herein by reference.
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
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; provided
that, notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range, if any, may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent
no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
Provided, however, that the undertakings set forth in paragraphs (i)
and (ii) above do not apply if the information required to be included
in a post-effective amendment by these paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement.
2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
4. For purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934
that is incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
II-2
<PAGE>
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers, or controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-3
<PAGE>
SIGNATURES
----------
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE VILLAGE OF SCHAUMBURG, STATE OF ILLINOIS, ON APRIL 11, 1996.
BURLINGTON NORTHERN SANTA FE CORPORATION
By: /s/ Jeffrey R. Moreland
---------------------------------------
Jeffrey R. Moreland
Senior Vice President-Law and General
Counsel
POWER OF ATTORNEY
-----------------
Each person whose signature appears below hereby authorizes any Authorized
Officer acting alone to execute in the name of such person and in the capacity
indicated below, and to file, any amendments to the Registration Statement which
any Authorized Person deems necessary or advisable to enable the Registrant to
comply with the Securities Act of 1933, as amended, and any rules, regulations,
and requirements of the Securities and Exchange Commission in respect thereof,
and to take any other action on behalf of such person which any Authorized
Officer deems necessary or desirable in connection herewith. The term
"Authorized Officer" as applied with respect to any action taken pursuant to
this authorization means (i) any person who is the Registrant's Chairman,
President, or Senior Vice President-Law and General Counsel at the time such
action shall be taken and (ii) any other officer of the Registrant or of a
wholly-owned subsidiary of the Registrant who shall be authorized by any person
identified in clause (i) to act as an Authorized Officer for purposes of this
paragraph.
S-1
<PAGE>
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED AND ON THE 11TH DAY OF APRIL, 1996.
/s/ Denis E. Springer /s/ Robert D. Krebs
- -------------------------------------- --------------------------------------
Denis E. Springer, Senior Vice Robert D. Krebs, President and Chief
President and Chief Financial Executive Officer (Principal
Officer (Principal Financial Officer) Executive Officer) and Director
/s/ George Deukmejian /s/ Thomas N. Hund
- -------------------------------------- --------------------------------------
George Deukmejian, Director Thomas N. Hund, Vice President and
Controller (Principal Accounting
Officer)
/s/ Joseph F. Alibrandi /s/ Jack S. Blanton
- -------------------------------------- --------------------------------------
Joseph F. Alibrandi, Director Jack S. Blanton, Director
/s/ John J. Burns, Jr. /s/ Daniel P. Davison
- -------------------------------------- --------------------------------------
John J. Burns, Jr., Director Daniel P. Davison, Director
/s/ Bill M. Lindig /s/ Daniel J. Evans
- -------------------------------------- --------------------------------------
Bill M. Lindig, Director Daniel J. Evans, Director
/s/ Ben F. Love /s/ Roy S. Roberts
- -------------------------------------- --------------------------------------
Ben F. Love, Director Roy S. Roberts, Director
/s/ Marc J. Shapiro /s/ Arnold R. Weber
- -------------------------------------- --------------------------------------
Marc J. Shapiro, Director Arnold R. Weber, Director
/s/ Robert H. West /s/ J. Steven Whisler
- -------------------------------------- --------------------------------------
Robert H. West, Director J. Steven Whisler, Director
/s/ Edward F. Whitacre, Jr. /s/ Ronald B. Woodard
- -------------------------------------- --------------------------------------
Edward F. Whitacre, Jr., Director Ronald B. Woodard, Director
/s/ Michael B. Yanney
- --------------------------------------
Michael B. Yanney, Director
S-2
<PAGE>
Registration No. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------
EXHIBITS
to
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
------------------------------------
BURLINGTON NORTHERN
SANTA FE CORPORATION
================================================================================
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequential
Exhibit Page
Number Description of Exhibit Number
- ------- ---------------------- ----------
<C> <S> <C>
1 Form of Proposed Underwriting Agreement (incorporated
by reference herein to Exhibit 1.1 of the Burlington
Northern Santa Fe Corporation Registration Statement on
Form S-3 (Registration No. 33-64209)).
2 Agreement and Plan of Merger dated as of June 29, 1994
between Burlington Northern Inc. and Santa Fe Pacific
Corporation as amended by Amendments 1 and 2 thereto,
together with Amendments 3 and 4 thereto (incorporated
by reference herein to the Burlington Northern Santa Fe
Corporation current report on Form 8-K (Date of earliest
event reported: September 22, 1995)(File No. 1-11535)) .
Schedules have been omitted. Schedules will be furnished
supplementally to the Securities and Exchange
Commission upon request.
4 Form of Proposed Indenture (including form of Security)
(incorporated by reference herein to Exhibit 4.1 of the
Burlington Northern Santa Fe Corporation Registration
Statement on Form S-3 (Registration No. 33-64209)).
5 Opinion of Mayer, Brown & Platt, Chicago, Illinois (filed
herewith).
12 Statement regarding computation of ratio of earnings to
fixed charges (filed herewith).
23.1 Consent of Coopers & Lybrand L.L.P. (filed herewith).
23.2 Consent of Price Waterhouse LLP (filed herewith).
23.3 Consent of Mayer, Brown & Platt (included in its opinion
filed as Exhibit 5).
24 Powers of Attorney (filed herewith).
25 Form T-1 Statement of Eligibility of Qualification under
the Trust Indenture Act of 1939 of The First National
Bank of Chicago (filed herewith).
</TABLE>
<PAGE>
Exhibit 5
April 11, 1996
Burlington Northern Santa Fe Corporation
3800 Continental Plaza, 777 Main Street
Fort Worth, Texas 76102
Re: Registration Statement on Form S-3
$500,000,000 Principal Amount of Debt Securities
------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel to Burlington Northern Santa Fe Corporation, a
Delaware corporation (the "Company"), in connection with an offering pursuant to
Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"), of
$500 million principal amount of the Company's debt securities (the "Debt
Securities") and the corporate proceedings (the "Corporate Proceedings") taken
and to be taken in connection therewith. The Debt Securities are to be issued
under an indenture (the "Indenture"), between the Company and The First National
Bank of Chicago, as trustee. We have also participated in the preparation and
filing with the Securities and Exchange Commission under the Securities Act of a
Registration Statement on Form S-3 (the "Registration Statement") relating to
the Debt Securities. In this connection, we have examined such corporate and
other records, instruments, certificate and documents as we considered necessary
to enable us to express this opinion.
Based on the foregoing, it is our opinion that, upon completion of the
Corporate Proceedings, the Debt Securities will have been duly authorized for
issuance and, when each series of Debt Securities is duly executed,
authenticated, issued and delivered, such series will constitute valid and
legally binding obligations of the Company entitled to the benefits of the
Indenture, subject to bankruptcy, insolvency, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditor's rights
and to general equity principles (whether considered in a proceeding at law or
in equity).
<PAGE>
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to us under the caption "Validity of Securities"
therein.
We are admitted to practice law in the State of Illinois and we express no
opinions as to matters under or involving any laws other than the laws of the
State of Illinois, the federal laws of the United States of America and the
General Corporation Law of the State of Delaware.
Very truly yours,
Mayer, Brown & Platt
<PAGE>
EXHIBIT 12
BURLINGTON NORTHERN SANTA FE CORPORATION
STATEMENT OF COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(IN MILLIONS, EXCEPT RATIO)
<TABLE>
<CAPTION>
Pro Forma
Year Ended
December 31, Year Ended December 31,
1995 1995 1994 1993 1992 1991
------ ---- ---- ---- ---- ------
<S> <C> <C> <C> <C> <C> <C>
Earnings:
Pre-Tax income (loss) $ 992 $334 $695 $521 $452 ($490)
Add: 340 220 155 145 186 226
Interest and fixed charges,
excluding capitalized interest
Amortization of capitalized
interest 3 1 -- -- -- --
Portion of rent under long-term
operating leases representative
of an interest factor 157 129 98 92 100 107
Deduct:
Undistributed equity in earnings
of investments accounted for
under the equity method (29) (27) (4) (3) -- --
------ ---- ---- ---- ---- ------
Total earnings available for
fixed charges $1,463 $657 $944 $755 $738 ($157)
====== ==== ==== ==== ==== ======
Fixed Charges:
Interest expense and fixed charges $ 352 $227 $157 $145 $186 $ 226
Portion of rent under long-term
operating leases representative of
an interest factor 157 129 98 92 100 107
------ ---- ---- ---- ---- ------
Total Fixed Charges $ 509 $356 $255 $237 $286 $ 333
====== ==== ==== ==== ==== ======
Ratio of Earnings to Fixed Charges 2.87x (1) 1.85x (2) 3.70x 3.19x 2.58x --x (3)
====== ==== ==== ==== ==== ======
</TABLE>
(1) The pro forma computation of ratio of earnings to fixed charges displays
the effect of the Merger, including the effects of purchase accounting and
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
the Merger had occurred on January 1, 1995, and includes $230 million
of the $735 million of Merger, Severance and Asset charges which are not
directly attributable to the Merger. Excluding the $230 million, the pro
forma ratio would have been 3.33x. The pro forma information should be
considered in conjunction with the Company's Current Reports on Form 8-K
(Dates of earliest event reported: February 13, 1996 and April 12, 1996).
(2) Earnings for the year ended December 31, 1995, include Merger, Severance
and Asset charges of $735 million. Excluding these costs, the ratio would
have been 3.91x.
(3) Earnings for the year ended December 31, 1991, include a special charge of
$708 million. Excluding these costs, the ratio would have been 1.65x.
Additional earnings of $490 million for the year would have been necessary
to cover fixed charges for the year.
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Prospectus constituting
part of the Registration Statement on Form S-3 of Burlington Northern Santa Fe
Corporation of our reports dated February 15, 1996, on our audits of the
consolidated financial statements and the financial statement schedule of
Burlington Northern Santa Fe Corporation and Subsidiaries as of December 31,
1995 and 1994, and for the years ended December 31, 1995, 1994, and 1993, which
reports are included in or incorporated by reference in Burlington Northern
Santa Fe Corporation's Annual Report on Form 10-K for the year ended December
31, 1995. We also consent to the reference to our firm under the caption
"Experts" in the aforementioned Registration Statement.
COOPERS & LYBRAND L.L.P.
Fort Worth, Texas
April 9, 1996
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of the Registration Statement on Form S-3 of Burlington
Northern Santa Fe Corporation of our report dated February 21, 1995, related to
the consolidated financial statements of Santa Fe Pacific Corporation, which
appears on page 19 of the 1994 Annual Report to Shareholders, which is
incorporated by reference in Santa Fe Pacific Corporation's Annual Report on
Form 10-K for the year ended December 31, 1994. We also consent to the
reference to us under the heading "Experts" in such Prospectus.
PRICE WATERHOUSE LLP
Kansas City, Missouri
April 11, 1996
<PAGE>
Exhibit 25
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
--------
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) _____
---------------------------------
THE FIRST NATIONAL BANK OF CHICAGO
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)
A NATIONAL BANKING ASSOCIATION 36-0899825
(I.R.S. EMPLOYER
IDENTIFICATION NUMBER)
ONE FIRST NATIONAL PLAZA, CHICAGO, ILLINOIS 60670-0126
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
THE FIRST NATIONAL BANK OF CHICAGO
ONE FIRST NATIONAL PLAZA, SUITE 0286
CHICAGO, ILLINOIS 60670-0286
ATTN: LYNN A. GOLDSTEIN, LAW DEPARTMENT (312) 732-6919
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
-----------------------------------
BURLINGTON NORTHERN SANTA FE CORPORATION
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)
DELAWARE 41-1804964
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
3800 CONTINENTAL PLAZA
777 MAIN STREET
FORTH WORTH, TEXAS 76102
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
DEBT SECURITIES
(TITLE OF INDENTURE SECURITIES)
<PAGE>
ITEM 1. GENERAL INFORMATION. FURNISH THE FOLLOWING
INFORMATION AS TO THE TRUSTEE:
(A) NAME AND ADDRESS OF EACH EXAMINING OR
SUPERVISING AUTHORITY TO WHICH IT IS SUBJECT.
Comptroller of Currency, Washington, D.C.,
Federal Deposit Insurance Corporation,
Washington, D.C., The Board of Governors of
the Federal Reserve System, Washington D.C.
(B) WHETHER IT IS AUTHORIZED TO EXERCISE
CORPORATE TRUST POWERS.
The trustee is authorized to exercise corporate
trust powers.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR. IF THE OBLIGOR
IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH
SUCH AFFILIATION.
No such affiliation exists with the trustee.
ITEM 16. LIST OF EXHIBITS. LIST BELOW ALL EXHIBITS FILED AS A
PART OF THIS STATEMENT OF ELIGIBILITY.
1. A copy of the articles of association of the
trustee now in effect.*
2. A copy of the certificates of authority of the
trustee to commence business.*
3. A copy of the authorization of the trustee to
exercise corporate trust powers.*
4. A copy of the existing by-laws of the trustee.*
5. Not Applicable.
6. The consent of the trustee required by
Section 321(b) of the Act.
2
<PAGE>
7. A copy of the latest report of condition of the
trustee published pursuant to law or the
requirements of its supervising or examining
authority.
8. Not Applicable.
9. Not Applicable.
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, The First National Bank of Chicago, a national
banking association organized and existing under the laws of the United
States of America, has duly caused this Statement of Eligibility to be
signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of Chicago and State of Illinois, on the 11th day of April, 1996.
THE FIRST NATIONAL BANK OF CHICAGO,
TRUSTEE
BY /S/ R. D. MANELLA
R. D. MANELLA
VICE PRESIDENT
* EXHIBIT 1,2,3 AND 4 ARE HEREIN INCORPORATED BY REFERENCE TO EXHIBITS BEARING
IDENTICAL NUMBERS IN ITEM 12 OF THE FORM T-1 OF THE FIRST NATIONAL BANK OF
CHICAGO, FILED AS EXHIBIT 26 TO THE REGISTRATION STATEMENT ON FORM S-3 OF THE
CIT GROUP HOLDINGS, INC., FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
FEBRUARY 16, 1993 (REGISTRATION NO. 33-58418).
3
<PAGE>
EXHIBIT 6
THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT
April 11, 1996
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
In connection with the qualification of a supplemental indenture between
Burlington Northern Santa Fe Corporation and The First National Bank of Chicago,
the undersigned, in accordance with Section 321(b) of the Trust Indenture Act of
1939, as amended, hereby consents that the reports of examinations of the
undersigned, made by Federal or State authorities authorized to make such
examinations, may be furnished by such authorities to the Securities and
Exchange Commission upon its request therefor.
Very truly yours,
THE FIRST NATIONAL BANK OF CHICAGO
BY: /S/ R. D. MANELLA
R. D. MANELLA
VICE PRESIDENT
4
<PAGE>
EXHIBIT 7
<TABLE>
<CAPTION>
<S> <C> <C>
Legal Title of Bank: The First National Bank of Chicago Call Date: 12/31/95 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Suite 0460 Page RC-1
City, State Zip: Chicago, IL 60670-0460
FDIC Certificate No.: 0/3/6/1/8
---------
</TABLE>
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR DECEMBER 31, 1995
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding of the last business day of the
quarter.
SCHEDULE RC--BALANCE SHEET
<TABLE>
<CAPTION>
C400
Dollar Amounts in ------------
Thousands RCFD BIL MIL THOU
-------------------- ---- ------------
<S> <C> <C> <C> <C>
ASSETS
1. Cash and balances due from depository institutions (from Schedule
RC-A):
a. Noninterest-bearing balances and currency and coin(1)............ 0081 4,003,995 1.a.
b. Interest-bearing balances(2)..................................... 0071 9,240,284 1.b.
2. Securities
a. Held-to-maturity securities (from Schedule RC-B, column A)....... 1754 0 2.a.
b. Available-for-sale securities (from Schedule RC-B, column D)..... 1773 827,134 2.b.
3. Federal funds sold and securities purchased under agreements to
resell in domestic offices of the bank and its Edge and Agreement
subsidiaries, and in IBFs:
a. Federal Funds sold............................................... 0276 3,287,844 3.a.
b. Securities purchased under agreements to resell.................. 0277 612,400 3.b.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from Schedule RC-C).... RCFD 2122 16,463,126 4.a.
b. LESS: Allowance for loan and lease losses........................ RCFD 3123 353,777 4.b.
c. LESS: Allocated transfer risk reserve............................ RCFD 3128 0 4.c.
d. Loans and leases, net of unearned income, allowance, and
reserve (item 4.a minus 4.b and 4.c)............................. 2125 16,109,349 4.d.
5. Assets held in trading accounts..................................... 3545 12,379,396 5.
6. Premises and fixed assets (including capitalized leases)............ 2145 591,753 6.
7. Other real estate owned (from Schedule RC-M)........................ 2150 8,796 7.
8. Investments in unconsolidated subsidiaries and associated
companies (from Schedule RC-M)...................................... 2130 40,560 8.
9. Customers' liability to this bank on acceptances outstanding........ 2155 524,918 9.
10. Intangible assets (from Schedule RC-M).............................. 2143 101,011 10.
11. Other assets (from Schedule RC-F)................................... 2160 1,633,056 11.
12. Total assets (sum of items 1 through 11)............................ 2170 49,360,496 12.
</TABLE>
- ------------------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held in trading accounts.
5
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Legal Title of Bank: The First National Bank of Chicago Call Date: 12/31/95 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Suite 0460 Page RC-2
City, State Zip: Chicago, IL 60670-0460
FDIC Certificate No.: 0/3/6/1/8
---------
</TABLE>
SCHEDULE RC-CONTINUED
<TABLE>
<CAPTION>
DOLLAR AMOUNTS IN
THOUSANDS BIL MIL THOU
----------------- ------------
<S> <C> <C> <C>
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C
from Schedule RC-E, part 1)....................................... RCON 2200 15,174,243 13.a.
(1) Noninterest-bearing(1)........................................ RCON 6631 6,217,164 13.a.(1)
(2) Interest-bearing.............................................. RCON 6636 8,957,079 13.a.(2)
b. In foreign offices, Edge and Agreement subsidiaries, and
IBFs (from Schedule RC-E, part II)................................ RCFN 2200 14,435,503 13.b.
(1) Noninterest bearing........................................... RCFN 6631 625,206 13.b.(1)
(2) Interest-bearing.............................................. RCFN 6636 13,810,297 13.b.(2)
14. Federal funds purchased and securities sold under agreements
to repurchase in domestic offices of the bank and of
its Edge and Agreement subsidiaries, and in IBFs:
a. Federal funds purchased........................................... RCFD 0278 2,449,282 14.a.
b. Securities sold under agreements to repurchase.................... RCFD 0279 880,215 14.b.
15. a. Demand notes issued to the U.S. Treasury.......................... RCON 2840 93,942 15.a.
b. Trading Liabilities............................................... RCFD 3548 7,523,265 15.b.
16. Other borrowed money:
a. With original maturity of one year or less........................ RCFD 2332 1,897,370 16.a.
b. With original maturity of more than one year...................... RCFD 2333 383,807 16.b.
17. Mortgage indebtedness and obligations under capitalized
leases............................................................... RCFD 2910 280,522 17.
18. Bank's liability on acceptance executed and outstanding............. RCFD 2920 524,918 18.
19. Subordinated notes and debentures................................... RCFD 3200 1,225,000 19.
20. Other liabilities (from Schedule RC-G).............................. RCFD 2930 1,444,364 20.
21. Total liabilities (sum of items 13 through 20)...................... RCFD 2948 46,312,431 21.
22. Limited-Life preferred stock and related surplus.................... RCFD 3282 0 22.
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus....................... RCFD 3838 0 23.
24. Common stock........................................................ RCFD 3230 200,858 24.
25. Surplus (exclude all surplus related to preferred stock)............ RCFD 3839 2,320,126 25.
26. a. Undivided profits and capital reserves........................... RCFD 3632 519,849 26.a.
b. Net unrealized holding gains (losses) on available-for-sale
securities....................................................... RCFD 8434 7,315 26.b.
27. Cumulative foreign currency translation adjustments................. RCFD 3284 (83) 27.
28. Total equity capital (sum of items 23 through 27)................... RCFD 3210 3,048,065 28.
29. Total liabilities, limited-life preferred stock, and equity
capital (sum of items 21, 22, and 28)............................... RCFD 3300 49,360,496 29.
</TABLE>
Memorandum
To be reported only with the March Report of Condition.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Number
1. Indicate in the box at the right the number of the statement below that best describes the most ----------------
comprehensive level of auditing work performed for the bank by independent external RCFD 6724 N/A
auditors as of any date during 1993.................................................................. ---------------- M.1.
</TABLE>
1 = Independent audit of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm which
submits a report on the bank
2 = Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified public
accounting firm which submits a report on the consolidated holding company
(but not on the bank separately)
3 = Directors' examination of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm (may be
required by state chartering authority)
4 = Directors' examination of the bank performed by other external auditors
(may be required by state chartering authority)
5 = Review of the bank's financial statements by external auditors
6 = Compilation of the bank's financial statements by external auditors
7 = Other audit procedures (excluding tax preparation work)
8 = No external audit work
- -------------------
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
6
