<PAGE>
Filed Pursuant to Rule 424(b)(5)
File Nos. 33-64209, 333-2501
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED MAY 15, 1996
LOGO $200,000,000
BURLINGTON NORTHERN SANTA FE CORPORATION
7.29% DEBENTURES DUE JUNE 1, 2036
----------------
Interest on the Debentures is payable on June 1 and December 1 of each year,
commencing December 1, 1996. The Debentures are not redeemable prior to
maturity and are not subject to any sinking fund. The holder of each Debenture
may elect to have that Debenture, or any portion of the principal amount
thereof that is a multiple of $1,000, repaid on June 1, 2008 at 100% of the
principal amount thereof, together with accrued interest to June 1, 2008. Such
election, which is irrevocable when made, must be made within the period
commencing on April 1, 2008 and ending at the close of business on May 1,
2008. See "Description of Debentures--Optional Repayment".
The Debentures will be represented by one or more global securities
registered in the name of the nominee of The Depository Trust Company.
Beneficial interests in the global securities will be shown on, and transfers
thereof will be effected only through, records maintained by DTC and its
participants. Except as described herein, Debentures in definitive form will
not be issued. The Debentures will be issued only in denominations of $1,000
and integral multiples thereof. See "Description of Debentures".
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR
THE PROSPECTUS TO WHICH IT RELATES. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
----------------
<TABLE>
<CAPTION>
INITIAL PUBLIC UNDERWRITING PROCEEDS TO
OFFERING PRICE(1) DISCOUNT(2) COMPANY(1)(3)
----------------- ------------ -------------
<S> <C> <C> <C>
Per Debenture...................... 99.951% 0.675% 99.276%
Total.............................. $199,902,000 $1,350,000 $198,552,000
</TABLE>
- --------
(1) Plus accrued interest from June 1, 1996.
(2) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended.
(3) Before deducting estimated expenses of $145,000 payable by the Company.
----------------
The Debentures offered hereby are offered severally by the Underwriters, as
specified herein, subject to receipt and acceptance by them and subject to
their right to reject any order in whole or in part. It is expected that the
Debentures will be ready for delivery in book-entry form only through the
facilities of DTC in New York, New York on or about June 3, 1996, against
payment therefor in immediately available funds.
GOLDMAN, SACHS & CO.
CHASE SECURITIES INC.
J.P. MORGAN & CO.
MORGAN STANLEY & CO.
INCORPORATED
----------------
The date of this Prospectus Supplement is May 29, 1996.
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE DEBENTURES
OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED IN THE OVER-THE-COUNTER MARKET OR
OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
FOR NORTH CAROLINA RESIDENTS: THE COMMISSIONER OF INSURANCE OF THE STATE OF
NORTH CAROLINA HAS NOT APPROVED OR DISAPPROVED THIS OFFERING NOR HAS THE
COMMISSIONER PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS
SUPPLEMENT OR THE PROSPECTUS.
----------------
DOCUMENTS INCORPORATED BY REFERENCE
The following documents previously filed by Burlington Northern Santa Fe
Corporation ("BNSF" or the "Company") under the Securities Exchange Act of
1934 (the "Exchange Act") with the Securities and Exchange Commission (the
"Commission") are incorporated herein by reference: (1) Annual Report on Form
10-K for the year ended December 31, 1995; (2) Quarterly Report on Form 10-Q
for the quarter ended March 31, 1996; (3) the Current Reports on Form 8-K
dated February 13, 1996 and April 12, 1996.
The following documents previously filed by Santa Fe Pacific Corporation
("SFP") under the Exchange Act with the Commission are incorporated herein by
reference: (1) Annual Report on Form 10-K for the year ended December 31, 1994
(and Form 10-K/A with respect thereto); 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 Supplement
and prior to the termination of the Offering shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of
filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus Supplement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus Supplement.
The Company will provide without charge to each person to whom this
Prospectus Supplement has been delivered a copy of any or all of the documents
referred to above which have been or may be incorporated by reference herein
other than exhibits to such documents (unless such exhibits are specifically
incorporated by reference therein). Requests for such copies should be
directed to Burlington Northern Santa Fe Corporation, 1700 East Golf Road,
Schaumburg, Illinois 60173-5860, Attention: Marsha K. Morgan, Vice President--
Investor Relations and Secretary, telephone number (847) 995-6000.
RECENT DEVELOPMENTS
BNSF's railroad operating subsidiaries--Burlington Northern Railroad Company
("BNRR") and The Atchison, Topeka and Santa Fe Railway Company ("ATSF")--are
actively involved in industry-wide labor contract negotiations which began in
late 1994. Wages, health and welfare benefits, work rules and other issues are
being or have been negotiated for substantially all rail union employees.
Labor unions represent approximately 87 percent of BNRR and ATSF employees
under collective bargaining agreements with 13 different labor organizations.
S-2
<PAGE>
Agreements covering BNRR's and ATSF's operating crafts were reached in May
1996. BNRR's and ATSF's multi-employer bargaining representative, the National
Carriers' Conference Committee ("NCCC"), had previously reached a tentative
agreement with the United Transportation Union ("UTU"), subject to UTU member
ratification, resolving wage, benefit and work rule issues through 1999.
Although the UTU members voted to reject the tentative agreement, the UTU and
the NCCC agreed to accept binding arbitration and on May 8, 1996, an
arbitration panel imposed the terms of the previously-reached tentative
agreement on the NCCC and the UTU.
An agreement similar to the UTU agreement was reached in February 1996 with
the Brotherhood of Locomotive Engineers ("BLE"). The BLE membership ratified
the agreement with respect to both BNRR and ATSF in late May 1996.
As to non-operating crafts, a tentative agreement was reached between the
NCCC and the Brotherhood of Railway Signalmen ("BRS") in May 1996. The results
of the BRS ratification process should be known by the end of June 1996.
On April 5, 1996, the National Mediation Board ("NMB") proffered binding
arbitration to the Transportation Communications Union ("TCU"); following the
TCU's rejection of the NMB's proffer, the TCU was released from mediation on
April 8, 1996. On April 15, 1996, the NMB proffered binding arbitration to the
International Brotherhood of Electrical Workers ("IBEW"), the International
Association of Machinists and Aerospace Workers ("IAM"), and the Sheet Metal
Workers' International Association ("SMW"). All four unions rejected the NMB's
proffer and were released from mediation on April 17, 1996.
On April 29, 1996, the NMB proffered binding arbitration to the Brotherhood
of Maintenance of Way Employees ("BMWE"). The NCCC agreed to accept binding
arbitration but the BMWE rejected the NMB's proffer on May 14, 1996 and was
released from mediation. The BMWE and one other union are challenging the
railroads' right to negotiate on a multi-employer basis and the issue is
currently pending in federal district court in Washington, D. C.
The NMB's releases trigger the procedures under the Railway Labor Act,
starting with a 30-day "cooling off" period. The TCU had announced that it
intended to strike one or more of the nation's major freight rails on May 9,
1996 following the expiration of its cooling-off period. However, President
Clinton appointed Presidential Emergency Board ("PEB") No. 228 on May 8, 1996
to investigate and report on the dispute between the TCU and the NCCC.
Similarly, on May 15, 1996 President Clinton appointed PEB No. 229 to
investigate and report on the dispute between the BMWE and the NCCC, and on
May 17, 1996 appointed PEB No. 230 to investigate and make recommendations in
the disputes with the IBEW, SMW, and IAM. The appointment of presidential
emergency boards by President Clinton deferred the possibility of an
interruption of service for an additional 60 days, after which the parties can
engage in "self-help" remedies (such as a strike or lockout) absent
congressional intervention.
The ultimate outcome of negotiations cannot be predicted and the potential
exists for one or more work stoppages in the railroad industry in 1996 which
may affect BNRR and ATSF. Existing collective bargaining agreements will
remain in effect until new agreements are reached or until the Railway Labor
Act's procedures are exhausted.
USE OF PROCEEDS
The net proceeds from the sale of the Debentures offered hereby will be used
for general corporate purposes, including but not limited to the repayment of
commercial paper and short term bank loans having an average interest rate of
approximately 5.5% (incurred to refinance the subsidiary debt that was used to
finance the purchase of SFP common stock pursuant to the Merger described
under the "The Company" in the accompanying Prospectus).
S-3
<PAGE>
CAPITALIZATION
The following table sets forth the consolidated capitalization of the
Company as of March 31, 1996, and as adjusted to give effect to the issuance
of the Debentures offered hereby.
<TABLE>
<CAPTION>
ACTUAL AS ADJUSTED
------ -----------
(UNAUDITED)
(IN MILLIONS)
<S> <C> <C>
Total Debt:
Equipment obligations (1).................................. $ 814 $ 814
Notes and Debentures....................................... 1,923 1,923
Commercial Paper and Bank Loans............................ 905 705
Mortgages.................................................. 547 547
Debentures offered hereby.................................. -- 200
Other obligations.......................................... 50 50
------ ------
Total Debt............................................... 4,239 4,239
------ ------
Shareholders' Equity:
Total Shareholders' Equity............................... 5,268 5,268
------ ------
Total Capitalization......................................... $9,507 $9,507
====== ======
</TABLE>
- --------
(1) Includes capital lease obligations.
S-4
<PAGE>
DESCRIPTION OF DEBENTURES
The following description of the particular terms of the Debentures
supplements, and to the extent inconsistent therewith replaces, the
description of the general terms and provisions of the Debt Securities set
forth in the accompanying Prospectus, to which description reference is hereby
made. Whenever a defined term is referred to and not herein defined, the
definition thereof is contained in the accompanying Prospectus or in the
Indenture referred to therein.
GENERAL
The Debentures are each to be issued under an Indenture, dated as of
December 1, 1995 (the "Indenture"), between the Company and The First National
Bank of Chicago, as Trustee, which Indenture is more fully described under the
heading "Description of Debt Securities" in the accompanying Prospectus. The
Debentures will rank pari passu with each other and with all other unsecured
and unsubordinated indebtedness of the Company.
The Debentures will bear interest at 7.29% per annum and will mature on June
1, 2036.
The Debentures will bear interest from June 1, 1996 or from the most recent
interest payment date to which interest has been paid or provided for, payable
semiannually in arrears on June 1 and December 1 of each year, commencing
December 1, 1996 to the persons in whose names the Debentures are registered
at the close of business on the immediately preceding May 15 and November 15,
respectively, whether or not such day is a Business Day.
MANDATORY REDEMPTION, SINKING FUND
The Debentures will not be redeemable by the Company prior to their maturity
and will not be entitled to the benefit of a sinking fund.
OPTIONAL REPAYMENT
The Debentures may be repaid on June 1, 2008, at the option of the
registered holders of the Debentures, at 100% of their principal amount,
together with the accrued interest to June 1, 2008. In order for a holder to
exercise this option, the Company must receive at its office or agency in New
York, New York, during the period beginning on April 1, 2008 and ending at
5:00 p.m. (New York City time) on May 1, 2008 (or, if May 1, 2008 is not a
Business Day, the next succeeding Business Day), the Debentures with the form
entitled "Option to Elect Repayment on June 1, 2008" on the reverse of the
Debentures duly completed. Any such notice received by the Company during the
period beginning on April 1, 2008 and ending at 5:00 p.m. (New York City time)
on May 1, 2008 shall be irrevocable. See "--Book-Entry System". The repayment
option may be exercised by a holder of Debentures for less than the entire
principal amount of the Debentures held by such holder, so long as the
principal amount that is to be repaid is equal to $1,000 or an integral
multiple of $1,000. All questions as to the validity, form, eligibility
(including time of receipt) and acceptance of any Debentures for repayment
will be determined by the Company, whose determination will be final and
binding.
Failure by the Company to repay the Debentures when required as described in
the preceding paragraph will result in an Event of Default under the
Indenture.
As long as the Debentures are represented by a Global Security, the
Depositary or the Depositary's nominee will be the registered holder of the
Debentures and therefore will be the only entity that can exercise a right to
repayment. See "--Book-Entry System".
S-5
<PAGE>
BOOK-ENTRY SYSTEM
Upon issuance, the Debentures will each be represented by one or more global
securities (the "Global Securities") deposited with, or on behalf of, The
Depository Trust Company ("DTC"), New York, New York, which will act as
Depositary with respect to the Debentures. The Global Securities representing
the Debentures will be registered in the name of a nominee of the Depositary.
Except under the circumstances described in the accompanying Prospectus under
"Description of Debt Securities--Global Securities," the Debentures will not
be issuable in definitive form.
A further description of the Depositary's procedures with respect to Global
Securities is set forth in the accompanying Prospectus under "Description of
Debt Securities--Global Securities." The Depositary has confirmed to the
Company, the Underwriters and the Trustee that it intends to follow such
procedures with respect to the Debentures.
UNDERWRITING
Subject to the terms and conditions set forth in the Underwriting Agreement
and the Pricing Agreement, the Company has agreed to sell to each of the
Underwriters named below, and each of such Underwriters has severally agreed
to purchase, the principal amount of the Debentures set forth opposite its
name below:
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT OF
UNDERWRITERS DEBENTURES
------------ ------------
<S> <C>
Goldman, Sachs & Co......................................... $ 50,000,000
Chase Securities Inc........................................ 50,000,000
J.P. Morgan Securities Inc.................................. 50,000,000
Morgan Stanley & Co. Incorporated........................... 50,000,000
------------
Total................................................... $200,000,000
============
</TABLE>
Under the terms and conditions of the Underwriting Agreement and the Pricing
Agreement, the Underwriters are committed to take and pay for all of the
Debentures, if any are taken.
The Underwriters propose to offer the Debentures in part directly to the
public at the initial public offering price set forth on the cover page of
this Prospectus Supplement and in part to certain securities dealers at such
price less a concession of 0.40% of the principal amount of the Debentures.
The Underwriters may allow, and such dealers may reallow, a concession not to
exceed 0.25% of the principal amount of the Debentures to certain brokers and
dealers. After the Debentures are released for sale to the public, the
offering price and such other selling terms may from time to time be varied by
the Underwriters.
The Debentures are a new series of securities with no established trading
market. The Company has been advised by the Underwriters that the Underwriters
intend to make a market in the Debentures but are not obligated to do so and
may discontinue market making at any time without notice. No assurance can be
given as to the liquidity of the trading market for the Debentures.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.
In the ordinary course of their respective businesses, certain of the
Underwriters and their affiliates engage and may in the future engage in
investment banking and commercial banking transactions with the Company and
its subsidiaries. In addition, certain members of the board of directors of
the Company hold positions with certain affiliates of Chase Securities Inc.,
and Denis E. Springer, Senior Vice President and Chief Financial Officer of
the Company, is a member of the National Advisory Board of The Chase Manhattan
Corporation, an affiliate of Chase Securities Inc.
S-6
<PAGE>
EXPERTS
The consolidated financial statements of the Company incorporated in this
Prospectus Supplement 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
Supplement by reference to SFP's Annual Report on Form 10-K for the year ended
December 31, 1994, have been so incorporated in reliance on the report of Price
Waterhouse LLP, independent accountants, given on the authority of said firm as
experts in auditing and accounting.
S-7
<PAGE>
PROSPECTUS
LOGO
$675,000,000
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 $675,000,000 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 May 15, 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) Quarterly Report
on Form 10-Q for the quarter ended March 31, 1996; and (3) Current Reports on
Form 8-K dated February 13, 1996 and April 12, 1996.
2
<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 (Date of earliest event
reported: April 12, 1996) 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, for the quarter
ended March 31, 1996, 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 for the quarter ended March 31, 1996,
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,
QUARTER ENDED YEAR ENDED -------------------------------
MARCH 31, 1996 DECEMBER 31, 1995 1995 1994 1993 1992 1991
-------------- ----------------- ----- ----- ----- ----- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Earnings to Fixed
Charges(1)............. 3.45x 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 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.
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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 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
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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 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
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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 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
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("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.
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.
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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.
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)
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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
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)
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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)
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)
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<PAGE>
Defeasance and Discharge. Section 1402 of the Indenture provides that the
Company will be discharged from all its obligations with respect to such Debt
Securities (except for certain obligations to exchange or register the
transfer of Debt Securities, to replace stolen, lost or mutilated Debt
Securities, to maintain paying agencies and to hold moneys for payment in
trust and in respect of the Trustee) upon the deposit in trust for the benefit
of the Holders of such Debt Securities of money or U.S. Government
Obligations, or both, which, through the payment of principal and interest in
respect thereof in accordance with their terms, will provide money in an
amount sufficient to pay the principal of and any premium and interest on such
Debt Securities on the respective Stated Maturities in accordance with the
terms of the Indenture and such Debt Securities. Such defeasance or discharge
may occur only if, among other things, the Company has delivered to the
Trustee an Opinion of Counsel to the effect that the Company has received
from, or there has been published by, the United States Internal Revenue
Service a ruling, or there has been a change in tax law, in either case to the
effect that Holders of such Debt Securities will not recognize gain or loss
for federal income tax purposes as a result of such deposit, defeasance and
discharge and will be subject to federal income tax on the same amount, in the
same manner and at the same times as would have been the case if such deposit,
defeasance and discharge were not to occur. (Sections 1402 and 1404)
Defeasance of Certain Covenants. Section 1403 of the Indenture provides that
the Company may omit to comply with certain restrictive covenants, including
those described under "Certain Covenants" and any that may be described in the
applicable Prospectus Supplement, the occurrence of certain Events of Default,
which are described above in clause (d) (with respect to such restrictive
covenants) under "Events of Default" and any that may be described in the
applicable Prospectus Supplement, will be deemed not to be or result in an
Event of Default, in each case with respect to such Debt Securities. The
Company, in order to exercise such option, will be required to deposit, in
trust for the benefit of the Holders of such Debt Securities, money or U.S.
Government Obligations, or both, which, through the payment of principal and
interest in respect thereof in accordance with their terms, will provide money
in an amount sufficient to pay the principal of and any premium and interest
on such Debt Securities on the respective Stated Maturities in accordance with
the terms of the Indenture and such Debt Securities. The Company will also be
required, among other things, to deliver to the Trustee an Opinion of Counsel
to the effect that Holders of such Debt Securities will not recognize gain or
loss for federal income tax purposes as a result of such deposit and
defeasance of certain obligations and will be subject to federal income tax on
the same amount, in the same manner and at the same times as would have been
the case if such deposit and defeasance were not to occur. In the event the
Company exercised this option with respect to any Debt Securities and such
Debt Securities were declared due and payable because of the occurrence of any
Event of Default, the amount of money and U.S. Government Obligations so
deposited in trust would be sufficient to pay amounts due on such Debt
Securities at the time of their respective Stated Maturities but might not be
sufficient to pay amounts due on such Debt Securities upon any acceleration
resulting from such Event of Default. In such case, the Company would remain
liable for such payments. (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)
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<PAGE>
REGARDING THE TRUSTEE
The First National Bank of Chicago has lending and other customary banking
relationships with the Company.
PLAN OF DISTRIBUTION
The Company may sell the Debt Securities (i) through an underwriter or
underwriters, (ii) through dealers, (iii) through agents, (iv) directly to
purchasers, including affiliates of the Company, or (v) through a combination
of any such methods of sale. The applicable Prospectus Supplement will set
forth the terms of the offerings of any Debt Securities, including the method
of distribution, the name or names of any underwriters, dealers or agents, any
managing underwriter or underwriters, the purchase price of the Debt Securities
and the proceeds to the Company from the sale, any underwriting discounts,
agency fees and other items constituting underwriters' compensation and any
discounts and concessions allowed, reallowed or paid to dealers or agents. Any
initial public offering price and any discount or concessions allowed or
reallowed to dealers may be changed from time to time. The expected time of
delivery of the Debt Securities in respect of which this Prospectus is
delivered will be set forth in the applicable Prospectus Supplement.
If underwriters are used in the sale of the Debt Securities, the underwriting
agreement will provide that the obligations of the underwriters are subject to
certain conditions precedent and that the underwriters with respect to a sale
of Debt Securities will be obligated to purchase all such Debt Securities if
any are purchased. In connection with the sale of Debt Securities underwriters
may receive compensation from the Company or from purchasers of Debt Securities
for whom they may act as agents in the form of discounts, concessions or
commissions. Underwriters may sell Debt Securities to or through dealers, and
such dealers may receive compensation in the form of discounts, concessions or
commissions from the underwriters and/or commissions from the purchasers for
whom they may act as agent.
Underwriters, agents or dealers participating in the distribution of Debt
Securities may be deemed to be underwriters, and any discounts and commissions
received by them and any profit realized by them on resale of the Debt
Securities may be deemed to be underwriting discounts and commissions under the
Securities Act.
The Debt Securities may be sold in one or more transactions either at a fixed
price or prices which may be changed, at market prices prevailing at the time
of sale, at prices related to such prevailing market prices or 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
14
<PAGE>
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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15
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS SUPPLEMENT OR
THE PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS SUPPLEMENT
AND THE PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF
AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES DESCRIBED IN THIS
PROSPECTUS SUPPLEMENT OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO
BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION
IS UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS NOR ANY SALE MADE HEREUNDER OR THEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED
HEREIN OR THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF SUCH
INFORMATION.
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TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Documents Incorporated by Reference........................................ S-2
Recent Developments........................................................ S-2
Use of Proceeds............................................................ S-3
Capitalization............................................................. S-4
Description of Debentures.................................................. S-5
Underwriting............................................................... S-6
Experts.................................................................... S-7
PROSPECTUS
Available Information...................................................... 2
Documents Incorporated by Reference........................................ 2
The Company................................................................ 4
Ratio of Earnings to Fixed Charges......................................... 5
Use of Proceeds............................................................ 5
Description of Debt Securities............................................. 5
Plan of Distribution....................................................... 14
Validity of Securities..................................................... 15
Experts.................................................................... 15
</TABLE>
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$200,000,000
BURLINGTON NORTHERN
SANTA FE CORPORATION
7.29% DEBENTURES DUE JUNE 1, 2036
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BNSF
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GOLDMAN, SACHS & CO.
CHASE SECURITIES INC.
J.P. MORGAN & CO.
MORGAN STANLEY & CO.
INCORPORATED
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