As filed with the Securities and Exchange Commission on May 7, 1996
File No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BURLINGTON NORTHERN SANTA FE CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 41-1804964
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
3800 CONTINENTAL PLAZA 76102
777 MAIN STREET (ZIP CODE)
FORT WORTH, TEXAS
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(817) 333-2000
BURLINGTON NORTHERN SANTA FE
1996 STOCK INCENTIVE PLAN
(FULL TITLE OF THE PLAN)
JEFFREY R. MORELAND
1700 EAST GOLF ROAD
SCHAUMBURG, ILLINOIS 60173-5860
(847) 995-6805
(AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
Proposed
Maximum Proposed
Title of Offering Maximum
Securities Amount Price Aggregate Amount of
to be to be Per Offering Registration
Registered Registered Share Price* Fee
Common Stock, 10,000,000
$.01 par value Shares $85.6875 $856,875,000 $295,474.14
* Estimated solely for the purpose of computing the registration fee on
the basis of the average of the high and low prices for the Common Stock as
reported on the New York Stock Exchange on May 3, 1996.
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PART II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have heretofore been filed by Burlington
Northern Santa Fe Corporation (the "Company" or "Registrant") with the
Securities and Exchange Commission, are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1995.
(b) The Company's Current Reports on Form 8-K dated February 13, 1996
and April 12, 1996.
(c) The description of the common stock, $.01 par value per share, of
the Company (the "Common Stock") contained in the section
entitled "Certain Additional Information Concerning Holdings" from
the Prospectus dated January 13, 1995, included as part of the
Registration Statement on Form S-4 (Nos. 33-56183, 33-57069) of
Burlington Northern Inc. and the Registrant.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated herein by reference and shall be deemed a part hereof from
the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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
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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 discharge of their
function as such officers and directors, except for liabilities resulting
from their own malfeasance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Index to Exhibits which is incorporated herein by reference.
ITEM 9. 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 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
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(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs (i) and (ii) above do
not apply if the registration statement is on Form S-3
or Form S-8, and the information required to be
included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by
the Registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the provisions of the Registrant's articles of
incorporation or by-laws or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with
the securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act of 1933 and
will be governed by the final adjudication of such issue.
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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-8 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
May 7, 1996.
BURLINGTON NORTHERN SANTA FE CORPORATION
By /s/ Jeffrey R. Moreland
Jeffrey R. Moreland
Senior Vice President-Law and General Counsel
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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.
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 18th day of April, 1996.
/s/ Robert D. Krebs
Robert D. Krebs
President and Chief Executive Officer
(Principal Executive Officer) and Director
/s/ Denis E. Springer
Denis E. Springer
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
/s/ Thomas N. Hund
Thomas N. Hund
Vice President and Controller
(Principal Accounting Officer)
/s/ Joseph F. Alibrandi
Joseph F. Alibrandi, Director
/s/ Jack S. Blanton
Jack S. Blanton, Director
/s/ John J. Burns, Jr.
John J Burns, Jr., Director
/s/ Daniel P. Davison
Daniel P. Davison, Director
/s/ George Deukmejian
George Deukmejian, Director
/s/ Bill M. Lindig
Bill M. Lindig, Director
/s/Daniel J. Evans
Daniel J. Evans, Director
/s/ Ben F. Love
Ben F. Love, Director
/s/ Roy S. Roberts
Roy S. Roberts, Director
/s/ Marc J. Shapiro
Marc J. Shapiro, Director
/s/ Arnold R. Weber
Arnold R. Weber, Director
/s/ Robert H. West
Robert H. West, Director
/s/ J. Steven Whisler
J. Steven Whisler, Director
/s/ Edward E. Whitacre, Jr.
Edward F. Whitacre, Jr., Director
/s/ Ronald B. Woodard
Ronald B. Woodard, Director
/s/ Michael B. Yanney
Michael B. Yanney, Director
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INDEX TO EXHIBITS
Exhibit
Number Description of Document
4.1 Amended and Restated Certificate of Incorporation of the Registrant.
Incorporated by reference to Exhibit 3.1 to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1995.
4.2 By-Laws of the Registrant. Incorporated by reference to Exhibit 3.2
to the Registrant's Report on Form 10-K for the fiscal year ended
December 31, 1995.
5 Opinion of Mayer, Brown & Platt
10 Burlington Northern Santa Fe 1996 Stock Incentive Plan. Incorporated
by reference to Appendix B to the Registrant's Annual Meeting Proxy
Statement dated March 5, 1996.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Mayer, Brown & Platt (included in its opinion filed as
Exhibit 5 hereto).
24 Power of Attorney (included with signature page to the registration
statement).
Exhibit 5
May 1, 1996
Burlington Northern Santa Fe Corporation
3800 Continental Plaza, 777 Main Street
Fort Worth, Texas 76102-5384
Re: Burlington Northern Santa Fe Corporation
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Burlington Northern Santa Fe Corporation, a
Delaware corporation (the "Company"), in connection with the preparation and
filing with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, of a Registration Statement on Form S-8 (the
"Registration Statement") relating to the shares of Common Stock, par value
$.01 per share (the "Common Stock"), of the Company issuable pursuant to the
Burlington Northern Santa Fe 1996 Stock Incentive Plan (the "Plan).
In this connection, we have examined such corporate and other records,
instruments, certificates and documents as we considered necessary to enable
us to express this opinion.
Based on the foregoing, it is our opinion that the shares of Common Stock
issuable pursuant to the Plan have been duly authorized for issuance and, when
sold pursuant to the Plan, will be validly issued, fully paid, and
non-assessable.
We consent to the filing of this opinion as an exhibit to the
Registration.
Very truly yours,
Mayer, Brown & Platt
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of Burlington Northern Santa Fe Corporation of our reports dated
February 15, 1996, on our audits of the consolidated financial statements
and financial statement schedule of Burlington Northern Santa Fe Corporation
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
the Burlington Northern Santa Fe Corporation Annual Report on Form 10-K for
the year ended December 31, 1995.
COOPERS & LYBRAND L.L.P.
Fort Worth, Texas
May 2, 1996
