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As filed with the Securities and Exchange Commission on August 5, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
BURLINGTON NORTHERN SANTA FE CORPORATION
-------------------------
(Exact name of registrant as specified in its charter)
Delaware 41-1804964
(State of incorporation) (I.R.S. Employer Identification Number)
2650 Lou Menk Drive
Fort Worth, Texas 76131-2830
(817) 333-2000
(Address, including zip code, and telephone number,
including area code, of principal executive offices)
Jeffrey R. Moreland
1700 East Golf Road
Schaumburg, Illinois 60173-5860
(847) 995-6805
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
-------------------------
Copies to:
James J. Junewicz Robert M. Thomas, Jr.
Mayer, Brown & Platt Sullivan & Cromwell
190 South LaSalle Street 125 Broad Street
Chicago, Illinois 60603 New York, New York 10004
(312) 782-0600 (212) 558-4000
Approximate date of commencement of proposed sale to the public: From time
to time after the Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: [x]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]________________________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]________________________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================================
Proposed maximum Proposed maximum Amount of
Title of each class of Amount offering price aggregate registration
securities to be registered to be registered per unit (1) offering price (1) fee
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt Securities $550,000,000 100% $550,000,000 (2) $166,666.67
==================================================================================================================================
</TABLE>
(1) Estimated pursuant to Rule 457 under the Securities Act of 1933 solely for
purposes of determining the registration fee.
(2) Or, if any Debt Securities are issued (i) with a principal amount
denominated in a foreign currency (including composite currency), such
principal amount as shall result in an aggregate initial offering price the
equivalent of $550,000,000 or (ii) at an original issue discount, such
greater principal amount as shall result in an aggregate initial offering
price of $550,000,000.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
================================================================================
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
SUBJECT TO COMPLETION, DATED AUGUST 5, 1997
PROSPECTUS
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
(including notes commonly known as medium-term notes), or other evidences of
indebtedness in one or more series at an aggregate initial offering price not to
exceed $550,000,000 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 August __, 1997
<PAGE>
No person is authorized in connection with any offering made hereby to give
any information or to make any representations not contained in or incorporated
by reference in this Prospectus, and, if given or made, such information or
representation must not be relied upon as having been authorized by the Company.
This Prospectus does not constitute an offer to sell or a solicitation of an
offer to buy any security other than the Debt Securities offered hereby, nor
does it constitute an offer to sell or a solicitation of an offer to buy any of
the securities offered hereby to any person in any jurisdiction in which it is
unlawful to make such an offer or solicitation to such person. Neither the
delivery of this Prospectus or any Prospectus Supplement nor any sale made
hereunder shall under any circumstance create any implication that the
information contained herein is correct as of any date subsequent to the date
hereof.
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 and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy material and other information
filed with the Commission can be inspected and copied at the offices of the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549 and
should be available at its regional offices, 500 West Madison Street, Chicago,
Illinois 60661 and Seven World Trade Center, Thirteenth Floor, New York, New
York 10048. Copies of such material can be obtained from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates and from the Commission's worldwide web site at
http://www.sec.gov. Such reports, proxy material and other information
concerning the Company also may be inspected at the offices of the New York
Stock Exchange, Inc. (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.
The Company has filed with the Commission a registration statement on Form
S-3 (together with all amendments and exhibits, the "Registration Statement")
under the Securities Act of 1933, as amended (the "Securities Act"). This
prospectus ("Prospectus"), which constitutes a part of the Registration
Statement, does not contain all the information set forth in the Registration
Statement, certain items of which are contained in exhibits to the Registration
Statement as permitted by the rules and regulations of the Commission.
Statements made in this Prospectus as to the content of any contract, agreement
or other document referred to are not necessarily complete. With respect to each
such contract, agreement or other document filed as an exhibit to the
Registration Statement, reference is made to the exhibit for a more complete
description of the matter involved, and each such statement shall be deemed
qualified in its entirety by such reference.
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DOCUMENTS INCORPORATED BY REFERENCE
The following documents previously filed by the Company under the Exchange
Act with the Commission are incorporated herein by reference:
(a) Annual Report on Form 10-K for the year ended December 31, 1996;
(b) Quarterly Report on Form 10-Q for the quarter ended March 31, 1997;
(c) Current Report on Form 8-K (Date of earliest event reported: January
21, 1997); and
(d) Current Report on Form 8-K (Date of earliest event reported: July 22,
1997).
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act prior to the termination of the offering
shall be deemed to be incorporated herein by reference and shall be deemed 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 will
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 any such statement. Any such statement so modified or
superseded will 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, including any
beneficial owner, to whom this Prospectus is delivered, on the request of such
person, a copy of any of the foregoing documents incorporated herein by
reference (other than the exhibits to such documents unless such exhibits are
specifically incorporated by reference into such documents). Written or
telephone requests should be directed to Burlington Northern Santa Fe
Corporation, 2650 Lou Menk Drive, Fort Worth, Texas 76131-2830, Attention:
Corporate Secretary (telephone (817) 333-2000).
Unless otherwise indicated, currency amounts in the Prospectus and any
Prospectus Supplement are stated in United States dollars ("$" or "dollars").
3
<PAGE>
THE COMPANY
On September 22, 1995, Burlington Northern Inc. (BNI) and Santa Fe
Pacific Corporation ("SFP") effected a business combination (the "Merger")
pursuant to which each became a direct or indirect wholly owned subsidiary of
the Company. As a result of the Merger, Burlington Northern Railroad Company
("BN") and The Atchison, Topeka and Santa Fe Railway Company ("ATSF") also
became indirect wholly owned subsidiaries of the Company.
On December 30, 1996, BNI merged with and into SFP. On December 31,
1996, ATSF merged with and into BN and BN changed its name to The Burlington
Northern and Santa Fe Railway Company ("BNSF Railway").
Through its principal operating subsidiary, BNSF Railway, the company
is engaged primarily in railroad transportation. BNSF Railway operates one of
the largest railroad networks in the United States, with approximately 35,000
route miles reaching across 29 states and two Canadian provinces as of December
31, 1996. Approximately 7,900 route miles of BNSF Railway's system consist of
trackage rights which permit BNSF Railway to operate its trains with its crews
over another railroad's tracks.
BNSF Railway 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 West
and in the midwestern and southwestern United States. The principal cities
served by BNSF Railway include Albuquerque, Billings, Birmingham, Cheyenne,
Chicago, Corpus Christi, Dallas, Denver, Des Moines, Duluth/Superior,
Fargo/Moorhead, Fort Worth, Galveston, Houston, Kansas City, Little Rock,
Lincoln, Los Angeles, Memphis, Mobile, Oklahoma City, Omaha, Pensacola, Phoenix,
Portland, Reno, Salt Lake City, San Antonio, 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 Brownsville, El Paso and Eagle Pass, Texas and San
Diego.
BNSF Railway derives a substantial portion of its revenues from
intermodal transportation and the transportation of coal and agricultural
commodities. Other significant aspects of BNSF Railway's business include the
transportation of commodities in the following areas: chemicals, forest
products, consumer goods, automotive, metals, and minerals.
The Company's principal executive offices are located at 2650 Lou Menk
Drive, Fort Worth, Texas 76131-2830, telephone number (817) 333-2000.
4
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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, 1996, and for the
three month periods ended March 31, 1997 and 1996. The ratios reflect the
historical results for BNI only in all periods reported prior to 1996, except
for the year ended December 31, 1995, which period includes SFP results from
September 22, 1995.
<TABLE>
<CAPTION>
Three Months Ended
March 31, Year Ended December 31,
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1997 1996 1996 1995(2) 1994 1993 1992
---- ---- ---- ------- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Earnings to Fixed Charges(1) 2.75x 3.45x 3.89x 1.85x 3.70x 3.19x 2.58x
</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) 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.
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, and for the repurchase of the Company's common stock from time to
time.
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, 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.
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.
5
<PAGE>
General
The Indenture provides that separate series of Debt Securities may be
issued under the Indenture 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 on 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 on 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 made and the amount so payable (or the manner in which
such amount is to be determined); (12) the percentage of the principal amount at
which such Debt Securities will be issued and, if other than the entire
principal amount thereof, the portion of the principal amount of any of such
Debt Securities which will be payable upon declaration of acceleration of the
Maturity thereof or the method by which such portion shall be determined; (13)
if the principal amount payable at the Stated Maturity of any of such Debt
Securities will not be determinable as of any one or more dates prior to the
Stated Maturity, the amount which will be deemed to be such principal amount as
of any such date for any purpose, including the principal amount thereof which
will be due and payable upon any Maturity other than the Stated Maturity or
which will be deemed to be Outstanding as of any such date (or, in any such
case, the manner in which such deemed principal amount is to be determined);
(14) any variation from the application of the provisions of the Indenture
described under "Defeasance and Covenant Defeasance--Defeasance and Discharge"
or "Defeasance and Covenant Defeasance--Defeasance of Certain Covenants" or
under both such captions and the manner in which any election of the Company to
defease such Debt Securities shall be evidenced (if other than by a Board
Resolution); (15) whether any of such Debt Securities will be issuable in whole
or in part in the form of one or more Global
6
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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 Securities 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 Securities may be
exchanged in whole or in part for Debt Securities registered, and any transfer
of such Global Securities in whole or in part may be registered, in the names of
Persons other than the Depositary for such Global Securities 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 extensions 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 Holders of any of such Debt
Securities to declare the principal amount of any of such Debt Securities and
any change in the right of the Trustee or the 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 federal 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 endorsed thereon 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 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 a transfer agent 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)
7
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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 Debt
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 exchange 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 Commission.
Upon the issuance by the Company of Debt Securities represented by a
Global Security, purchases of Debt Securities under the DTC System must be made
by or through Direct Participants, which will receive a credit for the Debt
Securities on DTC's records. The ownership interest of each actual purchaser of
each Debt Security ("Beneficial Owner") is in turn to be recorded on the Direct
and Indirect Participants' records. Beneficial Owners will not receive written
confirmation from DTC of their purchase, but Beneficial Owners are expected to
receive written confirmations providing details of the transaction, as well as
periodic statements of their holdings, from the Direct or Indirect Participant
through which the Beneficial Owner entered into the transaction. Transfers of
ownership interests in the Debt Securities are to be accomplished by entries
made on the books of Participants acting on behalf of Beneficial Owners.
Beneficial Owners will not receive certificates representing their ownership
interests in Debt Securities, except in the event that use of the book-entry
system for the Debt Securities is discontinued. The laws of some states require
that certain purchasers of securities take physical delivery of such securities
in definitive form. Such laws may impair the ability to transfer beneficial
interests in a 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
8
<PAGE>
Securities represented by such Global Security for all purposes under the
Indenture. Except as described above, Beneficial Owners 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 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 the Depositary or
its nominee will be made by the Company through the Trustee under the Indenture
or a paying agent (the "Paying Agent"), which may also be the Trustee under the
Indenture, to the Depositary 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.
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
9
<PAGE>
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 Debt 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 SFP or BNSF Railway (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 Debt 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)
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 Debt 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 to the Company 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 involving
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 Debt Securities) with respect to
the Debt Securities of any series at the time Outstanding Debt shall occur and
be continuing, either the Trustee or the Holders of at least 25% in aggregate
principal amount of the Outstanding Debt 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
10
<PAGE>
Security) to be due and payable immediately. If an Event of Default described in
clause (d) above that is applicable to all Outstanding Debt 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 such 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 Debt 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 Debt 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 Debt Securities
of that series have made written request, and such Holder or Holders have
offered reasonable indemnity, to the Trustee to institute such proceeding 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
Debt Securities of that series a direction inconsistent with such request,
within 60 days after such notice, request and offer. (Section 507) However, such
limitations do not apply to a suit instituted by a Holder of a Debt Security for
the enforcement of payment of the principal of or any premium or interest on
such Debt Security on or after the applicable due date specified in such Debt
Security. (Section 508)
The Company will be required to furnish to the Trustee annually a statement
by certain of its officers as to whether or not the Company, to their knowledge,
is in default in the performance or observance of any of the terms, provisions
and conditions of the Indenture and, if so, specifying all such known defaults.
(Section 1004)
Modification and Waiver
Modifications and amendments of the Indenture may be made by the Company
and the Trustee with the consent of the Holders of a majority in aggregate
principal amount of the Outstanding Debt 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 Debt
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 Debt 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 Debt
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
11
<PAGE>
modification and waiver. (Section 902)
The Holders of a majority in aggregate principal amount of the Outstanding
Debt 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 Debt 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 Debt 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 Debt 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 Debt Securities of that series on the record date. To be
effective, such action must be taken by Holders of the requisite principal
amount of such Debt Securities within a specified period following the record
date. For any particular record date, this period will be 180 days or such
shorter period as may be specified by the Company (or the Trustee, if it set the
record date) and may be shortened or lengthened (but not beyond 180 days) from
time to time. (Section 104)
Defeasance and Covenant Defeasance
Unless otherwise provided in the applicable Prospectus Supplement, the
provisions of Section 1402, relating to defeasance and discharge of
indebtedness, or Section 1403, relating to defeasance of certain restrictive
covenants in the Indenture, shall apply to the Debt Securities of any series or
to any specified part of a series. (Section 1401)
Defeasance and Discharge. Section 1402 of the Indenture provides that the
Company will be discharged from all its obligations with respect to such Debt
Securities (except for certain obligations to exchange or register the transfer
of Debt Securities, to replace stolen, lost or mutilated Debt Securities, to
maintain paying agencies and to hold moneys for payment in trust) 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
12
<PAGE>
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, in certain circumstances, 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, and that in
those circumstances 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 laws of the State of New York. (Section 112)
Regarding the Trustee
The First National Bank of Chicago has lending and other customary banking
relationships with the Company.
PLAN OF DISTRIBUTION
The Company may sell the Debt Securities (i) through an underwriter or
underwriters, (ii) through dealers, (iii) through agents, (iv) directly to
purchasers, including affiliates of the Company, or (v) through a combination of
any such methods of sale. The applicable Prospectus Supplement will set forth
the terms of the offerings of any Debt Securities, including the method of
distribution, the name or names of any underwriters, dealers or agents, any
managing underwriter or underwriters, the purchase price of the Debt Securities
and the proceeds to the
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<PAGE>
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 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.
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EXPERTS
The consolidated financial statements and the financial statement
schedule as of December 31, 1996 and for the year ended December 31, 1996
incorporated in this Prospectus by reference to the Company's Annual Report on
Form 10-K for the year ended December 31, 1996 have been so incorporated in
reliance on the reports of Price Waterhouse LLP, independent accountants, given
on the authority of said firm as experts in auditing and accounting.
The consolidated financial statements and the financial statement schedule
as of December 31, 1995 and for each of the two years in the period ended
December 31, 1995 incorporated in this Prospectus by reference to the Company's
Annual Report on Form 10-K for the year ended December 31, 1996 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.
15
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The registrant estimates that expenses in connection with the offering
described in this Registration Statement will be as follows:
<TABLE>
<CAPTION>
<S> <C>
SEC Registration Fee ................................................. $166,667
Legal Fees and Expenses .............................................. 40,000
Accounting Fees and Expenses ......................................... 50,000
Rating Agency Fees ................................................... 180,000
Trustee's Fees and Expenses .......................................... 10,000
Printing and Engraving Expenses ...................................... 15,000
Blue Sky Fees and Expenses ........................................... 10,000
Miscellaneous ........................................................ 8,333
--------
Total ...................................................... $480,000
========
</TABLE>
Item 15. Indemnification of Officers and Directors.
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 indemnification for expenses, judgments, settlement payments, and other
costs. In the case of a claim by or in the right of the corporation (including
stockholder derivative suits), the Delaware Statute expressly provides for
indemnification for expenses only, and not for amounts paid in judgment or
settlement of such actions. Moreover, a corporation cannot, under the Delaware
Statute, provide for indemnification against expenses in the case of an action
by or in the right of the corporation if the person seeking indemnification is
adjudged liable to the corporation, unless the indemnification is ordered by a
court. The Delaware Statute also permits advancement of expenses to directors
and officers upon receipt of an undertaking by such director or officer to repay
all amounts advanced if it shall ultimately be determined that he or she is not
entitled to be indemnified by the corporation. In addition, the Delaware Statute
specifically provides that its terms shall not be deemed exclusive of any other
right to indemnification to which a director, officer, or employee may be
entitled under any by-law, agreement, or vote of stockholders or disinterested
directors.
The By-Laws of the Company provide that the Company shall indemnify
and hold harmless, to the full extent permitted by law, any person made, or
threatened to be made, a party to an action, suit, or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he or she
is or was a director or officer of the Company, or served or serves as a
director, officer, employee, or agent of another corporation or of a
partnership, joint venture, trust or other enterprise, including service with
respect to an employee benefit plan, at the request of the Company.
II-1
<PAGE>
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 16. Exhibits and Financial Statement Schedules.
A list of exhibits included as part of this Registration Statement is set
forth in the Index to Exhibits which immediately precedes such exhibits and is
incorporated herein by reference.
Item 17. Undertakings.
(1) The undersigned registrant hereby undertakes:
(a) 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. 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;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement;
Provided, however, that paragraphs (a)(i) and (a)(ii) do not
apply if the registration statement is on Form S-3, Form S-
8, or Form F-3, and the information required to be included
in a post-effective amendment by those paragraphs is
contained in periodic reports filed or furnished to the
Commission 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.
(b) 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.
(c) 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.
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<PAGE>
(2) 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 that is incorporated by reference in this
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.
(3) 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 foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act 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.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Village of Schaumburg, State of Illinois, on July 31, 1997.
BURLINGTON NORTHERN SANTA FE CORPORATION
By /s/ Jeffrey R. Moreland
----------------------------------------
Jeffrey R. Moreland
Senior Vice President-Law and
General Counsel
S-1
<PAGE>
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 this Registration
Statement which any Authorized Officer deems necessary or advisable to enable
the Registrant to comply with the Securities Act of 1933, as amended, and any
rules, regulations, and requirements of the Securities and Exchange Commission
in respect thereof, and to take any other action on behalf of such person which
any Authorized Officer deems necessary or desirable in connection herewith. The
term "Authorized Officer" as applied with respect to any action taken pursuant
to this authorization means (i) any person who is the 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 31st day of July, 1997.
<TABLE>
<CAPTION>
<S> <C>
/s/ Robert D. Krebs /s/ Denis E. Springer
- ------------------------------------- --------------------------------------
Robert D. Krebs, Chairman, President Denis E. Springer, Senior Vice
and Chief Executive Officer President and Chief Financial Officer
(Principal Executive Officer) (Principal Financial Officer)
and Director
/s/ Thomas N. Hund /s/ Joseph F. Alibrandi
- ------------------------------------- --------------------------------------
Thomas N. Hund, Vice President and Joseph F. Alibrandi, Director
Controller (Principal Accounting
Officer)
/s/ Jack S. Blanton /s/ John J. Burns, Jr.
- -------------------------------------- --------------------------------------
Jack S. Blanton, Director John J. Burns, Jr., Director
/s/ Daniel J. Evans
- -------------------------------------- --------------------------------------
Daniel J. Evans, Director George Deukmejian, Director
/s/ Marc J. Shapiro /s/ Bill M. Lindig
- -------------------------------------- --------------------------------------
Marc J. Shapiro, Director Bill M. Lindig, Director
/s/ Robert H. West /s/ Roy S. Roberts
- -------------------------------------- --------------------------------------
Robert H. West, Director Roy S. Roberts, Director
/s/ Edward E. Whitacre, Jr. /s/ Arnold R. Weber
- -------------------------------------- --------------------------------------
Edward E. Whitacre, Jr., Director Arnold R. Weber, Director
/s/ Michael B. Yanney /s/ J. Steven Whisler
- -------------------------------------- --------------------------------------
Michael B. Yanney, Director J. Steven Whisler, Director
/s/ Ronald B. Woodard
--------------------------------------
Ronald B. Woodard, Director
</TABLE>
S-2
<PAGE>
INDEX TO EXHIBITS
-----------------
Exhibit
Number Description of Document
- ------ -----------------------
1 Form of Proposed Underwriting Agreement (incorporated by reference
herein to Exhibit 1.1 of the Burlington Northern Santa Fe Corporation
Registration Statement on Form S-3 (Registration No. 33-64209)).
2 Agreement and Plan of Merger dated as of June 29, 1994 between
Burlington Northern Inc. and Santa Fe Pacific Corporation as amended by
Amendments 1 and 2 thereto, together with Amendments 3 and 4 thereto
(incorporated by reference herein to the Burlington Northern Santa Fe
Corporation current report on Form 8-K (Date of earliest event
reported: September 22, 1995) (File No. 1-11535)). Schedules have been
omitted. Schedules will be furnished supplementally to the Securities
and Exchange Commission upon request.
4 Form of Proposed Indenture (including form of Security)(incorporated by
reference herein to Exhibit 4.1 of the Burlington Northern Santa Fe
Corporation Registration Statement on Form S-3 (Registration No. 33-
64209)).
5 Opinion of Mayer, Brown & Platt (filed herewith).
12 Statement of Computation of Ratio of Earnings to Fixed Charges (filed
herewith).
23.1 Consent of Mayer, Brown & Platt (included in Exhibit 5).
23.2 Consent of Price Waterhouse LLP (filed herewith).
23.3 Consent of Coopers & Lybrand L.L.P (filed herewith).
24 Powers of Attorney (included on the signature page of this registration
statement)
25 Form T-1 Statement of Eligibility of Qualification under the Trust
Indenture Act of 1939 of The First National Bank of Chicago (filed
herewith).
E-1
<PAGE>
Exhibit 5
August 5, 1997
Burlington Northern Santa Fe Corporation
2650 Lou Menk Drive
Fort Worth, Texas 76131
Re: Registration Statement on Form S-3
$550,000,000 Principal Amount of Debt Securities
------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel to Burlington Northern Santa Fe Corporation,
a Delaware corporation (the "Company"), in connection with an offering pursuant
to Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"),
of $550 million principal amount of the Company's debt securities (the "Debt
Securities") and the corporate proceedings (the "Corporate Proceedings") taken
and to be taken in connection therewith. The Debt Securities are to be issued
under an indenture (the "Indenture"), between the Company and The First National
Bank of Chicago, as trustee. We have also participated in the preparation and
filing with the Securities and Exchange Commission under the Securities Act of a
Registration Statement on Form S-3 (the "Registration Statement") relating to
the Debt Securities. In this connection, we have examined such corporate and
other records, instruments, certificate and documents as we considered necessary
to enable us to express this opinion.
Based on the foregoing, it is our opinion that, upon completion of the
Corporate Proceedings, the Debt Securities will have been duly authorized for
issuance and, when each series of Debt Securities is duly executed,
authenticated, issued and delivered, such series will constitute valid and
legally binding obligations of the Company entitled to the benefits of the
Indenture, subject to bankruptcy, insolvency, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditor's rights
and to general equity principles (whether considered in a proceeding at law or
in equity).
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the caption "Validity of
Securities" therein.
We are admitted to practice law in the State of Illinois and we
express no opinions as to matters under or involving any laws other than the
laws of the State of Illinois, the federal laws of the United States of America
and the General Corporation Law of the State of Delaware.
Very truly yours,
Mayer, Brown & Platt
<PAGE>
Exhibit 12
Burlington Northern Santa Fe Corporation
Statement of Computation of Ratio of Earnings to Fixed Charges
(In millions, except ratio)
<TABLE>
<CAPTION>
Three Months Ended
March 31, Year Ended December 31,
-------------------- -----------------------
1997 1996 1996 1995 1994 1993 1992
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Earnings:
Pre-Tax income (loss) $ 242 $ 306 $1,440 $334 $695 $521 $452
Add:
Interest and fixed
charges, excluding
capitalized interest 84 75 301 220 155 145 186
Amortization of
capitalized interest 1 1 3 1 -- -- --
Portion of rent
under long-term
operating leases
representative of
an interest factor 47 44 179 129 98 92 100
Deduct:
Undistributed
equity in earnings
of investments
accounted for
under the equity
method 6 2 5 27 4 3 --
---- ---- ---- ---- ---- ---- ----
Total earnings
available for fixed
charges $ 368 $ 424 $1,918 $657 $944 $755 $738
===== ===== ====== ==== ==== ==== ====
Fixed Charges:
Interest expense and
fixed charges $ 87 $ 79 $ 314 $227 $157 $145 $186
Portion of rent under
long-term operating
leases representative
of an interest factor 47 44 179 129 98 92 100
----- ----- ---- ---- ---- ---- ----
Total Fixed Charges $ 134 $ 123 $ 493 $356 $255 $237 $286
===== ===== ====== ==== ==== ==== ====
Ratio of Earnings to
Fixed Charges 2.75x 3.45x 3.89x 1.85x (1) 3.70x 3.19x 2.58x
==== ==== ==== ==== ==== ==== ====
</TABLE>
(1) 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.
<PAGE>
Exhibit 23.2
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of Burlington
Northern Santa Fe Corporation of our report dated February 7, 1997, related to
the consolidated financial statements of Burlington Northern Santa Fe
Corporation as of and for the year ended December 31, 1996, which appears on
page 19 of the 1996 Annual Report to Shareholders which is incorporated by
reference in Burlington Northern Santa Fe Corporation's Annual Report on Form
10-K for the year ended December 31, 1996. We also consent to the incorporation
by reference of our report on the Financial Statement Schedule, which appears on
page F-1 of such Annual Report on Form 10-K. We also consent to the reference to
us under the heading "Experts" in such Prospectus.
Price Waterhouse LLP
Chicago, Illinois
August 5, 1997
<PAGE>
Exhibit 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Prospectus constituting
part of the Registration Statement on Form S-3 of Burlington Northern Santa Fe
Corporation of our report dated February 15, 1996 on our audits of the
consolidated financial statements and the financial statement schedule of
Burlington Northern Santa Fe Corporation and Subsidiaries as of December 31,
1995 and for each of the two years in the period ended December 31, 1995,
incorporated by reference in the Burlington Northern Santa Fe Corporation Annual
Report on Form 10-K for the year ended December 31, 1996. We also consent to the
reference to our firm under the caption "Experts" in the aforementioned
Registration Statement.
COOPERS & LYBRAND L.L.P.
Fort Worth, Texas
August 5, 1997
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
--------
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) _____
---------------------------------
THE FIRST NATIONAL BANK OF CHICAGO
(Exact name of trustee as specified in its charter)
A National Banking Association 36-0899825
(I.R.S. employer
identification number)
One First National Plaza, Chicago, Illinois 60670-0126
(Address of principal executive offices) (Zip Code)
The First National Bank of Chicago
One First National Plaza, Suite 0286
Chicago, Illinois 60670-0286
Attn: Lynn A. Goldstein, Law Department (312) 732-6919
(Name, address and telephone number of agent for service)
-----------------------------------
BURLINGTON NORTHERN SANTA FE CORPORATION
(Exact name of obligor as specified in its charter)
Delaware 41-1804964
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
2650 Lou Menk Drive
Fort Worth, Texas 76131-2830
(Address of principal executive offices) (Zip Code)
Debt Securities
(Title of Indenture Securities)
<PAGE>
Item 1. General Information. Furnish the following
--------------------
information as to the trustee:
(a) Name and address of each examining or
supervising authority to which it is subject.
Comptroller of Currency, Washington, D.C.,
Federal Deposit Insurance Corporation,
Washington, D.C., The Board of Governors of
the Federal Reserve System, Washington D.C.
(b) Whether it is authorized to exercise
corporate trust powers.
The trustee is authorized to exercise corporate
trust powers.
Item 2. Affiliations With the Obligor. If the obligor
is an affiliate of the trustee, describe each
such affiliation.
No such affiliation exists with the trustee.
Item 16. List of exhibits. List below all exhibits filed as a
part of this Statement of Eligibility.
1. A copy of the articles of association of the
trustee now in effect.*
2. A copy of the certificates of authority of the
trustee to commence business.*
3. A copy of the authorization of the trustee to
exercise corporate trust powers.*
4. A copy of the existing by-laws of the trustee.*
5. Not Applicable.
6. The consent of the trustee required by
Section 321(b) of the Act.
2
<PAGE>
7. A copy of the latest report of condition of the trustee
published pursuant to law or the requirements of its
supervising or examining authority.
8. Not Applicable.
9. Not Applicable.
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, The First National Bank of Chicago, a national
banking association organized and existing under the laws of the United
States of America, has duly caused this Statement of Eligibility to be
signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of Chicago and State of Illinois, on the 4th day of August, 1997.
The First National Bank of Chicago,
Trustee
By /s/ Richard D. Manella
Richard D. Manella
Vice President and Senior Counsel
* Exhibits 1, 2, 3 and 4 are herein incorporated by reference to Exhibits
bearing identical numbers in Item 16 of the Form T-1 of The First National Bank
of Chicago, filed as Exhibit 25.1 to the Registration Statement on Form S-3 of
SunAmerica Inc. filed with the Securities and Exchange Commission on October 25,
1996 (Registration No. 333-14201).
3
<PAGE>
EXHIBIT 6
THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT
August 4, 1997
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
In connection with the qualification of an indenture between Burlington Northern
Santa Fe Corporation and The First National Bank of Chicago, the undersigned, in
accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended,
hereby consents that the reports of examinations of the undersigned, made by
Federal or State authorities authorized to make such examinations, may be
furnished by such authorities to the Securities and Exchange Commission upon its
request therefor.
Very truly yours,
The First National Bank of Chicago
By: /s/ Richard D. Manella
Richard D. Manella
Vice President and Senior Counsel
4
<PAGE>
EXHIBIT 7
<TABLE>
<CAPTION>
Legal Title of Bank: The First National Bank of Chicago Call Date: 03/31/97 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Ste 0303 Page RC-1
City, State Zip: Chicago, IL 60670
FDIC Certificate No.: 0/3/6/1/8
---------
Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for March 31, 1997
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding of the last business day of the
quarter.
Schedule RC--Balance Sheet
C400
Dollar Amounts in ---------
Thousands RCFD BIL MIL THOU
----------------- ---- ------------
ASSETS
<S> <C> <C> <C> <C> <C>
1. Cash and balances due from depository institutions (from Schedule
RC-A):
a. Noninterest-bearing balances and currency and coin(1)................... 0081 3,871,170 1.a.
b. Interest-bearing balances(2)............................................ 0071 6,498,314 1.b.
2. Securities
a. Held-to-maturity securities(from Schedule RC-B, column A)............... 1754 0 2.a.
b. Available-for-sale securities (from Schedule RC-B, column D)............ 1773 3,901,208 2.b.
3. Federal funds sold and securities purchased under agreements to
resell..................................................................... 1350 4,612,975 3.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from Schedule RC-C)........... RCFD 2122 23,345,201 4.a.
b. LESS: Allowance for loan and lease losses............................... RCFD 3123 420,963 4.b.
c. LESS: Allocated transfer risk reserve................................... RCFD 3128 0 4.c.
d. Loans and leases, net of unearned income, allowance, and
reserve (item 4.a minus 4.b and 4.c).................................... 2125 22,924,238 4.d.
5. Trading assets (from Schedule RD-D)........................................ 3545 8,792,158
6. Premises and fixed assets (including capitalized leases)................... 2145 706,928 6.
7. Other real estate owned (from Schedule RC-M)............................... 2150 6,563 7.
8. Investments in unconsolidated subsidiaries and associated
companies (from Schedule RC-M)............................................ 2130 61,551 8.
9. Customers' liability to this bank on acceptances outstanding............... 2155 488,866 9.
10. Intangible assets (from Schedule RC-M)..................................... 2143 291,569 10.
11. Other assets (from Schedule RC-F).......................................... 2160 1,775,283 11.
12. Total assets (sum of items 1 through 11)................................... 2170 53,930,823 12.
- ------------------
</TABLE>
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
5
<PAGE>
<TABLE>
<CAPTION>
Legal Title of Bank: The First National Bank of Chicago Call Date: 03/31/97 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Ste 0303 Page RC-2
City, State Zip: Chicago, IL 60670
FDIC Certificate No.: 0/3/6/1/8
----------
Schedule RC-Continued
Dollar Amounts in
Thousands Bil Mil Thou
----------------- ------------
<S> <C> <C> <C> <C>
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C
from Schedule RC-E, part 1)............................. RCON 2200 21,550,056 13.a.
(1) Noninterest-bearing(1)............................. RCON 6631 8,895,137 13.a.1
(2) Interest-bearing................................... RCON 6636 12,654,919 13.a.2
b. In foreign offices, Edge and Agreement subsidiaries, and
IBFs (from Schedule RC-E, part II)...................... RCFN 2200 12,364,650 13.b.
(1) Noninterest bearing................................ RCFN 6631 287,496 13.b.1
(2) Interest-bearing................................... RCFN 6636 12,077,154 13.b.2
14. Federal funds purchased and securities sold under agreements
to repurchase: RCFD 2800 3.817,421 14
15. a. Demand notes issued to the U.S. Treasury RCON 2840 63,621 15.a.
b. Trading Liabilities (from Schedule RC-D)................ RCFD 3548 5,872,831 15b.
16. Other borrowed money:
a. With original maturity of one year or less.............. RCFD 2332 2,607,549 16.a.
b. With original maturity of more than one year............ RCFD 2333 322,414 16b.
17. Not applicable
18. Bank's liability on acceptance executed and outstanding..... RCFD 2920 488,866 18.
19. Subordinated notes and debentures........................... RCFD 3200 1,550,000 19.
20. Other liabilities (from Schedule RC-G)...................... RCFD 2930 1,196,229 20.
21. Total liabilities (sum of items 13 through 20).............. RCFD 2948 49,833,637 21.
22. Not applicable
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus............... RCFD 3838 0 23.
24. Common stock................................................ RCFD 3230 200,858 24.
25. Surplus (exclude all surplus related to preferred stock).... RCFD 3839 2,944,244 25.
26. a. Undivided profits and capital reserves.................. RCFD 3632 954,885 26.a.
b. Net unrealized holding gains (losses) on available-for-sale
securities.............................................. RCFD 8434 (1,089) 26.b.
27. Cumulative foreign currency translation adjustments......... RCFD 3284 (1,712) 27.
28. Total equity capital (sum of items 23 through 27)........... RCFD 3210 4,097,186 28.
29. Total liabilities, limited-life preferred stock, and equity
capital (sum of items 21, 22, and 28)....................... RCFD 3300 53,930,823 29.
</TABLE>
Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement below that best
describes the most comprehensive level of auditing work performed for the
bank by independent external
Number
auditors as of any date during 1996....RCFD 6724.......... 2 M.1.
1 = Independent audit of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm which
submits a report on the bank
2 = Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified public
accounting firm which submits a report on the consolidated holding company
(but not on the bank separately)
3 = Directors' examination of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm (may be
required by state chartering authority)
4 = Directors' examination of the bank performed by other external auditors
(may be required by state chartering authority)
5 = Review of the bank's financial statements by external auditors
6 = Compilation of the bank's financial statements by external auditors
7 = Other audit procedures (excluding tax preparation work)
8 = No external audit work
- -------------------
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
6
