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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as Permitted
[ ] Definitive Proxy Statement by Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[x] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
Burlington Northern Santa Fe Corporation
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(Name of Registrant as Specified In Its Charter)
Burlington Northern Santa Fe Corporation
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-1 1(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Notes:
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CERTAIN INFORMATION CONCERNING PARTICIPANTS
Burlington Northern Santa Fe Corporation (BNSF) and certain other persons
named below may be deemed to be participants in the solicitation of proxies of
BNSF stockholders to approve the proposed combination between BNSF and Canadian
National Railway Company (CN). The participants in this solicitation may
include the directors of BNSF: Joseph F. Alibrandi, Jack S. Blanton, John J.
Burns, Jr., George Deukmejian, Robert D. Krebs (also Chairman and Chief
Executive Officer of BNSF), Bill M. Lindig, Vilma S. Martinez, Roy S. Roberts,
Marc J. Shapiro, Arnold R. Weber, Robert H. West, J. Steven Whisler, Edward E.
Whitacre, Jr., Ronald B. Woodard, and Michael B. Yanney; the following
executive officers of BNSF: Matthew K. Rose (President and Chief Operating
Officer), Charles L. Schultz (Executive Vice President and Chief Marketing
Officer), Thomas N. Hund (Senior Vice President, Chief Financial Officer, and
Treasurer), Carl R. Ice (Senior Vice President - Operations), Jeffrey R.
Moreland (Senior Vice President-Law and Chief of Staff), and Dennis R. Johnson
(Vice President and Controller); and the following other members of management
and employees of BNSF and its subsidiaries: Gary L. Crosby (Vice President-Law
and General Counsel), A. R. (Skip) Endres, Jr. (Vice President - Government
Affairs), Bruce E. Freeman (Vice President and Chief Information Officer),
Marsha K. Morgan (Vice President - Investor Relations and Corporate Secretary),
Richard A. Russack (Vice President - Corporate Relations), Shelley J. Venick
(Vice President and General Tax Counsel), Richard E. Weicher (Vice President and
Senior Regulatory Counsel), Jean R. Arndt (Vice President - Network Support),
Stevan B. Bobb (Group Vice President - Agricultural Commodities), Stephen G.
Branscum (Group Vice President - Consumer Products), Rollin D. Bredenberg (Vice
President - Service Design and Performance), Jeffrey J. Campbell (Vice President
and Chief
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Sourcing Officer), M. David Dealy (Vice President - Transportation), Frederick
G. (Fritz) Draper (Vice President - Terminal and Equipment), George T. Duggan
(Vice President - Chemicals), John J. Fleps (Vice President - Labor Relations),
Ricci L. Gardner (Vice President - Human Resources), David L. Garin (Group Vice
President - Industrial Products), Ken J. Kempker (Vice President - Internal
Audit), Craig Hill (Vice President - Engineering and Mechanical), Ernest L.
(Buck) Hord (Vice President - Operations UP/SP Lines), Thomas G. Kraemer (Group
Vice President -Coal), James J. O'Neil (Vice President - Property and Facility
Management), David S. Quilici (Vice President - Coal Marketing), Kathleen A.
Regan (Vice President - Automotive), Peter J. Rickershauser (Vice President -
Network Development), Sami M. Shalah (Vice President - Coal Marketing), Gregory
W. Stengem (Vice President - Safety, Training and Service Support), and Paul R.
Hoferer (General Counsel). As of the date of this filing, none of the foregoing
participants individually beneficially owns in excess of 1% of BNSF common
stock. For additional information concerning interests of certain of these
individuals in the proposed combination, see "Interests of Certain Persons in
the Combination" contained in the registration statement on Form F4/S-4 filed by
North American Railway, Inc. and CN with the Securities and Exchange Commission
in connection with the securities to be issued in the combination, which also
includes the preliminary proxy statement for the shareholders meetings to be
held for approval of the combination. The registration statement has not been
declared effective. This document may be obtained for free at the SEC's Web
site, www.sec.gov.
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