SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act
Date of Report (Date of earliest event reported):December 7, 2000
Burlington Northern Santa Fe Corporation
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
1-11535 41-1804964
(Commission File Number) (I.R.S. Employer
Identification No.)
2650 Lou Menk Drive, Fort Worth, Texas 76131-2830
(Address of Principal Executive Offices) (Zip Code)
(817) 352-6856
(Registrant's Telephone Number, Including Area Code)
(Not Applicable)
(Former Name or Former Address, If Changed Since Last Report)
INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events
On December 7, 2000, the Board of Directors of Burlington Northern
Santa Fe Corporation, a Delaware corporation (the "Company"), voted to redeem
all of the Company's outstanding rights to purchase Series B Junior
Participating Preferred Stock of the Company (the "Rights") previously issued
pursuant to the Rights Agreement, dated as of December 18, 1999, between the
Company and First Chicago Trust Company of New York, as Rights Agent (the
"Rights Agreement"). Pursuant to the Rights Agreement, immediately upon such
action by the Board of Directors, the right of the holders to exercise the
Rights terminated and the only remaining right of the holders with respect to
the Rights is the right to receive the redemption price of $0.01 per Right (the
"Redemption Payment").
The Redemption Payment is payable in cash on April 2, 2001 to the
persons who are holders of record of the Rights as of the close of business on
March 12, 2001. The Rights are represented by the certificates for Common Stock,
par value $0.01 per share, of the Company ("Common Stock") and do not trade
separately from the Common Stock.
The preceding is qualified in its entirety by reference to the
Company's press release and the Notice of Redemption of Preferred Stock Purchase
Rights, copies of which are attached hereto as Exhibits 99.1 and 99.2, and which
are incorporated herein by reference.
On December 7, 2000, the Company also announced that Matthew K. Rose
was elected as President and Chief Executive Officer and that Robert D. Krebs
remains the Chairman of the Board of Directors as announced in the press release
attached as Exhibit 99.3.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
99.1 Text of Press Release, dated as of December 7, 2000, issued
by the Company.
99.2 Notice of Redemption of Preferred Stock Purchase Rights,
dated as of December 11, 2000.
99.3 Text of Press Release, dated as of December 7, 2000, issued
by the Company.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BURLINGTON NORTHERN SANTA FE
CORPORATION
(Registrant)
Date: December 7, 2000 By: /s/ Jeffrey R. Moreland
-------------------------
(Signature)
Jeffrey R. Moreland
Senior Vice President-Law and
Chief of Staff