SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): February 17, 2000
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BURLINGTON NORTHERN SANTA FE CORPORATION
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(Exact name of Registrant as specified in charter)
Delaware
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(State or other jurisdiction of incorporation)
1-11535 41-1804964
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(Commission File Number) (IRS Employer Identification No.)
2650 Lou Menk Drive, Fort Worth, Texas 76131-2830
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(Address of principal executive offices) (Zip Code)
(817) 333-2000
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(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS
On February 17, 2000, Burlington Northern Santa Fe Corporation, a Delaware
corporation ("BNSF"), Canadian National Railway Company, a Canadian corporation
("CN"), North American Railways, Inc., a Delaware corporation jointly owned by
BNSF and CN ("NAR"), and Western Merger Sub, Inc., a Delaware corporation and
wholly owned subsidiary of NAR, entered into an amended and restated combination
agreement (the "Amended and Restated Combination Agreement"), which is filed as
Exhibit 2.1 to this Current Report on Form 8-K.
The Amended and Restated Combination Agreement supersedes the Combination
Agreement dated as of December 18, 1999, which was previously filed as Exhibit
2.1 to the Form 8-K filed on December 21, 1999. The amendments agreed to by the
parties reflected a number of technical and conforming changes, none of which
materially affected the substantive terms of the combination.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
See Exhibit Index included herewith.
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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
Date: March 3, 2000 By: /s/ Thomas N. Hund
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Name: Thomas N. Hund
Title: Senior Vice President and Chief
Financial Officer
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BURLINGTON NORTHERN SANTA FE CORPORATION
INDEX OF EXHIBITS
Exhibit
Number Description
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2.1 Amended and Restated Combination Agreement dated as of February 17,
2000 among Burlington Northern Santa Fe Corporation, Canadian National
Railway Company, North American Railways, Inc. and Western Merger Sub,
Inc.
-Exhibit A to Amended and Restated Combination Agreement - Form of CN
Option Agreement (see Exhibit 99.1 to this Current Report on Form 8-
K).
-Exhibit B to Amended and Restated Combination Agreement - Form of
BNSF Option Agreement (see Exhibit 99.2 to this Current Report on Form
8-K).
-Exhibit C to Amended and Restated Combination Agreement - Form of
Arrangement Resolution.
-Exhibit D to Amended and Restated Combination Agreement - Form of Co-
Operation Agreement.
-Exhibit E to Amended and Restated Combination Agreement - Form of
Plan of Arrangement.
-Exhibit F to Amended and Restated Combination Agreement - Form of
Voting and Exchange Trust Agreement.
-Exhibit G to Amended and Restated Combination Agreement - Form of
BNSF Rights Agreement.
-Exhibit H to Amended and Restated Combination Agreement - Form of
Restated Certificate of Incorporation of North American Railways, Inc.
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-Exhibit I to Amended and Restated Combination Agreement - Form of
Amended and Restated Certificate of Incorporation of the Surviving
Corporation.
-Exhibit J to Amended and Restated Combination Agreement - Form of By-
Laws of Surviving Corporation.
99.1 Stock Option Agreement dated as of December 18, 1999 between Canadian
National Railways Company and Burlington Northern Santa Fe Corporation
(the "CN Option Agreement").
99.2 Stock Option Agreement dated as of December 18, 1999 between Canadian
National Railways Company and Burlington Northern Santa Fe Corporation
(the "BNSF Option Agreement").
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