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) December 18, 1999
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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)
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events
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On December 18, 1999, the Board of Directors of Burlington Northern Santa
Fe Corporation (the "Company") declared a dividend distribution of one Right for
each outstanding share of common stock, par value $0.01 per share (the "Common
Stock"), of the Company to stockholders of record at the close of business on
December 31, 1999 (the "Record Date"). Except as described below, each Right,
when exercisable, entitles the registered holder to purchase from the Company
one one-hundredth of a share of Junior Participating Preferred Stock, Series B,
par value $0.01 per share (the "Preferred Stock"), at a price of $100.00 per one
one-hundredth share (the "Purchase Price"), subject to adjustment. The
description and terms of the Rights are set forth in a Rights Agreement (the
"Rights Agreement") between the Company and First Chicago Trust Company of New
York, as Rights Agent.
Initially, the Rights will be attached to all Common Stock certificates
representing shares then outstanding, and no separate Right certificates will be
distributed. Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person") has acquired, or obtained the right to acquire, beneficial
ownership of 15% or more of the outstanding shares of Common Stock (the "Shares
Acquisition Date") or (ii) 10 business days (or such later date as may be
determined by action of the Board of Directors of the Company (the "Board of
Directors") prior to the time that any person becomes an Acquiring Person)
following the commencement of (or a public announcement of an intention to make)
a tender or exchange offer if, upon consummation thereof, such person or group
would be the beneficial owner of 15% or more of such outstanding shares of
Common Stock (the earlier of such dates being called the "Distribution Date"),
the Rights will be evidenced by the Common Stock certificates together with a
copy of the Summary of Rights Plan and not by separate certificates.
The Rights Agreement also provides that, until the Distribution Date, the
Rights will be transferred with and only with the Common Stock. Until the
Distribution Date (or earlier redemption, expiration or termination of the
Rights), the transfer of any certificates for Common Stock, with or without a
copy of this Summary of Rights Plan, will also constitute the transfer of the
Rights associated with the Common Stock represented by such certificates. As
soon as practicable following the Distribution Date, separate certificates
evidencing the Rights ("Right Certificates") will be mailed to holders of record
of the Common Stock as of the close of business on the Distribution Date and,
thereafter, such separate Right Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date and will expire
at the earliest of (i) December 18, 2009 (the "Final Expiration Date"), (ii) the
redemption of the Rights by the Company as described below, (iii) the time
immediately prior to the effectiveness of the merger of Western Merger Sub,
Inc., a Delaware corporation, with and into the Company pursuant to a
Combination Agreement dated as of December 18, 1999, as such Combination
Agreement may be amended from time to time (the "Combination Agreement"), and
(iv) the exchange of all Rights for Common Stock as described below.
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In the event that any person (other than the Company, its affiliates or any
person receiving newly-issued shares of Common Stock directly from the Company)
becomes the beneficial owner of 15% or more of the then outstanding shares of
Common Stock, each holder of a Right will thereafter have the right to receive,
upon exercise at the then current exercise price of the Right, Common Stock (or,
in certain circumstances, cash, property or other securities of the Company)
having a value equal to two times the exercise price of the Right. The Rights
Agreement contains an exemption for any issuance of Common Stock by the Company
directly to any person (for example, in a private placement or an acquisition by
the Company in which Common Stock is used as consideration), even if that person
would become the beneficial owner of 15% or more of the Common Stock, provided
that such person does not acquire any additional shares of Common Stock.
In the event that, at any time following the Shares Acquisition Date, the
Company is acquired in a merger or other business combination transaction or 50%
or more of the Company's assets or earning power are sold, proper provision will
be made so that each holder of a Right will thereafter have the right to
receive, upon exercise at the then current exercise price of the Right, common
stock of the acquiring or surviving company having a value equal to two times
the exercise price of the Right.
Notwithstanding the foregoing, following the occurrence of any of the
events set forth in the preceding two paragraphs (the "Triggering Events"), any
Rights that are, or (under certain circumstances specified in the Rights
Agreement) were, beneficially owned by any Acquiring Person will immediately
become null and void.
The Purchase Price payable, and the number of shares of Preferred Stock or
other securities or property issuable, upon exercise of the Rights, are subject
to adjustment from time to time to prevent dilution, among other circumstances,
in the event of a stock dividend on, or a subdivision, split, combination,
consolidation or reclassification of, the Preferred Stock or the Common Stock,
or a reverse split of the outstanding shares of Preferred Stock or the Common
Stock.
At any time after the acquisition by a person or group of affiliated or
associated persons of beneficial ownership of 15% or more of the outstanding
Common Stock and prior to the acquisition by such person or group of 50% or more
of the outstanding Common Stock, the Board of Directors may exchange the Rights
(other than Rights owned by such person or group, which have become void), in
whole or in part, at an exchange ratio of one share of Common Stock per Right
(subject to adjustment).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
the Purchase Price. The Company will not be required to issue fractional shares
of Preferred Stock or Common Stock (other than fractions in multiples of one
one-hundredths of a share of Preferred Stock) and, in lieu thereof, an
adjustment in cash may be made based on the market price of the Preferred Stock
or Common Stock on the last trading date prior to the date of exercise.
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At any time after the date of the Rights Agreement until the time that a
person becomes an Acquiring Person, the Board of Directors may redeem the Rights
in whole, but not in part, at a price of $0.01 per Right (the "Redemption
Price"), which may (at the option of the Company) be paid in cash, shares of
Common Stock or other consideration deemed appropriate by the Board of
Directors. Upon the effectiveness of any action of the Board of Directors
ordering redemption of the Rights, the Rights will terminate and the only right
of the holders of Rights will be to receive the Redemption Price.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends.
The provisions of the Rights Agreement may be amended by the Company,
except that any amendment adopted after the time that a person becomes an
Acquiring Person may not adversely affect the interests of holders of Rights.
As of December 15, 1999, there were 454,945,828 shares of Common Stock
outstanding and 30,048,057 shares of Common Stock reserved for issuance under
employee benefit plans. Each outstanding share of Common Stock on December 31,
1999 will receive one Right. Three million (3,000,000) shares of Preferred Stock
will be reserved for issuance in the event of exercise of the Rights.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
without conditioning the offer on the Rights being redeemed or a substantial
number of Rights being acquired, and under certain circumstances the Rights
beneficially owned by such a person or group may become void. The Rights should
not interfere with the transaction contemplated by the Combination Agreement or
any other merger or other business combination approved by the Board of
Directors because, if the Rights would become exercisable as a result of such
merger or business combination, the Board of Directors may, at its option, at
any time prior to the time that any Person becomes an Acquiring Person, redeem
all (but not less than all) of the then outstanding Rights at the Redemption
Price.
A copy of the Rights Agreement is being filed with the Securities and
Exchange Commission as an exhibit to this Current Report on Form 8-K. This
summary description of the Rights does not purport to be complete and is
qualified in its entirety by reference to the Rights Agreement.
UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS
OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS OR BECOMES AN ACQUIRING PERSON (AS
DEFINED IN THE RIGHTS AGREEMENT) AND CERTAIN TRANSFEREES THEREOF WILL BECOME
NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE.
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Item 7. Financial Statements and Exhibits.
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(c) Exhibits
Exhibit No. Exhibit
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4.1 Certificate of Designations, Preferences and Rights of the Series
B Junior Participating Preferred Stock
99.1 Rights Agreement, dated as of December 18, 1999, between
Burlington Northern Santa Fe Corporation and First Chicago Trust
Company of New York, as Rights Agent, which includes as Exhibit A
thereto the Form of Certificate of Designations, Preferences and
Rights of the Series B Junior Participating Preferred Stock, as
Exhibit B thereto the Form of Right Certificate and as Exhibit C
thereto the Summary of Rights Plan.
99.2 Press Release by Burlington Northern Santa Fe Corporation dated
December 22, 1999.
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SIGNATURE
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, thereunto duly authorized.
BURLINGTON NORTHERN SANTA FE
CORPORATION
Date: December 23, 1999 By: /s/ Jeffrey R. Moreland
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Name: Jeffrey R. Moreland
Title: Senior Vice President-Law and
Chief of Staff
EXHIBIT INDEX
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Exhibit No. Exhibit
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4.1 Certificate of Designations, Preferences and Rights of the Series
B Junior Participating Preferred Stock.
99.1 Rights Agreement between Burlington Northern Santa Fe Corporation
and First National Trust Company of New York, as Rights Agent,
which includes as Exhibit A thereto the Form of Certificate of
Designations, Preferences and Rights of the Series B Junior
Participating Preferred Stock, as Exhibit B thereto the Form of
Right Certificate and as Exhibit C thereto the Summary of Rights
Plan.
99.2 Press Release by Burlington Northern Santa Fe Corporation dated
December 22, 1999.