-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, I4mqxJ+/iCOtDpxLoZ6jDUsDaEtB01WPJiW6mstwMz1ObR5Pl5yuPFitiengZTrX A1XMEwNzkiI7cZ/G6Zc+vg== 0000950123-99-007318.txt : 19990810 0000950123-99-007318.hdr.sgml : 19990810 ACCESSION NUMBER: 0000950123-99-007318 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990809 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BURLINGTON NORTHERN SANTA FE CORP CENTRAL INDEX KEY: 0000934612 STANDARD INDUSTRIAL CLASSIFICATION: RAILROADS, LINE-HAUL OPERATING [4011] IRS NUMBER: 411804964 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-44429 FILM NUMBER: 99681513 BUSINESS ADDRESS: STREET 1: 2650 LOU MENK DR STREET 2: 777 MAIN ST CITY: FT WORTH STATE: TX ZIP: 76131 BUSINESS PHONE: 8173526856 MAIL ADDRESS: STREET 1: 3800 CONTINENTAL PLAZA STREET 2: 777 MAIN STREET CITY: FORT WORTH STATE: TX ZIP: 76102-5384 FORMER COMPANY: FORMER CONFORMED NAME: BURLINGTON NORTHERN SANTE FE CORP DATE OF NAME CHANGE: 19950913 FORMER COMPANY: FORMER CONFORMED NAME: BNSF CORP DATE OF NAME CHANGE: 19941223 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ALLEGHANY CORP /DE CENTRAL INDEX KEY: 0000775368 STANDARD INDUSTRIAL CLASSIFICATION: TITLE INSURANCE [6361] IRS NUMBER: 510283071 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 375 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10152 BUSINESS PHONE: 2127521356 MAIL ADDRESS: STREET 1: 375 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10055 FORMER COMPANY: FORMER CONFORMED NAME: ALLEGHANY FINANCIAL CORP DATE OF NAME CHANGE: 19870115 SC 13D/A 1 AMENDMENT NO. 1 TO SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Amendment No. 1 Burlington Northern Santa Fe Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 12189T104 (CUSIP Number) Robert M. Hart, Esq. Senior Vice President and General Counsel Alleghany Corporation 375 Park Avenue New York, New York 10152 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copies to: Aileen C. Meehan, Esq. Dewey Ballantine LLP 1301 Avenue of the Americas New York, New York 10019 (212) 259-6910 August 9, 1999 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ] Page 1 of 6 pages 2 CUSIP No. 12189T104 - -------------------------------------------------------------------------------- 1. Name of Reporting Person SS or IRS Identification No. of Above Person Alleghany Corporation 51-0283071 - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) 00 - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings is Required Pursuant to items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- Number of Shares Beneficially Owned by Each 7. Sole Voting Power Reporting Person With 14,869,773 8. Shared Voting Power 7,424,469 9. Sole Dispositive Power 14,869,773 10. Shared Dispositive Power 7,424,469 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 22,294,242 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- Page 2 of 6 pages 3 - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 4.7% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- Page 3 of 6 pages 4 This Statement is filed by Alleghany Corporation ("Alleghany"), a Delaware corporation having its principal executive offices at 375 Park Avenue, New York, New York 10152, and relates to shares of Common Stock, par value $0.01 per share (the "Common Stock"), of Burlington Northern Santa Fe Corporation ("BNSF"), a Delaware corporation having its principal executive offices at 2650 Lou Menk Drive, Forth Worth, Texas 76131-2830. This Amendment No. 1 amends the Schedule 13D Statement filed by Alleghany on September 22, 1995, by furnishing the information set forth below. Item 5. Interest in Securities of the Issuer. Alleghany previously reported beneficial ownership of 7,431,414 shares of the Common Stock of BNSF or approximately 5.2% of the outstanding shares of the Common Stock of BNSF, based upon an estimated 142,000,000 shares of Common Stock outstanding as reported in a press release issued by BNSF on September 22, 1995. On September 1, 1998, BNSF effected a three-for-one stock split, resulting in ownership by Alleghany of 22,294,242 shares of Common Stock. Due to changes over time in the number of outstanding shares of Common Stock of BNSF, the 22,294,242 shares of Common Stock owned by Alleghany currently represent approximately 4.7% of the outstanding shares of Common Stock of BNSF, based on the number of shares reported in BNSF's Quarterly Report on Form 10-Q for the quarter ended March 31, 1999 as being outstanding at April 30, 1999. Accordingly, Alleghany is no longer the beneficial owner of more than five percent of the outstanding shares of Common Stock of BNSF. John J. Burns, Jr., President and chief executive officer of Alleghany, is a member of the Board of Directors of BNSF. Mr. Burns beneficially owns 19,822 shares of Common Stock of BNSF, including 4,227 shares of restricted stock awarded to Mr. Burns under the BNSF Non-Employee Directors' Stock Plan, 9,000 shares which may be acquired within 60 days upon Page 4 of 6 pages 5 exercise of stock options awarded to Mr. Burns under the BNSF Non-Employee Directors' Stock Plan, and 3,562 phantom stock units held by Mr. Burns as of January 31, 1999 under the BNSF Deferred Compensation Plan for Directors. Page 5 of 6 pages 6 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: August 9, 1999 ALLEGHANY CORPORATION By: /s/ Peter R. Sismondo Peter R. Sismondo Vice President, Treasurer, Controller and Assistant Secretary Page 6 of 6 pages -----END PRIVACY-ENHANCED MESSAGE-----