425 1 form425.htm form425.htm
Filed by Burlington Northern Santa Fe Corporation
pursuant to Rule 425 under the
Securities Act of 1933
and deemed filed pursuant to
Rule 14a-12 of the
Securities Exchange Act of 1934
Subject Company:  Burlington Northern Santa Fe Corporation
Commission File No.:  1-11535
Forward-Looking Statements
Statements contained herein concerning projections or expectations of financial or operational performance or economic outlook, or concerning other future events or results, or which refer to matters which are not historical facts, are forward-looking statements within the meaning of the federal securities laws.  Similarly, statements that describe BNSF’s or Berkshire Hathaway’s objectives, expectations, plans or goals are forward-looking statements.  Forward-looking statements include, without limitation, BNSF’s or Berkshire Hathaway’s expectations concerning the marketing outlook for their businesses, productivity, plans and goals for future operational improvements and capital investments, operational performance, future market conditions or economic performance and developments in the capital and credit markets and expected future financial performance.  Forward-looking statements also include statements regarding the expected benefits of the proposed acquisition of BNSF by Berkshire Hathaway. Forward-looking statements involve a number of risks and uncertainties, and actual results or events may differ materially from those projected or implied in those statements.
Important factors that could cause such differences include, but are not limited to: adverse changes in economic or industry conditions, both in the United States and globally; continuing volatility in the capital or credit markets and other changes in the securities and capital markets; changes affecting customers or suppliers; competition and consolidation in the industries in which BNSF and Berkshire Hathaway compete; labor costs and labor difficulties; developments and changes in laws and regulations; developments in and losses resulting from claims and litigation; natural events such as severe weather, fires, floods and earthquakes or acts of terrorism; changes in operating conditions and costs; and the extent of BNSF’s or Berkshire Hathaway’s ability to achieve their operational and financial goals and initiatives.  In addition, the acquisition of BNSF by Berkshire Hathaway is subject to the satisfaction of the conditions to the completion of the acquisition and the absence of events that could give rise to the termination of the merger agreement for the acquisition, and the possibility that the acquisition does not close, and risks that the proposed acquisition disrupts current plans and operations and business relationships, or poses difficulties in employee retention.

We caution against placing undue reliance on forward-looking statements, which reflect our current beliefs and are based on information currently available to us as of the date a forward-looking statement is made.  We undertake no obligation to revise forward-looking statements to reflect future events, changes in circumstances, or changes in beliefs.  In the event that we do update any forward-looking statements, no inference should be made that we will make additional updates with respect to that statement, related matters, or any other forward-looking statements.  Any corrections or revisions and other important assumptions and factors that could cause actual results to differ materially from our forward-looking statements, including discussions of significant risk factors, may appear in BNSF’s or Berkshire Hathaway’s public filings with the Securities and Exchange Commission (the “SEC”), which are accessible at www.sec.gov, and which you are advised to consult.
Additional Information
In connection with the proposed transaction, Berkshire Hathaway will file with the SEC a registration statement that will include a proxy statement of BNSF that also constitutes a prospectus of Berkshire Hathaway relating to the proposed transaction.  Investors are urged to read the registration statement and proxy statement/prospectus and any other relevant documents filed with the SEC when they become available, because they will contain important information about BNSF, Berkshire Hathaway and the proposed transaction.  The registration statement and proxy statement/prospectus and other documents relating to the proposed transaction (when they are available) can be obtained free of charge from the SEC’s website at www.sec.gov, Berkshire Hathaway’s website at www.berkshirehathaway.com and BNSF’s website at www.bnsf.com.  In addition, these documents (when they are available) can also be obtained free of charge from Berkshire Hathaway upon written request to the Corporate Secretary or by calling (402) 346-1400, or from BNSF upon written request to Linda Hurt or John Ambler or by calling (817) 352-6452 or (817) 867-6407.
BNSF, Berkshire Hathaway and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from shareholders in connection with the proposed transaction under the rules of the SEC.  Information regarding the directors and executive officers of BNSF may be found in its 2008 Annual Report on Form 10-K filed with the SEC on February 13, 2009 and in its definitive proxy statement relating to its 2009 Annual Meeting of Shareholders filed with the SEC on March 16, 2009.  Information regarding the directors and executive officers of Berkshire Hathaway may be found in its 2008 Annual Report on Form 10-K filed with the SEC on March 2, 2009 and in its definitive proxy statement relating to its 2009 Annual Meeting of Shareholders filed with the SEC on March 13, 2009.  These documents can be obtained free of charge from the sources indicated above.  Additional information regarding the interests of these participants will also be included in the registration statement and proxy statement/prospectus regarding the proposed transaction when it is filed with the SEC.
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On November 6, 2009, Burlington Northern Santa Fe Corporation (“BNSF”) posted on its intranet a voice message from the CEO to employees in connection with the proposed acquisition by Berkshire Hathaway Inc. of BNSF.  A transcription of the voice message follows:
Matt Rose:        Good afternoon, this is Matt Rose.
I just wanted to give you an update on the activities that have been taking place since our conference call on Tuesday morning that announced the acquisition of BNSF by Berkshire Hathaway.
So, at the call, we laid out the purpose of what Warren Buffett and Berkshire Hathaway were doing.  And in the last 48 hours, there has been no shortage of news broadcasts on the TV.  We’ve had probably 300 or 400 different newspaper articles written and literally thousands of blogs written about this transaction.  Yesterday, I went to Washington, DC and met with many of our public policy makers, Department of Transportation, many of the Senators and House Members who are involved in transportation policy.  I was here during the failed merger between the Burlington Northern Santa Fe and the Canadian National.  All I can tell you is, “Wow, what a difference it makes.”  This transaction is really being very warmly received.  And the reason is exactly what we told all of our employees on Tuesday, and that is that Berkshire has a tremendous track record of buying well-run, well-maintained companies and leaving them alone in order for them to fulfill their mission.  And it also helps to have, as I described it on Tuesday, probably the most significant business icon, Warren Buffett, leading this effort.

So, over the next several days and weeks, we’ll continue to give our employees updates on the status of play.  You’ll be frustrated because, truly, over the next several weeks, there will not be much going on.  As I asked everybody on Tuesday, we need to get back to focusing, as you all have been doing, on safety and service and cost containment.  But there will be events over the next couple of weeks that we will correspond with our employees on, and as we begin to fill in some of the additional details, we will certainly communicate with you.
So with that, I thank you and I ask each of you to have a very safe day.