425 1 form425.htm 425 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-6 of the
Securities Exchange Act of 1934
 
Subject Company: Burlington Northern Santa Fe Corporation
Commission File No.: 1-11535
 
 
On January 11, 2010, Burlington Northern Santa Fe Corporation (“BNSF”) began mailing the following letter to investors in connection with the proposed acquisition by Berkshire Hathaway Inc. of BNSF:
 
 
 
 

January 11, 2010

Dear Fellow Stockholder:

We have previously sent to you proxy materials for the special meeting of stockholders of Burlington Northern Santa Fe Corporation (“BNSF”) to be held on February 11, 2010 to approve the proposed merger of BNSF with a wholly owned subsidiary of Berkshire Hathaway Inc. (“Berkshire”).  Your Board of Directors unanimously recommends that you vote FOR the proposed merger.

Approval of the proposed merger requires the affirmative vote of (i) holders of at least two-thirds of the issued and outstanding shares of BNSF common stock not owned by Berkshire or any of its affiliates or associates, and (ii) holders of a majority of the issued and outstanding shares of BNSF common stock.  Therefore, your vote is very important, no matter how many or how few shares you may own.  If you fail to vote, it will have the same effect as a vote against the proposed merger.

To ensure that your shares are represented at the meeting, please vote TODAY by telephone, via the Internet, or by signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Very truly yours,

 
Matthew K. Rose
Chairman, President and Chief Executive Officer
 
 
   
REMEMBER:

You can vote your shares by telephone, or via the Internet.
Please follow the easy instructions on the enclosed proxy card.

If you have any questions, or need assistance in voting
your shares, please call our proxy solicitor,

INNISFREE M&A INCORPORATED
TOLL-FREE, at 1-877-456-3463.
 
 
     
 

 
 
 
 
 

 

 


Additional Information

In connection with the proposed transaction, Berkshire Hathaway has filed with the SEC a registration statement that includes a definitive proxy statement of BNSF that also constitutes a prospectus of Berkshire Hathaway relating to the proposed transaction. On or about December 28, 2009, BNSF began mailing the definitive proxy statement/prospectus to stockholders of record as of the close of business on December 18, 2009. Investors are urged to read the definitive proxy statement/prospectus (including any amendments and supplements) and any other relevant documents filed with the SEC because they contain important information about BNSF, Berkshire Hathaway and the proposed transaction. The registration statement and definitive proxy statement/prospectus and other documents relating to the proposed transaction can be obtained free of charge from the SEC’s Web site at www.sec.gov, Berkshire Hathaway’s Web site at www.berkshirehathaway.com and BNSF’s Web site at www.bnsf.com. In addition, these documents 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 stockholders 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 Stockholders 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 Stockholders 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 in the solicitation of proxies in connection with the proposed transaction can also be obtained from the registration statement and definitive proxy statement/prospectus filed with the SEC in connection with the proposed transaction, which may be obtained free of charge from the sources indicated above.