- Filing of certain prospectuses and communications in connection with business combination transactions (425)
28 Janeiro 2010 - 8:22PM
Edgar (US Regulatory)
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 28, 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
28, 2010
Dear
Fellow Stockholder:
TIME
IS SHORT--AND YOUR VOTE MATTERS!
The
important special meeting of the stockholders of Burlington Northern Santa Fe
Corporation (“BNSF”) to approve the proposed merger of BNSF with a wholly owned
subsidiary of Berkshire Hathaway Inc. (“Berkshire”) is now less than two weeks
away, and according to our latest records, we have not yet received your
proxy.
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, if you do not 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 take a moment now
to vote your shares by telephone or over the Internet, or by signing, dating and
returning the enclosed proxy card.
Very
truly yours,
Matthew
K. Rose
Chairman,
President and Chief Executive Officer
THE
SPECIAL MEETING IS LESS THAN TWO WEEKS AWAY!
Because
time is short, we encourage you to submit your proxy
by
telephone, or
via
the Internet TODAY. 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.
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