- Post-Effective Amendment to an S-8 filing (S-8 POS)
February 17 2010 - 12:38PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on February 12,
2010
File
No. 033-62941
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1 TO
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
BURLINGTON
NORTHERN
SANTA
FE, LLC
(Exact
name of registrant as specified in its charter)
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Delaware
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer
Identification
No.)
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2650
Lou Menk Drive
Fort
Worth, Texas 76131-2830
(800)
795-2673
(Address,
including zip code, and telephone number, including area code, of registrant’s
principal executive offices)
Santa
Fe Pacific
Retirement
and Savings Plan
(Full
title of the plan)
Roger
Nober
Burlington
Northern Santa Fe, LLC
Executive
Vice President Law and Secretary
2650
Lou Menk Drive
Fort
Worth, Texas 76131
(800)
795-2673
(Name,
address, including zip code, and telephone number, including area code, of agent
for service)
Copies
to:
Robert
E. Denham
Munger,
Tolles & Olson LLP
355
South Grand Avenue
35th
Floor
Los
Angeles, California 90071
(213)
683-9100
_______________________
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.
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Large
accelerated filer
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[X]
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Accelerated
Filer
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[ ]
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Non-accelerated
filer
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[ ]
(Do not check if a smaller reporting company)
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Smaller
reporting company
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[ ]
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DEREGISTRATION
OF SECURITIES
On
September 25, 1995, Burlington Northern Santa Fe Corporation (the “
Company
”) filed with
the Securities and Exchange Commission a registration statement on Form S-8
(File No. 033-62941) (the “
Registration
Statement
”) with respect to 6,150,000 shares of the Company’s common
stock, par value $0.01 per share, registered for issuance under the Santa Fe
Pacific Retirement and Savings Plan.
On
February 12, 2010, pursuant to the Agreement and Plan of Merger, dated as of
November 2, 2009, by and among the Company, Berkshire Hathaway Inc., a Delaware
corporation (“
Berkshire
”), and R
Acquisition Company, LLC, a Delaware limited liability company wholly owned by
Berkshire (the “
Merger
Subsidiary
”), the Company merged with and into the Merger Subsidiary,
with the Merger Subsidiary surviving as a wholly owned subsidiary of Berkshire
(the “
Merger
”).
Upon consummation of the Merger, the Merger Subsidiary changed its name to
“Burlington Northern Santa Fe, LLC” (“
BNSF
”).
As a
result of the Merger, the offering pursuant to the Registration Statement has
been terminated. In accordance with the undertakings made by the Company in the
Registration Statement to remove from registration by means of a post-effective
amendment any of the securities being registered that remain unsold at the
termination of the offering, BNSF is filing this Post-Effective Amendment No. 1
to the Registration Statement to deregister all of the shares that remain unsold
under the Registration Statement.
Item 8.
Exhibits
24.1 Power
of Attorney
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Post-Effective
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Fort Worth, State of
Texas, on this 12th day of February, 2010.
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BURLINGTON
NORTHERN SANTA FE, LLC
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/s/
James H. Gallegos
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By:
James H. Gallegos
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Title:
Vice President and Corporate General Counsel
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Pursuant
to the requirements of the Securities Act of 1933, as amended, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed by
the following persons in the capacities indicated, on this 12th day of February,
2010:
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*
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Matthew
K. Rose
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President,
Chief Executive Officer (Principal Executive Officer) and
Manager
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*
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Thomas
N. Hund
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Executive
Vice President, Chief Financial Officer (Principal Financial Officer) and
Manager
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*
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Carl
R. Ice
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Executive
Vice President, Chief Operations Officer and Manager
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*
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John
P. Lanigan, Jr.
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Executive
Vice President, Chief Marketing Officer and Manager
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*
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Roger
Nober
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Executive
Vice President Law and Secretary and Manager
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*
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Julie
A. Piggott
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Vice
President and Controller
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*By:
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/s/James
H. Gallegos
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By:
James H. Gallegos
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Title:
Attorney-in-Fact
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