SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 1)*
BURLINGTON NORTHERN SANTA FE CORPORATION
| (Name of Issuer) |
COMMON STOCK
| (Title of Class of Securities) |
12189T 10 4
| (CUSIP Number) |
September 30, 2007
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
x Rule 13d-1 (b)
¨ Rule 13d-1 (c)
¨ Rule 13d-1 (d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes.)
| CUSIP No. 12189T 10 4 | 13G | Page 2 of 12 Pages | ||||
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Warren E. Buffett |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨ |
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| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 SOLE VOTING POWER
NONE | |
| 6 SHARED VOTING POWER
60,828,818 shares of Common Stock (1) | ||
| 7 SOLE DISPOSITIVE POWER
NONE | ||
| 8 SHARED DISPOSITIVE POWER
60,828,818 shares of Common Stock (1) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
60,828,818 shares of Common Stock (1) |
|||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
Not Applicable. |
¨
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
17.2% |
|||
| 12 | TYPE OF REPORTING PERSON*
IN |
| (1) | Includes 7,847,818 shares of BNI Common Stock issuable upon exercise of call options, which were exercised on October 3, 2007. |
| CUSIP No. 12189T 10 4 | 13G | Page 3 of 12 Pages | ||||
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Berkshire Hathaway Inc. |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨ |
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| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 SOLE VOTING POWER
NONE | |
| 6 SHARED VOTING POWER
60,828,818 shares of Common Stock (1) | ||
| 7 SOLE DISPOSITIVE POWER
NONE | ||
| 8 SHARED DISPOSITIVE POWER
60,828,818 shares of Common Stock (1) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
60,828,818 shares of Common Stock (1) |
|||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
Not applicable. |
¨
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
17.2% |
|||
| 12 | TYPE OF REPORTING PERSON*
HC, CO |
| (1) | Includes 7,847,818 shares of BNI Common Stock issuable upon exercise of call options, which were exercised on October 3, 2007. |
| CUSIP No. 12189T 10 4 | 13G | Page 4 of 12 Pages | ||||
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
OBH, Inc. |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨ |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 SOLE VOTING POWER
NONE | |
| 6 SHARED VOTING POWER
60,828,818 shares of Common Stock (1) | ||
| 7 SOLE DISPOSITIVE POWER
NONE | ||
| 8 SHARED DISPOSITIVE POWER
60,828,818 shares of Common Stock (1) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
60,828,818 shares of Common Stock (1) |
|||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
Not applicable. |
¨
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
17.2% |
|||
| 12 | TYPE OF REPORTING PERSON*
HC, CO |
| (1) | Includes 7,847,818 shares of BNI Common Stock issuable upon exercise of call options, which were exercised on October 3, 2007. |
| CUSIP No. 12189T 10 4 | 13G | Page 5 of 12 Pages | ||||
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
National Indemnity Company |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨ |
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| 3 | SEC USE ONLY
|
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| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Nebraska |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 SOLE VOTING POWER
NONE | |
| 6 SHARED VOTING POWER
60,828,818 shares of Common Stock (1) (2) | ||
| 7 SOLE DISPOSITIVE POWER
NONE | ||
| 8 SHARED DISPOSITIVE POWER
60,828,818 shares of Common Stock (1) (2) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
60,828,818 shares of Common Stock (1) (2) |
|||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
Not applicable. |
¨
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
17.2% |
|||
| 12 | TYPE OF REPORTING PERSON*
IC, CO |
| (1) | Includes 7,847,818 shares of BNI Common Stock issuable upon exercise of call options, which were exercised on October 3, 2007. |
| (2) | National Fire & Marine Insurance Company and Columbia Insurance Company transferred all of their shares of BNI Common Stock to National Indemnity Company. |
| CUSIP No. 12189T 10 4 | 13G | Page 6 of 12 Pages | ||||
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
National Fire & Marine Insurance Company |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨ |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Nebraska |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 SOLE VOTING POWER
NONE | |
| 6 SHARED VOTING POWER
0 shares of Common Stock (2) | ||
| 7 SOLE DISPOSITIVE POWER
NONE | ||
| 8 SHARED DISPOSITIVE POWER
0 shares of Common Stock (2) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares of Common Stock (2) |
|||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
Not applicable. |
¨
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0% |
|||
| 12 | TYPE OF REPORTING PERSON*
IC, CO |
| (2) | National Fire & Marine Insurance Company and Columbia Insurance Company transferred all of their shares of BNI Common Stock to National Indemnity Company. |
| CUSIP No. 12189T 10 4 | 13G | Page 7 of 12 Pages | ||||
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Columbia Insurance Company |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨ |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Nebraska |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 SOLE VOTING POWER
NONE | |
| 6 SHARED VOTING POWER
0 shares of Common Stock (2) | ||
| 7 SOLE DISPOSITIVE POWER
NONE | ||
| 8 SHARED DISPOSITIVE POWER
0 shares of Common Stock (2) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares of Common Stock (2) |
|||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
Not applicable. |
¨
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0% |
|||
| 12 | TYPE OF REPORTING PERSON*
IC, CO |
| (2) | National Fire & Marine Insurance Company and Columbia Insurance Company transferred all of their shares of BNI Common Stock to National Indemnity Company. |
Page 8 of 12 Pages
SCHEDULE 13G
| Item 1. | (a) |
Name of Issuer | ||||||||||
| Burlington Northern Santa Fe Corporation | ||||||||||||
| (b) |
Address of Issuer’s Principal Executive Offices | |||||||||||
| 2650 Lou Menk Drive, Fort Worth, TX 76131 | ||||||||||||
| Item 2 | (a). |
Name of Person Filing: | ||||||||||
| Item 2 | (b). |
Address of Principal Business Office: | ||||||||||
| Item 2 | (c). |
Citizenship: | ||||||||||
| Warren E. Buffett 1440 Kiewit Plaza Omaha, Nebraska 68131 United States Citizen
Berkshire Hathaway Inc. 1440 Kiewit Plaza Omaha, Nebraska 68131 Delaware corporation
OBH, Inc. 1440 Kiewit Plaza Omaha, Nebraska 68131 Delaware corporation
National Indemnity Company 3024 Harney Street Omaha, Nebraska 68131 Nebraska corporation
National Fire & Marine Insurance Company 3024 Harney Street Omaha, Nebraska 68131 Nebraska corporation
Columbia Insurance Company 3024 Harney Street Omaha, Nebraska 68131 Nebraska corporation |
||||||||||||
| (d) | Title of Class of Securities | |||||||||||
| Common Stock | ||||||||||||
| (e) | CUSIP Number | |||||||||||
| 12189T 10 4 | ||||||||||||
| Item 3. |
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: | |||||||||||
| Warren E. Buffett (an individual who may be deemed to control Berkshire Hathaway Inc.), Berkshire Hathaway Inc. and OBH, Inc., are each a Parent Holding Company or Control Person, in accordance with Rule 13d-1(b)(1)(ii)(G).
National Indemnity Company, National Fire & Marine Insurance Company and Columbia Insurance Company are each an Insurance Company as defined in section 3(a)(19) of the Act. | ||||||||||||
Page 9 of 12 Pages
| Item 4. | Ownership | |||||||||
| (a) | Amount Beneficially Owned:
See the Cover Pages for each of the Reporting Persons. |
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| (b) | Percent of Class:
See the Cover Pages for each of the Reporting Persons. |
|||||||||
| (c) | Number of shares as to which such person has: | |||||||||
| (i) | sole power to vote or to direct the vote . | |||||||||
| (ii) | shared power to vote or to direct the vote . | |||||||||
| (iii) | sole power to dispose or to direct the disposition of . | |||||||||
| (iv) | shared power to dispose or to direct the disposition of . | |||||||||
| See the Cover Pages for each of the Reporting Persons. |
||||||||||
| Item 5. | Ownership of Five Percent or Less of a Class.
Not Applicable. |
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| Item 6. | Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable. |
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
See Exhibit A. | |||||||||
| Item 8. | Identification and Classification of Members of the Group.
Not Applicable. |
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| Item 9. | Notice of Dissolution of Group.
Not Applicable. |
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| Item 10. | Certification. | |||||||||
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. | ||||||||||
Page 10 of 12 Pages
SIGNATURES
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 this 5th day of October, 2007 | ||||
| /s/ Warren E. Buffett | ||||
| Warren E. Buffett | ||||
| BERKSHIRE HATHAWAY INC., and OBH, INC. | ||||
| By: | /s/ Warren E. Buffett | |||
| Warren E. Buffett | ||||
| Chairman of the Board of each of the above-named corporations | ||||
| NATIONAL INDEMNITY COMPANY, NATIONAL FIRE AND MARINE INSURANCE COMPANY AND COLUMBIA INSURANCE COMPANY. | ||||
| By: | /s/ Warren E. Buffett | |||
| Warren E. Buffett | ||||
| Attorney-in-Fact | ||||
SCHEDULE 13G
EXHIBIT A
RELEVANT SUBSIDIARIES AND MEMBERS OF FILING GROUP
PARENT HOLDING COMPANIES OR CONTROL PERSONS:
Warren E. Buffett (an individual who may be deemed to control Berkshire Hathaway Inc.)
Berkshire Hathaway Inc.
OBH, Inc.
INSURANCE COMPANIES AS DEFINED IN SECTION 3(a)(19) OF THE ACT:
National Indemnity Company
National Fire & Marine Insurance Company
Columbia Insurance Company
Note: No Common Stock of Burlington Northern is held directly by Berkshire Hathaway Inc. or OBH, Inc. Other than the indirect holdings of Berkshire Hathaway Inc., no Common Stock of Burlington Northern is held directly or indirectly by Warren E. Buffett, an individual who may be deemed to control Berkshire Hathaway Inc.
SCHEDULE 13G
EXHIBIT B
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)
The undersigned persons hereby agree that reports on Schedule 13G, and amendments thereto, with respect to the Common Stock of Burlington Northern Santa Fe Corporation may be filed in a single statement on behalf of each of such persons, and further, each of such persons designates Warren E. Buffett as its agent and Attorney-in-Fact for the purpose of executing any and all Schedule 13G filings required to be made by it with the Securities and Exchange Commission.
| Dated: October 5, 2007 | / S/ Warren E. Buffett | |||
| Warren E. Buffett | ||||
| Berkshire Hathaway Inc. | ||||
| Dated: October 5, 2007 | /S/ Warren E. Buffett | |||
| By: | Warren E. Buffett | |||
| Title: | Chairman of the Board | |||
| OBH, Inc. | ||||
| Dated: October 5, 2007 | /S/ Warren E. Buffett | |||
| By: | Warren E. Buffett | |||
| Title: | Chairman of the Board | |||
| National Indemnity Company | ||||
| Dated: October 5, 2007 | /S/ Marc D. Hamburg | |||
| By: | Marc D. Hamburg | |||
| Title: | Chairman of the Board | |||
| National Fire & Marine Insurance Company | ||||
| Dated: October 5, 2007 | /S/ Marc D. Hamburg | |||
| By: | Marc D. Hamburg | |||
| Title: | Chairman of the Board | |||
| Columbia Insurance Company | ||||
| Dated: October 5, 2007 | /S/ Marc D. Hamburg | |||
| By: | Marc D. Hamburg | |||
| Title: | Chairman of the Board | |||