Burlington Northern Inc/DE – ‘8-K’ for 5/24/94 – EX-1

As of:  Tuesday, 5/24/94   ·   For:  5/24/94   ·   Accession #:  950109-94-896   ·   File #:  1-08159

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         3      8K 
 2: EX-1        Underwriters Agreement                                 5     14K 
 3: EX-4        Officers Certificate                                   8     32K 

EX-1   —   Underwriters Agreement

EX-1
1st Page of 5
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
                                                                May 17, 1994

BURLINGTON NORTHERN INC.                                                        
3800 Continental Plaza                                                          
777 Main Street                                                                 
Ft. Worth, Texas 76102                                                          

Dear Sirs:                                                                      

We (the "Managers") are acting on behalf of the underwriter or        
underwriters (including ourselves) named in the attached schedule (such         
underwriter or underwriters being herein called the "Underwriters") and we      
understand that Burlington Northern Inc., a Delaware corporation (the           
"Company"), proposes to issue and sell $150,000,000 aggregate principal amount  
of the Company's 7.40% Notes Due May 15, 1999 (the "Offered Securities")        
pursuant to the provisions of an Indenture dated as of February 14, 1992        
between the Company and The First National Bank of Chicago, as Trustee.         

Subject to the terms and conditions set forth or incorporated by      
reference herein, the Company agrees to sell and the Underwriters agree to      
purchase, severally and not jointly, the principal amount of Offered            
Securities set forth opposite their names in the attached schedule at a         
purchase price of 99.40% of the principal amount of Offered Securities plus     
accrued interest from May 15, 1994 to the Closing Date (as defined below).      

   The Underwriters shall pay for the Offered Securities by wire transfer in
same day Federal funds upon delivery thereof at the offices of Shearman &       
Sterling, 599 Lexington Avenue, New York, New York 10022 at 10:00 a.m. (New     
York time) on May 24, 1994, or at such other time, not later than 5:00 p.m.     
(New York time) on June 1, 1994, as shall be agreed upon between the Company    
and the Managers. The time and date of such payment and delivery are            
hereinafter referred to as the "Closing Date".                                  

 The Offered Securities shall have the terms set forth in the Prospectus
dated February 9, 1994, and the Prospectus Supplement dated May 17, 1994,       
including the following:                                                        

Maturity Date:   May 15, 1999                     
Interest Rate:   7.40%                            
Interest Payment Dates: May 15 and November 15    
Redemption Provisions:  None                      
Sinking Fund:    No provisions for sinking fund   

EX-1
2nd Page of 5
TOC
1st
Previous
Next
↓Bottom
Just 2nd
-2-   

  Form and Denomination:   A single Global Note in the aggregate
                      principal amount of $150,000,000
                            registered in the name of a nominee of
                  The Depository Trust Company
   Defeasance:              The defeasance and covenant defeasance
                                provisions of the Indenture are applicable
Stock Exchange Listing                                      
Requirement:        None                          
Initial Public Offering                                     
         Price:              100.000% of the principal amount of the
        Offered Securities
 Selling Concession:      .375% of the principal amount of the
        Offered Securities
Reallowance:             .25% of the principal amount of the
        Offered Securities
      Other Terms:             Settlement in immediately available funds

All of the provisions contained in the document entitled Burlington   
Northern Inc. Underwriting Agreement Provisions, dated February 14, 1992,       
receipt of a copy of which is acknowledged by all parties hereto, are herein    
incorporated by reference in their entirety and shall be deemed to be a part    
of this Underwriting Agreement to the same extent as if such provisions had     
been set forth in full herein (except that (i)) if any term defined in such     
document is otherwise defined herein, the definition set forth herein shall     
control and (ii) all references in such document to a type of security that is  
not an Offered Security shall not be deemed to be a part of this Underwriting   
Agreement).                                                                     

EX-1
3rd Page of 5
TOC
1st
Previous
Next
↓Bottom
Just 3rd
-3-   

   Please confirm your agreement by having an authorized officer sign a copy
of this Underwriting Agreement in the space set forth below.                    

Very truly yours,   

             MORGAN STANLEY & CO. INCORPORATED
              KIDDER, PEABODY & CO. INCORPORATED
SALOMON BROTHERS INC

                   By:   MORGAN STANLEY & CO. INCORPORATED
                       On behalf of themselves and the
                         several Underwriters named herein

                  By:   /s/ William H. White
                              --------------------------
                            Name:   William H. White
                          Title:  Vice President

Accepted:                                                                       

BURLINGTON NORTHERN INC.                                                        

By:                                                                             
---------------------------                                           
Name:                                                                 
Title:                                                                

EX-1
4th Page of 5
TOC
1st
Previous
Next
↓Bottom
Just 4th
-3-   

   Please confirm your agreement by having an authorized officer sign a copy
of this Underwriting Agreement in the space set forth below.                    

Very truly yours,   

             MORGAN STANLEY & CO. INCORPORATED
              KIDDER, PEABODY & CO. INCORPORATED
SALOMON BROTHERS INC

                   By:   MORGAN STANLEY & CO. INCORPORATED
                       On behalf of themselves and the
                         several Underwriters named herein

By:     
                              --------------------------
         Name:
          Title:

Accepted:                                                                       

BURLINGTON NORTHERN INC.                                                        

By:  /s/ Robert F. McKenney                                                     
---------------------------                                           
Name:   Robert F. McKenney                                            
Title:  Sr. Vice President & Treasurer                                

EX-1
Last Page of 5
TOC
1st
Previous
Next
↓Bottom
Just 5th
SCHEDULE    

                                                                [Download Table]

                                             Principal Amount of
Name                                         Offered Securities 
----                                         -------------------
                                                                
Morgan Stanley & Co. Incorporated               $50,000,000     

Kidder, Peabody & Co. Incorporated              $50,000,000     

Salomon Brothers Inc                            $50,000,000     
                                                -----------     

      Total  ................................. $150,000,000     
                                               ============     

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		5/15/99		1					None on these Dates
		6/1/94		1
Filed on / For Period End:		5/24/94		1
		5/17/94		1
		5/15/94		1
		2/9/94		1
		2/14/92		1		2
									List all Filings