UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(a)
(Amendment No. 1)*
BURLINGTON NORTHERN SANTA FE CORPORATION
| (Name of Issuer) |
COMMON STOCK, PAR VALUE $0.01 PER SHARE
| (Title of Class of Securities) |
12189T104
| (CUSIP Number) |
MARC D. HAMBURG
BERKSHIRE HATHAWAY INC.
1440 KIEWIT PLAZA
OMAHA, NEBRASKA 68131
(402) 346-1400
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
January 20, 2009
| (Date of Event which Requires Filing of this Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
| * | 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 (“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).
SCHEDULE 13D
| CUSIP No. 12189T104 | PAGE 2 OF 7 PAGES |
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Warren E. Buffett |
|||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨ |
|||
| 3. | SEC Use Only
|
|||
| 4. | Source of Funds (See Instructions)
AF |
|||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
|||
| 6. | Citizenship or Place of Organization
U.S. citizen |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. Sole Voting Power
0 (see Item 5) | |
| 8. Shared Voting Power
74,452,029 (see Item 5) | ||
| 9. Sole Dispositive Power
0 (see Item 5) | ||
| 10. Shared Dispositive Power
74,452,029 (see Item 5) |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
74,452,029 (see Item 5) |
|||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
|||
| 13. | Percent of Class Represented by Amount in Row (11)
21.95% (see Item 5) |
|||
| 14. | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
| CUSIP No. 12189T104 | PAGE 3 OF 7 PAGES |
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Berkshire Hathaway Inc. |
|||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨ |
|||
| 3. | SEC Use Only
|
|||
| 4. | Source of Funds (See Instructions)
AF |
|||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
|||
| 6. | Citizenship or Place of Organization
Delaware corporation |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. Sole Voting Power
0 | |
| 8. Shared Voting Power
74,452,029 (see Item 5) | ||
| 9. Sole Dispositive Power
0 | ||
| 10. Shared Dispositive Power
74,452,029 (see Item 5) |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
74,452,029 (see Item 5) |
|||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
|||
| 13. | Percent of Class Represented by Amount in Row (11)
21.95% (see Item 5) |
|||
| 14. | Type of Reporting Person (See Instructions)
HC, CO |
SCHEDULE 13D
| CUSIP No. 12189T104 | PAGE 4 OF 7 PAGES |
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
OBH, Inc. |
|||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨ |
|||
| 3. | SEC Use Only
|
|||
| 4. | Source of Funds (See Instructions)
AF |
|||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
|||
| 6. | Citizenship or Place of Organization
Delaware corporation |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. Sole Voting Power
0 | |
| 8. Shared Voting Power
74,452,029 (see Item 5) | ||
| 9. Sole Dispositive Power
0 | ||
| 10. Shared Dispositive Power
74,452,029 (see Item 5) |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
74,452,029 (see Item 5) |
|||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
|||
| 13. | Percent of Class Represented by Amount in Row (11)
21.95% (see Item 5) |
|||
| 14. | Type of Reporting Person (See Instructions)
HC, CO |
SCHEDULE 13D
| CUSIP No. 12189T104 | PAGE 5 OF 7 PAGES |
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
National Indemnity Company |
|||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨ |
|||
| 3. | SEC Use Only
|
|||
| 4. | Source of Funds (See Instructions)
OO |
|||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
|||
| 6. | Citizenship or Place of Organization
Nebraska corporation |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. Sole Voting Power
0 | |
| 8. Shared Voting Power
74,452,029 (see Item 5) | ||
| 9. Sole Dispositive Power
0 | ||
| 10. Shared Dispositive Power
74,452,029 (see Item 5) |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
74,452,029 (see Item 5) |
|||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
|||
| 13. | Percent of Class Represented by Amount in Row (11)
21.95% (see Item 5) |
|||
| 14. | Type of Reporting Person (See Instructions)
IC, CO |
| CUSIP NO. 12189T104 | SCHEDULE 13D | PAGE 6 OF 7 PAGES |
This Amendment No. 1 to Schedule 13D is filed solely to report the acquisition by National Indemnity Company (“NICO”) of additional shares of Common Stock, par value $0.01 per share (“Common Stock”), of Burlington Northern Santa Fe Corporation (“BNI”).
Item 3 of this Schedule 13D is hereby amended and restated to read as follows:
| Item 3. | Source and Amount of Funds or Other Consideration. |
The shares of Common Stock owned by NICO (the “Shares”) were acquired in either open market or private purchases, using internally generated funds of NICO, for an aggregate purchase price of $5,691,859,048. No other funds or consideration were borrowed or obtained for purposes of acquiring the Shares.
| Item 5. | Interest in Securities of the Issuer |
Item 5(a) of this Schedule 13D is hereby amended and restated to read as follows:
(a) NICO is the holder of record of the Shares, which constitute 21.95% of BNI’s outstanding Common Stock. Mr. Buffett may be deemed to control Berkshire, which controls NICO. Thus, both Mr. Buffett and Berkshire may be considered to have beneficial ownership of the Shares. OBH, a direct subsidiary of Berkshire and the direct parent company of NICO, also may be considered to have beneficial ownership of the Shares.
Charlotte Guyman, a director of Berkshire, beneficially owns 10,700 shares of BNI Common Stock, which represents less than 0.01% of BNI’s outstanding Common Stock.
Howard Buffett, a director of Berkshire, beneficially owns 15 shares of BNI Common Stock, which represents less than 0.01% of BNI’s outstanding Common Stock.
Item 5(c) is hereby amended to add the following:
(c) None of the Berkshire Entities or Mr. Buffett or, to their knowledge, any executive officer or director of the Berkshire Entities, has engaged in any transaction in any shares of BNI Common Stock since the filing of the Schedule 13D, except as follows:
| Purchaser/ Seller |
Trade Date | Amount of Shares | Price per Share | Where/How Effected | |||||
| NICO | 1/15/09 | 1,800,000 | $ | 62.1922 | Open market purchase | ||||
| NICO | 1/16/09 | 681,000 | $ | 63.4315 | Open market purchase | ||||
| NICO | 1/20/09 | 1,882,000 | $ | 61.6529 | Open market purchase | ||||
| Charlotte Guyman | 1/15/09 | 300 | $ | 61.8899 | Open market purchase | ||||
| Bill Gates | 12/3/08 | 100,000 | $ | 74.1014 | Open market sale | ||||
| Item 7. | Material to be Filed as Exhibits |
| Exhibit No. |
Description of Exhibit | |
| (1) | Joint Filing Agreement required by Rule 13d-1(k)(1) (as previously filed with the Schedule 13D) | |
| CUSIP NO. 12189T104 | SCHEDULE 13D | PAGE 7 OF 7 PAGES |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 1 to Statement on Schedule 13D is true, complete, and correct.
Dated: January 22, 2009
| WARREN E. BUFFETT | ||
| /S/ WARREN E. BUFFETT | ||
| BERKSHIRE HATHAWAY INC. | ||
| By: | /S/ MARC D. HAMBURG | |
| Name: |
Marc D. Hamburg | |
| Title: |
Senior Vice President | |
| OBH, Inc. | ||
| By: | /S/ MARC D. HAMBURG | |
| Name: | Marc D. Hamburg | |
| Title: | Vice President | |
| NATIONAL INDEMNITY COMPANY | ||
| By: | /S/ MARK MILLARD | |
| Name: | Mark Millard | |
| Title: | Assistant Secretary | |