As
filed with the Securities and Exchange Commission on February 12,
2010
File
No. 333-133434
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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27-1754839
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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)
_______________________
Burlington
Northern Santa Fe
1999
Stock Incentive 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 April 20, 2006, Burlington Northern
Santa Fe Corporation (the “
Company
”) filed with
the Securities and Exchange Commission a registration statement on Form S-8
(File No. 333-133434) (the “
Registration
Statement
”) with respect to 11,000,000 shares of the Company’s
common stock, par value $0.01 per share, registered for issuance under the
Burlington Northern Santa Fe 1999 Stock Incentive 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:
Signature
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Matthew
K. Rose
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President,
Chief Executive Officer (Principal Executive Officer) and
Manager
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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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Carl
R. Ice
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Executive
Vice President, Chief Operations Officer and Manager
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John
P. Lanigan, Jr.
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Executive
Vice President, Chief Marketing Officer and Manager
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Roger
Nober
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Executive
Vice President Law and Secretary and Manager
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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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