- Post-Effective Amendment to an S-8 filing (S-8 POS)

As filed with the Securities and Exchange Commission on February 12, 2010

File No. 033-62941

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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POST-EFFECTIVE AMENDMENT NO. 1 TO

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933  

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BURLINGTON NORTHERN SANTA FE, LLC

(Exact name of registrant as specified in its charter)

Delaware	27-1754839
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

2650 Lou Menk Drive

Fort Worth, Texas 76131-2830

[phone]

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

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Santa Fe Pacific

Retirement and Savings Plan

(Full title of the plan)

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Roger Nober

Burlington Northern Santa Fe, LLC

Executive Vice President Law and Secretary

2650 Lou Menk Drive

Fort Worth, Texas 76131

[phone]

(Name, address, including zip code, and telephone number, including area code, of agent for service)

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Copies to:

 

Robert E. Denham

Munger, Tolles & Olson LLP

355 South Grand Avenue

35th Floor

Los Angeles, California 90071

[phone]

_______________________

 

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.

	Large accelerated filer	[X]	Accelerated Filer	[  ]
	Non-accelerated filer	[  ] (Do not check if a smaller reporting company)	Smaller reporting company	[  ]

 

 

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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

 

 

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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.

 

BURLINGTON NORTHERN SANTA FE, LLC
/s/ James H. Gallegos
By: James H. Gallegos
Title: Vice President and Corporate General Counsel

 

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

 

*
Matthew K. Rose		President, Chief Executive Officer (Principal Executive Officer) and Manager
*
Thomas N. Hund		Executive Vice President, Chief Financial Officer (Principal Financial Officer) and Manager
*
Carl R. Ice		Executive Vice President, Chief Operations Officer and Manager
*
John P. Lanigan, Jr.		Executive Vice President, Chief Marketing Officer and Manager
*
Roger Nober		Executive Vice President Law and Secretary and Manager
*
Julie A. Piggott		Vice President and Controller
*By:

 

 

	/s/James H. Gallegos
	By: James H. Gallegos
	Title: Attorney-in-Fact