Schedule 13G

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ELXfwnWTtzjWLlHJavTjIJ4xyjBXMvlcx2NkimDs3NhAlLFNgQ/TmwHzDQwpnHNw JfoOVJ7VVmhebS1dI616uw== 0001193125-07-108155.txt : 20070509 0001193125-07-108155.hdr.sgml : 20070509 20070509155422 ACCESSION NUMBER: 0001193125-07-108155 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070509 DATE AS OF CHANGE: 20070509 GROUP MEMBERS: COLUMBIA INSURANCE COMPANY GROUP MEMBERS: NATIONAL FIRE & MARINE INSURANCE COMPANY GROUP MEMBERS: NATIONAL INDEMNITY COMPANY GROUP MEMBERS: OBH, INC GROUP MEMBERS: WARREN E. BUFFETT SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BURLINGTON NORTHERN SANTA FE CORP CENTRAL INDEX KEY: 0000934612 STANDARD INDUSTRIAL CLASSIFICATION: RAILROADS, LINE-HAUL OPERATING [4011] IRS NUMBER: 411804964 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-44429 FILM NUMBER: 07832432 BUSINESS ADDRESS: STREET 1: 2650 LOU MENK DR CITY: FT WORTH STATE: TX ZIP: 76131-2830 BUSINESS PHONE: 8007952673 MAIL ADDRESS: STREET 1: 2650 LOU MENK DRIVE CITY: FORT WORTH STATE: TX ZIP: 76131-2830 FORMER COMPANY: FORMER CONFORMED NAME: BURLINGTON NORTHERN SANTE FE CORP DATE OF NAME CHANGE: 19950913 FORMER COMPANY: FORMER CONFORMED NAME: BNSF CORP DATE OF NAME CHANGE: 19941223 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BERKSHIRE HATHAWAY INC CENTRAL INDEX KEY: 0001067983 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 470813844 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1440 KIEWIT PLZ CITY: OMAHA STATE: NE ZIP: 68131 BUSINESS PHONE: 4023461400 MAIL ADDRESS: STREET 1: 1440 KIEWIT PLAZA CITY: OMAHA STATE: NE ZIP: 68131 FORMER COMPANY: FORMER CONFORMED NAME: NBH INC DATE OF NAME CHANGE: 19980810 SC 13G 1 dsc13g.htm SCHEDULE 13G Schedule 13G

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. )*

BURLINGTON NORTHERN SANTA FE CORPORATION

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

12189T 10 4

(CUSIP Number)

April 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
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a) x
		(b) ¨
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

		39,027,430 shares of Common Stock
		7 SOLE DISPOSITIVE POWER

		NONE
		8 SHARED DISPOSITIVE POWER

		39,027,430 shares of Common Stock


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	39,027,430 shares of Common Stock
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

	11.0%
12	TYPE OF REPORTING PERSON*

	IN


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.
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

		39,027,430 shares of Common Stock
		7 SOLE DISPOSITIVE POWER

		NONE
		8 SHARED DISPOSITIVE POWER

		39,027,430 shares of Common Stock


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	39,027,430 shares of Common Stock
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

	11.0%
12	TYPE OF REPORTING PERSON*

	HC, CO


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

		39,027,430 shares of Common Stock
		7 SOLE DISPOSITIVE POWER

		NONE
		8 SHARED DISPOSITIVE POWER

		39,027,430 shares of Common Stock


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	39,027,430 shares of Common Stock
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

	11.0%
12	TYPE OF REPORTING PERSON*

	HC, CO


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
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

		14,404,930 shares of Common Stock
		7 SOLE DISPOSITIVE POWER

		NONE
		8 SHARED DISPOSITIVE POWER

		14,404,930 shares of Common Stock


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	14,404,930 shares of Common Stock
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

	4.0%
12	TYPE OF REPORTING PERSON*

	IC, CO


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
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

		1,322,100 shares of Common Stock
		7 SOLE DISPOSITIVE POWER

		NONE
		8 SHARED DISPOSITIVE POWER

		1,322,100 shares of Common Stock


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,322,100 shares of Common Stock
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

	0.4%
12	TYPE OF REPORTING PERSON*

	IC, CO


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

		23,300,400 shares of Common Stock
		7 SOLE DISPOSITIVE POWER

		NONE
		8 SHARED DISPOSITIVE POWER

		23,300,400 shares of Common Stock


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	23,300,400 shares of Common Stock
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

	6.5%
12	TYPE OF REPORTING PERSON*

	IC, CO

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.

(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.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable.

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.

Item 9. Notice of Dissolution of Group.

Not Applicable.

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 9^th day of May, 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: May 9, 2007		/s/ Warren E. Buffett
		Warren E. Buffett

		Berkshire Hathaway Inc.

Dated: May 9, 2007		/s/ Warren E. Buffett
		By: Warren E. Buffett
		Title: Chairman of the Board

		OBH, Inc.

Dated: May 9, 2007		/s/ Warren E. Buffett
		By: Warren E. Buffett
		Title: Chairman of the Board

		National Indemnity Company

Dated: May 9, 2007		/s/ Marc D. Hamburg
		By: Marc D. Hamburg
		Title: Chairman of the Board

		National Fire & Marine Insurance Company

Dated: May 9, 2007		/s/ Marc D. Hamburg
		By: Marc D. Hamburg
		Title: Chairman of the Board

		Columbia Insurance Company

Dated: May 9, 2007		/s/ Marc D. Hamburg
		By: Marc D. Hamburg
		Title: Chairman of the Board

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