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1

Major is defined in section 1111.2(a). Significant is defined in section 1111.2(b). Minor is defined in section 1111.2(c). Exemption is defined in section 1111.2(d). "All" includes major, significant, and minor.

366 I.C.C.

EC

INTERSTATE COMMERCE COMMISSION

Finance Docket No. 28583 (Sub-No. 1)

SERVICE DAT JUN'S 1981

BURLINGTON NORTHERN, INC.-CONTROL AND MERGER-ST. LOUIS-
SAN FRANCISCO RAILWAY COMPANY

Finance Docket No. 21478

GREAT NORTHERN PACIFIC & BURLINGTON LINES, INC.-MERGER,
ETC. GREAT NORTHERN RAILWAY COMPANY, ET AL.

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We have received three petitions relating to the expected formation by Burlington Northern, Inc (5N of a holding company and BN's reply to one of them. For reason's discussed below, we shall deny all three: the petition filed by the General Committees of Adjustments, Burlington Northern, Inc. (GCA); the petition filed by the Montana State Legislative Committee of the Brotherhood of Railway & Airline Clerks (BRAC); and the petition filed by the State of Minnesota (Minnesota).

BACKGROUND

BN is a railroad which owns a number of transportation and non-transportation companies and assets. It plans to create a holding company to own it.

BN believes that a holding company will facilitate the development of its transportation, natural resources, and other non-transportation businesses. Since the securities issuances of the noncarrier holding company would not be subject to our regulation, BN believes it would have greater flexibility to finance non-transportation

business activities, to expand through acquisition of new businesses, and to develop natural resources owned by it or its subsidiaries. BN has also indicated that it is likely some of its natural resources and non-railroad properties could be transferred to the holding company or a subsidiary of the holding company. BN indicate that transfers of some of its natural resource properties may be limited by certain mortgages.

On.

BN has created the Burlington Northern Holding Company (Holding Company) and its wholly owned subsidiary, Burlington Northern Transportation Company (BNTCO). April 2, 1981, BN and BNTCO entered into an agreement whereby BNTCO would be merged into BN. The outstanding common and preferred stock of BN would then be exchanged for common and preferred stock of the Holding Company. The stockholders of BN would then become the stockholders of Holding Company. The name of BN would be changed to Burlington Northern Railroad Company and the name of Holding Company would be changed to Burlington Northern Inc. BN's stockholders approved the holding company proposal at their annual meeting on May 14, 1981.

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