As filed with the Securities and Exchange Commission on July 17, 1998
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CANADIAN NATIONAL RAILWAY COMPANY
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C> <C>
Canada 4011 980018609
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
935 de La Gauchetiere St. West
Montreal, Quebec Canada H3B 2M9
(514) 399-5430
(Address of principal executive offices)
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OPTION ADJUSTMENT PROGRAM
(Full title of the plan)
JEAN PIERRE OUELLET
Canadian National Railway Company
935 de La Gauchetiere St. West
Montreal, Quebec, Canada H3B 2M9
(514) 399-2100
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (501) 881-6409
Copy to:
Winthrop B. Conrad, Jr. Esq.
David W. Ferguson, Esq.
Davis Polk & Wardwell
450 Lexington Avenue
New York, NY 10017
(212) 450-4000
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CALCULATION OF REGISTRATION FEE
==============================================================================================================================
Proposed
Maximum Proposed Maximum Amount of
Amount to be Offering Price Per Aggregate Offering Registration Fee
Title of Securities to be Registered Registered Share (2) Price (3) (4)
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Canadian National Railway Company(1) 1,508,933 $61.12 $68,196,613.00 $20,118.00
Common Stock (without par)
==============================================================================================================================
- -----------
(1) Shares to be issued upon the exercise of options (the "Options") held by
current and former employees and directors of Illinois Central
Corporation ("IC") and its subsidiaries, pursuant to the adjustment of
such Options in connection with the merger of a subsidiary of Canadian
National Railway Company with and into IC.
(2) The maximum per share exercise price under the Options.
(3) The aggregate per share exercise price under all Options.
(4) Calculated based on the aggregate exercise price of all Options, in
accordance with Rule 457(h)(1) under the Securities Act of 1933, as
amended.
</TABLE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents previously filed with the Securities
and Exchange Commission (the "Commission") by Canadian National Railway
Company (the "Registrant") pursuant to the Securities Exchange Act of 1934, as
amended (the "1934 Act") are incorporated by reference herein:
(1) The Registrant's Annual Report on Form 40-F for the fiscal
year ended December 31, 1997 and the Registrant's Quarterly Report on Form 6-K
for the fiscal quarter ended March 31, 1998.
(2) All documents subsequently filed with the Commission by
the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act
prior to the filing of a post-effective amendment (i) which indicates that
all securities offered herein have been sold or (ii) which deregisters all
securities then remaining unsold.
(3) The description of the Registrant's common stock, without
par ("Common Stock" or "Shares") contained in the Registrant's Registration
Statement on Form F-1/A as filed with the Commission on May 5, 1998, under the
Securities Act of 1933, as amended (the "1933 Act'), including any amendment
thereto or report filed for the purpose of updating such description.
Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes hereof or of the related prospectus to the extent
that a statement contained herein or in any other subsequently filed document
which is also incorporated or deemed to be incorporated herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Registration Statement.
Item 4. DESCRIPTION OF SECURITIES
Not applicable, see Item 3(3) above.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Jean Pierre Ouellet, Chief Legal Officer and Secretary of the
Registrant will provide an opinion of counsel as to the validity of the shares
to be registered under this Registration Statement. As of the date hereof Mr.
Ouellet beneficially owns 180 shares and holds employee options to purchase
17,500 additional shares.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 124 of the Canada Business Corporations Act ("CBCA")
provides that a corporation may indemnify its directors and officers. Section
VII of Registrant's By-Law No. 1 provides for the indemnification of directors
and officers of Registrant. Under these provisions, Registrant shall
indemnify a director or officer of Registrant, a former director or officer of
Registrant or a person who acts or acted at Registrant's request as a director
or officer of a body corporate or other enterprise of which Registrant is or
was a shareholder or creditor and his heirs and legal representatives, against
all costs, charges and expenses, including amounts paid to settle any
threatened, pending or completed action or satisfy a judgement, reasonably
incurred by such person in respect of any civil, criminal or administrative
action, investigation or proceeding (other than in respect of an action by or
on behalf of Registrant to procure a judgment in its favor) to which such
person is made a party by reason of his position with Registrant or such body
corporate or other enterprise, if he fulfills the following two conditions:
(a) he acted honestly and in good faith with a view to the best interests of
Registrant; and (b) in the case of a criminal or administrative action or
proceeding that is enforced by a monetary penalty, he had reasonable grounds
for believing that his conduct was lawful. In respect of an action by or on
behalf of Registrant to procure a judgment in its favor, Registrant, with the
approval of a court (which Registrant has undertaken to exercise all
reasonable efforts to obtain, or assist in obtaining), shall indemnify a
director or officer of Registrant (or a former director or officer) against
all costs, charges and expenses reasonably incurred by him in connection with
such action if he fulfills the conditions set out in clauses (a) and (b) of
the previous sentence.
Registrant maintains directors' and officers' liability
insurance with an aggregate policy limit of Cdn. $175 million subject to a
deductible of Cdn. $1 million per loss for indemnifiable claims for wrongful
acts by insured persons.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
Item 8. EXHIBITS
4.01 Amended and Restated Certificate of Incorporation of the
Registrant. (Incorporated herein by reference to
Exhibit 3.3 to the Registration Statement on Form F-1
(No. 33-96250) filed on October 5, 1995 ("Form F-1")).
4.02 Amended and Restated By-Laws of the Company.
(Incorporated herein by reference to Exhibit 3.3 to the
Form F-1).
5.01 Opinion of Jean Pierre Ouellet
23.01 Consent of KPMG and Raymond Chabot Grant Thornton
23.02 Consent of Jean Pierre Ouellet (included in Exhibit 5.01)
24.01 Power of attorney (included on the signature page of this
Registration Statement).
Item 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the 1933 Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in this Registration
Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the Registration Statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
1934 Act that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the 1933 Act,
each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and,
where applicable, each filing of an employee benefit plan's Annual Report
pursuant to Section 15(d) of the 1934 Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the 1933 Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Montreal, Canada, on July 17, 1998.
CANADIAN NATIONAL RAILWAY COMPANY
(Registrant)
By: /s/ Paul M. Tellier
-------------------------------------
Name: Paul M. Tellier
Title: President, Chief
Executive Officer,
and Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below, constitutes and appoints Paul M. Tellier and Jean Pierre Ouellet, and
each of them, our true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, to do any and all acts and things
and execute, in the name of the undersigned, any and all instruments which
said attorneys-in-fact and agents may deem necessary or advisable in order to
enable Canadian National Railway Company to comply with the Securities Act of
1933 and any requirements of the Securities and Exchange Commission in respect
thereof, in connection with the filing with the Securities and Exchange
Commission of the Registration Statement on Form S-8 under the Securities Act
of 1933, including specifically but without limitation, power and authority to
sign the name of the undersigned to such Registration Statement, and any
amendments to such Registration Statement (including post-effective
amendments), and to file the same with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange
Commission, to sign any and all applications, Registration Statements, notices
or other documents necessary or advisable to comply with applicable state
securities laws, and to file the same, together with other documents in
connection therewith with the appropriate state securities authorities,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and to perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully and to all intents
and purposes as the undersigned might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, and any of them, or
their substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
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Signature Title Date
- ---------------------------- --------------------------------- -----------
<S> <C> <C>
/s/ Paul M. Tellier President, Chief Executive
- ---------------------------- Officer and Director (Principal)
Paul M. Tellier Executive Officer) July 17, 1998
/s/ Michael J. Sabia Executive Vice-President and
- ---------------------------- Chief Financial Officer
Michael J. Sabia (Principal Financial Office) July 17, 1998
Chairman of the
- ---------------------------- Board July __, 1998
David G. A. McLean
/s/ Jean Pierre Ouellet Chief Legal Officer and
- ---------------------------- Corporate Secretary July 17, 1998
Jean Pierre Ouellet
/s/ J. V. Raymond Cyr
- ---------------------------- Director July 17, 1998
J. V. Raymond Cyr
- ---------------------------- Director July __, 1998
V. Maureen Kempston Darkes
/s/ Michael R. Armellino
- ---------------------------- Director July 17, 1998
Michael R. Armellino
/s/ Richard H. Kroft
- ---------------------------- Director July 17, 1998
Richard H. Kroft
/s/ Denis Losier
- ---------------------------- Director July 14, 1998
Denis Losier
/s/ Purdy Crawford
- ---------------------------- Director July 17, 1998
Purdy Crawford
/s/ Robert Pace
- ---------------------------- Director July 17, 1998
Robert Pace
/s/ Cedric E. Ritchie
- ---------------------------- Director July 17, 1998
Cedric E. Ritchie
- ---------------------------- Director July __, 1998
Edward C. Lumley
/s/ James K. Gray
- ---------------------------- Director July 14, 1998
James K. Gray
/s/ Edward P. Neufeld
- ---------------------------- Director July 17, 1998
Edward P. Neufeld
/s/ Gilbert H. Lamphere
- ---------------------------- Director July 17, 1998
Gilbert H. Lamphere
/s/ Alexander P. Lynch
- ---------------------------- Director July 17, 1998
Alexander P. Lynch
- ---------------------------- Authorized U.S. Representative July __, 1998
John E. Fenton
/s/ Jean Pierre Ouellet
- ---------------------------- Attorney-in-Fact July 17, 1998
Jean Pierre Ouellet
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EXHIBIT 5.1
Montreal, July 13, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
I, Jean Pierre Ouellet, Chief Legal Officer and Corporate
Secretary of Canadian National Railway Company, a Canadian corporation (the
"Company"), have acted as counsel to the Company in connection with the
Company's Registration Statement on Form S-8 (the "Registration Statement")
filed with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended (the "Act"), for the registration of
1,508,933 shares of the Company's Common Stock, without par value (the
"Shares").
I have examined originals or copies, certified or otherwise
identified to my satisfaction, of such documents, corporate records,
certificates of public officials and other instruments as I have deemed
necessary for the purposes of rendering this opinion.
On the basis of the foregoing and assuming the due execution
and delivery of certificates representing the Shares, I am of the opinion that
the Shares have been duly authorized and, when issued and delivered against
payment, will be validly issued, fully paid and non-assessable.
I am a member of the Bar of the Province of Quebec and the
foregoing opinion is limited to the laws of the Province of Quebec and the
laws of Canada applicable therein. As to all matters governed by or relating
to laws other than the laws of the Province of Quebec and the laws of Canada
applicable therein, I do not express any opinion.
I hereby consent to the filing of this opinion as an exhibit to
the Registration Statement.
This opinion is rendered solely to you in connection with the
above matter. This opinion may not be relied upon by you for any other
purpose or relied upon by or furnished to any other person without my prior
written consent.
Very truly yours,
/s/ Jean Pierre Ouellet
------------------------
Jean Pierre Ouellet
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in the Registration
Statement (Form S-8) of Canadian National Railway Company pertaining to its
Option Adjustment Program of our report, dated January 20, 1998 (February 13,
1998 as to Note 22) with respect to the consolidated balance sheets as at
December 31, 1997 and 1996 and the consolidated statements of income,
shareholders' equity and changes in financial position for each of the years in
the three-year period ended December 31, 1997 of Canadian National Railway
Company included by reference in its Annual Report (Form 40-F) for the year
ended December 31, 1997, filed with the Securities and Exchange Commission.
KPMG Raymond Chabot Grant Thornton
Chartered Accountants Chartered Accountants
(for the year ended December 31, 1995)
Montreal, Canada
July 13, 1998
