SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
[ ] Definitive Proxy Statement Only (as permitted by Rule 14a-6(e)(2)
[ ] Definitive Additional Materials
[x] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Canadian National Railway Company
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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CERTAIN INFORMATION CONCERNING PARTICIPANTS
Canadian National Railway Company (CN) and certain other persons named
below may be deemed to be participants in the solicitation of proxies of CN
stockholders to approve the proposed combination between CN and Burlington
Northern Santa Fe Corporation (BNSF). The participants in this solicitation may
include the directors of CN: Michael R. Armellino, Purdy Crawford, J.V. Raymond
Cyr, James K. Gray, E. Hunter Harrison (also Executive Vice-President and
Chief Operating Officer of CN), V. Maureen Kempston Darkes, Richard H. Kroft,
Gilbert H. Lamphere, Denis Losier, Hon. Edward C. Lumley, Alexander P. Lynch,
David G.A. McLean (also Chairman of the Board of CN), Edward P. Neufeld, Robert
Pace, Cedric E. Ritchie, Paul M. Tellier (also President and Chief Executive
Officer of CN); the following executive officers of CN: William K. Berry
(Vice-President, Intermodal), Cliff L. Carson (Vice-President, Commercial
Development, Eastern Canada), John Dalzell (Vice-President, Risk Management),
Richard Dixon (Vice-President, Labour Relations), Robert F. Dolan (Senior Vice-
President, Corporate Services), David P. Edison (Vice-President, Pacific
Division), Sean Finn (Vice-President, Treasurer & Principal Tax Counsel), James
M. Foote (Senior Vice-President, Sales and Marketing), S. Ross Goldsworthy
(Vice-President, Grain & Fertilizers (Canada)), Fred R. Grigsby (Vice-President
and Chief Information Officer), Edmond L. Harris (Vice-President - Midwest
Division), Keith L. Heller (Senior Vice-President, Eastern Canada Division),
Stan Jablonski (Vice-President, Forest Products), Edward G. Kammerer
(Vice-President, Chemicals and Petroleum), Kimberly A. Madigan (Vice-President,
Human Resources, U.S. Operations), Peter C. Marshall (Vice-President, Prairie
Division), J. Paul Mathieson (Vice-President, Network Transportation), Jack T.
McBain (Senior Vice-President, Operations), Terry McManaman (Vice-President,
Gulf Division), Sandi J. Mielitz (Vice-President, Commercial Development,
Prairie Division), Claude Mongeau (Senior Vice-President and Chief Financial
Officer), Robert E. Noorigian (Vice-President, Investor Relations), Jean Pierre
Ouellet (Senior Vice-President, Chief Legal Officer and Corporate Secretary),
Serge Pharand (Vice-President and Corporate Comptroller), Jean-Jacques Ruest
(Vice-President, Chemicals and Petroleum), Myles L. Tobin (Vice-President, U.S.
Legal Affairs), David E. Todd (Vice-President, Government Affairs), Gordon T.
Trafton (Vice-President, Operations Integration), Thomas F. Utroska
(Vice-President, Transportation), Howard L. Vaughters (Vice-President, Sales
(Gulf)), Dennis E. Waller (Vice-President, Engineering/Mechanical), Jeffrey C.
Ward (Executive Vice-President, Strategic Planning), Torrance J. Wylie (Senior
Vice-President, Public Affairs) and the following employee of CN: Mark Wallace
(Manager, Investor Relations). As of the date of this filing, none of the
foregoing participants individually beneficially owns in excess of 1% of CN
common stock. For additional information concerning interests of certain of
these individuals in the proposed combination, see "Interests of Certain
Persons in the Combination" contained in the registration statement on Form
F4/S-4 filed by North American Railways, Inc. and CN with the Securities and
Exchange Commission in connection with the securities to be issued in the
combination, which also includes the preliminary proxy statement for the
shareholders meetings to be held for approval of the combination. The
registration statement has not been declared effective. This document may be
obtained for free at the SEC's web site, www.sec.gov.
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