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Filing under Rule 425
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Filer: Burlington Northern Santa Fe Corporation
Companies that are the subject of the filing:
Canadian National Railway Company
North American Railways, Inc.
Registration Statement No. 333-94397
[CN LOGO] [BLE LOGO] [BNSF LOGO]
FOR IMMEDIATE RELEASE
BROTHERHOOD OF LOCOMOTIVE ENGINEERS FIRST RAIL UNION
TO VOICE SUPPORT FOR CN/BNSF COMBINATION
MONTREAL, CLEVELAND and FORT WORTH, Texas, March 6, 2000 The Brotherhood of
Locomotive Engineers (BLE), Canadian National Railway Company (TSE: CNR; NYSE:
CNI) ("CNI") and Burlington Northern Santa Fe Corporation (NYSE: BNI) ("BNSF")
said today the BLE has agreed to support the CN/BNSF combination.
BLE International President Edward Dubroski said: "The BLE is supporting the
CN/BNSF combination after obtaining important job-protection commitments from
the railroads that will ensure the interests of BLE members are well served
after the combination is effective. Our decision shows that good-faith
bargaining can advance the objectives of management and labor."
CN and BNSF will file as soon as practicable after March 20 a common control
application with the United States Surface Transportation Board; they recently
proposed a 365-day schedule for the agency's review of the combination.
BNSF Chairman and Chief Executive Officer Robert D. Krebs and CN President and
Chief Executive Officer Paul M. Tellier said: "The BLE is the first major North
American rail union to lend its support to the CN/BNSF combination. We hope to
secure similar agreements with other unions in the near future.
"As we have said from the beginning, we believe this end-to-end and
predominantly north-south combination will be good for employees, shareholders,
shippers and transportation competition. It's about better rail service for
customers and the opportunity to increase market share and to create additional
jobs from revenue growth," Krebs and Tellier said.
The BLE represents 7,000 BNSF locomotive engineers and 2,600 train service and
rail traffic control employees at CN in the United States and Canada.
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CN and BNSF have made a series of commitments to the BLE. The principal ones
are:
. No major downsizing of the engineer and Canadian traffic controller
work force will occur in the United States or Canada as a result of
the combination. Whenever possible, any such positions will be
eliminated through attrition;
. The railroads will extend to at least 10 years standard rail industry
employee protection benefits to BLE members whose positions cannot be
eliminated through attrition. If BLE members are adversely affected
by traffic diversions, abandonments or other major change with
respect to rail lines, facilities or operations, they will
automatically qualify for these standard benefits;
. The carriers agree to preserve existing bargaining agreements to the
extent possible, consistent with implementation of the transaction.
Any changes necessary to implement the transaction will be made
through collective bargaining, or a final dispute resolution
mechanism to be agreed to by the parties, and BNSF and CN expressly
forego any rights they may have to "cram down" changes in collective
bargaining agreements under U.S. law;
. No BLE jobs will be transferred between Canada and the United States.
CN and BNSF announced their proposed combination through a new company,
North American Railways, Inc. on Dec. 20, 1999. The combination will
create a rail system stretching 50,000 miles, linking eight Canadian
provinces and 33 states in the western and central United States, and
employing 67,000 people. The combined system will offer North American
rail shippers greatly expanded single-line service options and gateway
choices; a coordinated marketing plan; reduced transit times; enhanced
reliability; unified customer service information, including easier
tracking, tracing and ordering; simplified billing; greater capacity;
and improved asset utilization.
Through its subsidiary, The Burlington Northern and Santa Fe Railway
Company, BNSF, headquartered in Fort Worth, Texas, operates one of the
largest rail networks in North America, with 33,500 route miles of track
covering 28 states and two Canadian provinces.
Canadian National Railway Company spans Canada and mid-America, from the
Atlantic and Pacific oceans to the Gulf of Mexico, serving the ports of
Vancouver, Prince Rupert, B.C., Montreal, Halifax, New Orleans, and
Mobile, Ala., and the key cities of Toronto, Buffalo, Chicago, Detroit,
Memphis, St. Louis, and Jackson, Miss., with connections to all points
in North America.
The BLE represents 58,000 professional locomotive engineers in the
United States and Canada. Founded on May 8, 1863, the BLE is North
America's oldest labor organization.
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CN and North American Railways, Inc. have filed a registration statement on Form
F-4/S-4 with the United States Securities and Exchange Commission (SEC) in
connection with the securities to be issued in the combination. The registration
statement has not been declared effective. This filing also includes the
preliminary proxy statement for the shareholders' meetings to be held for
approval of the combination. Investors should read this document and other
documents filed with the SEC by CN, BNSF and North American Railways, Inc. about
the combination because they contain important information. These documents may
be obtained for free at the SEC's Web site, www.sec.gov. Other filings made by
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CN on Forms 40-F and 6-K may be obtained for free from the CN Corporate
Secretary's office at (514) 399-6569. Other filings made by BNSF on Forms 10-K,
10-Q and 8-K may be obtained for free from the BNSF Corporate Secretary's office
at (817) 352-6856. For information concerning participants in CN's solicitation
of proxies for approval of the combination, see "Certain Information Concerning
Participants" filed by CN under Rule 14a-12. For information concerning
participants in BNSF's solicitation of proxies for approval of the combination,
see "Certain Information Concerning Participants" filed by BNSF on Schedule 14A
under Rule 14a-12.
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CN contact: BNSF contact: BLE contact:
Mark Hallman Dick Russack John Bentley Jr.
(416) 217-6390 (817) 352-6425 (216) 241-2630
