Filed by Canadian National Railway Company
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Canadian National Railway Company
Commission File No. 333-94399
[GRAPHIC OMITTED- CN LOGO] News
North America's Railroad FOR IMMEDIATE RELEASE
Stock symbols: TSE: CNR / NYSE: CNI
www.cn.ca
Canadian National seeks judicial stay of U.S. Surface
Transportation Board's rail-merger moratorium
CN also petitions court to expedite judicial
review of moratorium decision
WASHINGTON, April 11, 2000 -- Canadian National Railway Company today filed a
motion with the United States Court of Appeals for the District of Columbia
Circuit to stay a 15-month moratorium on rail mergers.
A court-ordered stay would lift the moratorium, imposed by the United States
Surface Transportation Board (STB) in an unprecedented March 17 decision,
pending final judicial review of the agency's moratorium decision.
The moratorium has blocked CN and Burlington Northern Santa Fe Corporation
(BNSF) from filing a common control application with the STB, as they are
entitled to do under applicable law.
In a separate motion, CN petitioned the U.S. Court of Appeals for the District
of Columbia Circuit to expedite its judicial review of the STB's moratorium
decision.
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A judicial stay of the STB's decision is justified because:
o CN's petition for review of the decision presents serious and substantial
questions of law on which CN is likely to prevail, owing to the fact that
the STB's moratorium is unauthorized and directly contradicts the STB's
statutory duties;
o The moratorium will irreparably harm CN, its shippers and the public;
o The requested stay will impose no harms on other parties;
o No countervailing public interest offsets the harm that CN, its shippers
and the public will suffer if the stay is not granted.
Under its petition for expedited review, CN is requesting a court schedule that
will require the filing of its brief, and those of any supporting intervenors,
on or before the tenth day after the entry of an order expediting the case; the
filing of briefs by the STB and any supporting intervenors 15 days later; and
the filing of CN's reply brief five days later. Oral argument, if necessary,
would be held as soon as practicable thereafter.
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 route 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.
Comprehensive information about the CN/BNSF combination and the carriers'
service guarantees is available at a new Web site, WWW.CN-BNSFCOMBINATION.COM.
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.
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. This filing also
includes the proxy statement for the shareholders' meeting 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 Web site, www.sec.gov, or the Web site of the
Canadian Securities Administrators, www.sedar.com. Other filings made by CN on
forms 40-F and 6-K and CN's annual information form may be obtained for free
from the CN Corporate Secretary 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 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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Contact: Mark Hallman
System Director, Media Relations
(416) 217-6390
