<PAGE>
Filing under Rule 425
---------------------
Filer: Burlington Northern Santa Fe Corporation
Companies tht are the subject to the filing:
Canadian National Railway Company
North American Railways, Inc.
Registration Statement No. 333-94397
[CN LOGO APPEARS HERE] [BNSF LOGO APPEARS HERE]
FOR IMMEDIATE RELEASE
MORE THAN 200 SHIPPERS URGE U.S. REGULATORY AGENCY
TO REVIEW CN/BNSF COMBINATION ON ITS MERITS
MONTREAL and FORT WORTH, Texas, March 9, 2000 Canadian National Railway Company
(TSE: CNR; NYSE: CNI) ("CNI") and Burlington Northern Santa Fe Corporation
(NYSE: BNI) ("BNI") today thanked more than 200 of their customers who have
written the United States Surface Transportation Board (STB) urging the agency
to give the CN/BNSF combination a fair, prompt hearing.
CN President and Chief Executive Officer Paul M. Tellier and BNSF Chairman and
Chief Executive Officer Robert D. Krebs said: "These customers believe our
combination should be judged on its merits. And they want the STB to focus on
shippers' needs for consistent rail service - not the self-interests of
competing railroads that want to delay the transaction.
"We agree with these customers. We want the opportunity to demonstrate the
significant public benefits of our combination in a control application filing
with the STB later this month. CN and BNSF have the quality service, the proven
records of implementing past consolidations and the financial wherewithal to
make good on the benefits of our combination. In fact, we guarantee we'll
provide equal or better service over our networks after the combination takes
effect.
"We urge, and are ready to meet, more exacting public interest tests for rail
consolidations that put the customer first. That not irrational claims that our
combination will prompt other railroads to enter ill-conceived, shipper-damaging
rail transactions must be the central focus of the STB in assessing the rail
industry's future and our transaction in particular."
Krebs and Tellier said any delay of the CN/BNSF combination would frustrate the
public interest and undermine the rail industry's fortunes. "Delaying our
transaction will deny rail customers and the rail industry the benefits of
better service and greater competition. Delaying it will cast a pall of
uncertainty over the rail industry's future structure, an uncertainty that will
harm railroads, their customers, investors and employees."
- more -
<PAGE>
-2-
The letters, submitted to the STB in connection with its hearings on recent rail
consolidations and the present and future structure of the North American rail
industry this week, were written by CN and BNSF customers from diverse
industries and geographic locations across North America. Some excerpts follow:
"In our view the Board should follow its normal course of action and accept the
[CN/BNSF] application and consider the application to combine these two
railroads on the records which these carriers established, rather than in light
of difficulties that other railroads have experienced...Given the guarantees
that BNSF and CN are committing to, we think that the Board should give them the
opportunity without any delay to try to make their case at the Board." - One of
the largest commercial printers in North America
"It is our strong opinion that the BNSF/CN combination would result in a more
efficient service as two strong railroads will be joined, which would create new
opportunities for back-haul movements as well as better utilization of
equipment." - Illinois-based manufacturer of steel pipe and tubing
"I strongly support this application as the combined company will create a rail
network that offers significant opportunities for service improvements and
efficiencies." - New York-based grain and feed ingredients company
"We are in support of the transaction that will allow CN and BNSF to merge. The
merger will be beneficial in three ways: 1) more and new single-line service
capabilities; 2) more direct and efficient routings to reduce transportation
times and cost; 3) create a more competitive industry." - Indiana-based ferrous
and non-ferrous metal recycling business
"We experienced the merger of the Burlington Northern with the Santa Fe and more
recently the merger of Canadian National with Illinois Central. Both mergers
proceeded smoothly with little or no service problems or disruptions." - U.S.
paper and packaging products manufacturer.
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.
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
- more -
<PAGE>
-3-
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 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.
# # #
CN contact: BNSF contact:
Mark Hallman Dick Russack
(416) 217-6390 (817) 352-6425
- more -
