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
The following communications contain forward-looking statements within the
meaning of the Safe Harbor Provisions of the Private Securities Litigation
Reform Act of 1995. References made in the following, in particular, statements
regarding the proposed combination of Canadian National and Burlington Northern
Santa Fe, are based on management's current expectations or beliefs and are
subject to a number of factors and uncertainties that could cause actual results
to differ materially from those described in the forward-looking statements. In
particular, the following factors, among others, could cause actual results to
differ materially from those described in the forward-looking statements:
inability to obtain, or meet conditions imposed for, court and governmental
approvals for the combination; failure of the Canadian National or Burlington
Northern Santa Fe stockholders to approve the merger; the risk that the Canadian
National or Burlington Northern Santa Fe businesses will not be coordinated
successfully; .
For a detailed discussion of these and other cautionary statements, please refer
to our filings with the Securities and Exchange Commission, especially the
sections titled "Cautionary Statement Concerning Forward-Looking Statements" and
"Risk Factors" of our Form F-4 filed on January 11, 2000.
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EXHIBIT INDEX
Number Description
- ------ -----------
Exhibit 99.1 Press Release
HERE FOLLOWS A PRESS RELEASE ISSUED BY CANADIAN NATIONAL IN ASSOCIATION WITH
ITS PROPOSED COMBINATION WITH BURLINGTON NORTHERN SANTA FE:
Investors are urged to read the joint proxy statement/ circular/
prospectus related to the combination filed with the Securities
and Exchange Commission on Form F-4, together with any amendments
to it, because it contains important information. Investors can
obtain this and any other documents filed with the Securities and
Exchange Commission without charge at the internet web site of
the Securities and Exchange Commission (http://www.sec.gov). In
addition, any documents incorporated by Canadian National by
reference in the joint proxy statement/ circular/prospectus are
available without charge from Canadian National, as described on
p.3 of the joint proxy statement/ circular/ prospectus.
Canadian National Logo Burlington Northern Santa Fe Railway Logo
FOR IMMEDIATE RELEASE
CN AND BNSF PROPOSE 365-DAY SCHEDULE
FOR U.S. REGULATORY REVIEW OF RAILROAD COMBINATION
MONTREAL and FORT WORTH, Texas, Feb. 3, 2000 -- Canadian National Railway
Company (TSE: CNR; NYSE: CNI) ("CN") and Burlington Northern Santa Fe
Corporation (NYSE: BNI) ("BNSF") filed a petition today with the United States
Surface Transportation Board (STB) proposing a 365-day schedule for the agency's
review of their proposed business combination.
The two railroads will file as soon as practicable after March 20, 2000, a joint
application seeking STB approval of the rail combination.
Today's filing with the STB states that, "BNSF and CN have been talking to their
customers and understand their concerns about service and competitive issues.
BNSF and CN will be making proposals to resolve those issues in the near
future."
The proposed schedule - substantially longer than the schedules adopted for most
recent STB control proceedings - anticipates a full discussion of all issues
relevant to the CN/BNSF transaction, including its cumulative and any potential
"crossover" effects on the North American rail industry.
BNSF and CN 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, serving eight Canadian provinces and 32
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 in areas subject to congestion; and improved asset
utilization.
-more-
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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.
This news release contains forward-looking statements regarding future events
and the future performance of CN, BNSF and the combined company that involve
risks and uncertainties that could cause actual results to differ materially.
Those risks and uncertainties include, but are not limited to, customer demand,
industry competition and regulatory developments, natural events such as severe
weather, floods and earthquakes, the effects of adverse economic conditions
affecting the Companies' shippers, changes in fuel prices, and the ultimate
outcome of shipper claims, environmental investigations or proceedings and other
types of claims and litigations. We refer you to the documents that CN, BNSF and
the combined company file from time to time with the United States Securities
and Exchange Commission, such as a registration statement related to securities
to be issued in connection with the proposed business combination, as well as
the Companies' Form 10-K, Form 40-F, Form 10-Q, Form 8-K and Form 6-K reports,
which contain additional important factors that could cause their results to
differ from their current expectations and the forward-looking statements
contained in this news release.
North American Railways, Inc., and CN have filed a registration statement on
Form F-4/S-4 with the 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 BNSF, CN 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 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. 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.
# # #
Contact for CN: Contact for BNSF:
Mark Hallman Richard Russack
(416) 217-6390 (817) 352-6425
