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 documentation is included in the special website for the CN-BNSF
Combination at http://www.cn-bnsfcombination.com. Additional documentation in
this website has already been filed.
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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. 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 website, www.sec.gov, or the website 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.
This Website 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 and the Canadian Securities Administrators, such as a registration
statement related to securities to be used 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, annual information forms and material change
reports, which contain additional important factors that could cause their
results to differ from their current expectations and the forward-looking
statements contained on this Website.
(C) 2000, Canadian National Railway Company
Legal Terms and Conditions
<PAGE>
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Questions & Answers
1. What would be the grounds on which you will appeal?
2. What is the legal procedure? Do you have to go back to the STB
first?
3. What will you do with your control application? Can you file it
while disputing the agency's decision?
4. Will CN still hold its special meeting of shareholders?
5. Will CN still hold its annual shareholders' meeting on April 19 to
conduct other business?
6. What will you do if your lose the court challenge? Will you walk
away from the combination?
7. If you walk away, will the break-up fees apply?
8. Both stocks have seen an increase in recent days. Wasn't this an
indication that the market was anticipating the deal would be
killed?
9. Given that his strategic vision appears to be unattainable at least
for now, will Mr. Tellier resign?
10. If the combination does not go forward, will you consider an
alliance?
11. What are your options if the deal dies? A merger with CP?
12. Why have CN and BNSF put out separate releases?
13. What happens if you win in court?
Managing CN-BNSF
1. What would be the grounds on which you will appeal?
A. On the grounds that the STB does not have the legal authority to impose a
merger moratorium; and, even if it did, there is no justification for a
moratorium under section 721 of the ICC Termination Act.
2. What is the legal procedure? Do you have to go back to the STB first?
A. We have already initiated our action in the federal court of appeals for the
District of Columbia. We will go back to the STB to give it the chance to stay
its moratorium order pending the conclusion of judicial review. If the STB does
not, we will ask the federal court to stay the moratorium order.
What it means for Shareholders
3. What will you do with your control application? Can you file it while
disputing the agency's decision?
A. We are committed to the combination. We intend to file our
application as soon as it is legally permitted.
4. Will CN still hold its special meeting of shareholders?
A. We will hold our special meeting of shareholders to consider the proposed
combination with BNSF at an appropriate time following our legal challenge to
the STB decision.
5. Will CN still hold its annual shareholders' meeting on April 19 to
conduct other business?
A. Yes.
6. What will you do if your lose the court challenge? Will you walk away
from the combination?
A. We remain absolutely committed to our combination with BNSF - it's clearly
in the best interests of our customers. And we're confident in our legal
position to overturn the Board's decision. If at the end of the day, the
decision goes against us, CN and BNSF expect to review all feasible options
then.
7. If you walk away, will the break-up fees apply?
A. We do not expect to walk away. Of course, if CN and BNSF mutually
agree to call off the combination at any time, no break-up fees would be
paid. We don't plan to do that though.
8. Both stocks have seen an increase in recent days. Wasn't this an
indication that the market was anticipating the deal would be killed?
A. No. The whole market was up. In fact the Dow recently had its largest point
gain in history. We believe that the real value in our share price will be
recognized when we can combine our two companies and deliver the service our
customers want and be in a position to realize the powerful growth potential
that will come from putting our two companies together.
9. Given that his strategic vision appears to be unattainable at least
for now, will Mr. Tellier resign?
A. No. Mr. Tellier runs the most efficient railroad in North America
today.
10. If the combination does not go forward, will you consider an
alliance?
A. We're confident in our legal position. We will consider all of our
options pending the outcome of our challenge.
11. What are your options if the deal dies? A merger with CP?
A. Any further combination with a railroad with operations in the United States
would be subject to review by the STB. In any case, we would continue to
consider all options that meet our customers' transportation requirements in
the North American marketplace.
12. Why have CN and BNSF put out separate releases?
A. All of our dealings regarding STB Ex Parte 582 have been separate.
13. What happens if you win in court?
A. We expect to file our application as soon as it is appropriate.
back to top
(c) 2000, Canadian National Railway Company
Legal Terms and Conditions
<PAGE>
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(C) 2000, Canadian National Railway Company
Legal Terms and Conditions
<PAGE>
[CN LOGO]
Profile: Alberta
- -------------------------------------------------------------------------------
Statistical Highlights
===============================================================================
Miles of railroad operated 1,550
Miles of shortline partners 1,350
Shortline partners Alberta Railnet
Central Western Railway
McKenzie Northern Railway
Lakeland Waterway Railway
CN employees (average for 1999) 2,667
Employees annual earnings $200M
Provincial taxes - Corporate $13M
CN local purchases $160M
Annual capital investments $100M
Total annual carloads 520,000
(originated & terminated)
===============================================================================
Major Rail Customers [GRAPHIC CAPTION]
- --------------------
ADM o 61% of AB goods
Agricore Cooperative Ltd. produced depend on rail
Agrium Inc. to reach their market
Ainsworth
Alberta Newsprint o 81% of all AB exports are
Cargill destined for the U.S.
Celanese
Daishowa / Marubini o 61% of AB goods
Dow Chemical Co. produced depend on rail
Husky Oil to reach their market
Imperial Oil Products
Inland Cement o 81% of all AB exports are
Luscar Ltd. destined for the U.S.
Manalta Coal Ltd.
MC Forest Products
Millar Western [GRAPHIC OMITTED]
Nova Chemicals
Obed Mountain Coal [Map of Alberta, Canada showing rail route
Petro-Canada of Canadian National Railway]
Smoky River Coal Ltd.
Sultran Ltd.
Tolko
United Grain Growers
Weldwood
West Fraser
Weyerhaeuser
<PAGE>
[CN LOGO]
CN Track Record
- -------------------------------------------------------------------------------
North - South Trade Growing
Faster Than Economy
[GRAPHIC OMITTED] - [Graph depicting the total trade with U.S. Growth Rate %
vs. GDP Growth Rate % from 1990 through 1998]
CN Positioned to Support North-
South Trade Growth
[GRAPHIC OMITTED] - [Map of the United States and southern Canada depicting rail
routes and track rights]
Rates Have Declined Since 1987
As a Result of Deregulation
[GRAPHIC OMITTED] - [Graph depicting Freight Revenue per RTM and Price Index -
showing a constant dollar reduction of 35% over 11 years since the 1987 NTA
deregulation]
Canadian Rail Competitiveness
Supports Canadian Economy
[GRAPHIC OMITTED] - [Graph depicting rail rates in U.S. cents per Ton-Kilometer
for Canada, U.S., Sweden, Netherlands, Italy, France, Austria, U.K., Germany and
Switzerland]
<PAGE>
[CN LOGO]
A New Railroad for a New Era
- -------------------------------------------------------------------------------
North American Railways, Inc. (NAR)
[GRAPHIC OMITTED]
[Map of Canada, the United States and Mexico depicting the rail routes for
Canadian National in red and Burlington Northern and Santa Fe in blue]
Global Benefits of Combination
------------------------------
o An extensive single-line service network and access to key markets
[CN LOGO] --> Multiple gateways to Mexican markets
--> Reduced transit times and better reliability
--> Unified information, enhanced tracking and tracing, simplified
billing and rating
--> New and greater efficiencies
--> Low risk
o An extensive single-line service network and access to key markets
<PAGE>
[CN LOGO]
A Different Combination
- -------------------------------------------------------------------------------
What North American What North American
Railways, Inc. is... Railways, Inc. is NOT...
o Two efficient, service- --> o Not absorbing a weak
oriented railroads player
o Pro-Service / Pro- --> o Not reducing competition:
Competition - Enhanced competition
with CP-SOO into North
Central States
- UP still competing with BN
o End-to-end combination --> o Not splitting an existing
railroad
o Same systems platform --> o Not a new IT system
o Preserving management and --> o Not eliminating key
culture personnel
<PAGE>
[CN LOGO]
Benefits for Alberta Industries
- -------------------------------------------------------------------------------
[GRAPHIC OMITTED]
[Map of Canada, the United States and Mexico depicting the benefits for
Alberta Industries offered by CN and BNSF combination rail routes]
(red line) ____ CN Route
(blue line) ____ BNSF
[CN LOGO]
<PAGE>
[CN LOGO]
Alberta Shippers Benefits From CN-BNSF Combination
- -------------------------------------------------------------------------------
Forest products --> o Efficient new single-line service to North Central
U.S. for lumber, paper and woodpulp
o New single-line access to Minnesota market -
competition to CP-SOO service
o Single-line and coordinated service to the Pacific
Northwest, Westcoast and Southwest for panels
and woodpulp
o Better access for lumber to reach markets in Texas
Sulphur --> o New single-line access to the Pacific Northwest,
Southwest U.S. and Mexico bypassing Chicago
congestion
o More efficient routes to markets in Florida
Fertilizer and --> o Grain and oilseed producers will have new single-
Grain line routes to Pacific Northwest and Westcoast
o More competitive routings and single-line service
for nitrogen-based to North-Central U.S.
o Single-line access to Southwest U.S.
Chemicals, Plastics --> o Single-line access to Southwest, North-Central,
and Petroleum South-Central and Mexico - new efficient routes
through Minnesota
o Producers of petroleum, chemicals, plastics
products will have single-line
connection to Westcoast and Southwest markets
down 15 corridor
o More efficient routes for plastics and chemicals to
reach Texas markets
o Efficient new sourcing opportunities for liquid
plastics from the Gulf to Alberta manufacturers
<PAGE>
[CN LOGO]
Profile: British Columbia
- --------------------------------------------------------------------------------
Statistical Highlights
================================================================================
Miles of railroad operated 1,400
Miles of shortline partners 100
Shortline partners Kelowna Pacific Railway
CN employees (average for 1999) 1,801
Employees annual earnings $140M
Provincial taxes - Corporate $31M
CN local purchases $126M
Annual capital investments $119M
Total annual carloads 680,000
(originated & terminated)
Major Rail Customers
- -----------------------------------
American President Line o 39% of BC goods produced depend on
Canadian Forest Products rail to reach their market
Evergreen America
Hanjin Shipping o 63% of all BC exports are destined to
Luscar Coal the U.S.
Manalta Coal
Norbord
Quintette Coal
Riverside Forest Products
Skeena [GRAPHIC OMITTED]
Slocan
Smoky River Coal [Map of British Columbia depicting rail
Sultran route of Canadian National Railway]
Tolko
Weldwood
West Fraser
Weyerhaueser
Zim Israel
<PAGE>
[CN LOGO]
CN Track Record
- --------------------------------------------------------------------------------
North - South Trade Growing CN Positioned to Support North-
Faster Than Economy South Trade Growth
- ------------------------------------- ----------------------------------------
Constant Dollar [GRAPHIC OMITTED] - [Map of the United
Price in 1992 = 100 States,southern Canada and Mexico
depicting rail routes and track rights
Total Trade with U.S. Growth Rate % of CN]
GDP Growth Rate %
[GRAPHIC OMITTED] - [Graph depicting
the total trade with U.S. Growth
Rate % vs. GDP Growth Rate % from 1990
through 1998]
Rates Have Declined Since 1987 Canadian Rail Competitiveness
As a Result of Deregulation Supports Canadian Economy
- ------------------------------------- ----------------------------------------
Freight Revenue per Rail Rates -- U.S. Cents per
RTM and Price Index Ton-Kilometer
1986 = 1000 [GRAPHIC OMITTED] - [Graph depicting
rail rates in U.S. cents per Ton-
[Graph Caption] Kilometer for Canada, U.S., Sweden,
NTA 1987 deregulation Netherlands, Italy, France, Austria,
[Graph Caption] U.K., Germany and Switzerland]
Constant dollar reduction is
35% over 11 years
[GRAPHIC OMITTED] - [Graph depicting
Freight Revenue per RTM and Price
Index - showing a constant dollar
reduction of 35% over 11 years since
the 1987 NTA deregulation]
<PAGE>
[CN LOGO]
A New Railroad for a New Era
- --------------------------------------------------------------------------------
North American Railways, Inc. (NAR)
[GRAPHIC OMITTED]
[Map of Canada, the United States and Mexico depicting the rail routes for
Canadian National in red and Burlington Northern and Santa Fe in blue]
[CN LOGO]
Global Benefits of Combination
- -----------------------------------
o An extensive single-line service network and access to key markets
--> Multiple gateways to Mexican markets
--> Reduced transit times and better reliability
--> Unified information, enhanced tracking and tracing, simplified
billing and rating
--> New and greater efficiencies
--> Low risk
<PAGE>
[CN LOGO]
A Different Combination
- --------------------------------------------------------------------------------
What North American What North American
Railways, Inc. is... Railways, Inc. is NOT...
- ----------------------------------- ----------------------------------------
o Two efficient, service- --> o Not absorbing a weak
oriented railroads player
o Pro-Service / Pro- --> o Not reducing
Competition competition:
- Enhanced competition
with CP-SOO in North
Central States
- UP still competing with BN
o End-to-end --> o Not splitting an
combination existing railroad
o Same systems platform --> o Not a new IT system
o Preserving --> o Not eliminating key
management and personnel
culture
<PAGE>
[CN LOGO]
Benefits for British Columbia Industries
- --------------------------------------------------------------------------------
[GRAPHIC OMITTED]
[Map of Canada, U.S. and Mexico depicting the benefits for British Columbia
Industries offered by CN and BNSF combination rail routes.]
(red line) ____ CN Route
(blue line) ____ BNSF
[CN LOGO]
<PAGE>
[CN LOGO]
BC Shippers and Vancouver Port Benefits From CN-
- --------------------------------------------------------------------------------
BNSF Combination
Port of Vancouver --> o Competition between Canadian and U.S.
ports is maintained through UP and CP
o Alternative entry for Southwest during
port congestion periods
o New competitive access for imports to
Minneapolis/St-Paul markets
Lumber --> o New competitive access to Minneapolis
o Single-line access to more South-Central
U.S. destinations
o Competition remains with UP and CP
Woodpulp --> o Improved competitive single-line access to
Minnesota market
Intermodal --> o Single-line access to U.S. West and Mexico
<PAGE>
[CN LOGO]
Profile: Manitoba
- --------------------------------------------------------------------------------
Statistical Highlights
================================================================================
Miles of railroad operated 1,200
Miles of shortline partners 1,100
Shortline partners Hudson Bay Railway
Central Manitoba Railway
Southern Manitoba Railway
CN employees (average for 1999) 2,891
Employees annual earnings $192M
Provincial taxes - Corporate $25M
CN local purchases $134M
Annual capital investments $63M
Total annual carloads 78,000
(originated & terminated)
- --------------------------------------------------------------------------------
[GRAPHIC CAPTION]
Major Rail Customers o 36% of MB goods produced depend on rail to
- -------------------------------- reach their market
Agricore
Agrium
Canadian Wheat Board o 76% of all MB exports are destined for the
Cargill U.S.
Dominion Malting
Hudson Bay Mining and Smelting
James Richardson International
Louisiana Pacific
Parrish & Heimbecker
Paterson Grain
Pine Falls Paper [GRAPHIC OMITTED]
Roy Legumex
Simplot [Map of Manitoba depicting rail route
Tolko Industries of Canadian National Railway]
United Grain Growers
Major Facilities
- --------------------------------
Customer Service Center
Symington Yard
Transcona Shop
Winnipeg Intermodal Terminal
<PAGE>
[CN LOGO]
CN Track Record
- --------------------------------------------------------------------------------
North - South Trade Growing CN Positioned to Support North-
Faster Than Economy South Trade Growth
Constant Dollar Very important point for Manitoba - part
Price in 1992 - 100 of their Provincial Strategy to develop
the I-35 Corridor
Total Trade with U.S. Growth Rate %
GDP Growth Rate %
[GRAPHIC OMITTED] - [Graph depicting [GRAPHIC OMITTED] - [Map of the United
the total trade with U.S. Growth States and southern Canada depicting
Rate % vs. GDP Growth Rate % from 1990 rail routes and track rights of CN]
through 1998]
Rates Have Declined Since 1987 Canadian Rail Competitiveness
As a Result of Deregulation Supports Canadian Economy
Freight Revenue per Rail Rates -- U.S. Cents per
RTM and Price Index Ton-Kilometer
1986 = 1000 [GRAPHIC OMITTED] - [Graph depicting
rail rates in U.S. cents per Ton-
[Graph Caption] Kilometer for Canada, U.S., Sweden,
NTA 1987 deregulation Netherlands, Italy, France, Austria,
U.K., Germany and Switzerland]
Constant dollar reduction is
35% over 11 years
[GRAPHIC OMITTED] - [Graph depicting
Freight Revenue per RTM and Price
Index - showing a constant dollar
reduction of 35% over 11 years since
the 1987 NTA deregulation]
<PAGE>
[CN LOGO]
A New Railroad for a New Era
- --------------------------------------------------------------------------------
North American Railways, Inc. (NAR)
[GRAPHIC OMITTED]
[Map of Canada, the United States and Mexico depicting the rail routes for
Canadian National in red and Burlington Northern and Santa Fe in blue]
(red line) ____ CN Route
(blue line) ____ BNSF
[CN LOGO]
Global Benefits of Combination
- -----------------------------------
o An extensive single-line service network and access to key markets
--> Multiple gateways to Mexican markets
--> Reduced transit times and better reliability
--> Unified information, enhanced tracking and tracing, simplified
billing and rating
--> New and greater efficiencies
--> Low risk
<PAGE>
[CN LOGO]
A Different Combination
- --------------------------------------------------------------------------------
What North American What North American
Railways, Inc. is... Railways, Inc. is NOT...
- ----------------------------------- ----------------------------------------
o Two efficient, service- --> o Not absorbing a weak
oriented railroads player
o Pro-Service / Pro- --> o Not reducing
Competition competition:
- Enhanced competition
with CP-SOO in North
Central States
- UP still competing with BN
o End-to-end --> o Not splitting an
combination existing railroad
o Same systems platform --> o Not a new IT system
combination
o Preserving --> o Not eliminating key
management and personnel
culture
<PAGE>
[CN LOGO]
Benefits for Manitoba Industries
- --------------------------------------------------------------------------------
[GRAPHIC OMITTED]
[Map of the United States, Canada and Mexico depicting the benefits for
Manitoba Industries offered by the combination of CN and BNSF rail routes]
(red line) ____ CN Route
(blue line) ____ BNSF
[GRAPHIC CAPTION]
Manitoba Benefits:
- ------------------
o Winnipeg becomes a more important rail hub
o Better access to U.S. & Mexican markets
o Stronger alternative to CP routing
o Better alternative to trucks
o Negligible loss of competition
[CN LOGO]
<PAGE>
[CN LOGO]
Manitoba Shipper Benefits From CN-BNSF Combination
- --------------------------------------------------------------------------------
Intermodal o Potential TransX and Reimer Express for
traffic to U.S. West and Mexico
Panels o Improved direct access to U.S. construction
markets (Missouri, Arkansas, Arizona,
Colorado, Texas,Washington)
Wheat, Oats, o Better access to processors and consuming
Specialty markets -- North Central U.S.
Crops, Canola,
Barley o Enhanced competition with CP-SOO
o Single-line direct access to major U.S.
millers
o Single-line access bypassing Chicago to
New Orleans export terminals
o Direct access to U.S. feed markets
o Direct access via multiple gateways to
Mexico
o Alternative to vessels
Copper Concentrate o Single-line service to U.S. Northwest from
Flin Flon, Manitoba
Fertilizers o Direct access to Northern Prairies (South
Dakota, Nebraska, Iowa, Minnesota, North
Dakota) via Emerson
o Enhanced competition with CP-SOO and trucks
<PAGE>
[CN LOGO]
Profile: New Brunswick
- --------------------------------------------------------------------------------
Statistical Highlights
================================================================================
Miles of railroad operated 2,600
Miles of shortline partners 300 (Excludes the NBSR)
Major Shortline partners New Brunswick East Coast
New Brunswick Southern Railway
CN employees (average for 1999) 713
Employees annual earnings $65M
Provincial taxes - Corporate $2.5M
CN local purchases $44M
Annual capital investments $18M
Total annual carloads 80,000
(originated & terminated)
- --------------------------------------------------------------------------------
[GRAPHIC CAPTION]
o 28% of NB goods produced depend on rail
to reach their market
o 81% of all NB exports are destined for
the U.S.
Major Rail Customers
- -----------------------------------
Campbellton
Brunswick Mines / Noranda Inc.
Canpotex
Fraser Papers [GRAPHIC OMITTED]
JD Irving
Lantic Sugar Ltd. [Map of New Brunswick depicting rail route
PCS Sales Inc. of Canadian National Railway]
Repap Enterprises Inc.
Stone Container
Sun Gro Horticulture
Wal-Mart
Weyerhaeuser
<PAGE>
[CN LOGO]
CN Track Record
- --------------------------------------------------------------------------------
North - South Trade Growing CN Positioned to Support North-
Faster Than Economy South Trade Growth
[GRAPHIC OMITTED] - [Graph depicting [GRAPHIC OMITTED] - [Map of the United
the total trade with U.S. Growth States and southern Canada depicting
Rate % vs. GDP Growth Rate % from 1990 rail routes and track rights]
through 1998]
Rates Have Declined Since 1987 Canadian Rail Competitiveness
As a Result of Deregulation Supports Canadian Economy
Freight Revenue per Rail Rates -- U.S. Cents per
RTM and Price Index Ton-Kilometer
1986 = 100
[GRAPHIC OMITTED] - [Graph depicting [GRAPHIC OMITTED] - [Graph depicting
Freight Revenue per RTM and Price rail rates in U.S. cents per Ton-
Index - showing a constant dollar Kilometer for Canada, U.S., Sweden,
reduction of 35% over 11 years since Netherlands, Italy, France, Austria,
the 1987 NTA deregulation] U.K., Germany and Switzerland]
<PAGE>
[CN LOGO]
A New Railroad for a New Era
- --------------------------------------------------------------------------------
North American Railways, Inc. (NAR)
[GRAPHIC OMITTED]
[Map of Canada, the United States and Mexico depicting the rail routes for
Canadian National in red and Burlington Northern and Santa Fe in blue]
[CN LOGO]
Global Benefits of Combination
- -----------------------------------
o An extensive single-line service network and access to key markets
--> Multiple gateways to Mexican markets
--> Reduced transit times and better reliability
--> Unified information, enhanced tracking and tracing, simplified
billing and rating
--> New and greater efficiencies
--> Low risk
<PAGE>
[CN LOGO]
A Different Combination
- --------------------------------------------------------------------------------
What North American What North American
Railways, Inc. is... Railways, Inc. is NOT...
- ----------------------------------- ----------------------------------------
o Two efficient, service- --> o Not absorbing a weak
oriented railroads player
o Pro-Service / Pro- --> o Not reducing
Competition competition:
- Enhanced competition
with CP-SOO in North
Central States
- UP still competing with BN
o End-to-end --> o Not splitting an
combination existing railroad
o Same systems platform --> o Not a new IT system
o Preserving --> o Not eliminating key
management and personnel
culture
<PAGE>
[CN LOGO]
Benefits for New Brunswick Industries
- --------------------------------------------------------------------------------
[GRAPHIC OMITTED]
[Map of Canada, the United States and Mexico depicting the benefits for
New Brunswick Industries offered by CN and BNSF combination rail routes]
[Graphic Caption]
(red line) _____ CN Route
(blue line) _____ BNSF Route
[CN LOGO]
<PAGE>
[CN LOGO]
New Brunswick Shippers Benefits from CN-BNSF Combination
- --------------------------------------------------------------------------------
Intermodal --> o Extended single-line access for New Brunswick shippers
from Moncton-Chicago- Minneapolis
o Single-line and coordinated service to Colorado, Texas
and California
Forest Products --> o Seamless service for lumber, paper and panels to
Minnesota and South Central U.S.
o Improved access and new single-line options for lumber
from New Brunswick to Texas
Chemicals and --> o Single-line service for Irving propylene to Texas market
Petroleum
Products o Efficient new sourcing options for lubricating oil
additives and plastics from Texas
<PAGE>
CN [LOGO]
Profile: Nova Scotia
- --------------------------------------------------------------------------------
Statistical Highlights
- --------------------------------------------------------------------------------
Miles of railroad operated 350
Miles of shortline partners 350
Major Shortline partners Cape Breton & Central Nova Scotia
Windsor & Hantsport Railway
CN employees (average for 1999) 288
Employees annual earnings $16M
Provincial taxes - Corporate $0.8M
CN local purchases $12M
Annual capital investments $7M
Total annual carloads 300,000
(originated & terminated)
================================================================================
[GRAPHIC CAPTION]
o 23% of NS goods
produced depend on rail
to reach their market
o 73% of all NS exports are
destined for the U.S.
o 23% of NS goods
produced depend on rail
to reach their market
o 73% of all NS exports are
destined for the U.S.
Major Rail Customers
- --------------------
Atlantic Container
Hapag Lloyd
Lafarge Canada [GRAPHIC OMITTED]
Maersk/Sealand
Mediterranean Shipping [Map of Nova Scotia depicting rail route
Michelin of Canadian National Railway]
National Gypsum
NYK Line Canada
P&O NedLloyd
Stora Enso
Sydney Steel
Trenton Works
ZIM Israel
<PAGE>
[CN LOGO]
CN Track Record
- --------------------------------------------------------------------------------
North - South Trade Growing CN Positioned to Support North-
Faster Than Economy South Trade Growth
[GRAPHIC OMITTED] - [Graph depicting [GRAPHIC OMITTED] - [Map of the United
the total trade with U.S. Growth States and southern Canada depicting
Rate % vs. GDP Growth Rate % from 1990 rail routes and track rights]
through 1998]
Rates Have Declined Since 1987 Canadian Rail Competitiveness
As a Result of Deregulation Supports Canadian Economy
Freight Revenue per Rail Rates -- U.S. Cents per
RTM and Price Index Ton-Kilometer
1986 = 100
[GRAPHIC OMITTED] - [Graph depicting [GRAPHIC OMITTED] - [Graph depicting
Freight Revenue per RTM and Price rail rates in U.S. cents per Ton-
Index - showing a constant dollar Kilometer for Canada, U.S., Sweden,
reduction of 35% over 11 years since Netherlands, Italy, France, Austria,
the 1987 NTA deregulation] U.K., Germany and Switzerland]
<PAGE>
[CN LOGO]
A New Railroad for a New Era
- --------------------------------------------------------------------------------
North American Railways, Inc. (NAR)
[GRAPHIC OMITTED]
[Map of Canada, the United States and Mexico depicting the rail
routes for Canadian National in red and Burlington Northern and Santa Fe in
blue]
[CN LOGO]
Global Benefits of Combination
- -----------------------------------
o An extensive single-line service network and access to key markets
--> Multiple gateways to Mexican markets
--> Reduced transit times and better reliability
--> Unified information, enhanced tracking and tracing, simplified
billing and rating
--> New and greater efficiencies
--> Low risk
<PAGE>
[CN LOGO]
A Different Combination
- --------------------------------------------------------------------------------
What North American What North American
Railways, Inc. is... Railways, Inc. is NOT...
- ----------------------------------- ----------------------------------------
o Two efficient, service- --> o Not absorbing a weak
oriented railroads player
o Pro-Service / Pro- --> o Not reducing
Competition competition:
- Enhanced competition
with CP-SOO in North
Central States
- UP still competing with BN
o End-to-end --> o Not splitting an
combination existing railroad
o Same systems platform --> o Not a new IT system
o Preserving --> o Not eliminating key
management and personnel
culture
<PAGE>
[CN LOGO]
Benefits for Nova Scotia Industries
- --------------------------------------------------------------------------------
[GRAPHIC OMITTED]
[Map of Canada, the United States and Mexico depicting the benefits for
Nova Scotia Industries offered by CN and BNSF combination rail routes]
[GRAPHIC CAPTION]
(red line) ____ CN Route
(blue line) ____ BNSF
[CN LOGO]
<PAGE>
[CN LOGO]
Shippers Benefits from CN-BNSF Combination
- --------------------------------------------------------------------------------
Intermodal --> o Extended single-line intermodal service,
Halifax-Chicago-Minneapolis, Colorado-Texas-California
o Shipments for overseas intermodal
between Halifax, Southwest and the U.S.
Forest Products--> o New single-line service for lumber, panels,
woodpulp and paper to Southwest, Pacific
Northwest and South Central
o Paper products from Nova Scotia have
single-line service to Texas, Colorado, California
Chemicals and
plastics --> o Efficient new sourcing options for Nova
Scotia industries through direct access to
industrial chemicals and plastics from the Southwest
<PAGE>
[CN LOGO]
Profile: Ontario
- --------------------------------------------------------------------------------
Statistical Highlights
================================================================================
Miles of railroad operated 2,600
Miles of Shortline partners 500 (Excludes the ONR)
Major shortline partners Ontario Northland Railway
Railink-Southern Ontario
Goderich and Exeter
Ottawa Central Railway
Algoma Central
Essex Terminal Railway
CN employees (average for 1999) 4,714
Employees annual earnings $374M
Provincial taxes - Corporate $71.5M
CN local purchases $290M
Annual capital investments $200M
Total annual carloads 870,000
(originated & terminated)
- --------------------------------------------------------------------------------
Major Rail Customers [GRAPHIC CAPTION]
- -------------------------
Algoma Steel o 41% of ON goods produced depend on rail
American President Line to reach their market
Amoco
Celanese o 92% of all ON exports are destined for the
Dofasco U.S.
Dow Chemicals
Evergreen America o 41% of ON goods produced depend on rail
Falconbridge to reach their market
Ford Motor Canada
GM Canada o 92% of all ON exports are destined for the
Imperial Oil U.S.
Luscar
Newfoundland Capital
Nova Chemicals
Ontario Paper [GRAPHIC OMITTED]
Shell Canada
Sifto Salt [Map of Ontario depicting rail route
Stelco of Canadian National Railway]
Trans Western Express
<PAGE>
[CN LOGO]
CN Track Record
- --------------------------------------------------------------------------------
North - South Trade Growing CN Positioned to Support North-
Faster Than Economy South Trade Growth
[GRAPHIC OMITTED] - [Graph depicting [GRAPHIC OMITTED] - [Map of the United
the total trade with U.S. Growth States and southern Canada depicting
Rate % vs. GDP Growth Rate % from 1990 rail routes and track rights]
through 1998]
Rates Have Declined Since 1987 Canadian Rail Competitiveness
As a Result of Deregulation Supports Canadian Economy
Freight Revenue per Rail Rates -- U.S. Cents per
RTM and Price Index Ton-Kilometer
1986 = 100
[GRAPHIC OMITTED] - [Graph depicting [GRAPHIC OMITTED] - [Graph depicting
Freight Revenue per RTM and Price rail rates in U.S. cents per Ton-
Index - showing a constant dollar Kilometer for Canada, U.S., Sweden,
reduction of 35% over 11 years since Netherlands, Italy, France, Austria,
the 1987 NTA deregulation] U.K., Germany and Switzerland]
<PAGE>
[CN LOGO]
A New Railroad for a New Era
- --------------------------------------------------------------------------------
North American Railways, Inc. (NAR)
[GRAPHIC OMITTED]
[Map of Canada, the United States and Mexico depicting the rail
routes for Canadian National in red and Burlington Northern and Santa Fe in
blue]
(red line) ____ CN Route
(blue line) ____ BNSF
[CN LOGO]
Global Benefits of Combination
- -----------------------------------
o An extensive single-line service network and access to key markets
--> Multiple gateways to Mexican markets
--> Reduced transit times and better reliability
--> Unified information, enhanced tracking and tracing, simplified
billing and rating
--> New and greater efficiencies
--> Low risk
<PAGE>
[CN LOGO]
A Different Combination
- --------------------------------------------------------------------------------
What North American What North American
Railways, Inc. is... Railways, Inc. is NOT...
- ----------------------------------- ----------------------------------------
o Two efficient, service- --> o Not absorbing a weak
oriented railroads player
o Pro-Service / Pro- --> o Not reducing
Competition competition:
- Enhanced competition
with CP-SOO in North
Central States
- UP still competing with BN
o End-to-end --> o Not splitting an
combination existing railroad
o Same systems platform --> o Not a new IT system
o Preserving management and --> o Not eliminating key
culture personnel
<PAGE>
[CN LOGO]
Benefits for Ontario Industries
- --------------------------------------------------------------------------------
[GRAPHIC OMITTED]
[Map of Canada, the United States and Mexico depicting the benefits for
Ontario Industries offered by CN and BNSF combination rail routes]
[GRAPHIC CAPTION]
(red line) ____ CN Route
(blue line) ____ BNSF
[CN LOGO]
<PAGE>
[CN LOGO]
Ontario Shippers Benefits From CN-BNSF Combination
- --------------------------------------------------------------------------------
Intermodal --> o Extended single-line access Toronto-
Chicago-Minneapolis, Colorado-Texas-California
o Potential extension of RoadRailer service
towards Minneapolis and Southwest
Automotive --> o Single-line service for parts and vehicles to
Southwest, PNW and South Central
Steel --> o Better access for steel to Mexican auto assemblers
o Access to Southwest structural steel suppliers
Chemicals and --> o Single-line access to Texas, Mexico and the West
Plastics
<PAGE>
[CN LOGO]
Profile: Quebec
- --------------------------------------------------------------------------------
Statistical Highlights
- --------------------------------------------------------------------------------
Miles of railroad operated 1,850
Miles of shortline partners 700
Major Shortline partners Chemin de Fer du Quebec
o Baie des Chaleurs/Gaspesie
o Matapedia
o Charlevoix
Roberval & Saguenay
St-Lawrence & Atlantic Quebec
CN employees (average for 1999) 4,013
Employees annual earnings $350M
Provincial taxes - Corporate $54M
(Recoverable Credit on Property Taxes) ($8M)
----
Net Provincial Taxes $46M
CN local purchases $230M
Annual capital investments $190M
Total annual carloads 580,000
(originated & terminated)
================================================================================
[GRAPHIC CAPTION]
Major Rail Customers o 23% of NS goods
-------------------- produced depend on rail
Abitibi-Consolidated to reach their market
Alcan
BOLT Canada Line o 73% of all NS exports are
Canadian Reynolds Metal destined for the U.S.
Domtar
Donohue o 23% of NS goods
Hapag-Lloyd produced depend on rail
Industries Norbord to reach their market
Kraft Canada
Kruger o 73% of all NS exports are
Lousiana Pacific destined for the U.S.
Maersk/Sealand
Noranda & subsidivision
PCI Chemicals [GRAPHIC OMITTED]
Petromont
Produits Forestiers Alliance
Tembec [Map of Quebec depicting rail route
Ultramar of Canadian National Railway]
Unibord
ZIM Israel
<PAGE>
[CN LOGO]
Photo Caption:
CN Track Record
- --------------------------------------------------------------------------------
CN Track Record
- --------------------------------------------------------------------------------
North - South Trade Growing CN Positioned to Support North-
Faster Than Economy South Trade Growth
- --------------------------------------------------------------------------------
Constant Dollar [GRAPHIC OMITTED] - [Map of the United
Price in 1992 = 100 States and southern Canada depicting
rail routes and track rights of CN]
[GRAPHIC OMITTED] - [Graph depicting
the total trade with U.S. Growth
Rate % vs. GDP Growth Rate % from 1990 Canadian Rail Competitiveness
through 1998] Supports Canadian Economy
Rail Rates -- U.S. Cents per
Rates Have Declined Since 1987 Ton-Kilometer
As a Result of Deregulation
Freight Revenue per [GRAPHIC OMITTED] - [Graph depicting
RTM and Price Index rail rates in U.S. cents per Ton-
1986 = 100 Kilometer for Canada, U.S., Sweden,
[GRAPHIC OMITTED] - [Graph depicting Netherlands, Italy, France, Austria,
Freight Revenue per RTM and Price U.K., Germany and Switzerland]
Index - showing a constant dollar
reduction of 35% over 11 years since
the 1987 NTA deregulation]
<PAGE>
[CN LOGO]
A New Railroad for a New Era
- --------------------------------------------------------------------------------
North American Railways, Inc. (NAR)
[GRAPHIC OMITTED]
[Map of Canada, the United States and Mexico depicting the rail routes for
Canadian National in red and Burlington Northern and Santa Fe in blue]
[CN LOGO]
Global Benefits of Combination
- -----------------------------------
o An extensive single-line service network and access to key markets
--> Multiple gateways to Mexican markets
--> Reduced transit times and better reliability
--> Unified information, enhanced tracking and tracing, simplified
billing and rating
--> New and greater efficiencies
--> Low risk
<PAGE>
[CN LOGO]
A Different Combination
- --------------------------------------------------------------------------------
What North American What North American
Railways, Inc. is... Railways, Inc. is NOT...
- ----------------------------------- ----------------------------------------
o Two efficient, service- --> o Not absorbing a weak
oriented railroads player
o Pro-Service / Pro- --> o Not reducing
Competition competition:
- Enhanced competition
with CP-SOO in North
Central States
- UP still competing with BN
o End-to-end --> o Not splitting an
combination existing railroad
o Same systems platform --> o Not a new IT system
o Preserving --> o Not eliminating key
management and personnel
culture
<PAGE>
[CN LOGO]
Benefits for Quebec Industries
- --------------------------------------------------------------------------------
[GRAPHIC OMITTED]
[Map of Canada, the United States and Mexico depicting the benefits for
Quebec Industries offered by CN and BNSF combination rail routes]
(red line) ____ CN Route
(blue line) ____ BNSF
[CN LOGO]
<PAGE>
[CN LOGO]
Quebec Shippers Benefits from CN-BNSF Combination
- --------------------------------------------------------------------------------
Port of Montreal --> o Single-line access for imports to Colorado, New Mexico,
Texas and Minneapolis
Domestic --> o Single-line service to Colorado, New Mexico,
Intermodal California, Texas and Minneapolis
o Potential extension of RoadRailer service to
Minneapolis and Southwest
Plastics and --> o Improved single-line access to Texas and
Chemicals Mexico
Forest Products --> o Single-line access for lumber to Minneapolis,
Colorado and Texas
o Single-line access for paper to Colorado and Texas
o Access for lumber panels to U.S. West
Aluminum --> o Potential sales development to Texas and Southwest
through single-line reach
<PAGE>
[CN LOGO]
Profile: Saskatchewan
- --------------------------------------------------------------------------------
Statistical Highlights
- --------------------------------------------------------------------------------
Miles of railroad operated 2,800
Miles of shortline partners 300
Major Shortline partners Carlton Trail Railway
Southern Rails Cooperative Limited
CN employees (average for 1999) 920
Employees annual earnings $76M
Provincial taxes - Corporate $27M
CN local purchases $68M
Annual capital investments $71M
Total annual carloads 250,000
(originated & terminated)
================================================================================
Major Rail Customers
- --------------------- [GRAPHIC CAPTION]
Agrium o 63% of SK goods produced depend on rail
Canadian Wheat Board to reach their market
Canpotex
Cargill o 54% of all SK exports are destined for
IMC Global the U.S.
Ipsco
James Richardson International o 63% of SK goods produced depend on rail
Luscar to reach their market
Millar Western Pulp
Potash Corporation of Saskatchewan o 54% of all SK exports are destined for
Prairie Malt the U.S.
Producer-Owned Terminals
Saskatchewan Wheat Pool
Saskferco [GRAPHIC OMITTED]
United Grain Growers
Weyerhaeuser [Map of Saskatchawean depicting rail
route of Canadian National Railway]
<PAGE>
[CN LOGO]
CN Track Record
- --------------------------------------------------------------------------------
North - South Trade Growing CN Positioned to Support North-
Faster Than Economy South Trade Growth
[GRAPHIC OMITTED] - [Graph depicting [GRAPHIC OMITTED] - [Map of the United
the total trade with U.S. Growth States and southern Canada depicting
Rate % vs. GDP Growth Rate % from 1990 rail routes and track rights]
through 1998]
Rates Have Declined Since 1987 Canadian Rail Competitiveness
As a Result of Deregulation Supports Canadian Economy
Freight Revenue per Rail Rates -- U.S. Cents per
RTM and Price Index Ton-Kilometer
1986 = 100
[GRAPHIC OMITTED] - [Graph depicting [GRAPHIC OMITTED] - [Graph depicting
Freight Revenue per RTM and Price rail rates in U.S. cents per Ton-
Index - showing a constant dollar Kilometer for Canada, U.S., Sweden,
reduction of 35% over 11 years since Netherlands, Italy, France, Austria,
the 1987 NTA deregulation] U.K., Germany and Switzerland]
<PAGE>
[CN LOGO]
A New Railroad for a New Era
- --------------------------------------------------------------------------------
North American Railways, Inc. (NAR)
[GRAPHIC OMITTED]
[Map of Canada, the United States and Mexico depicting the rail
routes for Canadian National in red and Burlington Northern and Santa Fe in
blue]
[CN LOGO]
Global Benefits of Combination
- -----------------------------------
o An extensive single-line service network and access to key markets
--> Multiple gateways to Mexican markets
--> Reduced transit times and better reliability
--> Unified information, enhanced tracking and tracing, simplified
billing and rating
--> New and greater efficiencies
--> Low risk
<PAGE>
[CN LOGO]
A Different Combination
- --------------------------------------------------------------------------------
What North American What North American
Railways, Inc. is... Railways, Inc. is NOT...
- ----------------------------------- ----------------------------------------
o Two efficient, service- --> o Not absorbing a weak
oriented railroads player
o Pro-Service / Pro- --> o Not reducing
Competition competition:
- Enhanced competition
with CP-SOO in North
Central States
- UP still competing with BN
o End-to-end --> o Not splitting an
combination existing railroad
o Same systems platform --> o Not a new IT system
o Preserving --> o Not eliminating key
management and personnel
culture
<PAGE>
[CN LOGO]
Benefits for Saskatchewan Industries
- --------------------------------------------------------------------------------
[GRAPHIC OMITTED]
[Map of Canada, the United States and Mexico depicting the benefits for
Saskatchewan Industries offered by CN and BNSF combination rail routes]
[GRAPHIC CAPTION]
(red line) ____ CN Route
(blue line) ____ BNSF
[CN LOGO]
Saskatchewan Benefits
- -----------------------------------
o Regina becomes a more important rail hub for north-south flows
o Better access to U.S. & Mexican markets
o Stronger alternative to CP routing
o Better alternative to trucks
o No loss of competition
<PAGE>
[CN LOGO]
Saskatchewan Shipper Benefits From CN-BNSF Combination
- --------------------------------------------------------------------------------
Metals --> o Single-line from pipe-producing plants in Regina to Gulf
Coast
Various Grains --> o Better access to processors and consuming markets -
Minneapolis area
o Enhanced competition with CP-SOO
Specialty Crops,--> o Direct access via multiple gateways to Mexico
Canola, Wheat,
Barley o Single-line direct access to major U.S. receivers -
improved competitive options
o Improved direct access to U.S. feed markets
(Missouri, Arkansas, Arizona, Colorado, Texas, California)
o Alternative to vessels
Forest Products --> o Better access to North Central U.S.
o Single-line access to Southwest markets
o Enhanced competition with CP-SOO
Potash --> o More competitive access to Canpotex Portland Terminal for
overseas exports
<PAGE>
[CN LOGO]
Profile: Illinois
- --------------------------------------------------------------------------------
Statistical Highlights
================================================================================
Miles of railroad operated 2,412
Miles of shortline partners 1,903
Shortline partners Belt Railway Company of Chicago
Chicago Rail Link
Elgin, Joliet and Eastern
Gateway Western Railway
I&M Rail Link
Iowa Interstate
Kankakee, Beaverville and Southern
Toledo, Peoria and Western
CN-IC employees 1,705
Employees annual earnings $110M
State taxes - Corporate $12.5M
CN-IC local purchases $40M
Annual capital investments $40M
Total annual carloads 677,000
(originated & terminated)
Total annual CN-IC carloads 596,000
through Chicago
Major Rail Customers
- -------------------------------- [GRAPHIC CAPTION]
American Coal Co. o 23% of all IL exports are sold to Canada
Archer Daniels Midland Co
Atlantic Container Line
Birmingham Steel Corp [GRAPHIC OMITTED]
Cargill Inc. [Map of Illinois depicting rail routes of
Commonwealth Coal Sales CN-IC and BNSF]
Cook Coal Terminal
Ford Motor Co. (red line) ____ CN-IC
Hub City Terminals (blue line) ____ BNSF
Illinois Power Co
Staley Manufacturing
United Parcel Service
Major Facilities
- -----------------------------------
Gateway Intermodal Terminal
Elsdon Lumber re-load center
Chicago Transload Center
Effingham Transload Center
Harvey Transload Center
Springfield Transload Center
<PAGE>
[CN LOGO]
CN-IC Track Record
- -------------------------------------------------------------------------------
North - South Trade Growing
Faster Than Economy
Constant Dollar
Price in 1992 = 100
GRAPHIC OMITTED] - [Graph depicting the total trade with U.S. Growth Rate %
vs. GDP Growth Rate % from 1990 through 1998]
CN Positioned to Support
North-South Trade Growth
[GRAPHIC OMITTED] - [Map of Canada, the United States and Mexico depicting rail
routes and track rights]
Rates Have Declined Since 1981
As a Result of Staggers Act
[GRAPHIC OMITTED] - [Graph depicting a decline in Freight Revenue per RTM (in
U.S. Cents) as a result of the 1981 Staggers Act]
North American Rail
Competitiveness Supports
Economy
[GRAPHIC OMITTED] - [Graph depicting rail rates in U.S. cents per Ton-Kilometer
for Canada, U.S., Sweden, Netherlands, Italy, France, Austria, U.K., Germany and
Switzerland]
<PAGE>
[CN LOGO]
A New Railroad for a New Era
- --------------------------------------------------------------------------------
North American Railways, Inc. (NAR)
[GRAPHIC OMITTED]
[Map of Canada, the United States and Mexico depicting the rail routes for
Canadian National in red and Burlington Northern and Santa Fe in blue]
[CN LOGO]
Global Benefits of Combination
- -----------------------------------
o An extensive single-line service network and access to key markets
--> Multiple gateways to Mexican markets
--> Reduced transit times and better reliability
--> Unified information, enhanced tracking and tracing, simplified
billing and rating
--> New and greater efficiencies
--> Low risk
<PAGE>
[CN LOGO]
A Different Combination
- --------------------------------------------------------------------------------
What North American What North American
Railways, Inc. is... Railways, Inc. is NOT...
- ----------------------------------- ----------------------------------------
o Two efficient, service- --> o Not absorbing a weak
oriented railroads player
o Pro-Service / Pro- --> o Not reducing
Competition competition:
- Enhanced competition
with CP-SOO in North
Central States
- UP still competing with BN
o End-to-end --> o Not splitting an
combination existing railroad
o Same systems platform --> o Not a new IT system
o Preserving --> o Not eliminating key
management and personnel
culture
<PAGE>
[CN LOGO]
Benefits for Illinois Industries
- --------------------------------------------------------------------------------
CN-BNSF combination will provide enhanced competitive options for Illinois
customers
[GRAPHIC OMITTED]
[Map of Canada, the United States and Mexico depicting the benefits for
Illinois Industries offered by the combination of CN and BNSF routes]
(red line) ____ CN-IC Route
(blue line) ____ BNSF
[CN LOGO]
<PAGE>
[CN LOGO]
Illinois Customer Benefits From CN-BNSF Combination
- --------------------------------------------------------------------------------
Commodity Benefits
- ---------------------- ---------------------------------------------
Grain --> o Single-line service for grain sourcing
from Iowa for Decatur processors
o Improved single-line access options for
Illinois grain products (corn, soybean,
sweeteners, etc) to Mexico markets
Coal --> o Single-line service for Power River
Basin to Illinois utilities
Petroleum coke --> o Single-line service for Illinois petroleum
coke to Texas and Oklahoma markets
Fertilizers --> o Single-line service to BNSF Illinois
destinations when sourcing from Gulf Coast
and Western Canada
<PAGE>
[CN LOGO]
Profile: Iowa
- -------------------------------------------------------------------------------
Statistical Highlights
===============================================================================
Miles of railroad operated 868
Miles of shortline partners 1,182
Shortline partners Cedar Rapids & Iowa City
D&I Railroad
Great Western Railway of Iowa
Iowa Interstate
Iowa Northern
I&M RailLink
CN-IC employees 287
Employees annual earnings $13M
State taxes - Corporate $1.9M
CN-IC local purchases $5M
Annual capital investments $6M
Total annual carloads 105,000
(originated & terminated)
===============================================================================
Major Rail Customers [GRAPHIC CAPTION]
- --------------------
AG Partners o 51% of all IA exports are
Alliance Pipeline sold to Canada
Archer Daniels Midland
Cargill Inc.
Conagra Inc.
Farmers Coop Co.
First Farmers Co-Op [GRAPHIC OMITTED]
G E Railcar Inc. [Map of Iowa depicting rail routes of CN-IC
General American Trans. (red line)and BSNF (blue line)]
Newell Co
Potash Corp of Saskatchewan Inc.
Prairie Land Co-Op
Sands Seed Service Inc.
Truck-Track Logistics Ltd
United Co-Op Inc.
Weyerhaeuser Co.
Major Facilities
- ----------------
Cedar Rapids Transload Center
Waterloo Intermodal Terminal
Ft. Dodge Intermodal Terminal
Council Bluffs Intermodal Terminal
<PAGE>
[CN LOGO]
CN-IC Track Record
- -------------------------------------------------------------------------------
North - South Trade Growing
Faster Than Economy
Constant Dollar
Price in 1992 = 100
GRAPHIC OMITTED] - [Graph depicting the total trade with U.S. Growth Rate %
vs. GDP Growth Rate % from 1990 through 1998]
CN-IC Positioned to Support
North-South Trade Growth
[GRAPHIC OMITTED] - [Map of the United States and southern Canada depicting rail
routes and track rights]
Rates Have Declined Since 1981
As a Result of Staggers Act
[GRAPHIC OMITTED] - [Graph depicting a decline in Freight Revenue per RTM (in
U.S. Cents) as a result of the 1981 Staggers Act]
North American Rail
Competitiveness Supports
Economy
[GRAPHIC OMITTED] - [Graph depicting rail rates in U.S. cents per Ton-Kilometer
for Canada, U.S., Sweden, Netherlands, Italy, France, Austria, U.K., Germany and
Switzerland]
<PAGE>
[CN LOGO]
A New Railroad for a New Era
- -------------------------------------------------------------------------------
North American Railways, Inc. (NAR)
[GRAPHIC OMITTED]
[Map of Canada, the United States and Mexico depicting the rail routes for
Canadian National in red and Burlington Northern and Santa Fe in blue]
Global Benefits of Combination
------------------------------
o An extensive single-line service network and access to key markets
--> Multiple gateways to Mexican markets
[CN LOGO] --> Reduced transit times and better reliability
--> Unified information, enhanced tracking and tracing, simplified
billing and rating
--> New and greater efficiencies
--> Low risk
<PAGE>
[CN LOGO]
A Different Combination
- -------------------------------------------------------------------------------
What North American What North American
Railways, Inc. is... Railways, Inc. is NOT...
o Two efficient, service- --> o Not absorbing a weak
oriented railroads player
o Pro-Service / Pro- --> o Not eliminating a parallel
Competition competitor
o End-to-end combination --> o Not splitting an existing
railroad
o Same systems platform --> o Not a new IT system
o Preserving management and --> o Not eliminating key
culture personnel
<PAGE>
[CN LOGO]
Benefits for Iowa Industries
- -------------------------------------------------------------------------------
CN-BNSF combination enhances access to Western U.S., Mexico, Gulf Coast and
Canada
[GRAPHIC OMITTED]
[Map of Canada, the United States and Mexico depicting the benefits for
Iowa Industries offered by CN-IC and BNSF combination routes]
(red line) ____ CN-IC Route
(blue line) ____ BNSF
[CN LOGO]
<PAGE>
[CN LOGO]
Iowa Customer Benefits From CN-BNSF Combination
- -------------------------------------------------------------------------------
Commodity Benefits
- ---------------------------- -----------------------------
Grain --> o More efficient single-line routing
options for Iowa grain and corn
o to destination markets in
Illinois, Tennessee, Mississippi
and Louisiana
o to West, Southwest and Pacific
Northwest
o Corn and grain shipments to
Tennessee and the Gulf can avoid
Chicago congestion -- more
efficient routes on BNSF lines
o Better access for BNSF served
shippers to Michigan and Eastern
Canada
Food Products --> o More efficient routes for soybeans
from Iowa to customers in Southeast
and Gulf Coast
o Food products on CN-IC lines have
single-line coordinated services
to Southwest and Western U.S.
o Improved connection from Dubuque,
Iowa to food processors in Decatur,
Illinois
o Single-line service for soybean
products and corn syrup to move
from points on CN-IC lines to the
Pacific Northwest
Fertilizers --> o Efficient new sourcing options for
farmers through direct access to
potash and fertilizers from Canada
-- a competitive alternative to
sources on CP-SOO lines
o Reduced transit times and improved
service cycles from Canada --
bypassing Chicago
<PAGE>
[CN LOGO]
Profile: Louisiana
- -------------------------------------------------------------------------------
Statistical Highlights
===============================================================================
Miles of railroad operated 500
Miles of shortline partners 48
Shortline partners Gloster Southern
New Orleans Public Belt
CN-IC employees 338
Employees annual earnings $16M
State taxes - Corporate $2.6M
CN-IC local purchases $2M
Annual capital investments $8M
Total annual carloads 255,000
(originated & terminated)
===============================================================================
Major Rail Customers
- --------------------
Archer Daniels Midland Co o 17% of all LA exports are
BASF Corp Chemical Div sold to Canada
Bordon Chemicals & Plastics
Bunge Corp Ltd o 17% of all LA exports are
Cargill Inc. sold to Canada
Crown Vantage
Dow Chemical Co
Exxon Corp [GRAPHIC OMITTED]
Fina Oil & Chemical Co [Map of Louisiana depicting rail routes of CN-IC
Formosa Plastics Corp (solid red line), BSNF (solid blue line) and
Gaylord Container Corp trackage rights of BSNF (broken blue line)]
Honeywell International Inc.
International Paper Co
Occidental Chemical Corp.
Shell Oil Co.
United Parcel Service Inc.
Weyerhaeuser Co.
Willamette Industries Inc.
Major Facilities
- ----------------
New Orleans Intermodal Terminal
Port Manhac Transload Center
Convent Dry Bulk Transit
<PAGE>
[CN LOGO]
CN-IC Track Record
- -------------------------------------------------------------------------------
North - South Trade Growing
Faster Than Economy
GRAPHIC OMITTED] - [Graph depicting the total trade with U.S. Growth Rate %
vs. GDP Growth Rate % from 1990 through 1998]
CN-IC Positioned to Support
North-South Trade Growth
[GRAPHIC OMITTED] - [Map of the United States and southern Canada depicting rail
routes and track rights]
Rates Have Declined Since 1981
As a Result of Staggers Act
[GRAPHIC OMITTED] - [Graph depicting a decline in Freight Revenue per RTM (in
U.S. Cents) as a result of the 1981 Staggers Act]
North American Rail
Competitiveness Supports
Economy
[GRAPHIC OMITTED] - [Graph depicting rail rates in U.S. cents per Ton-Kilometer
for Canada, U.S., Sweden, Netherlands, Italy, France, Austria, U.K., Germany and
Switzerland]
<PAGE>
[CN LOGO]
A New Railroad for a New Era
- -------------------------------------------------------------------------------
North American Railways, Inc. (NAR)
[GRAPHIC OMITTED]
[Map of Canada, the United States and Mexico depicting the rail routes for
Canadian National in red and Burlington Northern and Santa Fe in blue]
Global Benefits of Combination
------------------------------
o An extensive single-line service network and access to key markets
--> Multiple gateways to Mexican markets
[CN LOGO] --> Reduced transit times and better reliability
--> Unified information, enhanced tracking and tracing, simplified
billing and rating
--> New and greater efficiencies
--> Low risk
<PAGE>
[CN LOGO]
A Different Combination
- -------------------------------------------------------------------------------
What North American What North American
Railways, Inc. is... Railways, Inc. is NOT...
- -------------------- ------------------------
o Two efficient, service- --> o Not absorbing a weak
oriented railroads player
o Pro-Service / Pro- --> o Not eliminating a parallel
Competition competitor
o End-to-end combination --> o Not splitting an existing
railroad
o Same systems platform --> o Not a new IT system
o Preserving management and --> o Not eliminating key
culture personnel
<PAGE>
[CN LOGO]
Benefits for Louisiana Industries
- -------------------------------------------------------------------------------
CN-BNSF combination will provide enhanced competitive shipping options for
Louisiana customers
[GRAPHIC OMITTED]
[Map of Canada, the United States and Mexico depicting the benefits for
Louisiana Industries offered by CN-IC and BNSF combination routes]
(red line) ____ CN-IC Route
(blue line) ____ BNSF
[CN LOGO]
<PAGE>
[CN LOGO]
Benefits to Louisiana
- -------------------------------------------------------------------------------
Market Segments Benefits
- ---------------------------- -----------------------------
Chemicals --> o Improved single-line service
linking Louisiana Gulf producers
to other chemical production areas
in Western Canada, Michigan and
Eastern Canada
o Single-line service for Louisiana
Gulf producers to Southwest,
California and Mexico markets
o Expanded reach into U.S. Northeast
Forest Products --> o Louisiana reload centers and
producers located on CN lines
receive expanded single-line
service to Midwest destinations
o BNSF originated grain and other
agricultural products will benefit
from single-line and more efficient
routing to Louisiana for export
Intermodal --> o Single-line and more efficient
service linking Louisiana ports to
West Coast markets
Export --> o Port of New Orleans directly
accessed by more export sources
o Exports of Powder River Basin coal
via Louisiana
<PAGE>
[CN LOGO]
Profile: Michigan
- -------------------------------------------------------------------------------
Statistical Highlights
===============================================================================
Miles of railroad operated 645
Miles of shortline partners 1,114
Shortline partners Ann Arbor Railroad
Adrian & Blissfield
Central Michigan Railway Co.
Huron & Eastern Railway Co. Inc.
Indiana & Ohio Central Railroad Inc.
Lake State Railway Company
Mid-Michigan Railroad Inc.
Tuscola & Saginaw Bay Rwy Co. Inc.
CN-IC employees 1,709
Employees annual earnings $75M
State taxes - Corporate $4.6M
CN-IC local purchases $36M
Annual capital investments $35M
Total annual carloads 331,000
(originated & terminated)
===============================================================================
Major Rail Customers [GRAPHIC CAPTION]
- --------------------
American President Intermodal o 50% of all MI exports are
Bethlehem Steel destined for Canada
Board of Water & Light
Champion International
Consumers Energy
Detroit Edison
Dow Chemical
Ford Motor Co [GRAPHIC OMITTED]
General Motors [Map of Michigan depicting rail routes of CN]
Hapag Lloyd of America
Mazda North America
Rouge Steel
Major Facilities
- ----------------
Moterm Intermodal
Nolan Lumber Distribution Centre
Hamtramck Automotive
Michigan Zone Offices
Flat Rock switching yard
Battle Creek marshalling yard
Flint Shops
<PAGE>
[CN LOGO]
CN-IC Track Record
- -------------------------------------------------------------------------------
North - South Trade Growing
Faster Than Economy
Constant Dollar
Price in 1992 = 100
GRAPHIC OMITTED] - [Graph depicting the total trade with U.S. Growth Rate %
vs. GDP Growth Rate % from 1990 through 1998]
CN Positioned to Support
North-South Trade Growth
[GRAPHIC OMITTED] - [Map of Canada, the United States and Mexico depicting rail
routes and track rights]
Rates Have Declined Since 1981
As a Result of Staggers Act
[GRAPHIC OMITTED] - [Graph depicting a decline in Freight Revenue per RTM (in
U.S. Cents) as a result of the 1981 Staggers Act]
North American Rail
Competitiveness Supports
Economy
[GRAPHIC OMITTED] - [Graph depicting rail rates in U.S. cents per Ton-Kilometer
for Canada, U.S., Sweden, Netherlands, Italy, France, Austria, U.K., Germany and
Switzerland]
<PAGE>
[CN LOGO]
A New Railroad for a New Era
- -------------------------------------------------------------------------------
North American Railways, Inc. (NAR)
[GRAPHIC OMITTED]
[Map of Canada, the United States and Mexico depicting the rail routes for
Canadian National in red and Burlington Northern and Santa Fe in blue]
Global Benefits of Combination
------------------------------
o An extensive single-line service network and access to key markets
--> Multiple gateways to Mexican markets
[CN LOGO] --> Reduced transit times and better reliability
--> Unified information, enhanced tracking and tracing, simplified
billing and rating
--> New and greater efficiencies
--> Low risk
<PAGE>
[CN LOGO]
A Different Combination
- -------------------------------------------------------------------------------
What North American What North American
Railways, Inc. is... Railways, Inc. is NOT...
o Two efficient, service- --> o Not absorbing a weak
oriented railroads player
o Pro-Service / Pro- --> o Not eliminating a parallel
Competition competitor
o End-to-end combination --> o Not splitting an existing
railroad
o Same systems platform --> o Not a new IT system
o Preserving management and --> o Not eliminating key
culture personnel
<PAGE>
[CN LOGO]
Benefits for Michigan Industries
- -------------------------------------------------------------------------------
CN-BNSF combination enhances access for Michigan shippers to U.S. West, Gulf
Coast and Mexico
[GRAPHIC OMITTED]
[Map of the United States, Canada and Mexico depicting the benefits for
Michigan Industries offered by the combination of CN and BNSF routes]
(red line) ____ CN Route
(blue line) ____ BNSF
[CN LOGO]
<PAGE>
[CN LOGO]
Michigan Shippers Benefits From CN-BNSF Combination
- -------------------------------------------------------------------------------
Commodity Benefits
- ---------------------------- -----------------------------
Automotive --> o Single-line integrated rail service
from Michigan automotive plants to
Southwest, Pacific Northwest and
California
o Coordinated, single-line service
for autoparts to/from Mexico and
Michigan
Intermodal --> o Direct, integrated intermodal
train service between Detroit and
Dallas, Los Angeles, Minneapolis/
St. Paul, Seattle/Tacoma
o New RoadRailer service between
Toronto/Montreal - Detroit/Chicago
and West Coast
o Potential for expanded intermodal
facilities in Detroit
Chemicals --> o Direct single-line access for Dow
Chemicals and plastics to Texas
and West Coast
o Enhanced sourcing options between
Texas and Louisiana Gulf Coast
chemical producers
Coal --> o Michigan utilities gain direct rail
access to Powder River Basil coal
Steel --> o Potential sheet steel export to
Mexico Automotive industry
<PAGE>
[CN LOGO]
Profile: Mississippi
- --------------------------------------------------------------------------------
Statistical Highlights
================================================================================
Miles of railroad operated 1200
Miles of shortline partners 792
Shortline partners Columbus & Greenville
Gloster Southern
MidSouth Corporation
Mississippi Delta
Mississippi Export
Mississippi & Skuna Valley
Old Augusta
CN-IC employees 525
Employees annual earnings $42M
State taxes - Corporate $4.6M
CN-IC local purchases $15M
Annual capital investments $22M
Total annual carloads 195,000
(originated & terminated)
================================================================================
[GRAPHIC CAPTION]
Major Rail Customers o 35% of all MS exports are sold to
- ----------------------------------- Canada
Bethlehem Steel Corp
Bunge Corp Ltd. o 35% of all MS exports are sold to
Charles Donald Pulpwood Inc. Canada
Choctaw Maid Farms Inc.
Fly Timber Co Inc.
Georgia Pacific Corp
Honda of America
International Paper Co
Mississippi Chemical Corp [GRAPHIC OMITTED]
Mississippi Power Co
Mississippi River Corp [Map of Mississippi depicting the rail routes
New South Inc. of CN-IC, BNSF, BNSF Trackage on UP and
Sanderson Farms Inc. KCS]
Tyson Foods Inc.
United Parcel Service
Weyerhaeuser Co. [GRAPHIC CAPTION]
(red line) _______ CN-IC
Major Facilities (blue line) _______ BNSF
- ----------------------------------- (dashed blue line) ------- BNSF Trackage
Canada on UP
Jackson Automotive (green line) _______ KCS
Jackson Intermodal
Jackson Classification Yard
McComb Transload/Forest Products
================================================================================
<PAGE>
[CN LOGO]
CN Track Record
- --------------------------------------------------------------------------------
North - South Trade Growing
Faster Than Economy
Constant Dollar
Price in 1992 = 100
GRAPHIC OMITTED] - [Graph depicting the total trade with U.S. Growth Rate %
vs. GDP Growth Rate % from 1990 through 1998]
CN Positioned to Support
North-South Trade Growth
[GRAPHIC OMITTED] - [Map of Canada, the United States and Mexico depicting rail
routes and track rights]
Rates Have Declined Since 1981
As a Result of Staggers Act
[GRAPHIC OMITTED] - [Graph depicting a decline in Freight Revenue per RTM (in
U.S. Cents) as a result of the 1981 Staggers Act]
North American Rail
Competitiveness Supports
Economy
[GRAPHIC OMITTED] - [Graph depicting rail rates in U.S. cents per Ton-Kilometer
for Canada, U.S., Sweden, Netherlands, Italy, France, Austria, U.K., Germany and
Switzerland]
<PAGE>
[CN LOGO]
A New Railroad for a New Era
- --------------------------------------------------------------------------------
North American Railways, Inc. (NAR)
[GRAPHIC OMITTED]
[Map of Canada, the United States and Mexico depicting the rail routes of CN
(red line) and BNSF (blue line)
[CN LOGO]
Global Benefits of Combination
- -----------------------------------
o An extensive single-line service network and access to key markets
--> Multiple gateways to Mexican markets
--> Reduced transit times and better reliability
--> Unified information, enhanced tracking and tracing, simplified
billing and rating
--> New and greater efficiencies
--> Low risk
<PAGE>
[CN LOGO]
A Different Combination
- --------------------------------------------------------------------------------
What North American What North American
Railways, Inc. is... Railways, Inc. is NOT...
- ----------------------------------- ----------------------------------------
o Two efficient, service- --> o Not absorbing a weak
oriented railroads player
o Pro-Service / Pro- --> o Not eliminating a
Competition parallel competitor
o End-to-end --> o Not splitting an
combination existing railroad
o Same systems platform --> o Not a new IT system
o Preserving management --> o Not eliminating key
and culture personnel
<PAGE>
[CN LOGO]
Benefits for Mississippi Industries
- --------------------------------------------------------------------------------
[GRAPHIC OMITTED]
[Map of Canada, the United States and Mexico depicting benefits to Mississippi
industries from the CN-BNSF combination rail routes]
(red line) ____ CN Route
(blue line) ____ BNSF
[CN LOGO]
<PAGE>
[CN LOGO]
Mississippi Customer Benefits From CN-BNSF Combination
- --------------------------------------------------------------------------------
Forest Products --> o Single-line service and coordinated rail
service from Mississippi to Southwest and
California markets
o Expanded service offerings will advantage distributors
Coal --> o Mississippi utilities gain direct rail access to
Powder River Basin coal
Grain --> o Efficient new sourcing options for processors and feed
mills through direct access to U.S. North Central grain
production region
Chemicals --> o Improved access to Southwestern chemical suppliers for
consumers in Mississippi
o Single-line service for Mississippi producers to markets
in U.S. West
Intermodal --> o Single-line and coordinated service to West Coast and
ports
o Better access to U.S. Southwest and Mexican markets
<PAGE>
[CN LOGO]
Profile: Tennessee
- -------------------------------------------------------------------------------
Statistical Highlights
===============================================================================
Miles of railroad operated 390
Miles of shortline partners 41
Shortline partners Tennken Railroad
CN employees (average for 1999) 504
Employees annual earnings $19M
Provincial taxes - Corporate $2.1M
CN local purchases $21M
Annual capital investments $7.2M
Total annual carloads 144,000
(originated & terminated)
===============================================================================
Major Rail Customers
- --------------------
Birmingham Steel Corp o 26% of all TN exports are
Cargill Inc. sold to Canada
Chevron USA Inc.
Dupont o 26% of all TN exports are
Eastman Kodak Co. sold to Canada
Evergreen America Corp
General Motors Corp
Hub City Terminals Inc. [GRAPHIC OMITTED]
JB Hunt Transport Inc. [Map of Tenessee depicting rail routes of CN-IC
Lykes Lines Ltd (solid red line), BSNF (solid blue line) and
Mark VII Transportation Co trackage rights of BSNF (broken blue line)]
PCS Nitrogen
Schneider National Inc.
Seal Land Service Inc.
United Parcel Service Inc.
World Color
Major Facilities
- ----------------
Johnston Yard Intermodal,
Merchandise & Transloading
<PAGE>
[CN LOGO]
CN-IC Track Record
- -------------------------------------------------------------------------------
North - South Trade Growing
Faster Than Economy
GRAPHIC OMITTED] - [Graph depicting the total trade with U.S. Growth Rate %
vs. GDP Growth Rate % from 1990 through 1998]
CN-IC Positioned to Support
North-South Trade Growth
[GRAPHIC OMITTED] - [Map of the United States and southern Canada depicting rail
routes and track rights]
Rates Have Declined Since 1981
As a Result of Staggers Act
[GRAPHIC OMITTED] - [Graph depicting a decline in Freight Revenue per RTM (in
U.S. Cents) as a result of the 1981 Staggers Act]
North American Rail
Competitiveness Supports
Economy
[GRAPHIC OMITTED] - [Graph depicting rail rates in U.S. cents per Ton-Kilometer
for Canada, U.S., Sweden, Netherlands, Italy, France, Austria, U.K., Germany and
Switzerland]
<PAGE>
[CN LOGO]
A New Railroad for a New Era
- -------------------------------------------------------------------------------
North American Railways, Inc. (NAR)
[GRAPHIC OMITTED]
[Map of Canada, the United States and Mexico depicting the rail routes for
Canadian National in red and Burlington Northern and Santa Fe in blue]
Global Benefits of Combination
------------------------------
o An extensive single-line service network and access to key markets
--> Multiple gateways to Mexican markets
[CN LOGO] --> Reduced transit times and better reliability
--> Unified information, enhanced tracking and tracing, simplified
billing and rating
--> New and greater efficiencies
--> Low risk
o An extensive single-line service network and access to key markets
<PAGE>
[CN LOGO]
A Different Combination
- -------------------------------------------------------------------------------
What North American What North American
Railways, Inc. is... Railways, Inc. is NOT...
- -------------------- ------------------------
o Two efficient, service- --> o Not absorbing a weak
oriented railroads player
o Pro-Service / Pro- --> o Not eliminating a parallel
Competition competitor
o End-to-end combination --> o Not splitting an existing
railroad
o Same systems platform --> o Not a new IT system
o Preserving management and --> o Not eliminating key
culture personnel
<PAGE>
[CN LOGO]
Benefits for Tennessee Industries
- -------------------------------------------------------------------------------
CN-BNSF combination will improve rail/truck transload facilities enhancing
Memphis' role as an important distribution center
[GRAPHIC OMITTED]
[Map of Canada, the United States and Mexico depicting the benefits for
Tenessee Industries offered by the combination CN-IC and BNSF routes]
(red line) ____ CN-IC Route
(blue line) ____ BSNF
[CN LOGO]
<PAGE>
[CN LOGO]
Tennessee Customer Benefits From CN-BNSF Combination
- -------------------------------------------------------------------------------
o Increased investment in Memphis rail facilities will provide stronger
competitive options for Tennessee and regional industry
Rail Facility Benefits
- ---------------------------- -----------------------------
Intermodal --> o Combined intermodal terminal
operations provide economies of
scale that enhance competitiveness
of intermodal rail service
Transload Facilities --> o Expanded facilities for rail /
truck transload operations will
increase for industries situated
near Memphis
-> Lumber
-> Panels
-> Paper
-> Steel
-> Plastics
Automotive --> o Direct seamless rail service from
Michigan and Ontario automotive
plants to BNSF served distribution
facility provide transit
efficiencies
<PAGE>
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[Events Calendar]
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[Key Facts]
[Questions and Answers]
[Speeches and Presentations]
[CN Information and Biographies]
[BNSF Information and Biographies]
[Regional Benefits]
[Events Calendar]
Events Calendar
December 20, CN & BNSF announce intention to combine
1999
March 7-10, 2000 STB holds special hearing on the future
of rail consolidations
March 17, 2000 STB issues a decision directing Class 1
railroads to suspend activity relating to
any railroad transaction that would be
categorized as a major transaction, for
15 months
March 17, 2000 CN & BNSF appeal the decision
April 19, 2000 CN holds Annual Meeting of Shareholders
(c) 2000, Canadian National Railway Company
Legal Terms and Conditions
<PAGE>
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 website, www.sec.gov, or the
website 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.
