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Filing under Rule 425
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Filer: Burlington Northern Santa Fe Corporation
Companies that are subject to the filing:
Canadian National Railway Company
North American Railways, Inc.
Registration Statement No. 333-94397
[BNSF LOGO] NEWS
Contact: Richard Russack FOR IMMEDIATE RELEASE
(817) 352-6425
BNSF Urges STB To Reject All Requests for Merger Moratorium
And Seeks Timely Consideration, On the Merits,
of Proposed Combination with CN
FORT WORTH, Texas, March 14, 2000 - Burlington Northern Santa Fe
Corporation (NYSE: BNI) (BNSF) today filed with the Surface Transportation Board
(STB) a request that the STB deny a petition to adopt a new regulation that
would "prohibit the filing of a merger application among two or more Class 1
railroads until at least 36 months have passed since the implementation of a
previous merger of Class 1 railroads."
In its filing, BNSF said the written statements and testimony presented
last week in STB's Ex Parte 582 hearings, "clearly demonstrate that the proposed
combination of BNSF and CN (Canadian National Railway Company) has significant
support from many of the participating shippers and communities who would be
most directly affected by the combination. These parties and short-line
railroads presented statements on the concrete benefits that a timely-
implemented BNSF/CN combination would bring. The record also documents that
there is no consensus on the need for, or desirability of, a moratorium, with
far fewer than half of all commenters during the hearing supporting this radical
change in STB policy.
"The record further reveals that the U.S. Department of Transportation
opposes a moratorium, while the financial community and prominent economists
believe that a moratorium on mergers and combinations of Class 1 railroads would
not be in the public interest, would itself constitute unwarranted re-
regulation, would introduce new regulatory uncertainty, would harm competition
in the railroad industry, and would reduce the ability of the railroad industry
to attract the capital necessary to invest in infrastructure and improve service
to customers."
In concluding today's filing, BNSF said, "As noted during the closing
comments (March 10, 2000) of the Board (STB) members, a decision not to decide
is, in fact, a decision to deny the proposal without a hearing and without the
facts. BNSF asks for its statutory right to present, along with CN, its proposed
combination for a decision on the merits by the Board."
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BNSF Files Request With STB/ Page Two
BNSF said its transaction gives the STB a vehicle to address shippers'
concerns about the current environment in the context of a specific case.
Further, a regulatory change would deny BNSF and CN the opportunity to make
their case to their shippers, their shareholders, the financial community and
the Board. "The denial of the opportunity to be heard is a denial of fundamental
fairness, due process, and the right to a timely hearing. Sound public policy
and the law obligate the STB to permit BNSF and CN to file their application.
"BNSF recommends that the STB establish new ground rules for evaluation of
any future merger plans to ensure that the combining railroads do not currently
have their own serious service problems and are not likely to have service
problems after combining; that they have the financial strength to implement
their plans and to continue investing in necessary infrastructure; and that they
are not likely to cause operating problems for other railroads or otherwise
produce other unacceptable downstream effects. BNSF expects to be able to
address these issues fully in its application and the associated proceedings."
BNSF and CN announced their proposed combination through a new company,
North American Railways, Inc., on December 20, 1999. The new combination will
offer North American shippers greatly expanded single-line service options and
gateway choices. BNSF and CN will guarantee shippers existing or better rail
service over their railroads after they have combined, and will also guarantee
route options for shippers. Both railroads provide the best service in the rail
industry today. They have filed a petition with the STB seeking a 365-day
schedule for the agency's review of their proposed business combination.
Through its subsidiary, The Burlington Northern and Santa Fe Railway, BNSF
operates one of the largest rail networks in North America, with 33,500 route
miles of track covering 28 states and two Canadian provinces.
# # #
North American Railways 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. This filing also includes the 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 the companies 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 the companies on Forms 10-K, 10-Q
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and 8-K may be obtained for free from our Corporate Secretary's office, 817-352-
6856.
