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Filing under Rule 425 under the Securities Act of 1933
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Filer: Burlington Northern Santa Fe Corporation
Companies that are the subject of the filing:
Canadian National Railway Company
North American Railways, Inc.
Registration Statement No. 333-94397
BNSF and CN Proposed Combination
Xxxx, 2000
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North American Railways, Inc.
[CN LOGO APPEARS HERE] [BNSF LOGO APPEARS HERE]
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[CN LOGO APPEARS HERE] [BNSF LOGO APPEARS HERE]
CANADIAN NATIONAL AND BURLINGTON NORTHERN SANTA FE
CREATE THE LEADING NORTH AMERICAN RAILROAD
Shippers to Benefit From Extended Single-Line Service
MONTREAL and FORT WORTH, Texas, December 20, 1999 - Canadian National Railway
Company (TSE:CNR; NYSE:CNI) ("CN") and Burlington Northern Santa Fe Corporation
(NYSE:BNI) ("BNSF") today announced that their boards of directors have approved
a definitive agreement to combine their businesses. The end-to-end combination
creates North America's largest railroad and will offer shippers substantially
enhanced single-line service. Combined, the companies currently operate about
50,000 route-miles of track, employ about 67,000 people and have combined
revenues of approximately US$12.5 billion (Cdn$18.5 billion).
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North American Railways, Inc.
Complementary Networks with Superior Reach and Strong Franchise
[MAP OF UNITED STATES APPEARS HERE]
[MAP LEGEND APPEARS HERE]
[CN LOGO APPEARS HERE] [BNSF LOGO APPEARS HERE]
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Reasons for Combination
. Complementary strengths - BNSF/CN networks align well
. Offers customers North America's most extensive single-line network
. Creates new single-line north/south transportation routes
. Seamless service best way to address interchange issues
. Offers high quality, efficient service with low integration risk
. Creates long-term value for customers and shareholders
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Why Now?
. North American economies integrating and trans-border trade growing
. Shippers demanding integrated North American transportation services
. Trucking industry already fully integrated
. Bringing together two highly successful railroads
. Unites the most efficient Canadian railroad with the most efficient railroad
in the United States
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How Will Our Customers Benefit?
. More efficient, single-line routes
. Access to new markets
. Improved transit times and reliability
. Greater capacity in congested areas
. Seamless network minimizes interchanges
. Improved asset utilization
. Links production and consumption regions
. Simplified billing and rates
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More Efficient Single Line Routes
Expanded Network Reach
[MAP OF UNITES STATES APPEARS HERE]
Enhances access to
North American Ports
Enhances access
to Mexico [MAP LEGEND APPEARS HERE]
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Access to New Markets
New Corridors Created
[MAP OF UNITED STATES APPEARS HERE]
Western Canada and
Western U.S. (15 Corridor)
Western Canada and
Southwest U.S. and Mexico
Central Canada to South
Texas and Mexico
Eastern Canada and
Western U.S.
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Customer Benefits
Forest Products
. New routes to move particle board and plywood between Southeastern and
southwestern U.S. and California
. Expanded U.S. West Coast market for southern yellow pine and Canadian
dimensional lumber
. BNSF shippers have improved single-line access to southern U.S. particle
board production and eastern Canadian newsprint and printing paper production
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Customer Benefits
Chemicals, Petroleum and Sulfur
. New competitive alternative for chemical plants and access to additional
markets
. Increased single-line options for Gulf Coast producers
. Connects Gulf Coast, Alberta and Sarnia, Ontario production regions
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Customer Benefits
Metals and Minerals
. Single-line access to major metal producing areas in U.S. Midwest and eastern
Canada
. Enhanced reload network
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Customer Benefits
Fertilizers
. U.S. Midwest and western farmers have single line access to all Saskatchewan
potash mines
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Customer Benefits
Grain
. Improved access to export outlets in New Orleans
. Improved market access into U.S. for malting barley and canola
. Illinois and Indiana corn and feed products producers access new processing
facilities and ports, e.g., Missouri and Arkansas
. Midwest corn, soybean and grain products producers on CN's former IC routes
have improved access to U.S. West Coast
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Customer Benefits
Coal
. Cleaner-burning, low-sulfur PRB coal into additional utilities and transfer
facilities in the U.S.
. PRB coal to plants in Saskatchewan, Manitoba and Ontario
. Blend PRB coal with Canadian coal for export
. Expanded opportunities for Illinois producers
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Customer Benefits
Automotive
. Connects key automotive manufacturer's plants in Michigan, Ohio and Southern
Ontario and southwestern Quebec to the U.S. southwest, West Coast and Mexico
. Links Mexican and Canadian/Michigan parts and finished vehicle assembly
plants
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Customer Benefits
Intermodal
. Links to CN terminals with BNSF on-line system hub centers across North
America
. Single-line service between Buffalo, Detroit, Montreal and Toronto and U.S.
southwest, West Coast and Mexico
. Links Midwest and eastern Canadian markets to West Coast and Gulf ports
. Links BNSF shippers to ports in eastern Canada
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[CN LOGO APPEARS HERE] [BNSF LOGO APPEARS HERE]
. Route Miles: 16,500 . Route Miles: 33,500
. Employees: 23,500 . Employees: 43,500
North American Railways, Inc.
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. Route Miles: 50,000
. Employees: 67,000
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Traffic Mix
Well-Balanced Portfolio
CN
1998 Revenue - U.S.$3.5B (Cdn $5.2B)
[CHART APPEARS HERE]
Automotive 8%
Coal 10% BNSF - CN
Intermodal 16% 1998 Pro Forma Revenue
Grain 16% U.S.$12.4B (Cdn $18.5B)
Merchandise 50%
[CHART APPEARS HERE]
Intermodal 24%
Automotive 5%
BNSF Merchandise 35%
1998 Revenue - U.S.$8.9B (CDN $13.2B) Grain 15%
Coal 21%
[CHART APPEARS HERE]
Automotive 5%
Grain 14%
Intermodal 27%
Merchandise 29%
Coal 25%
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Smooth Low-Risk Implementation
A Combination Unlike Past Rail Mergers
. Two efficient, service oriented rail carriers
. End-to-end combination
. No financial burden
. Identical information technology systems
. Experienced leadership
. Successful past merger implementations
. Competition enhanced
. Structure preserves each company's culture
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Experienced Leadership
. Implementation Team
. Rob Krebs - Chairman
. Paul Tellier - President and CEO
. Hunter Harrison - COO
. Tom Hund - CFO
. Matt Rose - BNSF President and CEO
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Revenue Efficiencies
. Increase in general traffic from
wide customer base
Service . More fluid east/west traffic
Improvements through elimination of
interchanges
. Truck-competitive service
Increases in . New north/south corridor
Traffic . Automotive, chemicals and forest
products
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Cost Efficiencies
Locomotive and . Asset efficiencies
Car Fleet . Best Practices
Purchasing . Joint procurement
. Pricing leverage
G&A . Information technology and back
shop consolidation
Transportation . Complementary network
. Best Practices
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Roadmap to Completion
Key Activities Timeframe
Announcement . December 20, 1999
SEC Proxy Filing . Jan 11, 2000
STB Filing Application . Spring 2000
Shareholder Votes . Spring 2000
STB Approval Process . Prior mergers suggest up to
sixteen months from date of
announcement
Closing . Mid 2001
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What Customers Are Saying
"We would have better market coverage with a single carrier group."
--leading drug store chain
"We like the idea of a direct route from Central Canada and the upper Midwest to
the Gulf and West Coasts."
--major construction and farm equipment manufacturer
"This provides us the ability to expand marketing opportunities."
--farmers coop
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What Customers Are Saying
"More creative north-south trade may be possible"
--leading food producer
"This is big news and could help in terms of Canadian shipments to mills in the
U.S."
--large forest products company
"This presents a good opportunity for new market expansion."
--leading intermodal marketing company
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What Customers Are Saying
"This gives us more outbound markets from a single source."
--major retailer
"The proposed combination could have positive impacts on equipment utilization
and supply."
--major mining company
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A New Railroad for a New Era
[MAP OF UNITED STATES APPEARS HERE]
[MAP LEGEND APPEARS HERE]
[CN LOGO APPEARS HERE] [BNSF LOGO APPEARS HERE]
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North American Railways, Inc.
[CN LOGO APPEARS HERE] [BURLINGTON NORTHERN RAILWAY
LOGO APPEARS HERE]
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Any statements in this presentation concerning future economic performance or
business outlook, predictions or expectations of financial or operational
results or synergies, and other expressions as to matters which are not
historical facts, are "forward-looking statements" within the meaning of the
federal securities laws. Forward-looking statements involve a number of risks
and uncertainties that could cause actual results to differ materially from
those projected in those statements. Important factors that could cause such
differences include, but are not limited to, general economic downturns, which
may limit demand and pricing; changes in fuel prices; labor matters and
stoppages, which may affect the costs and feasibility of operations; competition
and commodity concentrations, which may affect traffic and pricing levels;
severe weather conditions and natural occurrences such as floods and
earthquakes; regulatory and political developments, including the process of, or
conditions imposed in connection with, obtaining regulatory and Canadian court
approvals for the proposed combination with Canadian National Railway Company
(CN); and the ability of the combined companies to realize the synergies
expected as a result of the proposed combination. The Company assumes no
obligation to update forward-looking information to reflect actual results or
changed assumptions or other factors. We refer you to the documents that BNSF
files from time to time with the U.S. Securities and Exchange Commission (SEC),
such as reports on Form 10-K, Form 10-Q, and Form 8-K, and the registration
statement for the securities to be issued in the proposed combination that has
been filed by North American Railways, Inc. and CN referred to in the following
paragraph (and in particular to "Cautionary Statement Concerning Forward-Looking
Statements" and "Risk Factors" in the registration statement), which contain
additional important factors that could cause results to differ from current
expectations and the forward-looking statements contained in this presentation.
North American Railways, Inc., and CN have filed a registration statement on
Form F-4/ S-4 with the 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. For information concerning
participants in BNSF's solicitation of proxies for approval of the combination,
see "Certain Information Concerning Participants" filed by BNSF under SEC Rule
14a-12.
