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
[GRAPHIC OMITTED - CN LOGO] [GRAPHIC OMITTED - BNSF LOGO]
FOR IMMEDIATE RELEASE
CN AND BNSF GUARANTEE SHIPPERS EQUAL OR BETTER RAIL SERVICE
AND ROUTE OPTIONS AFTER COMBINATION TAKES EFFECT
CN AND BNSF TODAY PROVIDE RAIL INDUSTRY'S BEST SERVICE
MONTREAL and FORT WORTH, Texas, Feb. 14, 2000 -- Canadian National Railway
Company (TSE: CNR; NYSE: CNI) ("CN") and Burlington Northern Santa Fe
Corporation (NYSE: BNI) ("BNSF") said today they will guarantee shippers equal
or better rail service over their railroads after they are combined. Today, CN
and BNSF provide the best service in the rail industry.
In addition, CN and BNSF will guarantee route options for shippers. This means
existing gateways will remain open after the proposed combination is effective,
and a rail alternative will be assured for the very few shippers who would
otherwise have one rather than two railroads to use after the combination takes
effect.
BNSF and CN have outlined the guarantees in a letter to their customers.
"These guarantees are unprecedented in the North American railroad industry,"
said BNSF Chairman and Chief Executive Officer Robert D. Krebs and CN President
and Chief Executive Officer Paul M. Tellier. "They reflect our confidence that
the combination of CN and BNSF will set a new standard for rail service and
competition. If our performance doesn't measure up, we'll make it right in a way
that's right for our shippers.
"We have been meeting with our customers to discuss the CN/BNSF combination, and
we've heard the message loud and clear - they do not want service problems or
the loss of route options such as those that followed the Union Pacific-Southern
Pacific merger and the break-up of Conrail. CN and BNSF are the service leaders
in the rail industry today, and we're sure the CN/BNSF combination will meet or
exceed our current service levels. That's why we'll guarantee service levels and
route options for our customers."
<PAGE>
- 2 -
CN and BNSF announced their proposed combination through a new company, North
American Railways, Inc., on Dec. 20, 1999. The combination will create a rail
system stretching 50,000 route miles, linking eight Canadian provinces and 33
states in the western and central United States, and employing 67,000 people.
The combined system will offer North American rail shippers greatly expanded
single-line service options and gateway choices; a coordinated marketing plan;
reduced transit times; enhanced reliability; unified customer service
information, including easier tracking, tracing and ordering; simplified
billing; greater capacity; and improved asset utilization.
CN and BNSF have filed a petition with the United States Surface Transportation
Board (STB) proposing a 365-day schedule for the agency's review of their
proposed business combination.
The two railroads will file as soon as practicable after March 20, 2000, a joint
application seeking STB Board approval of their combination.
Through its subsidiary, The Burlington Northern and Santa Fe Railway Company,
BNSF, headquartered in Fort Worth, Texas, operates one of the largest rail
networks in North America, with 33,500 route miles of track covering 28 states
and two Canadian provinces.
Canadian National Railway Company spans Canada and mid-America, from the
Atlantic and Pacific oceans to the Gulf of Mexico, serving the ports of
Vancouver, Prince Rupert, B.C., Montreal, Halifax, New Orleans, and Mobile,
Ala., and the key cities of Toronto, Buffalo, Chicago, Detroit, Memphis, St.
Louis, and Jackson, Miss., with connections to all points in North America.
CN and North American Railways, Inc. have filed a registration statement on Form
F-4/S-4 with the United States Securities and Exchange Commission (SEC) in
connection with the securities to be issued in the combination. The registration
statement has not been declared effective. This filing also includes the
preliminary proxy statement for the shareholders' meetings to be held for
approval of the combination. Investors should read this document and other
documents filed with the SEC by CN, BNSF and North American Railways, Inc. about
the combination because they contain important information. These documents may
be obtained for free at the SEC's Web site, WWW.SEC.GOV. Other filings made by
CN on Forms 40-F and 6-K may be obtained for free from the CN Corporate
Secretary's office at (514) 399-6569. Other filings made by BNSF on Forms 10-K,
10-Q and 8-K may be obtained for free from the BNSF Corporate Secretary's office
at (817) 352-6856. For information concerning participants in CN's solicitation
of proxies for approval of the combination, see "Certain Information Concerning
Participants" filed by CN under Rule 14a-12. For information concerning
participants in BNSF's solicitation of proxies for approval of the combination,
see "Certain Information Concerning Participants" filed by BNSF on Schedule 14A
under Rule 14a-12.
# # #
Contact for CN: Contact for BNSF:
Mark Hallman Richard Russack
(416) 217-6390 (817) 352-6425
-----------------
Investors are urged to read the joint proxy statement/circular/prospectus
related to the CN/BNSF combination that was filed with the United States
Securities and Exchange Commission (SEC) on Form F-4, together with any
amendments to it, as it contains important information. Investors can obtain
this and any other documents filed with the SEC without charge at the Internet
web site of the SEC (www.sec.gov). Other filings made by CN on Forms 40-F and
6-K may be obtained for free from the CN Corporate Secretary's office at (514)
399-6569. Other filings made by BNSF on Forms 10-K, 10-Q and 8-K may be obtained
for free from the BNSF Corporate Secretary's office at (817) 352-6856. For
information concerning participants in CN's solicitation of proxies for approval
of the combination, see "Certain Information Concerning Participants" filed by
CN under Rule 14a-12.
