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] News
North America's Railroad FOR IMMEDIATE RELEASE
Stock symbols: TSE: CNR / NYSE: CNI
www.cn.ca
Canadian National urges U.S. regulator
to refine public interest standards for railroad mergers
to foster improved rail efficiency and service
MONTREAL, May 16, 2000 -- Canadian National said today the United States
Surface Transportation Board (STB) should focus its public interest test for
rail mergers on the mergers' capacity to create better service in affected
markets.
CN, in applauding the STB's desire to raise service requirements in rail
mergers, urged the agency to alter the scope of its advance notice of proposed
rulemaking regarding major rail consolidation procedures.
CN said in a submission to the agency that the STB should examine its merger
rules separate and apart from broader, industry-wide issues such as the
desirability of two east-west U.S. transcontinental railroads, access to
shippers exclusively served by one railroad, and short-line-major railroad
relationships. Issues of industry-wide import should be examined in a separate,
but concurrent, review proceeding, CN said.
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CN said the agency should enact any new guidelines by November 2000, rather
than at the end of the 15-month schedule adopted by the agency. During its
15-month rulemaking proceeding, announced March 17, 2000, the STB has imposed a
"moratorium" on processing any new rail merger applications.
CN and Burlington Northern Santa Fe Corporation (BNSF) are challenging the
legality of the STB's rail merger moratorium in the United States Court of
Appeals for the District of Columbia Circuit. The moratorium has blocked them
from filing a common control application with the STB, as CN and BNSF believe
they are entitled to do under applicable law.
CN, among its recommendations, urged the STB to:
o Adopt an overall policy recognizing that rail mergers present continuing
opportunities to increase the efficiency of the North American rail
network, including the quality of service. End-to-end mergers can
generate economies of scale, route optimization, and increased
equipment utilization. The board, moreover, has long recognized that
such mergers improve service and increase effective capacity;
o Safeguard rail service in mergers. The STB should require applicants to
submit a service integration plan designed to ensure that
implementation of their transaction will not cause service disruption;
examine the financial ability of the carriers involved to acquire new,
and to utilize existing, infrastructure and capacity and to respond
quickly to service problems that require additional financial
resources; and determine whether either railroad proposing to combine
is still suffering from any service problems associated with earlier
consolidations;
<PAGE>
o Consider initiating immediately, in parallel with the merger rulemaking,
an expedited informational proceeding designed, not to generate rules
or guidelines, but to identify the issues, information and analysis
that could be brought to bear if, and when, the STB is presented with a
specific proposal for a merger between a U.S. western and eastern
railroad;
o Consider certain "downstream effects" of a rail merger on other existing
railroads, for example, to ensure the continuation of essential
services. With respect to other rail transactions, the STB should
maintain its present "one case at a time" approach, under which the
agency, in deciding whether a merger is consistent with the public
interest, judges it on its own merits. Any consideration of downstream
transactions - mergers announced by railroads in response to a rail
merger application filed with the STB -- would entail huge costs,
present intractable analytical issues and produce flawed
decision-making by the STB. In any event, the board should not permit
consideration of an announced downstream transaction to jeopardize
statutory deadlines for a merger proceeding that is underway;
o Encourage mergers that are win/win for all rail constituencies,
including rail labor. The issue of override of collective bargaining
agreements - so-called "cram down" - should be addressed by labor and
management in the context of bargaining. If the STB were to recommend
that the U.S. Congress eliminate statutory override, CN would be
agreeable to such a recommendation in principle.
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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.
Comprehensive information about the CN/BNSF combination and the carriers'
service guarantees is available at a new Web site, www.cn-bnsfcombination.com.
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.
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.
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 Web site, or the Web site of the
Canadian Securities Administrators. 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.
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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.
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Contact: Mark Hallman
System Director, Media Relations
(416) 217-6390
