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Filing under Rule 425
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Filer: Burlington Northern Santa Fe Corporation
Companies that are the 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
Statement From Matthew K. Rose
President and Chief Operating Officer
Burlington Northern Santa Fe Corporation
Washington, D.C., March 8, 2000 - Rail customers, short lines and others
testifying at the Surface Transportation Board's (STB) hearing today continued
to support an STB review, without delay, of the filing of the application by
Burlington Northern Santa Fe Corporation (BNSF) and Canadian National Railway
Company (CN) to combine their companies, Matthew K. Rose, BNSF President and
Chief Operating Officer, pointed out following the second day of a four-day
hearing on the present and future structure of the railroad industry.
. Ray C. Dillon of Gaylord Container Corporation said, "In our view the
Board should follow its normal course of action and accept the
application and consider the application to merge these two railroads
on the record which is established, rather than on rhetoric and
advertising. This hearing should take place in the normal time frame
used by the Board for these types of mergers. If the benefits of this
combination are as claimed by BNSF and CN they should be made
available to the shippers and industry as soon as the Board's rules
permit."
. Steven S. Hoth of Iowa's Burlington Junction Railroad said, "The
future of the short line industry depends on an efficient and viable
connection to the North American railroad system. The proposed BNSF
and CN combination will accomplish this result. I [would] strongly
support this application, as the combined company will create a rail
network that offers significant opportunities for service improvement
and efficiencies. I urge the STB to deal with the proposed
combination of BNSF and CN under the rules that previous mergers have
been handled."
. Roger D. Bell of CAGY Industries Inc., owner of three short line
railroads, said the CN/BNSF combination "will give numerous shippers
and communities on the Columbus and Greenville Railway and throughout
a significant portion of Mississippi more efficient access to some of
the longest single-line service in North America. While I will not
try to predict whether this combination will suffer the same kind of
service problems that some of the other Class I mergers have
experienced, the C&G has been through both the Burlington
Northern/Santa Fe merger and the Canadian National/Illinois Central
merger and both of those mergers were undertaken with no service
problems to this railroad or its customers. My opinion is that the
process of the CN/BNSF should not be delayed based on whether or not
other combinations have had problems or the difficulty they have had,
or are having, in working out their problems."
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Matthew K. Rose Statement/Page Two
. Haddon Allen of R.R. Donnelly Logistics Services said, "It is our
view as a major user of rail services that regardless of public
benefits, we want service after a merger to be as good as or better
than the service we received before the merger. Given the guarantees
that BNSF and CN are committing to, we think the Board should give
them the opportunity without any delay to try to make their case at
the Board. Because this combination seems to be very much like the
CN/IC merger, essentially end to end, with the two railroads linking
up at specific points, we believe that their guarantee is a sign of
their commitment to provide equal or better service after the
combination is approved."
. J. Reilly McCarren of Wisconsin Central System said, "While the pace
of consolidation and the ultimate network design are appropriate
subjects for this hearing, the proposed BNSF - CN merger should be
heard and judged on its own merits. Given BNSF and CN's positive
response to preserving the viability of short haul rail service,
Wisconsin Central supports that consolidation as being in the best
long-term interest of railroad customers, our industry and the
nation."
. Mayor Anthony M. Masiello of Buffalo, N.Y., said in part that "the
opportunity to strengthen and grow businesses in the Buffalo area is
very significant. BNSF/CN could provide economic development and the
transportation infrastructure vital to the creation of synergies
among the businesses in the Buffalo area, but the Board should look
at all the issues related to the proposed combination. This
combination can't be considered in a vacuum."
. Thomas A. Pontolillo of the Brotherhood of Locomotive Engineers,
said, "After consideration and discussing with the CEOs of BNSF and
CN their support, BLE has taken the unprecedented step of urging
approval of the proposed combination based on the CEOs' commitments.
The end-to-end nature of the proposed combination reduces the
potential for negative impact and coordination problems and the fact
that the combination is based on equity instead of debt means that
BNSF/CN will be able to devote resources to resolving service issues.
We urge the board's favorable consideration of this proposal."
Burlington Northern Santa Fe Corporation and Canadian National Railway
Company 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 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.
# # #
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. 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.
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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.
