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
[CN LOGO] [BNSF LOGO]
FOR IMMEDIATE RELEASE
BNSF AND CN DISAPPOINTED BY U.S. APPEALS COURT'S
DECISION TO UPHOLD SURFACE TRANSPORTATION BOARD'S
RAIL MERGER MORATORIUM
RAILROADS TO REVIEW OPTIONS IN LIGHT OF RULING
FORT WORTH, Texas, and MONTREAL, July 14, 2000 -- Robert D. Krebs, chairman and
chief executive officer of Burlington Northern Santa Fe Corporation (NYSE: BNI)
(BNSF), and Paul M. Tellier, president and chief executive officer of Canadian
National Railway Company (NYSE: CNI; TSE: CNR) (CN), issued the following
statement today:
"BNSF and CN are deeply disappointed by today's court decision upholding the
Surface Transportation Board's rail merger moratorium. The ruling, by the
United States Court of Appeals for the District of Columbia Circuit, means that
CN and BNSF will not be able to file their common control application with the
STB until the moratorium is lifted.
"The managements of CN and BNSF will discuss the ruling's implications for
their proposed business combination, and each will consult its respective board
of directors. Neither BNSF nor CN will speculate about its options."
CN and BNSF announced their proposed combination through a new company, North
American Railways, Inc., on Dec. 20, 1999. The largely end-to-end 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.
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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 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. 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 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, www.sec.gov, or the Web
site of the Canadian Securities Administrators, www.sedar.com. 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. 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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CN contact: BNSF contact:
Mark Hallman Dick Russack
(416) 217-6390 (817) 352-6425
