<PAGE>
Filing under Rule 425
---------------------
Filer: Burlington Northern Santa Fe Corporation
Companies that are subject to the filing:
Canadian National Railway Company
North American Railways, Inc.
Registration Statement No. 333-94397
[BNSF LOGO APPEARS HERE]
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.
- more -
<PAGE>
- 2 -
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.
# # #
CN contact: BNSF contact:
Mark Hallman Dick Russack
(416) 217-6390 (817) 352-6425
