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Filing under Rule 425
---------------------
Filer: Burlington Northern Santa Fe Corporation
Companies that are the subject of the filing:
Canadian National Railway Company
North American Railways, Inc.
Registration Statement No. 333-94397
[CN LOGO APPEARS HERE] [BNSF LOGO APPEARS HERE]
For immediate release
CN AND BNSF PROPOSE 365-DAY SCHEDULE
FOR U.S. REGULATORY REVIEW OF RAILROAD COMBINATION
MONTREAL and FORT WORTH, Texas, Feb. 3, 2000 - Canadian National Railway Company
(TSE: CNR; NYSE: CNI) ("CN") and Burlington Northern Santa Fe Corporation (NYSE:
BNI) ("BNSF") filed a petition today 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 approval of the rail combination.
Today's filing with the STB states that, "BNSF and CN have been talking to their
customers and understand their concerns about service and competitive issues.
BNSF and CN will be making proposals to resolve those issues in the near
future."
The proposed schedule - substantially longer than the schedules adopted for most
recent STB control proceedings -- anticipates a full discussion of all issues
relevant to the CN/BNSF transaction, including its cumulative and any potential
"crossover" effects on the North American rail industry.
BNSF and CN 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, serving eight Canadian provinces and 32
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 in areas subject to congestion; 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.
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.
- more -
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Page 2
This news release contains forward-looking statements regarding future events
and the future performance of CN, BNSF and the combined company that involve
risks and uncertainties that could cause actual results to differ materially.
Those risks and uncertainties include, but are not limited to, customer demand,
industry competition and regulatory developments, natural events such as severe
weather, floods and earthquakes, the effects of adverse economic conditions
affecting the Companies' shippers, changes in fuel prices, and the ultimate
outcome of shipper claims, environmental investigations or proceedings and other
types of claims and litigation. We refer you to the documents that CN, BNSF and
the combined company file from time to time with the United States Securities
and Exchange Commission, such as a registration statement related to securities
to be issued in connection with the proposed business combination, as well as
the Companies' Form 10-K, Form 40-F, Form 10-Q, Form 8-K and Form 6-K reports,
which contain additional important factors that could cause their results to
differ from their current expectations and the forward-looking statements
contained in this news release.
North American Railways, Inc., and CN have filed a registration statement on
Form F-4/S-4 with the 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 BNSF, CN 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
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. 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.
# # #
Contact for CN: Contact for BNSF:
Mark Hallman Richard Russack
(416) 217-6390 (817) 352-6425
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[BNSF LOGO APPEARS HERE]
BNSF Supports STB's March 8 Public Hearing On Present and
Future Structure of North American Railroad Industry
01/24/00
FORT WORTH, Texas, January 24, 2000--Robert D. Krebs, Chairman and Chief
Executive Officer, Burlington Northern Santa Fe Corporation (NYSE:BNI) (BNSF),
today said:
"We are pleased that the Surface Transportation Board (STB) has taken this
separate action to give shippers and other interested people an opportunity to
express their views about the major railroad consolidations of the past five
years and the present and future structure of the North American railroad
industry. We also appreciate the STB's thoughtfulness in not allowing the
hearing to interfere with the timetable for BNSF and Canadian National Railway
Company (CN) to file its application to combine our two railroads.
"We intend to file our case shortly after March 20, 2000, the earliest possible
date for filing it. Our application will persuasively justify why the end-to-end
BNSF/CN combination is in the best interest of shippers in the United States,
Canada and Mexico and the general public.
"BNSF intends to participate in the March 8 STB hearing and we will file a
summary of my testimony by February 29, as required. I intend to address the
overall effectiveness of the BNSF merger and the substantial benefits we are
providing the shipping public, the financial community, our employees and the
communities we serve. In addition, I'll comment on criteria to be used to
consider whether or not a railroad should be allowed to propose a combination
and the assurances that railroads should be required to make regarding post-
merger service to shippers. I'll also comment on possible strategic responses to
further mergers, the industry's ability to provide responsive service at
reasonable rates, and the industry's ability to maintain and improve its
infrastructure and capacity to meet future service demands."
Headquartered in Fort Worth, BNSF owns and operates one of the largest rail
networks in North America, with 33,500 route miles of track covering 28 states
and two Canadian provinces.
