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]
[CN LOGO] News
North America's Railroad FOR IMMEDIATE RELEASE
Stock symbols: TSE: CNR / NYSE: CNI
www.cn.ca
STB's rail-merger moratorium is bad public policy that delays, even risks,
shipper benefits of CN/BNSF combination, says Canadian National's Paul M.
Tellier
SAN DIEGO, Calif., March 31, 2000 -- Canadian National President and Chief
Executive Officer Paul M. Tellier said today the United States Surface
Transportation Board's (STB) 15-month moratorium on rail merger applications
harms shippers by delaying, even risking, the significant public benefits of
CN's proposed combination with Burlington Northern Santa Fe Corporation (BNSF).
Tellier, speaking to the National Grain and Feed Association annual convention
here, said the STB's moratorium is wrong on four counts:
o No consensus supports it. In fact, U.S. Secretary of Transportation
Rodney Slater and Edward Emmett, president of the National Industrial
Transportation League - the largest shipper association in the U.S. -
oppose such a moratorium. In addition, more than 200 shippers have
called for a prompt, fair STB hearing on the CN/BNSF combination;
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o The moratorium is bad public policy. The STB has never questioned the
merits of the CN/BNSF combination. Rather, it "claims the rail
industry is too `unstable' and that shippers are suffering from
problems created by the mergers of other railroads. These other
railroads do not need, and certainly do not deserve, the protection
that a moratorium gives them. Rather, they should have more
competition. And that's what our combination would provide."
o The moratorium harms shippers. The CN/BNSF combination will generate
public benefits of more than US$500 million annually. "At best, these
public benefits will be delayed for the entire period of the
moratorium. At worst, the benefits will be lost forever, because delay
may constitute denial of the proposed transaction."
o The moratorium is unlawful and unnecessary. First, it denies CN and
BNSF their statutory right to a prompt, fair STB hearing of their
planned common control application. Second, it is not required. "The
STB can change its merger review rules, if need be, without a
moratorium, and while our application is under review. It can do this
and still protect the public interest."
For these reasons, CN and BNSF have launched legal actions to overturn the
STB moratorium in the U.S. Court of Appeals.
Tellier said CN brings to the CN/BNSF combination significant benefits for
grain producers and feedlot operators: one of the newest locomotive fleets
in the industry; best practices that include dedicated grain shuttle train
services; and one of the most efficient systems for routing rail traffic
through Chicago.
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CN will also provide BNSF's existing grain customers extended single-line reach
to North American processors and port facilities for overseas markets,
including:
o Trans-Atlantic shipments of grain through the Port of Quebec
City;
o Single-line access for wheat to flour mills in western New York
and eastern Canada;
o Single-line access for corn and soybeans to hog and poultry
producers in Western Canada.
In addition, feedlots in the U.S. West and the Pacific Northwest will gain
broader single-line access to grain originating in Iowa. In the Western and
Central U.S., they will be able to secure oat, barley and canola supplies from
Western Canada.
Tellier said he has every confidence that the CN/BNSF transaction can be
executed smoothly. The reasons? The two railroads meet end-to-end, they're the
industry's service leaders, they're financially strong and they share a common
information technology platform.
Tellier said CN's and BNSF's confidence in a smooth integration process has
prompted them to offer shippers unprecedented guarantees. The two railroads
guarantee shippers equal or better rail service over their networks after the
combination takes effect, backed up by a service integration plan showing how it
will be achieved and a means to resolve any disputes over service. The railroads
also guarantee existing rail gateways will remain open after the combination
takes effect, and guarantee a service alternative will be provided to shippers
who would otherwise have one rather than two carriers to use after the
transaction is complete.
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 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.
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, 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
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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
This document 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 litigations. 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 and the Canadian Securities Administrators, such as a
registration statement related to securities to be used 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 annual information forms and material
change 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 document.
