FORM
6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report
of Foreign Issuer
Pursuant
to Rule 13a-16 or 15d-16
of the Securities Exchange
Act of 1934
For
the month of July, 2007
Commission
File Number: 001-02413
Canadian
National Railway Company
(Translation of registrant’s name into English)
935
de la Gauchetiere Street West
Montreal, Quebec
Canada
H3B 2M9
(Address of principal executive offices)
Indicate
by check mark whether the registrant files or will file
annual reports under cover of Form 20-F or Form 40-F:
Indicate
by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate
by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(7):
Indicate
by check mark whether by furnishing the information
contained in this Form, the Registrant is also thereby furnishing
the
information to the Commission pursuant to Rule 12g3-2(b) under
the
Securities Exchange Act of 1934:
If
“Yes”
is
marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b):
N/A
Canadian
National Railway Company
Table of Contents
Item
1. |
Press
Release
dated July 23, 2007, titled “CN announces new, larger share repurchase
program, declares third-quarter 2007 dividend”. |
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Item
1
North
America's Railroad
NEWS
RELEASE
CN
announces new, larger share repurchase
program,
declares third-quarter 2007 dividend
MONTREAL,
July 23, 2007—
CN
announced today that its Board of Directors has authorized a normal course
issuer bid to purchase for cancellation up to 33 million, or 6.6 per cent,
of
the common shares outstanding of the Company not held by its insiders on July
11, 2007. Approximately 502 million CN common shares were issued and outstanding
on that date.
The
price
CN will pay for any common shares will be the market price at the time of
acquisition, plus brokerage fees, or such other price as may be permitted by
the
Toronto Stock Exchange.
The
new
repurchase program – starting July 26, 2007, and ending no later than July 25,
2008 –
will be conducted through the facilities of the Toronto and New York stock
exchanges and will conform to their regulations. The Toronto Stock Exchange
(TSX) rules permit CN to purchase daily, through TSX facilities, a maximum
of
approximately 340,800 common shares under the Company’s repurchase program.
Additionally, purchases under the normal course issuer bid will be made by
means
of open market transactions or such other means as may be permitted by the
Toronto Stock Exchange.
The
new
share buy-back follows the recent completion of CN’s common share repurchase
program announced in July 2006, under which it repurchased 28 million common
shares at a weighted average price of C$51.88.
Claude
Mongeau, executive vice-president and chief financial officer, said: “CN’s
policy is to return excess cash to its shareholders through ongoing increases
in
dividends and share repurchase programs.
“Based
on
the strength of our financial performance and expectations of significant future
free cash flows, we are increasing the size of our share repurchase program
from
the one just completed. With strong cash flow and coverage ratios, we will
continue to reward our shareholders while maintaining a solid financial
position.”
CN
also
announced today that its Board of Directors has approved a third-quarter 2007
dividend on the Company’s common shares outstanding. A quarterly dividend of
twenty-one cents (C$0.21) per common share will be paid on Sept. 28, 2007,
to
shareholders of record at the close of business on Sept. 7, 2007.
CN
– Canadian National Railway Company and its operating railway
subsidiaries – 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
metropolitan areas of Toronto, Buffalo, Chicago, Detroit, Duluth,
Minn./Superior, Wis., Green Bay, Wis., Minneapolis/St. Paul, Memphis, St. Louis,
and Jackson, Miss., with connections to all points in North America. For more
information on CN, visit the company’s website at www.cn.ca.
This
news release contains forward-looking statements. CN cautions that, by their
nature, forward-looking statements involve risk and uncertainties, including
the
assumption that, while CN expects there may be continued weakness in certain
segments of the North American economy in the near term, positive economic
conditions in North America and globally will continue, and that its results
could differ materially from those expressed or implied in such statements.
Important factors that could cause such differences include, but are not limited
to, industry competition, legislative and/or regulatory developments, compliance
with environmental laws and regulations, various events which could disrupt
operations, including natural events such as severe weather, droughts, floods
and earthquakes, the effects of adverse general economic and business
conditions, inflation, currency fluctuations, changes in fuel prices, labour
disruptions, environmental claims, investigations or proceedings, other types
of
claims and litigation, and other risks detailed from time to time in reports
filed by CN with securities regulators in Canada and the United States.
Reference should be made to CN’s most recent Form 40-F filed with the United
States Securities and Exchange Commission, its Annual Information Form filed
with the Canadian securities regulators, its 2006 Annual Consolidated Financial
Statements and Notes thereto and Management’s Discussion and Analysis
(MD&A), as well as its 2007 quarterly consolidated financial statements and
MD&A, for a summary of major risks.
-30-
Contacts:
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Media
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Investment
Community
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Mark
Hallman
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Robert
Noorigian
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Director,
Communications, Media & Eastern Region
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Vice-President,
Investor Relations
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Pursuant
to the
requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto
duly
authorized.
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Canadian
National Railway Company |
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Date:
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July
24, 2007 |
By:
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/s/
Cristina
Circelli |
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Name: |
Cristina
Circelli |
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Title: |
Deputy
Corporate Secretary and General Counsel
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