FORM
6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
of the Securities Exchange Act of 1934
For
the month of September, 2007
Commission
File Number: 001-02413
Canadian
National Railway Company
(Translation of registrant’s name into English)
(Translation of registrant’s name into English)
935
de la Gauchetiere Street West
Montreal, Quebec
Canada H3B 2M9
(Address of principal executive offices)
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:
| Form 20-F | Form 40-F X |
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):
| Yes | No X |
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):
| Yes | No X |
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:
| Yes | No X |
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
Table of Contents
Item
| 1. | Press Release dated September 26, 2007 entitled, "CN to acquire key operations of Elgin, Joliet and Eastern Railway for US$300 million". |
Item
1
 |
 |
NEWS
RELEASE
CN
to
acquire key operations of Elgin,
Joliet
and
Eastern Railway for US$300 million
MONTREAL
and
PITTSBURGH, Sept. 26, 2007— Canadian
National Railway Company (CN) (NYSE: CNI, TSX: CNR) and United States Steel
Corporation (NYSE: X) announced today that their respective Boards of Directors
have approved an agreement under which CN will acquire the major portion
of the
Elgin, Joliet and Eastern Railway Company (EJ&E) for US$300 million
(approximately C$301 million). The acquisition will significantly improve
the
fluidity of CN’s rail operations in the Chicago region, rewarding customers with
faster transit times and more reliable service. Under the agreement, U. S.
Steel’s Transtar subsidiary will retain railroad assets, equipment, and
employees that support the Gary Works site in Northwest Indiana and the
steelmaking operations of U. S. Steel. Transtar’s remaining operations will
become the Gary Railway.
The
acquisition is subject to regulatory review by the U.S. Surface Transportation
Board (STB). Both CN and U. S. Steel believe that if the application is approved
by the STB as filed, it should allow closing in mid-2008.
EJ&E,
a Class II railroad, operates over 198 main line miles of track encircling
the
City of Chicago from Waukegan, Ill., on the north, to Joliet, Ill., on the
west,
to Gary, Ind., on the southeast, and then to South Chicago.
CN
President and Chief Executive Officer E. Hunter Harrison said: “This acquisition
is good news for railroading in Chicago. Chicago is essential to CN’s rail
operations, yet it presents us with major operational challenges. This
transaction will improve rail operations on the CN system and the rest of
the
Chicago rail network by moving CN trains out of the urban core to EJ&E lines
on the outskirts of the Chicago metropolitan area.”
U.
S.
Steel Chairman and Chief Executive Officer John P. Surma said: “This transaction
is positive for all involved. Our EJ&E employees and customers, and the
communities in which we operate will benefit from the EJ&E being part of a
large Class I railroad, while U. S. Steel will be able to focus on the railroad
assets serving Gary Works.”
Harrison
said: “This acquisition not only will give CN an opportunity to expand its
service to the North American steel industry, but also will drive new
efficiencies and operating improvements on CN’s network. Streamlined rail
operations and reduced congestion resulting from this acquisition will benefit
current CN and EJ&E customers, the City of Chicago, nearby communities, and
the overall rail network in the region.”
CN
plans
to invest approximately US$100 million for integration, new connections,
and
infrastructure improvements to add capacity on the EJ&E line and allow
network synergies to be realized over time. The acquisition, which will be
financed with debt and cash-on-hand, is expected to be slightly accretive
to
CN’s diluted earnings per share in the first year following STB
approval.
The
combination of the two rail networks is straightforward and will allow
EJ&E’s existing traffic to be moved more efficiently and at lower cost.
There are no shippers served only by CN and EJ&E (2–to-1 shippers) who will
lose direct rail competition as a result of the acquisition, nor will there
be
any other adverse impacts on competition. As in past transactions, CN is
committed to keeping gateways open and honoring trackage rights agreements
with
all connecting carriers.
Gordon
T.
Trafton, CN’s Senior Vice-President, Southern Region, said: “This acquisition
will bring EJ&E’s experienced railroaders into the CN family and will bridge
what has been the missing link to connect the Eastern, Western, and Southern
regions of CN’s network. We will apply our proven business model in implementing
this acquisition using the measured, step-by-step approach we have employed
in
our previous transactions to flawlessly integrate these
operations.”
CN
will
host a conference call for media and the investment community to discuss
the
transaction at 10 a.m. Eastern time today. Participants may dial 1-866-542-4239
or 1-416-641-6114.
CN will also webcast the call via the investors section of its website,
www.cn.ca/investors.
More
information on the transaction, including a map of the areas served by EJ&E
and CN, is available at www.cn.ca/EJ&Eacquisition or click on the
EJ&E Acquisition icon on CN’s home page.
Franchise
Facts for Elgin, Joliet & Eastern Railway Company
|
§
|
The
Elgin, Joliet & Eastern Railway Company is a Class II railroad owned
by United States Steel’s Transtar
subsidiary.
|
|
§
|
EJ&E
operates over 198 main line miles of track encircling the City
of Chicago
from Waukegan, Ill., on the north to Joliet, Ill., on the west,
to Gary,
Ind., on the southeast, and then to South
Chicago.
|
|
§
|
EJ&E serves
steel mills, petroleum and chemical plants, and a diverse group
of
distribution centers, handling a full range of commodities, from
bulk raw
materials to finished products. Coal is also moved to utility
plants in Illinois and Indiana.
|
|
§
|
EJ&E
owns 58 locomotives and operates a fleet of general service and
specialized railroad equipment.
|
|
§
|
Interline
rail connections exist with all of the major railroads entering
Chicago,
which gives EJ&E customers access to the North American rail
system.
|
|
§
|
EJ&E
employs 700 people in Illinois and
Indiana.
|
Franchise
Facts for Canadian National Railway Company
|
§
|
CN
operates the largest rail network in Canada and the only transcontinental
network in North America. The company operates approximately
20,300 route miles in eight Canadian provinces and 16 U.S.
states.
|
|
§
|
CN
has the shortest route from the Atlantic coast to the U.S. Midwest
through
the Paul M. Tellier Tunnel between Sarnia, Ont., and Port Huron,
Mich. The
tunnel handles double stack containers and the largest automotive
carriers
in service.
|
|
§
|
CN’s
business strategy is guided by five core principles: providing
good service, controlling costs, focusing on asset utilization,
committing
to safety, and developing people. CN’s efforts to increase
speed, efficiency, and reliability through the execution of its
precision
railroading concept are ongoing and
never-ending.
|
|
§
|
CN’s
revenue is derived from movements of a balanced mix of goods between
diverse origins and destinations. Approximately 77 percent of
CN’s revenue comes from U.S. domestic operations, Canada/U.S. transborder
operations, and offshore traffic, with 23 percent generated from
Canadian
domestic operations.
|
|
§
|
CN
has the lowest operating ratio among Class I
railroads.
|
|
§
|
CN
employs approximately 21,700 people in the U.S. and
Canada.
|
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. CN’s 2006 revenue was C$7.9 billion (US$7.9
billion).
United
States Steel Corporation is an integrated steel producer focused on high
value-added steel sheet and tubular products. U. S. Steel has major production
operations in the United States and Central Europe with more than 46,000
employees worldwide and an annual raw steel production capability of 26.8
million net tons. The company is also engaged in several other business
activities including the production of iron ore pellets in the United States
and
the production of coke in both the United States and Central Europe;
transportation services (railroad and barge operations); and real estate
operations.
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, labor
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
-
|
For
CN:
|
For
U. S. Steel:
|
|
|
Media
|
Media
|
|
|
Mark
Hallman
|
Jim
Kvedaras
|
John
Armstrong
|
|
(905)
669-3384
|
(708)
332-3508
|
(412)
433-6792
|
|
Investment
Community
|
Investment
Community
|
|
|
Robert
Noorigian
|
Nick
Harper
|
|
|
(514)
399-0052
|
(412)
433-1184
|
SIGNATURES
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.
| Canadian National Railway Company | |||||
| Date: | September 26, 2007 | By: | /s/ Cristina Circelli | ||
| Name: | Cristina Circelli | ||||
| Title: | Deputy
Corporate Secretary and General Counsel |
||||