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
July, 2008
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. | MATERIAL CHANGE REPORT |
Item
1
FORM
51-102F3
MATERIAL
CHANGE REPORT
|
1.
|
Name and Address of
Company
|
Canadian National
Railway Company (“CNR” or the “Company”)
935
de La Gauchetière Street West
Montréal,
Québec
H3B
2M9
|
2.
|
Date of Material
Change
|
July 21,
2008.
|
3.
|
News
Release
|
The press release of
CNR was issued in Montréal, Québec on July 21, 2008. A copy of the
press release is annexed hereto as Schedule A.
|
4.
|
Summary of Material
Change
|
On July 21, 2008,
CNR announced that its board of directors has authorized a normal course issuer
bid to purchase for cancellation up to 25,000,000 common shares, or
approximately 5.30% of
the 471,726,305 outstanding common shares of the Company not held by its
insiders on July 14, 2008. There was an aggregate total of
473,384,136 common shares issued and outstanding on July 14, 2008.
|
5.
|
Full Description of
Material Change
|
On July 21, 2008,
CNR announced that its board of directors has authorized a normal course issuer
bid to purchase for cancellation up to 25,000,000 common shares, or
approximately 5.30% of the 471,726,305 outstanding common shares of the Company
not held by its insiders on July 14, 2008.
The price CNR will
pay for any common shares will be the market price at the time of the purchase,
plus brokerage fees or such other price as may be permitted by the Toronto Stock
Exchange (“TSX”).
The share buy-back
program – starting July 28, 2008 and ending no later than July 20, 2009 – will
be conducted through the facilities of the TSX and New York Stock Exchange or
such other means as may be permitted by the TSX and will conform to the
exchanges’ regulations.
|
6.
|
Reliance on
Subsection 7.1(2) or (3) of National
Instrument 51-102
|
Not
applicable.
|
7.
|
Omitted
Information
|
Not
applicable.
|
8.
|
Executive
Officer
|
Inquiries in respect
of the material change referred to herein may be made to:
SEAN
FINN
Senior
Vice-President Public Affairs, Chief Legal Officer and Corporate
Secretary
Canadian National
Railway Company
935
de La Gauchetière Street West
Montréal,
Québec
H3B
2M9
Tel.: (514)
399-7091
|
9.
|
Date of
Report
|
July 22,
2008.
2
Schedule
A
North
America’s Railroad
NEWS
RELEASE
CN
announces new share repurchase
program,
declares third-quarter 2008 dividend
MONTREAL, July 21, 2008 —
CN announced today
that its Board of Directors has authorized a normal course issuer bid to
purchase for cancellation up to 25 million, or 5.3 per cent, of the common
shares outstanding of the Company not held by its insiders on July 14, 2008.
Approximately 473.4 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.
CN
recently ended its share repurchases under the program announced in July 2007,
under which it repurchased 31 million common shares at a weighted average price
of C$51.22 per share.
The new
repurchase program – starting July 28, 2008, and ending no later than July 20,
2009 – 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 381,000 common shares under the Company’s repurchase
program. 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 TSX or a
securities regulatory authority.
The new
repurchase program is consistent with CN’s policy to return excess cash to its
shareholders through ongoing increases in dividends and share repurchase
programs. With a strong balance sheet and sustained cash flow generation, CN can
undertake this program while pursuing other opportunities, such as the proposed
acquisition of the principal lines of the Elgin, Joliet and Eastern Railway
Company and related capital investments.
CN also
announced today that its Board of Directors has approved a third-quarter 2008
dividend on the Company’s common shares outstanding. A quarterly dividend of
twenty-three cents (C$0.23) per common share will be paid on Sept. 30, 2008, to
shareholders of record at the close of business on Sept. 9, 2008.
Forward-Looking
Statements
This news release
contains forward-looking statements. CN cautions that, by their nature,
forward-looking statements involve risk, uncertainties and assumptions. In
addition to the other assumptions contained in this release, the Company
believes the U.S. economy is currently experiencing recessionary conditions, but
assumes that it will recover within the next six to nine months, and that the
global economy will grow at a moderate pace throughout this period. The Company cautions that
these assumptions may not materialize. The Company’s results could differ
materially from those expressed or implied in such forward-looking 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 “Management’s Discussion and Analysis” in CN’s
annual and interim reports and Annual Information Form and Form 40-F filed with
Canadian and U.S. securities regulators, available on CN’s website, for a
summary of major risks.
CN
assumes no obligation to update or revise forward-looking statements to reflect
future events, changes in circumstances, or changes in beliefs, unless required
by applicable laws. In the event CN does update any forward-looking statement,
no inference should be made that CN will make additional updates with respect to
that statement, related matters, or any other forward-looking
statement.
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, 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.
- 30
-
|
Contacts:
|
|
|
Media
|
Investment
Community
|
|
Mark
Hallman
|
Robert
Noorigian
|
|
Director,
Communications, Media
|
Vice-President,
Investor Relations
|
|
(905)
669-3384
|
(514)
399-0052
|
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: July 22, 2008 | By: | /s/ Cristina Circelli | |||
| Name: | Cristina Circelli | ||||
| Title: | Deputy
Corporate Secretary and General Counsel |
||||