-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, L2w77h8kCDAUO8zeRRUzes526l7khWts5gQbe1rRJ697cYVn5fqiQ0xzXxm14Qjx LlMxRIxEjhjVmJy8d+/xwQ== 0000950103-02-001034.txt : 20021025 0000950103-02-001034.hdr.sgml : 20021025 20021025152648 ACCESSION NUMBER: 0000950103-02-001034 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20021022 FILED AS OF DATE: 20021025 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CANADIAN NATIONAL RAILWAY CO CENTRAL INDEX KEY: 0000016868 STANDARD INDUSTRIAL CLASSIFICATION: RAILROADS, LINE-HAUL OPERATING [4011] IRS NUMBER: 980018609 STATE OF INCORPORATION: A8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-02413 FILM NUMBER: 02798667 BUSINESS ADDRESS: STREET 1: 935 DE LA GAUCHETIERE ST W STREET 2: MONTREAL QUEBEC CITY: CANADA STATE: A8 ZIP: H3B 2M9 BUSINESS PHONE: 5143996569 MAIL ADDRESS: STREET 1: 935 DE LA GAUCHETIERE ST WEST STREET 2: MONTREAL QUEBEC CITY: CANADA H3B 2M9 STATE: A8 ZIP: 00000 6-K 1 oct2502_6k.txt ================================================================================ FORM 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------- REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 FOR OCTOBER 25, 2002 Canadian National Railway Company (Exact name of Registrant as specified in its charter) ----------------- Canadian National Railway Company (Translation of Registrant's name into English) ----------------- 935 de la Gauchetiere Street West Montreal, Quebec Canada H3B 2M9 (514) 399-7091 (Address of principal executive offices) ----------------- [Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F:] FORM 20-F FORM 40-F X --- --- [Indicate by check mark whether the registrant by furnishing the information contained in this form 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):] Not applicable ================================================================================ MATERIAL CHANGE REPORT UNDER SECTION 75 (2) OF THE SECURITIES ACT (ONTARIO) SECTION 81 (2) OF THE SECURITIES ACT (NOVA SCOTIA) SECTION 76 (2) OF THE SECURITIES ACT (NEWFOUNDLAND) SECTION 84 (1) (B) OF THE SECURITIES ACT (SASKATCHEWAN) SECTION 118(1) (B) OF THE SECURITIES ACT (ALBERTA) AND SECTION 67 (1) OF THE SECURITIES ACT (BRITISH COLUMBIA) 1. Reporting Issuer Canadian National Railway Company 935 de La Gauchetiere Street West Montreal, Quebec H3B 2M9 2. Date of Material Change October 22, 2002 3. Press Release The press release of Canadian National Railway Company was issued at Montreal, Quebec on October 22, 2002. A copy of the press release is annexed hereto as Schedule A. 4. Summary of Material Change On October 22, 2002, Canadian National Railway Company announced that its board of directors has authorized a normal course issuer bid to purchase for cancellation up to 13 million, or approximately 6.5 per cent, of the approximately 200 million outstanding common shares of the Company not held by its insiders on Oct. 15, 2002. 1 5. Full Description of Material Change On October 22, 2002 Canadian National Railway Company (`'CN") announced that its board of directors has authorized a normal course issuer bid to purchase for cancellation up to 13 million, or approximately 6.5 per cent, of the approximately 200 million outstanding common shares of the Company not held by its insiders on Oct. 15, 2002. The price CN will pay for any common shares will be the market price at the time of the purchase, plus brokerage fees. The share buy-back program - starting Oct. 25, 2002, and ending no later than Oct. 24, 2003 - will be conducted through the facilities of The Toronto Stock Exchange and New York Stock Exchange and will conform to the exchanges' regulations. 6. Reliance on Provisions Applying to Confidential Filing Not applicable. 7. Omitted Information Not applicable. 8. Senior Officer Inquiries in respect of the material change referred to herein may be made to: SEAN FINN Senior Vice-President, Chief Legal Counsel and Corporate Secretary Canadian National Railway Company 935 de La Gauchetiere Street West Montreal, Quebec H3B 2M9 (514) 399-7091 2 9. Statement of Senior Officer The information contained in this material change report accurately discloses the material change referred to herein. DATED in the city of Montreal, province of Quebec, this 23rd day of October 2002. /s/ Sean Finn ------------------------ Senior Vice-President, Chief Legal Officer and Corporate Secretary 3 [CN LOGO] News North America's Railroad FOR IMMEDIATE RELEASE Stock symbols: TSX: CNR/NYSE: CNI www.cn.ca CN announces share repurchase program, declares fourth-quarter 2002 dividend MONTREAL, Oct. 22, 2002 -- Canadian National Railway Company announced today that its board of directors has authorized a normal course issuer bid to purchase for cancellation up to 13 million, or approximately 6.5 per cent, of the approximately 200 million outstanding common shares of the Company not held by its insiders on Oct. 15, 2002. The price CN will pay for any common shares will be the market price at the time of the purchase, plus brokerage fees. The share buy-back program - starting Oct. 25, 2002, and ending no later than Oct. 24, 2003 - will be conducted through the facilities of The Toronto Stock Exchange and New York Stock Exchange and will conform to the exchanges' regulations. 4 Paul M. Tellier, president and chief executive officer of CN, said: "CN's management and directors believe the purchase by the Company of its common shares represents an appropriate use of its funds to increase shareholder value. Having successfully completed the integration of Wisconsin Central, and with a strong balance sheet and solid cash flow generation, CN can undertake this buy-back program while continuing to pursue other opportunities aimed at further enhancing shareholder value." CN's board of directors today also declared a fourth-quarter 2002 dividend on the Company's outstanding common shares. A quarterly dividend of twenty-one and one-half cents (Cdn $0.215) will be paid on Dec. 27, 2002, to shareholders of record at the close of business on Dec. 6, 2002. This news release contains forward-looking statements. CN cautions that, by their nature, forward-looking statements involve risk and uncertainties and that its results could differ materially from those expressed or implied in such statements. Reference should be made to CN's most recent Form 40-F filed with the United States Securities and Exchange Commission, and the Annual Information Form filed with the Canadian securities regulators, for a summary of major risks. 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, Duluth, Minn./Superior, Wis., Green Bay, Wis., Minneapolis/St. Paul, Memphis, St. Louis, and Jackson, Miss., with connections to all points in North America. - 30 - Contacts: Media Investment Community - ----- -------------------- Mark Hallman Robert Noorigian System Director Vice-President Media Relations Investor Relations (416) 217-6390 (514) 399-0052 5 -----END PRIVACY-ENHANCED MESSAGE-----