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
| 1. | AMENDED NOTICE OF INTENTION TO MAKE A NORMAL COURSE ISSUER BID (“NCIB”) |
|
Form: 12
|
AMENDED
NOTICE OF INTENTION TO MAKE A NORMAL COURSE ISSUER BID
(“NCIB”)
|
|
Company
Name: CANADIAN NATIONAL RAILWAY
COMPANY Stock
Symbol: CNR
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|
|
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1. Securities
Sought:
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|
|
(a)
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class
of
securities : Common
Shares
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|
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(b)
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total
number
of securities:
|
|
|
(i) issued
and outstanding: 502,266,945 Common Shares (as of July 11,
2007)
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|
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(ii) if
applicable, the total public float : 500,702,950 Common
Shares (as of July 11,
2007)
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|
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(c)
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percentage
of
securities that the NCIB is for:
|
|
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(i) %
of issued and outstanding (maximum 5%):
N/A
|
|
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(ii)
%
of the public float, as the case may be (maximum 10%):
6,59%
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|
|
(d)
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maximum
number
of securities that may be acquired under the NCIB:
50,070,295
|
|
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(e)
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where
the
issuer has established a specific number of securities to be acquired
under the NCIB, the number of securities
sought: 33,000,000
|
|
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(f)
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is
the issuer
an investment
fund: NO
|
|
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If
the answer
is NO, the average daily trading volume for six months prior to date
hereof: 1,363,251 for the period between January 1,
2007 and June 30, 2007
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|
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(g)
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if
the issuer
has a class of restricted
securities:
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|
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(i)
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a
description
of the voting rights of all equity
securities: N/A
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|
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(ii)
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if
the issuer
does not propose to make the same NCIB for all classes of voting
and
equity securities, the reasons for so limiting the
NCIB: N/A
|
|
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2.
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Duration: 12
months - July 26, 2007 to July 25,
2008
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3.
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Method
of Acquisition: State the
following:
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|
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(a)
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that
purchases
will be effected through the facilities of TSX and identify any other
exchanges on which purchases will be made: Yes – the
TSX and the NYSE or by such other means as may be permitted by the
TSX,
including pre-arranged
crosses
|
|
|
(b)
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that
purchase
and payment for the securities will be made by the issuer in accordance
with the requirements of TSX: Yes, and in accordance
with the requirements of the
NYSE
|
|
|
(c)
|
that
the price
that the issuer will pay for any securities acquired by it will be
the
market price of the securities at the time of acquisition: Yes,
plus brokerage fees, or such other price as may be permitted by
TSX. All of the Common Shares purchased will be immediately
cancelled.
|
|
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(d)
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whether
purchases (other than by way of exempt offer) will be made other
than by
means of open market transactions during the period the NCIB is
outstanding: Yes, and by other means as may be
permitted by the TSX, including pre-arranged crosses and private
agreements under an issuer bid exemption order issued by a securities
regulatory authority.
|
|
Form
12 – Notice of Intention to make a Normal Course Issuer
Bid
|
©
2007,
TSX
Group Inc.
|
|
(as
at
June 1, 2007)
|
|
Form: 12
|
AMENDED
NOTICE OF INTENTION TO MAKE A NORMAL COURSE ISSUER BID
(“NCIB”)
|
|
Company
Name: CANADIAN NATIONAL RAILWAY
COMPANY Stock
Symbol: CNR
|
|
|
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4.
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Consideration
Offered: State any restrictions on the price the
offeror is prepared to pay and any other restrictions relating to
the
NICB, such as specific funds available, method of purchasing,
etc.: None
|
|
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5.
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Reasons
for the NCIB: CNR’s management and directors currently believe
that the purchase by the Company of its shares represents an
appropriate use of funds to increase shareholder value. Having
a strong balance sheet and solid cash flow generation, the Company
can
undertake the NCIB while continuing to pursue other opportunities
aimed at
supporting shareholder value
creation
|
|
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6.
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Valuation: Include
a summary of any appraisal or valuation of the issuer known to the
directors or officers of the issuer after reasonable enquiry regarding
the
issuer, its material assets or securities prepared within the two
years
preceding the date of the notice, together with a statement of a
reasonable time and place at which such appraisal or valuation, or
a copy
thereof, may be inspected. For this purpose, the phrase appraisal
or
valuation means both an independent appraisal or valuation and a
material
non-independent appraisal or
valuation:
|
|
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To
the
knowledge of CN’s directors and officers, after reasonable enquiry, the
Company has not in the past two year period preceding the date hereof
obtained any appraisal or valuation regarding the Company or its
material
assets or securities.
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|
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7.
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Previous
Purchases: Where the issuer has purchased securities
which are the subject of the NCIB bid within the past 12 months,
state the
following:
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(a)
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method
of
acquisition: through TSX and NYSE
facilities
|
|
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(b)
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the
number of
securities
purchased: 28,000,000
|
|
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(c)
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the
weighted
average price paid: Cdn$50.72 for purchases on TSX and
U.S.$46.86 for purchases on NYSE, including brokerage
fees.
|
|
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8.
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Persons
Acting Jointly or In Concert with the Issuer: Disclose
the identity of any party acting jointly or in concert with the
issuer: None
|
|
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9.
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Acceptance
by Insiders, Affiliates and
Associates:
|
|
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(a)
name of
every director or senior officer of the issuer who intends to sell
securities of the issuer during the course of the
NCIB: None – see
below
|
|
|
(b)
where
their intention is known after reasonable enquiry, the name of every
associate of a director or senior officer of the issuer, person acting
jointly or in concert with the issuer, or person holding 10% or more
of
any class of equity securities of the issuer, who intends to sell
securities: None – see
below
|
|
|
Except
as set
out below, to the knowledge of the directors and senior officers
of the
Company, after reasonable enquiry, no director or senior officer
of the
Company and no associate of a director or senior officer of the Company
or
any person acting jointly or in concert with the Company has any
present
intention to sell Common Shares during the period of the
Offer. However, sales of Common Shares through the facilities
of the Exchanges or otherwise by any of these persons or companies
may
occur during such period in the event that the circumstances or decisions
of any such person or company change or their personal circumstances
require such sales. Certain directors and executive officers of
the Company may exercise options to purchase Common Shares under
the
existing stock option plans of the Company and in turn sell Common
Shares
in
open market transactions.
|
|
Form
12 – Notice of Intention to make a Normal Course Issuer
Bid
|
©
2007,
TSX
Group Inc.
|
|
(as
at
June 1, 2007)
|
|
Form: 12
|
AMENDED
NOTICE OF INTENTION TO MAKE A NORMAL COURSE ISSUER BID
(“NCIB”)
|
|
Company
Name: CANADIAN NATIONAL RAILWAY
COMPANY Stock
Symbol: CNR
|
|
|
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10.
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Benefits
from the NCIB: State direct or indirect benefits to
any of the persons or companies named in item 9 of selling or not
selling
securities of the issuer during the course of the NCIB. An answer
to this
item is not required where the benefits to such person or company
of
selling or not selling securities are the same as the benefits to
any
other securityholder who sells or does not
sell: None
|
|
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11.
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Material
Changes in the Affairs of the Issuer: Disclose any
previously undisclosed material changes or plans or proposals for
material
changes in the affairs of the
issuer: None
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12.
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Participating
Organization Information:
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Canada
|
U.S.
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(a)
Name of
broker:
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TD
Securities
Inc.
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Wachovia
Capital Markets
|
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(b)
Name of
registered representative:
|
Chris
Finora
|
Jennifer
Lynch
|
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(c)
Address of
broker:
|
222
Bay
Street, 7th
floor
Ernst
&
Young Tower
Toronto,
Ontario
M5K
1A2
|
375
Park Ave.,
4th
floor
New
York, NY
10152
|
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(d)
Fax
number:
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416-982-8107
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212-214-8918
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13.
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Any
significant information regarding the NCIB not disclosed above, including
any details regarding the use of put options or forward purchase
contracts
in conjunction with the
NCIB: None
|
|
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14.
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Certificate: The
undersigned, a director or senior officer of the issuer duly authorized
by
the issuer’s board of directors, certifies that this notice is complete
and accurate and in compliance with Section 629 and 629.1 of the
TSX
Company Manual . This notice contains no untrue statement of a material
fact and does not omit to state a material fact that is required
to be
stated or that is necessary to make a statement not misleading in
the
light of the circumstances in which it is
made.
|
|
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September
18, 2007
|
|
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/s/
Sean
Finn
|
|
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NAME:
Sean Finn
|
|
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TITLE:
Senior Vice-President Public Affairs, Chief Legal Officer and Corporate
Secretary
|
|
Form
12 – Notice of Intention to make a Normal Course Issuer
Bid
|
©
2007,
TSX
Group Inc.
|
|
(as
at
June 1, 2007)
|
| Canadian National Railway Company | |||||
| Date: | September 21, 2007 | By: | /s/ Cristina Circelli | ||
| Name: | Cristina Circelli | ||||
| Title: | Deputy
Corporate Secretary and General Counsel |
||||