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. | NOTICE OF INTENTION TO MAKE A NORMAL COURSE ISSUER BID (“NCIB”) |
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Form: 12
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NOTICE OF INTENTION TO MAKE A
NORMAL COURSE ISSUER BID
(“NCIB”)
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|
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Issuer Name: CANADIAN NATIONAL
RAILWAY COMPANY
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Stock Symbol:
CNR
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1.
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Securities
Sought:
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(a)
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Class(es) of securities subject to
the NCIB : Common
Shares
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(b)
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Total number of
securities:
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(i)
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issued and outstanding:
473,384,136 (as of July
14th,
2008)
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(ii)
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if applicable, in the total public
float : 471,726,305 (as of July
14th,
2008)
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(c)
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Percentage of securities that may
be purchased under the NCIB:
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(i)
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% of issued and
outstanding (maximum 5%): N/A
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(ii)
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% of the public float, as the case
may be (maximum 10%): 5.30%
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(d)
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Maximum number of securities that
may be acquired under the NCIB: 47,172,631
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(e)
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Number of securities the issuer
intends to acquire under the NCIB: 25,000,000
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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: 1,524,107 for the period
between January 1, 2008 to June 30, 2008
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(g)
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Does the issuer have a class of
restricted securities: No
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If the answer is
YES:
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|||
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(i)
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describe the voting rights of all
equity securities: N/A
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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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(h)
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Whether the securities are going
to be cancelled. If such securities are not cancelled, state how such
securities will be dealt with: Yes
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2.
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Duration: State the dates on
which the NCIB will commence and terminate. The NCIB may not extend for a
period of more than one year from the date on which purchases may
commence: on July 28, 2008
to July 20,
2009
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3.
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Method of
Acquisition: State the
following:
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(a)
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whether purchases will be effected
through the facilities of TSX and identify any other exchanges or market
places 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
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(b)
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whether 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 NYSE
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Form 12 – Notice of Intention to
make a Normal Course Issuer Bid
|
© 2008, TSX Group
Inc.
|
|
(as at June 16,
2008)
|
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Form: 12
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NOTICE OF INTENTION TO MAKE A
NORMAL COURSE ISSUER BID
(“NCIB”)
|
|
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Issuer Name: CANADIAN NATIONAL
RAILWAY COMPANY
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Stock Symbol:
CNR
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(c)
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whether 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 the TSX. All of
the Common Shares purchased will be 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.
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4.
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Consideration
Offered: State whether there
are 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: State the
purpose or business reasons for the NCIB: CNR’s
management and directors currently believe that the purchase by CNR of its
shares represents an appropriate use of funds to increase shareholder
value. Having a strong balance sheet and sustained cash flow
generation, CNR 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: State whether there
has been any appraisal or valuation of the issuer to the best knowledge of
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. If there has been such an
appraisal or valuation, include a summary of such appraisal or
valuation: To the
knowledge of the CNR’s directors and officers, after reasonable enquiry,
CNR has not in the past two year period preceding the date hereof obtained
appraisal or valuation regarding CNR or its material assets or
securities.
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7.
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Previous
Purchases: – Where the issuer has purchased
securities under a NCIB 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: 31,000,000
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(c)
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the weighted average price paid
per security: Cdn
$51.67 for purchases
on TSX and U.S. $50.54 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
|
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(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
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Form 12 – Notice of Intention to
make a Normal Course Issuer Bid
|
© 2008, TSX Group
Inc.
|
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(as at June 16,
2008)
|
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Form: 12
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NOTICE OF INTENTION TO MAKE A
NORMAL COURSE ISSUER BID
(“NCIB”)
|
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Issuer Name: CANADIAN NATIONAL
RAILWAY COMPANY
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Stock Symbol:
CNR
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| 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 | |||
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Except as set out below, to the
knowledge of the directors and senior officers of CNR, after reasonable
enquiry, no director or senior officer of CNR and no associate of a
director or senior officer of CNR or any person acting jointly or in
concert with CNR 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 senior officers of
CNR may exercise options to purchase Common Shares under the existing
stock option plans of CNR and in turn sell Common Shares in open market
transactions.
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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
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U.S.
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(a) Brokerage
Firm:
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BMO Nesbitt Burns
Inc.
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BNP Paribas Securities
Corp.
|
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(b) Name of registered
representative:
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Ray Ritchie
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Jeffrey Packer
Eric Weiner
Edward
Carr
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(c) Address of brokerage
firm:
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1 First Canadian
Place,
3rd Floor
Podium,
Toronto, ON
M5X 1H3
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787 Seventh
Avenue
New York, NY
10033
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(d) Fax
number:
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416-359-4484
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212-471-7990
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(e) Telephone
number
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416-359-4547
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212-841-3600
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13.
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Disclose 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
|
|
Form 12 – Notice of Intention to
make a Normal Course Issuer Bid
|
© 2008, TSX Group
Inc.
|
|
(as at June 16,
2008)
|
|
Form: 12
|
NOTICE OF INTENTION TO MAKE A
NORMAL COURSE ISSUER BID
(“NCIB”)
|
|
|
Issuer Name: CANADIAN NATIONAL
RAILWAY COMPANY
|
Stock Symbol:
CNR
|
|
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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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July 21st , 2008
|
||
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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
|
© 2008, TSX Group
Inc.
|
|
(as at June 16,
2008)
|
| Canadian National Railway Company | |||||
| Date: July 22, 2008 | By: | /s/ Cristina Circelli | |||
| Name: | Cristina Circelli | ||||
| Title: | Deputy
Corporate Secretary and General Counsel |
||||