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FORM 6-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 or 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR AUGUST 13, 2002
Canadian National Railway Company
(Exact name of Registrant as specified in its charter)
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Canadian National Railway Company
(Translation of Registrant's name into English)
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935 de la Gauchetiere Street West
Montreal, Quebec
Canada H3B 2M9
(514) 399-7091
(Address of principal executive offices)
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[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
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[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
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[If "Yes " is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b):] Not applicable
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Statement of Principal Executive Officer and Principal Financial Officer
Regarding Facts and Circumstances Relating to Exchange Act Filings
We, PAUL M. TELLIER, President and Chief Executive Officer and CLAUDE MONGEAU,
Executive Vice-President and Chief Financial Officer, of Canadian National
Railway Company ("CN"), state and attest that:
(1) To the best of our knowledge, based upon a review of the covered
reports of CN, and, except as corrected or supplemented in a subsequent
covered report:
o no covered report contained an untrue statement of a material
fact as of the end of the period covered by such report; and
o no covered report omitted to state a material fact necessary to
make the statements in the covered report, in light of the
circumstances under which they were made, not misleading as of
the end of the period covered by such report.
(2) We have reviewed the contents of this statement with CN's Audit
Committee.
(3) In this statement, each of the following is a "covered report" :
o CN's Annual Information Form filed on May 31, 2002, as an Annual
Report for year ended December 31, 2001 on Form 40-F with the
U.S. Securities and Exchange Commission; and
o the reports on Form 6-K of CN filed with the Commission on
February 5, 2002 containing CN's 2001 audited financial
statements and management's discussion and analysis (in both
Canadian and U.S. GAAP), and on May 15, 2002 and August 13, 2002
containing CN's financial statements for the first and second
quarters of 2002, respectively.
This statement is being submitted to the Commission on a voluntary basis
and not for the purpose of complying with (i) the Commission's Order dated
June 27, 2002 pursuant to Section 21(a)(1) of the Securities Exchange Act
of 1934, as amended, to which Order CN is not subject or (ii) Section 302
or 906 of the Sarbanes-Oxley Act of 2002.
(s) PAUL M. TELLIER (s) CLAUDE MONGEAU
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President and Chief Executive Officer Executive Vice-President and
Canadian National Railway Company Chief Financial Officer
August 13, 2002 Canadian National Railway Company
August 13, 2002