SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
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/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c)
or Section 240.14a-12
CONRAIL INC.
NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER
NORFOLK SOUTHERN CORPORATION
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN
THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules
14a-6(i)(1) and 0-11.
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transaction applies:
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applies:
(3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11
(Set forth the amount on which the filing fee is
calculated and state how it was determined):
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as
provided by Exchange Act Rule 0-11(a)(2) and identify the
filing for which the offsetting fee was paid previously.
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number, or the Form or Schedule and the date of its
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TO CONRAIL SHAREHOLDERS:
NORFOLK SOUTHERN'S
NEW $110, ALL CASH OFFER IS
SUPERIOR IN EVERY RESPECT
COMPARE IT TO CSX'S FRONT-END LOADED, "CRAM DOWN" OFFER
NORFOLK SOUTHERN'S SUPERIOR OFFER CSX'S INFERIOR "CRAM DOWN" OFFER
$110 per share. $93.28 blended value per share.*
$9.9 billion in consideration to $8.4 billion in consideration for
Conrail shareholders ($1.5 billion Conrail shareholders.*
more than CSX's proposal).
100% cash. 60% stock/40% cash.
Up to 100% of the shares can be Only 40% of the shares can be
purchased through a voting trust purchased through a voting trust
mechanism in the near term. mechanism in the near term.
No continued equity risk. The value of the back-end stock will
fluctuate with price of CSX stock,
and there is no downside protection.
Consistent with the purpose that Exactly the kind of two-tiered,
the Pennsylvania Fair Value coercive offer that the
Statute was intended to achieve. Pennsylvania Fair Value Statute was
intended to address.
Norfolk Southern assumes Conrail shareholders assume
regulatory risk. regulatory risk with respect to the
back-end CSX shares -- 60% of CSX's
consideration.
MAXIMIZES SHAREHOLDER VALUE. DOES NOT MAXIMIZE SHAREHOLDER VALUE.
*Based on the closing sale price of CSX common stock on November 7, 1996
HERE'S HOW YOU CAN HELP YOURSELF AND PROTECT YOUR CONRAIL INVESTMENT:
(X) Tender into Norfolk Southern's superior offer. Don't tender into
CSX's "cram down" offer.
(X) Vote NO on Norfolk Southern's GOLD proxy card on Conrail's proposals
to "opt out" of Pennsylvania's Fair Value Statute and to adjourn the
special meeting.
(X) Ask the Conrail Board why:
- -- It doesn't take actions to remove its own roadblocks to the Norfolk
Southern offer.
- -- It is trying to force the inferior CSX deal on Conrail's
shareholders.
- -- It isn't pursuing a course that takes into account the best
interests of Conrail's shareholders.
[Graphic: Box with checkmark above the words "VOTE NO"]
[Norfolk Southern Logo]
November 11, 1996 Important: If you have any questions, please call our
solicitor, Georgeson & Company Inc. toll free at 1 800-223-2064. Banks and
brokers call 212-440-9800.
