SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant / /
Filed by a Party other than the Registrant /X/
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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)
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/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:
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transaction computed pursuant to Exchange Act Rule 0-11
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provided by Exchange Act Rule 0-11(a)(2) and identify the
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[Advertisement]
TO CONRAIL SHAREHOLDERS:
Conrail wants you to think resistance is futile.
Your vote can prove them dead wrong.
[Graphic: Box with checkmark above the words "VOTE NO"]
Conrail's management has made it clear that shareholder
rights have no place on their agenda. You already know
that they want to coerce you into accepting a part cash,
part stock CSX offer. Norfolk Southern's $110 all-cash
offer is nearly 19% higher than CSX's inferior offer.*
To get away with that, Conrail needs a shareholder vote
to "opt out" of the Pennsylvania Fair Value Statute that
is one of the few protections you have left. Conrail has
called for a vote at a meeting set for 5 p.m. on December
23.
CONRAIL'S PLANS FOR A PHONY VOTE
However, Conrail's management has blatantly announced
that they won't convene the meeting unless they know
ahead of time that they have enough votes to assure
approval of their proposal. And they have said that they
will continue to set new shareholder meetings until
shareholders approve the proposal. In other words, vote
their way or your vote won't count.
It's hard to imagine a more arrogant denial of basic
shareholder rights. And Norfolk Southern has no
intention of letting Conrail get away with it.
A BETTER OFFER FROM A BETTER RAILROAD
Norfolk Southern will continue the fight to deliver to
Conrail shareholders our all-cash $110 offer for all
shares, with prompt payment through use of a voting
trust.
As the safest and most efficient major railroad in
the country, Norfolk Southern has the ability to pay a
full and fair $110 per share, in cash.
A PLEDGE TO CONRAIL SHAREHOLDERS
CSX and Conrail should have no doubt as to our
determination to acquire Conrail, and our willingness to
use any and all appropriate financial means to accomplish
that objective.
HERE IS THE NORFOLK SOUTHERN PLEDGE: NORFOLK
SOUTHERN WILL NOT BE A PARTY TO ANY AGREEMENT WITH CSX OR
CONRAIL THAT DELIVERS ANYTHING LESS TO CONRAIL
SHAREHOLDERS THAN A $110 ALL-CASH, ALL-SHARES OFFER --
WITH PROMPT PAYMENT THROUGH USE OF A VOTING TRUST -- SO
LONG AS CONRAIL SHAREHOLDERS REJECT THE MANEUVERING BY
CSX AND CONRAIL'S MANAGEMENT TO PAY YOU LESS THAN YOU
DESERVE FOR YOUR SHARES.
BUT TO SUCCEED, WE NEED YOUR HELP BY VOTING
"AGAINST" CONRAIL'S PROPOSALS.
DEFEND THE VALUE OF YOUR SHARES.
VOTE NOW ON NORFOLK SOUTHERN'S GOLD PROXY CARD "AGAINST"
CONRAIL'S PROPOSALS TO "OPT OUT" OF PENNSYLVANIA'S FAIR VALUE
STATUTE AND TO ADJOURN THE SPECIAL MEETING. BE SURE NORFOLK
SOUTHERN RECEIVES YOUR PROXY BEFORE DECEMBER 23.
[Norfolk Southern Logo]
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.
*Based on the closing price of CSX common stock on
December 6, 1996.
December 10, 1996
