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CONRAIL INC.
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NORFOLK SOUTHERN CORPORATION
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[Norfolk Southern Logo]
FOR IMMEDIATE RELEASE
December 11, 1996
Media Contact: Robert Fort
757 629-2714
NS OFFERS TO CR BOARD TO FORMALIZE NS PLEDGE
NORFOLK, VA -- In a letter sent today to the Board of Directors of Conrail,
Norfolk Southern offered to formalize in a written agreement with Conrail,
on behalf of Conrail's shareholders, Norfolk Southern's pledge made earlier
this week that it 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 shareholders less than they deserve for their shares.
Norfolk Southern is awaiting a response from Conrail.
Norfolk Southern also announced that, in order to underscore its
commitment to continue the fight to deliver to Conrail shareholders $110 in
cash per share, it has extended its previously announced $110 all cash, all
shares tender offer through 12:00 midnight, New York, City time, on January
10, 1997. According to the depositary for the Norfolk Southern tender
offer, approximately 2.4 million Conrail shares had been tendered and not
withdrawn pursuant to Norfolk Southern's offer as of this morning.
###
World Wide Web Site - http://www.nscorp.com
[Norfolk Southern Letterhead]
December 11, 1996
BY FAX
Board of Directors
Conrail Inc.
2001 Market Street
Two Commerce Square
Philadelphia, Pennsylvania 19101
Attn: Chairman
Gentlemen:
As you know, both in a press release and in newspaper
advertisements earlier this week, Norfolk Southern issued the following
pledge to Conrail shareholders:
"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."
I am writing to underscore the seriousness of Norfolk Southern's
pledge. We intend that the foregoing pledge be treated as a binding
commitment to the Conrail shareholders. However, should you deem it
necessary or otherwise appropriate, Norfolk Southern stands ready to enter
into a written agreement with Conrail, on behalf of the Conrail
shareholders, confirming this pledge.
Our attorneys are available to work with your attorneys to
promptly work out the language of such an agreement. We look forward to
your response.
Very truly yours,
/s/ David R. Goode
David R. Goode
