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CONRAIL INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NORFOLK SOUTHERN CORPORATION
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THE REGISTRANT)
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FOR IMMEDIATE RELEASE
December 17, 1996
Media Contact: Robert Fort
(757) 629-2714
NS PRAISES RULING BLOCKING CONRAIL FROM POSTPONING SHAREHOLDER MEETING
NORFOLK, VA -- Norfolk Southern Corporation (NYSE: NSC) today
issued the following statement in response to U.S. District Court
Judge Donald Van Artsdalen's decision granting its motion for a
preliminary injunction to prevent Conrail Inc. from postponing a
special meeting of shareholders scheduled for December 23:
"Today's decision is a victory for Conrail shareholders who
will now have the opportunity to voice their opinion on Conrail's
proposal to 'opt out' of the fair value provision of Pennsylvania's
anti-takeover statute.
"We are pleased that Judge Van Artsdalen recognized that
the December 23 vote would be nothing more than a 'sham election'
if Conrail could cancel the shareholder meeting because it was
losing.
"During the hearing, Judge Van Artsdalen asked Conrail s
lawyer, 'Isn't there something fundamentally unfair with saying,
'we're going to hold an election, but we're only going to hold it
if we know we're going to win?'' In his ruling, the judge
agreed with Norfolk Southern that the answer to this question was
yes.
"Norfolk Southern remains determined to deliver Conrail
shareholders its all-cash offer of $110 for each of their shares.
Shareholders will have a meaningful vote on December 23 and by
voting against the 'opt out' proposal will be a step closer to
having the opportunity to consider Norfolk Southern's superior
offer -- an offer worth about $16 per share or $1.5 billion more
than CSX's coercive front-end loaded, two-tiered deal for
Conrail."
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