SCHEDULE 14A INFORMATION
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SECURITIES EXCHANGE ACT OF 1934
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CONRAIL INC.
(Name of Registrant as Specified in its Charter)
NORFOLK SOUTHERN CORPORATION
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FOR IMMEDIATE RELEASE
November 21, 1996
Media Contact: Robert Fort
(757) 629-2714
NS EXTENDS CONRAIL TENDER OFFER
NORFOLK, VA - Norfolk Southern Corporation (NYSE: NSC) today announced that
it is extending its previously announced tender offer for shares of
Conrail. The tender offer has been extended through 12:00 midnight, New
York City time, on Monday, December 16, 1996. Norfolk Southern continues to
offer $110 cash per share for all shares of Conrail. According to the
depositary for the Norfolk Southern tender offer, approximately 1.4 million
Conrail shares had been tendered and not withdrawn pursuant to Norfolk
Southern's offer as of the afternoon of November 21.
Regarding the announcement concerning CSX's purchase today of
Conrail shares under the CSX offer, Norfolk Southern said the response to
the CSX offer clearly demonstrates that most holders of Conrail stock want
$110 cash per share, the price Norfolk Southern continues to offer.
Unfortunately for Conrail stockholders, CSX is willing to make this payment
only for up to 40 percent of the outstanding shares.
-- MORE --
To preserve their opportunity to receive the best price for all
their shares, Conrail stockholders need to vote against Conrail's proposal
to opt out of the Pennsylvania fair value statute. Norfolk Southern intends
to take every step necessary to convince Conrail stockholders to vote
against the opt-out proposal.
In view of CSX's purchase of 19.9% of the Conrail shares,
Norfolk Southern indicated that no purpose would be served by seeking
expedited review by the Third Circuit Court of Appeals of the decision not
to enjoin CSX's purchase. While the closing of the CSX offer has made the
need for an expedited review unnecessary, Norfolk Southern continues to
pursue on the merits its lawsuit against Conrail and CSX.
Based on advice received from federal regulatory agencies,
Norfolk Southern confirmed that the two regulatory conditions to its offer
have been satisfied. As a result, the only major conditions that remain to
be satisfied are those requiring action by Conrail's board of directors.
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