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/
Check the appropriate box:
/ / 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.
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[WALL STREET JOURNAL ADVERTISEMENT]
TO CONRAIL SHAREHOLDERS:
ACT NOW TO PROTECT
YOUR INVESTMENT
Norfolk Southern Urges You to Vote NO on the GOLD Proxy
Card
Norfolk Southern Corporation has offered $100 per share
in cash for each of your Conrail shares. This exceeds by
more than $15 the blended value per share offered under
the ill-advised merger agreement which Conrail has signed
with CSX Corporation (based upon the closing sale price
of CSX stock on November 1, 1996).
But you may not have the chance to accept this more
valuable offer unless you vote NO on the GOLD proxy card.
The Conrail Board wants you to "opt out" of the "Fair
Value Statute" of the Pennsylvania Business Corporation
Law. Essentially, this law protects the rights of
shareholders to receive fair value for their shares in
the company. You must vote NO to preserve your rights!
[Graphic: Box with checkmark above the words "VOTE NO"]
DON'T BE FORCED INTO ACCEPTING AN INFERIOR OFFER!
Look at the lockup devices and sweetheart deals that
Conrail has given to CSX:
Conrail had agreed to "swallow" its "poison pill" so that
no one other than CSX could acquire Conrail until 2005.
Following Norfolk Southern's legal action, the Conrail
Board backed down.
Conrail has agreed to pay approximately $420 million in
"break-up" fees and option benefits (based on our current
offer) to CSX if the merger agreement is terminated.
These giveaways amount to more than $4.60 per share of
your stock.
The Conrail Board has agreed not to terminate the CSX
merger agreement for six months, even if its fiduciary
duties to you require otherwise.
Clearly, its up to you to protect your legal rights.
Don't opt out of the chance to get "fair value" for your
shares.
Ask yourself, Why Is Conrail:
Putting up roadblock after roadblock in an attempt to
prevent you from receiving the benefit of our higher
offer?
Asking you to "opt out" of the "Fair Value Statute", one
of the few protections you have left?
Not negotiating in your interests for a higher price?
Ignoring our superior $100 per share offer?
VOTE NO ON THE "OPT-OUT" AND ADJOURNMENT PROPOSALS BY
SIGNING, DATING AND RETURNING THE GOLD PROXY CARD TODAY.
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.
[NORFOLK SOUTHERN LOGO]
