SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
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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)
Payment of Filing Fee (Check the appropriate box):
/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:
(3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11
(Set forth the amount on which the filing fee is
calculated and state how it was determined):
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/ / Check box if any part of the fee is offset as
provided by Exchange Act Rule 0-11(a)(2) and identify the
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[Advertisement]
TO CONRAIL SHAREHOLDERS:
Norfolk Southern is committed to you.
Norfolk Southern will buy 9.9% of Conrail's shares for $115 per
share in cash after defeat of the "opt out" and adjournment
proposals on January 17.
In a continuing effort to cram down CSX's inferior offer, Conrail
and CSX are now suggesting that Conrail shareholders will have to
wait until 1999 to benefit from Norfolk Southern's superior
offer. That is not true.
Norfolk Southern will promptly amend its existing tender offer to
purchase Conrail's common and ESOP preferred shares representing
9.9% of Conrail's outstanding common shares (the most that we can
purchase without triggering the Poison Pill) after shareholders
reject Conrail's proposal to "opt out" of the important
protections provided by the Pennsylvania Fair Value Statute. The
9.9% offer would not be subject to termination of the Conrail/CSX
merger agreement and would not require any action by Conrail's
board.
Norfolk Southern will tender for the remaining shares promptly
after the purchase.
SURFACE TRANSPORTATION BOARD DECISION
The Surface Transportation Board decided last week that "the
lock-out provision would in no way preclude Board approval . . .
of NS/Conrail merger . . . or the consummation of such a merger,
if approved."
Based on the procedural schedule anticipated by the Surface
Transportation Board, the merger case will be decided in late
1997 or early 1998. That means the lock-out clause will cease to
have any practical effect a year earlier than CSX would have you
believe.
Ask yourself which offer benefits you.
NORFOLK SOUTHERN'S SUPERIOR CSX'S INFERIOR "CRAM DOWN"
OFFER OFFER
$115 per share. $101.29 nominal blended value
per share.*
100% cash. Only 25% cash for remaining
Conrail shares.
No continued equity risk. The value of the back-end
portion of the offer will
fluctuate with the price of
CSX stock. There is no
downside protection.
Consistent with the purpose of Exactly the kind of two-
the Pennsylvania Fair Value tiered, coercive offer that
Statute. the Pennsylvania Fair Value
Statute was intended to
prevent.
* Based on the closing price of CSX common stock on January 13,
1997. Assumes CSX preferred stock is worth $16 per share.
[Graphic: Checkmark in box above the words "VOTE AGAINST"]
PROTECT YOUR INTERESTS. VOTE NOW AGAINST CONRAIL'S PROPOSALS TO
"OPT OUT" OF PENNSYLVANIA'S FAIR VALUE STATUTE AND TO ADJOURN THE
SPECIAL MEETING.
Vote now on Norfolk Southern's GOLD proxy card AGAINST Conrail's
proposals. Be sure Norfolk Southern receives your proxy before
January 17.
[Norfolk Southern Logo]
Important: If you have any questions, please call our solicitor,
Georgeson & Company Inc. toll free at 800-223-2064. Banks and
brokers call 212-440-9800.
January 15, 1997
