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)
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.
(1) Title of each class of securities to which
transaction applies:
(2) Aggregate number of securities to which transaction
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):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as
provided by Exchange Act Rule 0-11(a)(2) and identify the
filing for which the offsetting fee was paid previously.
Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its
filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
[NEWSPAPER AD]
TO ALL CONRAIL CONSTITUENCIES:
PROTECT YOUR INTERESTS.
SUPPORT NORFOLK SOUTHERN'S
SUPERIOR $115 PER SHARE
ALL CASH OFFER.
Join those who are demanding that the Conrail Board
secure the superior benefits of the Norfolk Southern
offer for all constituencies.
GREATER VALUE FOR SHAREHOLDERS
Norfolk Southern's $115 all-cash, all-shares offer - with
prompt payment through use of a voting trust - is worth
18%(1) more than CSX's current deal. And it does not
subject you to the substantial equity risk presented by
receiving part of your payment in CSX stock, which has
already declined 16%(1) since the CSX offer for Conrail was
announced.
BETTER FOR CONRAIL EMPLOYEES
A merger between CSX and Conrail would eliminate
competitive rail service in 64 cities, and Conrail's
Hollidaysburg and Altoona shops are within 70 miles of
CSX's facilities at Cumberland, Maryland. Redundancies
like these could add up to lost jobs. A Norfolk
Southern/Conrail system would have substantially less
overlap.
In addition, CSX was recently named again as having
one of the nation's 50 largest underfunded pensions.(2)
With a Norfolk Southern/Conrail combination, Conrail
employees would become part of one of the most
financially sound and safest major railroads in America.
A MORE COMPETITIVE ENVIRONMENT FOR SHIPPERS
A CSX/Conrail combination would eliminate competitive
service in major markets, such as Philadelphia,
Baltimore, Youngstown and Pittsburgh. A Norfolk
Southern/Conrail combination will provide balanced
competition by creating a strong rail alternative to
compete with CSX.
A STRONGER COMMITMENT TO THE ECONOMIES OF PHILADELPHIA
AND PENNSYLVANIA
Norfolk Southern is committed to maintaining a major
operating presence in Philadelphia and has announced
plans for a multimodal rail-highway facility at the
Philadelphia Navy Base. We are committed to continuing
to operate Conrail's Hollidaysburg Car Shop and its
Juaniata Locomotive Shop in Altoona, and will seek to
promote employment at both locations. What has CSX
promised?
PROTECT YOUR INTERESTS. SHAREHOLDERS SHOULD VOTE NOW
AGAINST CONRAIL'S PROPOSALS. OTHERS SHOULD MAKE THEIR
VOICES HEARD.
[GRAPHIC: CHECKMARK IN BOX ABOVE THE WORDS "VOTE
AGAINST"]
CONRAIL SHAREHOLDERS
Protect the value of your shares. Vote now on Norfolk
Southern's GOLD proxy card AGAINST Conrail's proposals to
"opt out" of Pennsylvania's Fair Value Statute and to
adjourn the special meeting scheduled for January 17. Be
sure Norfolk Southern receives your proxy before January
17.
CONRAIL ESOP PARTICIPANTS
Your vote is especially important since each vote
represents several votes. Use your GREEN instruction
card to confidentially instruct your Trustee to vote
AGAINST Conrail's proposals. Be sure the trustee receives
your instruction card by January 15.
[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.
(1) Based on the closing price of CSX common stock on
January 6, 1997. (2) Pension Benefit Guaranty Corporation:
News Release 97-09, 12/12/96.
January 8, 1997
[PRESS RELEASE]
FOR IMMEDIATE RELEASE
January 8, 1997
Media Contact: Robert Fort
(757) 629-2710
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 Friday, January 24, 1997. Norfolk Southern
continues to offer $115 cash per share for all shares of
Conrail. According to the depositary for the Norfolk
Southern tender offer, approximately 2,568,000 Conrail
shares had been tendered and not withdrawn pursuant to
Norfolk Southern's offer as of the afternoon of January
7.
Norfolk Southern also said that it has received
signed commitment letters from banks in amounts more than
sufficient to fund its current offer. Accordingly, the
financing condition of the Norfolk Southern offer has
been satisfied.
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