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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:
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(4) Date Filed:
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[NORFOLK SOUTHERN LOGO]
January 9, 1997
Dear Conrail Shareholder:
DON'T "OPT OUT" OF YOUR RIGHT TO RECEIVE FAIR VALUE
Conrail's special meeting is now only 8 days away. Vote AGAINST Conrail's
proposal today to protect the value of your investment. Please sign, date and
return the enclosed GOLD proxy card (or GREEN instruction card) today.
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 15%(1)
since the CSX offer for Conrail was announced.
BETTER FOR CONRAIL EMPLOYEES
A merger between CSX and Conrail would eliminate competitive 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 Juniata Locomotive Shop in Altoona, and will
seek to promote employment at both locations. What has CSX promised?
* * *
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 instruction to the Trustee is especially
important since your instruction to the Trustee directs the voting of several
shares. 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.
Sincerely,
Norfolk Southern Corporation
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(1) Based on the closing price of CSX on January 8, 1997.
(2) Pension Benefit Guaranty Corporation: News Release 97-09, 12/12/96.
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IMPORTANT INFORMATION
If your Conrail shares are held in the name of a bank or broker, only your
bank or broker can vote your shares and only upon receipt of your specific
instructions. Please instruct your bank or broker to vote AGAINST Conrail's
proposals by executing the GOLD proxy card today. If you have any questions or
require any assistance in voting your shares, please call:
[GEORGESON & COMPANY INC. LOGO]
Wall Street Plaza
New York, New York 10005
CALL TOLL FREE: 800-223-2064
Banks and Brokers call: 212-440-9800
