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:
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(4) Date Filed:
[Newspaper Ad]
TO CONRAIL SHAREHOLDERS:
IT'S BAD ENOUGH:
THEY WANT YOU TO SETTLE FOR INFERIOR VALUE.
They want you to accept an offer worth $1 billion less than what Norfolk
Southern is offering, approximately $15 per share less.*
THEY WANT YOU TO ASSUME EQUITY RISKS.
They want you to receive much of CSX's remaining offer in the form of
CSX stock, which has already declined 13%* since the CSX offer for Conrail
was announced. Its value will continue to be subject to market risk.
With Norfolk Southern's offer, you know exactly what you will be
getting: $115. All cash. No risk. Period.
THEY WANT TO TAKE AWAY YOUR RIGHT TO
RECEIVE FAIR VALUE.
They want you to approve an amendment to the Conrail charter that
will deprive you of the important protection of the Pennsylvania Fair Value
Statute, which requires that shareholders be able to receive fair
value, in cash, for their shares in takeover transactions
such as the one CSX has proposed.
AND THEY WANT YOU TO HELP THEM PULL IT OFF.
Don't help the Conrail Board cram down CSX's inferior offer. Remind
the Board that you actually own the company, that you elected the Board in
the first place, and that you can replace them if they ignore your
interests. Put a stop to their complete disregard of your
shareholder rights and abdication of their
responsibility to represent those rights.
Take back control of your company.
PROTECT YOUR INTERESTS. VOTE NOW AGAINST CONRAIL'S PROPOSALS TO "OPT OUT"
OF PENNSYLVANIA'S FAIR VALUE STATUTE AND TO ADJOURN THE SPECIAL MEETING.
CONRAIL SHAREHOLDERS
Protect the value of your shares. Vote now on Norfolk
[Graphic: Southern's GOLD proxy card AGAINST Conrail's
Checkmark in proposals. Be sure Norfolk Southern receives your
box above the proxy before January 17.
words "VOTE
AGAINST"] CONRAIL ESOP PARTICIPANTS
Your vote is confidential, and is very important since
each ESOP share represents a significantly greater
voting interest--by our calculations, equal to at
least seven shares. Use your GREEN instruction card
to instruct your Trustee to vote AGAINST Conrail's
proposals. The Trustee must receive 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.
* Based on the closing price of CSX common stock on January 9, 1997.
January 13, 1997
