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CONRAIL INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NORFOLK SOUTHERN CORPORATION
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FOR IMMEDIATE RELEASE
January 9, 1997
Media Contact: Robert Fort
(757) 629-2710
NORFOLK SOUTHERN TO APPEAL RULING ON PRELIMINARY INJUNCTION AGAINST
CONRAIL, WELCOMES SURFACE TRANSPORTATION BOARD POSITION ON LOCK-OUT
NORFOLK, VA -- Norfolk Southern Corporation (NYSE: NSC) issued
the following statement in response to U.S. District Court Judge
Donald VanArtsdalen's decision today declining to issue a
preliminary injunction enjoining the Conrail shareholders
meeting scheduled to be held January 17 and a separate decision
today by the Surface Transportation Board:
"Norfolk Southern is appealing the Court's ruling to the
U.S. Third Circuit Court of Appeals in Philadelphia and is asking
the Court to hear the appeal on an expedited basis.
"Regardless of the outcome of our appeal, Conrail
shareholders will have an opportunity on January 17 to regain
control of the corporation they own. By rejecting the proposed
'opt out' of Pennsylvania's fair value statute they can send a
clear message to Conrail's board that CSX's latest bid is
unacceptable and that shareholders want the opportunity to
consider Norfolk Southern's superior all-cash offer of $115 per
share --- an offer worth over $1 billion more than CSX's.
"Today's ruling in no way contradicts the fact that Conrail
and CSX are continuing to wage a campaign of coercion to deny
Conrail shareholders that opportunity and force them to go along
with CSX's inferior offer.
"Norfolk Southern is pleased that the Surface
Transportation Board, acting on its petition to invalidate the
lock-out provision, today issued a decision acknowledging that
the two-year lock-out period 'appears excessive on its face.'
"The Board emphasized that the lock-out provision would not
preclude it from approving Norfolk Southern's proposal to acquire
Conrail or keep Norfolk Southern from consummating the merger
once it is approved.
"While the Board said it was premature to void the provision
at this time, it held that federal law would void the lock-out
provision if the Board approves a Norfolk Southern/Conrail
combination. In language applicable to CSX and Conrail, the
Board said: 'A person cannot effectively preclude our approval
of a transaction from going forward simply by entering into a
contract that purports to prevent all alternatives to its own
preferred outcome.'
"Norfolk Southern remains committed to its offer to acquire
Conrail and to deliver to Conrail shareholders $115 in cash for
each of their shares. As announced yesterday, Norfolk Southern
has received commitments from banks that provide more than enough
money to fully fund its all-cash offer."
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