FORM 10-K/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1994
-----------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For Transition Period from _________________ to ____________________
Commission File No. 1-12184
CONRAIL INC.
------------
(Exact name of registrant as specified in its charter)
Pennsylvania 23 2728514
---------------------------- ---------------------------------------
(State or other jurisdiction (I.R.S. Employer Identification Number)
of incorporation or organization)
2001 Market Street, Two Commerce Square
Philadelphia, Pennsylvania 19101-1417
-------------------------------------------- ------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (215) 209-4000
--------------
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
Conrail Inc. New York Stock Exchange
Common Stock (Par Value $1.00) Philadelphia Stock Exchange
and Common Stock Purchase Rights ---------------------------
--------------------------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
Aggregate market value of voting stock held by non-affiliates of the
Registrant (as of March 3, 1995): $4,220,212,356
Shares of Common Stock outstanding (as of March 3, 1995): 78,625,629
DOCUMENTS INCORPORATED BY REFERENCE:
Proxy Statement for Annual Meeting of Shareholders to be held on
May 17, 1995 - Part III
Reflects correction of typographical error on: page 45, page 74, Exhibit 11 -
page 2 of 3, and Exhibit 27.
<PAGE>
<TABLE>
CONRAIL INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
<CAPTION>
Series A Unearned Additional
Preferred ESOP Common Paid-In Retained Treasury
($ In Millions Except Per Share Data) Stock Compensation Stock Capital Earnings Stock
--------- ------------ ------ ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Balance, January 1, 1992 $288 $(273) $ 41 $1,909 $ 715 $ (19)
Amortization 10
Net income 282
Common dividends, $1.00 per
share (Note 2) (81)
Preferred dividends, $2.165 per
share (Note 2) (21)
Common stock split (Note 2) 42 (42)
Common shares acquired (131)
Exercise of stock options 12
Other (1) 9 8
----- ----- ----- ------ ----- -----
Balance, December 31, 1992 287 (263) 83 1,888 903 (150)
Amortization 10
Net income 160
Common dividends, $1.20 per
share (96)
Preferred dividends, $2.165 per
share (21)
Common shares acquired (64)
Exercise of stock options 1 20
Common shares reclassified as
unissued (4) (107) (98) 209
Other (1) 18 9
----- ----- ----- ----- ----- -----
Balance, December 31, 1993 286 (253) 80 1,819 857 (5)
Amortization 10
Net income 324
Common dividends, $1.40 per
share (111)
Preferred dividends, $2.165 per
share (21)
Common shares acquired (94)
Exercise of stock options 14
Other (3) 15 7
----- ----- ----- ----- ----- ----
Balance, December 31, 1994 $283 $(243) $ 80 $1,848 $1,056 $(99)
===== ===== ===== ===== ===== ====
See accompanying notes.
</TABLE>
45
<PAGE>
POWER OF ATTORNEY
-----------------
Each person whose signature appears below under "SIGNATURES" hereby
authorizes H. William Brown and Bruce B. Wilson, or either of them, to
execute in the name of each such person, and to file, any amendment to this
report and hereby appoints H. William Brown and Bruce B. Wilson, or either
of them, as attorneys-in-fact to sign on his or her behalf, individually
and in each capacity stated below, and to file any and all amendments to
this report.
SIGNATURES
----------
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act 1934, Conrail Inc. has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
CONRAIL INC.
Date: March 15, 1995
By /S/ James A. Hagen
------------------------
James A. Hagen
Chairman and Chief Executive
Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below on this 15th day of March, 1995, by the
following persons on behalf of Conrail Inc. and in the capacities
indicated.
Signature Title
/s/ James A. Hagen
--------------------------- Chairman and Chief Executive
James A. Hagen Officer and Director
(Principal Executive Officer)
/s/ H. William Brown
--------------------------- Senior Vice President - Finance
H. William Brown and Administration
(Principal Financial Officer)
/s/ Donald W. Mattson
--------------------------- Vice President - Controller
Donald W. Mattson (Principal Accounting Officer)
74
<PAGE>
Exhibit 11
<TABLE> ----------
CONRAIL INC.
------------
EARNINGS PER SHARE COMPUTATIONS
-------------------------------
($ In Millions Except Per Share)
<CAPTION>
Years ended December 31,
----------------------------------------
1994 1993 1992
------------- ------------ -----------
<S> <C> <C> <C>
Weighted average number of shares (3)
Primary
Weighted average number of
common shares outstanding 79,089,464 79,656,302 80,823,000
Effect of shares issuable under
stock option plans 585,317 990,193 920,648
---------- ---------- ----------
79,674,781 80,646,495 81,743,648
========== ========== ==========
Fully diluted
Weighted average number of
common shares outstanding 79,089,464 79,656,302 80,823,000
ESOP Stock 9,887,940 9,954,311 9,966,200
Effect of shares issuable under
stock option plans 585,317 1,225,369 1,066,993
---------- ---------- ----------
89,562,721 90,835,982 91,856,193
========== ========== ==========
Income per common share (3)
Before the cumulative effect of
changes in accounting principles
Primary $3.90 $2.74 $3.28
Fully diluted 3.56 2.51 2.99
Cumulative effect of changes in
accounting principles
Primary (.92)
Fully diluted (.81)
Net income
Primary $3.90 $1.82 $3.28
Fully diluted 3.56 1.70 2.99
</TABLE>
Page 2 of 3
<PAGE>
Exhibit 27
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CONRAIL INC.
------------
FINANCIAL DATA SCHEDULE
-----------------------
($ In Millions Except Per Share)
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM
FORM 10-K AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FORM 10-K.
[MULTIPLIER] 1,000,000
<TABLE>
<S> <C>
[FISCAL-YEAR-END] Dec-31-1994
[PERIOD-START] Jan-01-1994
[PERIOD-END] Dec-31-1994
[PERIOD-TYPE] 12-MOS
[CASH] 43
[SECURITIES] 0
[RECEIVABLES] 646
[ALLOWANCES] 0
[INVENTORY] 164
[CURRENT-ASSETS] 1,125
[PP&E] 6,498
[DEPRECIATION] 0
[TOTAL-ASSETS] 8,322
[CURRENT-LIABILITIES] 1,201
[BONDS] 1,940
[PREFERRED-MANDATORY] 0
[PREFERRED] 283
[COMMON] 80
[OTHER-SE] 2,562
[TOTAL-LIABILITY-AND-EQUITY] 8,322
[SALES] 0
[TOTAL-REVENUES] 3,733
[CGS] 0
[TOTAL-COSTS] 3,127
[OTHER-EXPENSES] 0
[LOSS-PROVISION] 0
[INTEREST-EXPENSE] 192
[INCOME-PRETAX] 532
[INCOME-TAX] 208
[INCOME-CONTINUING] 324
[DISCONTINUED] 0
[EXTRAORDINARY] 0
[CHANGES] 0
[NET-INCOME] 324
[EPS-PRIMARY] 3.90
[EPS-DILUTED] 3.56
</TABLE>
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities and
Exchange Act of 1934, as amended, the registrant has duly
caused this Report on Form 10K/A to be signed on its behalf
by the undersigned, thereunto duly authorized.
CONRAIL INC.
/s/ H. William Brown
-----------------------
H. William Brown
Senior Vice President -
Finance and Administration
and Attorney-in-fact.
March 29, 1995
