As filed with the Securities and Exchange Commission on February 15, 1995
Registration No.
___________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________________________
Conrail Inc.
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2728514
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2001 Market Street
Philadelphia, Pennsylvania 19101
(Address of Principal Executive Offices)
CONSOLIDATED RAIL CORPORATION
ANNUAL PERFORMANCE ACHIEVEMENT REWARD
PLAN FOR 1994 FOR NON-OFFICERS
(Full title of the plan)
Bruce B. Wilson
Senior Vice President-Law
Conrail Inc.
2001 Market Street
Philadelphia, Pennsylvania 19101
(Name and address of agent for service)
(215) 209-4041
(Telephone number, including area code, of agent for service)
_________________________________________________________________
(continued on next page)
<PAGE>
CALCULATION OF REGISTRATION FEE
___________________________________________________________________________
Proposed Proposed
Title of Amount Maximum Maximum Amount of
Securities to to be Offering Aggregate Registration
be Registered Registered Price Per Offering Fee (2)
Share (1) Price (2)
____________________________________________________________________________
Phantom Shares (3) 98,600 $52.875 $5,213,475 $15,120
Common Stock,
par value
$1.00 per share (3) 98,600 0 0 0 (4)
_____________________________________________________________________________
(1) The average of the high and low sale prices of a
share of Conrail Inc. Common Stock on the New York
Stock Exchange on January 31, 1995 (as reported in the
consolidated reporting system), the valuation date
specified by the Plan.
(2) Calculated pursuant to Rule 457 solely for the
purpose of determining the registration fee.
(3) Phantom Shares are settled in shares of Common
Stock on a share for share basis upon lapse of the
deferral period pursuant to the Plan without payment of
additional consideration.
(4) Pursuant to Rule 457(i).
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Incorporated herein by reference are the following
documents heretofore filed by the Registrant with the Securities
and Exchange Commission:
(a) The Registrant's latest annual report
(Form 10-K for the year ended December 31, 1993),
filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended
(the "Exchange Act");
(b) The Registrant's Form 10-Q reports for
the quarters ended March 31, June 30 and September
30, 1994 and the Registrant's Form 8-K Reports
dated February 18, 1994 and December 30, 1994,
filed pursuant to Section 13(a) or 15(d) of the
Exchange Act; and
(c) The description of the Common Stock set
forth under the caption "Description of
Registrant's Securities to be Registered"
contained in the Registrant's Registration
Statement on Form 8-B, dated July 13, 1993,
pursuant to Section 12 of the Exchange Act.
In addition, incorporated herein by reference are all
documents hereafter filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all
securities offered in connection herewith have been sold or which
deregisters all securities offered in connection herewith then
remaining unsold, and such documents shall be deemed to be a part
hereof from the date of filing of such documents.
1
<PAGE>
Item 4. Description of Securities.
At the end of the deferral period, as described in the
Plan, each Phantom Share will be settled by the Registrant on a
one for one basis in the Registrant's Common Stock, without
payment of any additional consideration, fee or charge. During
the deferral period, holders of Phantom Shares will receive
additional compensation in the same amounts as holders of an
equal number of shares of the Registrant's Common Stock receive
as dividends. Holders of Phantom Shares have the option of
accruing additional Phantom Shares instead of receiving this
compensation in cash. Phantom Shares have no voting rights.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Sections 1741 and 1742 of the Pennsylvania Business
Corporation Law, as amended, provide that a business corporation
shall have power to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or
completed action or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he is
or was a representative of the corporation, or is or was serving
at the request of the corporation as a representative of another
entity, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement, actually and reasonably
incurred by him in connection with the action or proceeding, if
2
<PAGE>
he acted in good faith and in a manner he reasonably believed to
be in, or not opposed to, the best interests of the corporation
and, with respect to any criminal proceeding, had no reasonable
cause to believe his conduct was unlawful. In the case of
actions by or in the right of the corporation, Section 1742
provides that a corporation may indemnify any such persons only
against expenses (including attorneys' fees) actually and
reasonably incurred in connection with the defense or settlement
of such action and only if such person acted in good faith and in
a manner he reasonably believed to be in, or not opposed to, the
best interests of the corporation, provided that no such
indemnification is permitted in respect of any claim, issue or
matter as to which the person has been adjudged to be liable to
the corporation unless and only to the extent that the
appropriate court determines upon application that, despite the
adjudication of liability but in view of all the circumstances of
the case, the person is fairly and reasonably entitled to an
indemnity for the expenses that such court deems proper.
Section 1743 of the Pennsylvania Business Corporation
Law mandates that to the extent a representative of a business
corporation has been successful on the merits or otherwise in
defense of any action or proceeding (including one on behalf of
the corporation), or in defense of any claim, issue or matter
therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in
connection therewith.
3
<PAGE>
Section 1745 of the Pennsylvania Business Corporation
Law provides that expenses (including attorneys' fees) incurred
in defending any action or proceeding as discussed above may be
paid by a business corporation in advance of the final
disposition of the action or proceeding upon receipt of an
undertaking by or on behalf of the representative to repay the
amount if it is ultimately determined that he is not entitled to
be indemnified by the corporation.
Section 1746(a) of the Pennsylvania Business
Corporation Law permits a business corporation to create a fund,
which may, but need not be, under the control of a trustee, or
otherwise secure or insure in any manner its indemnification
obligations.
Section 1746(a) of the Pennsylvania Business
Corporation Law provides that the indemnification and advancement
of expenses provided for by the statutory provisions discussed
above shall not be deemed exclusive of any other rights to which
a person seeking the indemnification or advancement of expenses
maybe entitled under any by-law, agreement, vote of shareholders
or disinterested directors or otherwise, both as to actions in
his official capacity and as to actions in another capacity while
holding that office. However, indemnification pursuant to
Section 1746(a) shall not be made in any case where the act or
failure to act giving rise to the claim for indemnification is
determined by a court to have constituted a willful misconduct or
recklessness. A Pennsylvania corporation's articles of
4
<PAGE>
incorporation may not provide for indemnification in the case of
willful misconduct or recklessness.
Under Section 1747 of the Pennsylvania Business
Corporation Law, a corporation may maintain insurance on behalf
of any of the persons referred to above against any liability
asserted against such person and incurred in or arising out of
the capacities referred to above, whether or not the corporation
would have the power to indemnify him against that liability
under the Pennsylvania Business Corporation Law.
Section 11.7 of the Registrant's By-laws mandates the
indemnification by the Registrant of any officer or director, and
authorizes the Board of Directors to direct the Registrant to
indemnify any employee or agent other than an officer of the
Registrant, with respect to any threatened, pending or completed
action, suit or proceeding (including actions by or in the right
of the Registrant to procure a judgment in its favor) arising out
of, or in connection with, any actual or alleged act or omission
or the status of such person in his capacity as a director,
officer, employee or agent of the Registrant or in such capacity
for another enterprise if requested to serve in such capacity by
the Registrant, against expenses (including attorney's fees),
judgments, fines, and amounts paid in settlement actually and
reasonably incurred, unless the person's actions or failure to
act that gave rise to the claim for indemnification is determined
by a court to have constituted willful misconduct or
recklessness. Expenses incurred by any director or officer in
5
<PAGE>
defending any civil or criminal action shall be, and such
expenses incurred by any employee or agent other than an officer
may upon approval of the Board of Directors be, paid by the
Registrant in advance of the final disposition of such action,
suit or proceeding, upon receipt of an undertaking by such person
to repay such amount if it shall ultimately be determined that
such person is not entitled to be indemnified by the Registrant.
Section 11.6 of the Registrant's By-laws provides that
no director of the Registrant shall be personally liable for
monetary damages for any action taken or any failure to take
action unless such director has breached or failed to perform the
duties of his office under the Pennsylvania Business Corporation
Law and the breach or failure to perform constitutes self-
dealing, willful misconduct or recklessness, or unless such
liability is imposed pursuant to a criminal statute or for the
payment of taxes.
Sections 11.6 and 11.7 of the Registrant's By-laws do
not apply to any actions filed prior to their adoption by the
Registrant's shareholders on July 29, 1987, nor to any breach or
failure of performance occurring prior to July 29, 1987.
Section 11.8 of the Registrant's By-laws mandates the
indemnification of directors and officers of the Registrant and
persons serving in such capacity for another company at the
request of the Registrant, if such person has been successful on
the merits or otherwise or upon a determination in the specific
case that such indemnification is proper because the person has
6
<PAGE>
met the standard of conduct set forth in the 1988 Pennsylvania
Business Corporation Law. Section 11.8 applies to any breach or
failure of performance, regardless of its date of occurrence.
The Registrant maintains directors' and officers'
liability insurance for expenses for which indemnification is
permitted by the Pennsylvania Business Corporation law.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Articles of Incorporation of the
Registrant filed as Appendix B to the Proxy
Statement of Consolidated Rail Corporation, dated
April 16, 1993 and incorporated herein by
reference.
4.2 By-Laws of the Registrant, filed as
Exhibit 3.3(ii) to the Registrant's Form 8-B,
dated July 13, 1993 and incorporated herein by
reference.
4.3 Form of Certificate of Common Stock, par
value $1.00 per share, of the Registrant, filed as
Exhibit 3.4(i)(c) to the Registrant's Form 8-B
dated July 13, 1993 and incorporated herein by
reference.
4.4 Form of Certificate of Series A ESOP
Convertible Junior Preferred Stock, no par value,
of the Registrant filed as Exhibit 3.4(i)(d) to
the Registrant's Form 8-B dated July 13, 1993 and
incorporated herein by reference.
4.5 Amended Rights Agreement, dated as of
October 19, 1994, between Conrail Inc. and First
Chicago Trust Company of New York, together with
Form of Right Certificate and Summary of Rights to
Purchase Common Shares as exhibits thereto, filed
as Exhibit 4.1 to the Registrant's Form 10-Q dated
November 10, 1994 and incorporated herein by
reference.
7
<PAGE>
4.6 Consolidated Rail Corporation Annual
Performance Achievement Reward Plan For 1994 For
Non-Officers.
5 Opinion of Harkins Cunningham as to
legality.
15.1 Letter of Price Waterhouse as to
unaudited interim financial information.
15.2 Letter of Coopers & Lybrand as to
unaudited interim financial information.
23.1 Consent of Harkins Cunningham (included in Exhibit
5).
23.2 Consent of Coopers & Lybrand.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to
this Registration Statement:
(i) to include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts
or events arising after the effective date of this
Registration Statement (or the most recent post-
effective amendment thereof) which, individually
or in the aggregate, represent a fundamental
change in the information set forth in this
Registration Statement;
(iii) to include any material information with
respect to the plan of distribution not previously
8
<PAGE>
disclosed in this Registration Statement
or any material change to such information in this
Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and
-----------------
(a)(1)(ii) do not apply if the information required to
be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by
the Registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration
Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934
9
<PAGE>
that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to
the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
10
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Philadelphia, Commonwealth of Pennsylvania, on February 15,
1995.
CONRAIL INC.
Registrant
By: /S/
----------------------
James A. Hagen
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed on February 15,
1995 by the following persons in the capacities indicated.
/S/
- ----------------------------
James A. Hagen
Chairman, Chief Executive Officer and Director
(Principal Executive Officer)
/S/
- ----------------------------
H. William Brown
Senior Vice President - Finance and Administration
(Principal Financial Officer)
/S/
- ----------------------------
Donald W. Mattson
Vice President - Controller
(Principal Accounting Officer)
/S/
- ----------------------------
H. Furlong Baldwin
Director
11
<PAGE>
/S/
- -----------------------------
Claude S. Brinegar
Director
/S/
- -----------------------------
Daniel B. Burke
Director
/S/
- -----------------------------
Kathleen Foley Feldstein
Director
/S/
- -----------------------------
Roger S. Hillas
Director
/S/
- -----------------------------
E. Bradley Jones
Director
/S/
- -----------------------------
David M. LeVan
President, Chief Operating Officer and Director
/S/
- -----------------------------
David B. Lewis
Director
/S/
- -----------------------------
John C. Marous
Director
/S/
- -----------------------------
Raymond T. Schuler
Director
/S/
- -----------------------------
David H. Swanson
Director
12
<PAGE>
EXHIBIT INDEX
Exhibit No.
- -----------
4.6 Consolidated Rail Corporation Annual
Performance Achievement Reward Plan
For 1994 For Non-Officers.
5 Opinion of Harkins Cunningham as to
legality.
15.1 Letter of Price Waterhouse as to unaudited
interim financial information.
15.2 Letter of Coopers & Lybrand as to unaudited
interim financial information.
23.2 Consent of Coopers & Lybrand.
Exhibits 4.1, 4.2, 4.3, 4.4 and 4.5 are incorporated herein by
reference.
<PAGE>
EXHIBIT 4.6
PROSPECTUS
CONRAIL INC.
Common Stock
(Par Value $1.00 Per Share)
and Phantom Shares
________________________
CONSOLIDATED RAIL CORPORATION ANNUAL
PERFORMANCE ACHIEVEMENT REWARD PLAN
FOR 1994 FOR NON-OFFICERS
This Prospectus relates to 98,600 shares of Common
Stock, par value $1.00 per share (the "Common Stock"), and 98,600
Phantom Shares of Conrail Inc., a Pennsylvania corporation (the
"Company"), issuable pursuant to the Consolidated Rail
Corporation Annual Performance Achievement Reward Plan For 1994
For Non-Officers ("the Plan"). Participants may obtain
additional information about the Plan and its administrators from
Conrail Inc., Secretary, 2001 Market Street, Philadelphia,
Pennsylvania 19101, telephone (215) 209-4054.
The New York Stock Exchange and the Philadelphia Stock
Exchange will authorize the listing, upon official notice of
issuance, of the shares of the Common Stock to which this
Prospectus relates. The Phantom Shares will not be listed on any
securities exchange.
______________________________________________
THIS DOCUMENT CONSTITUTES PART OF A
PROSPECTUS COVERING SECURITIES THAT HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933.
_______________________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
________________________________________________
<PAGE>
Neither delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication
that there has been no change in the affairs of the Company since
the date hereof or the dates as of which information is set forth
herein. No person has been authorized to give any information or
to make any representations, other than as contained herein, in
connection with the offer contained in this Prospectus, and if
given or made, such information or representations must not be
relied upon as having been authorized by the Company. This
Prospectus does not constitute an offer to sell or a solicitation
of an offer to buy the securities to which this Prospectus
relates in any state or other jurisdiction to any person to whom
it is unlawful to make such offer or solicitation.
_______________________________
The date of this Prospectus is February 15, 1995.
<PAGE>
Description of the Plan.
- -----------------------
The Plan was adopted by the Board of Directors of the
Company (the "Board") on December 15, 1993, as amended on
April 20, 1994, and was effective throughout calendar year 1994.
The purposes of the Plan are to provide an incentive for enhanced
individual and corporate performance and aid the Company's wholly-
owned subsidiary, Consolidated Rail Corporation, in attracting
and retaining capable employees.
The Plan provides for the payment of bonus awards
("Awards") upon the attainment of certain specified corporate
performance targets. Awards are payable in cash or, at the
election of the participant, in Phantom Shares of the Company
that are settled automatically at the end of the deferral period
on a share for share basis, without any additional consideration,
fees or charges, in shares of Common Stock of the Company. To
the extent the Plan provides for cash payments, the Plan is
unfunded. Obligations of the Company under the Plan are
unsecured. The Plan is not subject to the provisions of the
Employee Retirement Income Security Act of 1974.
Shares Subject to the Plan.
--------------------------
Up to 98,600 Phantom Shares and an equal number of
shares of Common Stock may be issued pursuant to the Plan.
The Company currently anticipates that all of the
shares of Common Stock issued pursuant to the Plan will be issued
from the Company's authorized but unissued capital stock or
reacquired shares of Common Stock.
1
<PAGE>
At the end of the deferral period, as described in the
Plan, each Phantom Share will be settled by the Registrant on a
one for one basis in the Registrant's Common stock, without
payment of any additional consideration, fee or charge. During
the deferral period, holders of Phantom Shares will receive
additional compensation in the same amounts as holders of an
equal number of shares of the Registrant's Common Stock receive
as dividends. Holders of Phantom Shares have the option of
accruing additional Phantom Shares instead of receiving this
compensation in cash. Phantom Shares have no voting rights.
Administration.
--------------
The Plan is administered by the Compensation Committee
of the Board. The Compensation Committee consists of at least
three (3) disinterested members of the Board appointed by the
Board for a one-year term. Members of the Compensation Committee
can be removed from such Committee by the Board. The
Compensation Committee has sole and complete authority to adopt,
alter and repeal such administrative rules, guidelines and
practices governing the operation of the Plan as it shall from
time to time deem advisable, and to interpret the terms and
provisions of the Plan. Decisions of the Compensation Committee
are final and conclusive in all matters relating to the Plan.
Eligible Employees.
------------------
Each non-agreement employee, and each technically
covered employee, other than an officer, who is employed by
2
Consolidated Rail Corporation during 1994 is eligible to
participate in the Plan.
Purchase of Securities Pursuant to the Plan and Payment for
-----------------------------------------------------------
Securities Offered.
- ------------------
Each participant was entitled to elect, by July 31,
1994, to defer receipt of all or a part (subject to a 10%
minimum) of his or her Award for a period of one, two, three,
four or five years. Each participant who elects to defer receipt
of all or a part of his or her Award shall be credited with
Phantom Shares equal in value to the deferred amount of his or
her Award ("Deferred Shares"), plus additional Phantom Shares
equal in value to 10% of the deferred amount of the Award
multiplied by the number of years receipt of such Award was
deferred ("Bonus Shares"). For purposes of calculating the
number of Phantom Shares to be credited to a participant, each
Phantom Share is deemed to have a value of $52.875, the average
of the high and low sales prices of the Company's Common Stock on
the New York Stock Exchange on January 31, 1995.
Assignment; Transfer; Liens.
---------------------------
The Plan contains no provisions relating to the
assignment, hypothecation or transfer of Awards or Phantom
Shares, nor any provisions relating to the creation of any liens
on the Awards or Phantom Shares.
Forfeitures.
-----------
A participant who is dismissed from employment with
Consolidated Rail Corporation for cause prior to receipt of any
3
<PAGE>
portion of his or her Phantom Shares or Common Stock shall
forfeit such portion of such Phantom Shares or Common Stock.
A participant who resigns from Consolidated Rail
Corporation during the deferral period will receive cash in the
amount of the lesser of (1) the amount of the Award the
participant deferred or (2) an amount equal to the number of
Deferred Shares held by such participant multiplied by the fair
market value of the Company's Common Stock on the date of his or
her termination of employment. Such a participant will also
receive a cash payment for all Phantom Shares accumulated through
the election to reinvest as dividends, but will forfeit all Bonus
Shares.
A participant who retires during the deferral period
with the right to an immediate pension under the Supplemental
Pension Plan of Consolidated Rail Corporation will receive a
stock certificate representing the number of shares of the
Company's Common Stock that is equal to the sum of (1) the
participant's Deferred Shares plus (2) that fraction of the
participant's Bonus Shares that is equal to the number of days
from the first day of the deferral period to the last day of the
participant's employment divided by the total number of days in
the deferral period. The balance of such participant's Bonus
Shares will be forfeited.
Federal Income Tax Effects.
--------------------------
The principal federal income and employment tax
consequences of the Plan under the Internal Revenue Code of 1986,
4
<PAGE>
as amended (the "Code"), as currently in effect to employees and
the Company are set forth below. The following general summary
------------------------------
does not purport to be complete and does not cover, among other
- ---------------------------------------------------------------
things, state and local tax treatment of participation in the
- -------------------------------------------------------------
Plan. Furthermore, differences in participants' financial
- -----------------------------------------------------------
situations may cause federal, state and local tax consequences of
- -----------------------------------------------------------------
participation in the Plan to vary. Therefore, each participant
- ---------------------------------------------------------------
in the Plan is urged to consult his or her own accountant, legal
- ----------------------------------------------------------------
counselor or other financial advisor regarding the income tax
- -------------------------------------------------------------
consequences to him of participation in the Plan.
- -------------------------------------------------
The Plan is not qualified under Section 401(a) of the
Code.
A participant receiving an immediate cash payment of
all or part of an Award, a deferred cash payment for Phantom
Shares in the event of the participant's resignation during the
deferral period, or a cash payment with respect to a dividend on
his or her Phantom Shares, will be required to report such cash
payment as compensation income at the time of receipt. The cash
payment also will be subject to federal income and employment tax
withholding requirements and (where applicable) state and local
tax withholding requirements. The Company generally will be
entitled to a deduction for each such cash payment for the
taxable year in which the liability for the payment was accrued.
A participant electing to defer receipt of all or part
of an Award, and to accrue additional Phantom Shares in lieu of
cash payments for dividends, will be required to report as
5
<PAGE>
compensation income the fair market value of the Common Stock at
the time issued in settlement of the participant's Phantom
Shares. The dividend-related accrual of additional Phantom
Shares will be subject to federal employment tax withholding
requirements at the time of each such accrual. The subsequent
issuance of shares of Common Stock in settlement of the
participant's Phantom Shares will be subject to federal income
and employment tax withholding requirements and (where
applicable) to state and local tax withholding requirements,
except that the shares of such Common Stock attributable to
previous dividend related accruals of additional Phantom Shares
will not then be subject to federal employment tax withholding
requirements. The Company generally will be entitled to a
deduction equal to the amount includable in income by the
participant for the taxable year in which the Company's
obligation to issue the Common Stock was accrued.
6
<PAGE>
REGISTRANT INFORMATION AND EMPLOYEE
PLAN ANNUAL INFORMATION
The Company will provide without charge to each Plan
participant upon written or oral request of any such person, a
copy of all or any of the documents incorporated by reference in
Item 3 of Part II of the Registration Statement to which this
Prospectus relates. Such documents, which are also incorporated
by reference into this Prospectus under Section 10(a) of the
Securities Act of 1933, are as follows:
(a) The Company's latest annual report
(Form 10-K for the year ended December 31, 1993),
filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the
"Exchange Act");
(b) the Company's Form 10-Q reports for
the quarters ended March 31, June 30 and September
30, 1994 and the Company's Form 8-K Reports dated
February 18, 1994 and December 30, 1994 filed
pursuant to Section 13(a) or 15(d) of the Exchange
Act; and
(c) the description of the Common Stock
set forth under the caption "Description of
Registered Securities to be Registered" contained
in the Company's registration statement on Form 8-
B dated July 13, 1993, filed pursuant to Section
12 of the Exchange Act.
In addition, also incorporated by reference into such
Registration Statement and this Prospectus are all documents
hereafter filed by the Company pursuant to Section 13(a), 13(c),
13 or 15(d) of the Exchange Act prior to the filing of a post-
effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities offered
7
<PAGE>
hereby then remaining unsold, and such documents shall be deemed
to be a part hereof from the date of filing of such documents.
In addition, the Company shall deliver without charge
to Plan participants who request such information orally or in
writing, copies of all reports, proxy statements and other
communications distributed to the Company's security holders
generally. Written or telephone requests should be directed to
Conrail Inc., Secretary, 2001 Market Street, Philadelphia,
Pennsylvania 19101, telephone (215) 209-4054.
8
<PAGE>
EXHIBIT 5
February 15, 1995
The Board of Directors
Conrail Inc.
2001 Market Street
Philadelphia, Pennsylvania
Gentlemen:
We have acted as counsel for Conrail Inc. (the
"Company") in connection with the preparation and filing of a
registration statement on Form S-8 (the "Registration Statement")
under the Securities Act of 1933, as amended, with the Securities
and Exchange Commission, pursuant to which 98,600 Phantom Shares
and 98,600 shares of the Company's Common Stock (the "Common
Shares") are being registered for issuance in connection with the
Company's Annual Performance Achievement Reward Plan For 1994 For
Non-Officers (the "Plan").
We have reviewed the Plan, draft resolutions we
understand will be presented to the Company's Board of Directors
at its meeting today, and the Articles of Incorporation and By-
Laws of the Company. We have examined the originals, or copies
certified or otherwise identified to our satisfaction, of
corporate records of the Company, statutes and other instruments
and documents as we have deemed necessary as the basis for the
opinion expressed herein. We have assumed the genuineness of all
signatures and the authenticity of all documents submitted to us
as originals and the conformity with the originals of all
documents submitted to us as copies.
We have assumed for purposes of this opinion that the
Board of Directors of the Company at its meeting today will
reserve 98,600 authorized but unissued shares of the Company's
Common Stock for issuance in connection with the Plan and will
authorize the issuance of the Phantom Shares and the Common
Shares pursuant to the Plan. We have further assumed for
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purposes of this opinion that the Common Shares will remain
available for issuance in connection with the Plan and that the
Plan and the authorizations in connection therewith will remain
in effect until the issuance of the Common Shares.
Based upon the foregoing, and having regard for such
legal considerations as we deem relevant, we are of the opinion
that the Phantom Shares and the Common Shares, when issued
pursuant to the terms of the Plan, will be duly authorized,
validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
HARKINS CUNNINGHAM
1800 One Commerce Square
2005 Market Street
Philadelphia, PA 19103-7042
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EXHIBIT 15.1
February 15, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sirs:
We are aware that Conrail Inc. has incorporated by reference
our reports dated April 20, 1994, July 20, 1994 and October 19,
1994 (issued pursuant to the provisions of Statement on Auditing
Standards No. 71) in its Registration Statement on Form S-8 to be
filed on or about February 15, 1995.
We are also aware of our responsibilities under the
Securities Act of 1933 and that pursuant to Rule 436(c) our
reports dated April 20, 1994, July 20, 1994 and October 19,
1994 shall not be considered part of a registration
statement prepared by or certified by us within the meaning
of Sections 7 and 11 of the Securities Act of 1933.
Very truly yours,
Price Waterhouse LLP
Thirty South Seventeenth Street
Philadelphia, PA 19103
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EXHIBIT 15.2
February 15, 1995
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re: Conrail Inc.
Registration on Form S-8 (Registration Form No. )
We are aware that our reports, all dated January 24, 1994,
on our reviews of interim financial information of Conrail
Inc. and subsidiaries for the three-month period ended
March 31, 1993, the three and six month periods ended June
30, 1993 and the three and nine month periods ended
September 30, 1993 and included in the Company's quarterly
reports on Form 10-Q for the quarters ended March 31, 1994,
June 30, 1994 and September 30, 1994 are incorporated by
reference in this registration statement. Pursuant to
Rule 436 (c) under the Securities Act of 1933, these
reports should not be considered a part of the registration
statement prepared or certified by us within the meaning of
Sections 7 and 11 of that Act.
Coopers & Lybrand L.L.P.
2400 Eleven Penn Center
Philadelphia, Pennsylvania
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this
registration statement on Form S-8 (Registration No. )
of our report dated January 24, 1994, on our audits of
the financial statements and financial statement schedules
of Conrail Inc.
COOPERS & LYBRAND L.L.P.
2400 Eleven Penn Center
Philadelphia, Pennsylvania
February 15, 1995
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