As filed with the Securities and Exchange Commission on June 21, 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 1995 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 Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share (1) Price (1) Fee (1)
---------- ---------- ------------- ---------- -------------
Phantom 100,000 $52.6875 $5,268,750 $15,279
Shares(2)
______________________________________________________________________________
Common Stock, 100,000 0 0 0(3)
par value
$1.00 per
share(2)(3)
______________________________________________________________________________
(1) The amounts are based on the average of the high and low
sale prices of a share of Conrail Inc. Common Stock on the New York
Stock Exchange on June 16, 1995 (as reported in the consolidated
reporting system), and are used solely for the purpose of
determining the registration fee pursuant to Rule 457.
(2) 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.
(3) Pursuant to Rule 457(i). Includes Common Share Purchase
Rights which, prior to the occurrence of certain events, will not be
exerciseable or evidenced separately from the Common Stock.
2
<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 on Form 10-K for the
year ended December 31, 1994, 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 report for the quarter ended
March 31, 1995, 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.
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
3
<PAGE>
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.
Unless otherwise indicated in the applicable Prospectus
Supplement, the validity of the Common Stock offered hereby will
be passed upon for the Registrant by Bruce B. Wilson, Senior Vice
President - Law, 2001 Market Street - C-17A, Philadelphia, PA
19103. Mr. Wilson is the owner of shares of Conrail Inc. Common
and ESOP Stock.
With respect to the unaudited consolidated financial
information of Conrail Inc. for the three-month periods ended
March 31, 1995 and 1994, incorporated by reference in this
Registration Statement, Price Waterhouse LLP reported that they
have applied limited procedures in accordance with professional
standards for a review of such information. However, their
separate report dated April 19, 1995 incorporated by reference
herein, states that they did not audit and they do not express an
opinion on that unaudited consolidated financial information.
Price Waterhouse LLP has not carried out any significant or
additional audit tests beyond those which would have been
necessary if their report had not been included. Accordingly,
the degree of reliance on their report on such information should
be restricted in light of the limited nature of the review
procedures applied. Price Waterhouse LLP is not subject to the
liability provisions of section 11 or the Securities Act of 1933
for their report on the unaudited financial information because
that report is not a "report" or a "part" of the registration
statement prepared or certified by Price Waterhouse LLP within
the meaning of section 7 and 11 of the Act.
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
4
<PAGE>
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 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.
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.
5
<PAGE>
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 may be
entitled under any bylaw, 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
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 Bylaws 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
defending any civil or criminal action shall be, and such
expenses incurred by any employee or agent other than an officer
6
<PAGE>
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 Bylaws 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 Bylaws 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 Bylaws 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
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.
7
<PAGE>
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 Bylaws of the Registrant, filed as Exhibit 3.2 to the
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1994 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.
4.6 Consolidated Rail Corporation Annual Performance
Achievement Reward Plan For 1995 For Non-Officers.
5 Opinion as to legality.
15.1 Letter of Price Waterhouse as to unaudited interim
financial information.
23.1 Consent of Price Waterhouse.
23.2 Consent of Coopers & Lybrand.
24 Each of the officers and directors has signed this
Registration Statement and signed a power of attorney contained
on page 11 with respect to amendments to this Registration Statement.
8
<PAGE>
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.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no
more than 20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective registration statement.
(iii) to include any material information with respect to the plan of
distribution not previously 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.
9
<PAGE>
(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
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
June 21, 1995.
CONRAIL INC.
Registrant
By: /s/
-------------------------------------
David M. LeVan
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed on June 21, 1995 by
the following persons in the capacities indicated. Each person
whose signature appears below constitutes and appoints H. William
Brown and Bruce B. Wilson his or her lawful attorneys-in-fact and
agents, each acting alone, with full powers of substitution and
resubstitution, for him or her and in his or her name, place and
stead, and in the case of David M. LeVan, on behalf of the
Registrant, in any and all amendments to this Registration
Statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and
agents, each acting alone, full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, thereby
ratifying and confirming all that said attorneys-in-fact and
agents, each acting along, or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.
/s/
- -------------------------------------------------
David M. LeVan
President - Chief Executive Officer and Director
(Principal Executive Officer)
11
<PAGE>
/s/
- -------------------------------------------------
H. William Brown
Senior Vice President - Finance and Administration
(Principal Financial Officer)
/s/
- -------------------------------------------------
Donald W. Mattson
Vice President - Controller
(Principal Accounting Officer)
/s/
- -------------------------------------------------
James A. Hagen
Chairman of the Board of Directors
/s/
- -------------------------------------------------
H. Furlong Baldwin
Director
/s/
- -------------------------------------------------
Claude S. Brinegar
Director
/s/
- -------------------------------------------------
Daniel B. Burke
Director
/s/
- -------------------------------------------------
Kathleen Foley Feldstein
Director
/s/
- -------------------------------------------------
Roger S. Hillas
Director
12
<PAGE>
/s/
- -------------------------------------------------
E. Bradley Jones
Director
/s/
- -------------------------------------------------
David B. Lewis
Director
/s/
- -------------------------------------------------
John C. Marous
Director
/s/
- -------------------------------------------------
Raymond T. Schuler
Director
__________________________________________________
David H. Swanson
Director
13
<PAGE>
EXHIBIT INDEX
Exhibit No.
- -----------
4.6 Consolidated Rail Corporation Annual Performance
Achievement Reward Plan For 1995 For Non-Officers
5 Opinion as to legality
15.1 Letter of Price Waterhouse as to unaudited
interim financial information
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Coopers & Lybrand L.L.P.
24 Each of the officers and directors has signed this
Registration Statement and signed a power of attorney contained
on page 11 with respect to amendments to this Registration Statement.
Exhibits 4.1, 4.2, 4.3, 4.4 and 4.5 are incorporated herein by reference.
14
<PAGE>
PROSPECTUS
CONRAIL INC.
Common Stock
(Par Value $1.00 Per Share)
and Phantom Shares
CONSOLIDATED RAIL CORPORATION ANNUAL
PERFORMANCE ACHIEVEMENT REWARD PLAN
FOR 1995 FOR NON-OFFICERS
This Prospectus relates to 100,000 shares of Common Stock,
par value $1.00 per share (the "Common Stock"), and 100,000
Phantom Shares of Conrail Inc., a Pennsylvania corporation (the
"Company"), issuable pursuant to the Consolidated Rail
Corporation Annual Performance Achievement Reward Plan For 1995
For Non-Officers ("the Plan"). Participants may obtain
additional information about the Plan and its administrators from
Conrail Inc., Corporate 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 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 June 21, 1995.
DESCRIPTION OF THE PLAN
The Plan was adopted by the Board of Directors of the
Company (the "Board") on September 22, 1994, and is effective during calendar
year 1995. 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.
2
<PAGE>
SHARES SUBJECT TO THE PLAN
Up to 100,000 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 Employee Benefits Trust. However, the Company reserves
the right to issue all or a portion of such Common Stock from
authorized but unissued capital stock or reacquired shares of
Common Stock.
At the end of the deferral period, as described in the Plan,
each Phantom Share will be settled by the Company on a one for
one basis in the Company'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 Company'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.
Pursuant to the Company's Shareholders' Rights Plan, one
common share purchase right is issued as a dividend for each
share of Common Stock. The rights are not exerciseable or
transferable apart form the Common Stock until the occurrence of
certain events arising out of an actual or potential acquisition
of 10% or more of the Company's Common Stock. The Company has
the option to redeem rights prior to the rights becoming
exerciseable. The rights expire in July 1999 and do not have any
voting privileges or rights to receive dividends.
3
<PAGE>
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 Consolidated
Rail Corporation during 1995 is eligible to
participate in the Plan.
PURCHASE OF SECURITIES PURSUANT TO THE PLAN AND PAYMENT FOR
SECURITIES OFFERED
Each participant will be entitled to elect, by July 28,
1995, 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 will be deemed to have a value equal to the average
of the high and low sales prices of the Company's Common Stock on
the New York Stock Exchange on the business day first preceding
distribution of Awards, on or about January 28, 1996.
4
<PAGE>
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 the lapse of the
deferral period and the receipt of any portion of his or her
Phantom Shares in the form of Common Stock shall forfeit such
portion of such Phantom Shares and 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.
5
<PAGE>
FEDERAL INCOME TAX EFFECTS
The principal federal income and employment tax consequences
of the Plan under the Internal Revenue Code of 1986, 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
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
6
<PAGE>
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.
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, 1994), 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 report for the quarter ended
March 31, 1995 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
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., Corporate Secretary, 2001 Market Street,
Philadelphia, Pennsylvania 19101, telephone (215) 209-4054.
7
<PAGE>
EXHIBIT 4.6
CONSOLIDATED RAIL CORPORATION
ANNUAL PERFORMANCE ACHIEVEMENT REWARD PLAN FOR 1995
FOR NON-OFFICERS, AS AMENDED
1. Definitions
-----------
When used in this document, the following terms shall
have the meanings set forth below:
Board means the Board of Directors of Conrail.
-----
Conrail means the Consolidated Rail Corporation.
-------
Operating Ratio means the percentage determined by dividing (a)
---------------
operating expenses by (b) revenues, as shown on Conrail's
consolidated financial statements.
Participant means a non-officer employee of Conrail who
-----------
participates in the Plan in accordance with Section 3.
Phantom Shares means shares credited to a Participant's
--------------
account each of which shall be deemed equivalent to the
promise to convert one phantom share to one share of Conrail
Inc. common stock.
Plan means the Consolidated Rail Corporation Annual
----
Performance Achievement Reward Plan for 1995, as set forth
in this document and as may be amended from time to time.
Salary means the salary earned by a Participant in 1995
------
from employment with Conrail. For purposes of this Plan,
Salary shall include salary earned pursuant to any holiday,
vacation, or sick leave policy of Conrail, salary deferred
pursuant to the Consolidated Rail Corporation Matched
Savings Plan, and salary contributed pursuant to the
Consolidated Rail Corporation Flexible Benefits Plan. Except
as otherwise provided in the preceding sentence, Salary shall
not include any amount payable pursuant to receipt of a Spot
Award or a 1994 Selective Cash Award paid in 1995 or to an
employee benefit or incentive compensation plan.
<PAGE>
2. Introduction
------------
The Board has approved the implementation of this Plan.
The Board expects that the Plan will provide an incentive
for enhanced individual and corporate performance and aid
Conrail in attracting and retaining capable employees.
3. Eligibility
-----------
Each non-agreement employee, and each technically-
covered employee, other than an officer, who is employed by
Conrail during 1995 shall participate in the Plan.
4. Prerequisite for Award
----------------------
Anything in this Plan to the contrary notwithstanding,
no award shall be payable under the Plan in the event actual
operating income for 1995, as shown on Conrail's consolidated
financial statements, is less than $625 million.
5. Amount of Award
---------------
(a) Under the Plan, a Participant may earn an award
equal to a percentage (or percentages) of his/her Salary.
This award may consist of two parts, the Annual Performance
Achievement Reward ("APAR") and the Annual Performance
Achievement Reward Plus ("APAR Plus"). The percentage(s)
shall depend upon the position held by the Participant and
the performance of Conrail, measured by the relationship of
(i) the Operating Ratio for 1995, as certified by Conrail's
chief financial officer, after taking into account any
amounts payable pursuant to the Plan that are not taken into
account in the Operating Ratio goal set by the Board (or its
delegate) for purposes of the Plan, to (ii) the Operating
Ratio goal set by the Board (or its delegate) for purposes
of the Plan. The percentage(s) shall be determined in accor-
dance with one or more of six schedules. Conrail shall
furnish each Participant with a copy of the schedule(s) of
awards applicable to him/her.
(b) A Participant's award shall be pro-rated, as
provided in Section 8, in the event he/she participates in
the Plan for less than all of 1995 or moves into a position
covered under a different schedule of awards. The Par-
ticipant's award shall equal the sum of the partial awards
computed by multiplying (i) the Salary earned by the
Participant while covered under a schedule of awards by (ii)
the percentage of Salary determined in accordance with such
schedule.
(c) Anything to the contrary in this Section 5 not
withstanding, a Participant's award may be reduced by up to
50 percent by Conrail's President and Chief Executive
Officer (or his delegate(s)) on the basis of individual or
group performance.
6. Election to Defer Awards
------------------------
(a) Each Participant shall be entitled to elect
irrevocably to defer, for a period of one, two, three, four,
or five years, all or a portion of any APAR award payable to
him/her pursuant to this Plan. The minimum deferral
permitted is 10 percent and a deferral may be made in any
percentage above this minimum. The opportunity to defer any
2
<PAGE>
APAR award is available only to Participants who reside in
the United States and are subject to U.S. federal income tax
withholding. A Participant who elects to defer his/her APAR
award shall be credited with Phantom Shares in an account
maintained for each Participant. Such elections must be
made no later than July 28, 1995, on forms provided by Conrail's
Assistant Vice President-Compensation and Benefits
for this purpose.
(b) A Participant who elects to defer an APAR award in
Phantom Shares shall be credited with such shares equal in
value to the amount of his/her deferred award (the "Deferred
Shares"), plus additional Phantom Shares equal in value to
10 percent (10%) of his/her deferred award times the period
of deferral selected, up to a maximum of fifty percent (50%)
(the "Bonus Shares"). The number of Phantom Shares so
awarded shall be determined as of the date the non-deferred
portions of the award are or would have been paid.
(c) The dividend equivalents paid on such Deferred
Shares and Bonus Shares shall be re-invested as additional
Phantom Shares for the Participant or paid in cash based
upon the Participant's election included in the election
form noted in Section 6.(a) above. The Deferred and Bonus
Shares of a Participant shall not be entitled to voting
rights.
(d) The APAR Plus award shall not be eligible for
deferral.
7. Time and Form of Payments
-------------------------
(a) In the case of a Participant who has made an
election to defer, the Deferred Shares and the Participant's
Bonus Shares shall be paid in the form of a certificate of
Conrail Inc. common stock, and delivered to him/her as soon
as practicable after expiration of the deferral period
chosen by the Participant. Such stock may be issued from
Conrail Inc.'s Stock Employee Compensation Trust or from the
Company's authorized but unissued shares. Any portion of an
APAR award not deferred by a Participant shall be paid to
him/her in cash during the first quarter of 1996.
(b) In the case of a Participant who has made no
election to defer, the Participant's award shall be paid to
him/her in cash in a single installment during the first
quarter of 1996.
8. Special Payment Rules
---------------------
Anything in this Plan to the contrary notwithstanding,
a Participant who is dismissed for cause prior to receipt of
any portion of his/her award shall forfeit such portion of
the award. A Participant who resigns from Conrail during
1995 shall receive a prorated portion of his/her APAR and
APAR Plus awards. The amount of the prorated award shall be
determined by applying a fraction to the Participant's
salary determined up until his/her date of termination. The
numerator of this fraction is the number of days of the year
until the termination occurred and the denominator is 365,
the number of days in the year. A Participant who resigns
from Conrail after December 31, 1995 but before the date in
the first quarter of 1996 on which payments are made under
the Plan shall receive a full APAR and APAR Plus award. If
the Participant has elected to defer his/her award, such
election is void and the prorated or full award will be paid
in cash in the first quarter of 1996.
3
<PAGE>
A Participant who defers his/her award and resigns from
Conrail during the deferral period shall receive a payment
of his/her APAR award in cash. Such payment shall be equal
to the lesser of the amount of his/her deferred award made
in the first quarter of 1996 or the number of phantom shares
times the fair market value of Conrail Inc. common stock on
the date of his/her termination. Any shares accumulated
through the election to reinvest dividends will be paid in
cash at the fair market value of Conrail Inc. common stock
on the date of his/her termination. Such Participant shall
forfeit all Bonus Shares.
If a Participant who has elected to defer all or a
portion of his/her APAR award in the form of Deferred and
Bonus Shares retires with the right to an immediate pension
under the Supplemental Pension Plan of Consolidated Rail
Corporation (the "Pension Plan") prior to receipt of the
deferred award, the Participant shall receive a certificate
of shares of Conrail Inc. common stock representing the
Participant's deferred APAR award. The matching or Bonus
Shares shall be prorated on the basis of a fraction, the
denominator of which shall be the number of days from the
date of the award through the end of the elected deferral
period and the numerator shall be the number of days from
the date of the award through the last day of employment.
This proration factor shall be multiplied by the number of
Bonus Shares and the resulting number of Bonus Shares shall
be distributed to the Participant. The balance of the Bonus
Shares shall be forfeited on the last day of the
Participant's employment.
If during 1995 a Participant is force reduced, moves
from a non-agreement position to an agreement position, goes
on a leave of absence, becomes disabled or dies, such
Participant's award shall be prorated and paid in the first
quarter of 1996 on the basis of a fraction applied to the
Participant's salary, the numerator of which is the number
of days of the year until the event occurred and the
denominator of which is 365, the number of days in the year.
The amount of the award shall be paid in cash.
A Participant who is force reduced, moves from a non-
agreement position to an agreement position or goes on leave
of absence after the end of 1995, but before payments under
the Plan are made shall receive a full APAR and APAR Plus
award. If the Participant has elected to defer his or her
APAR award, the election is void and the APAR award is
payable in cash. A Participant who becomes disabled or dies
after the end of 1995, but before payments under the Plan
are made shall receive a full APAR and APAR Plus award. If
the Participant has elected to defer his/her APAR award,
such award will be paid in cash when the award is made to
the Participant or his/her beneficiary(ies) or estate.
If, after the APAR award is made in the first quarter
of 1996, a Participant is force reduced, becomes disabled or
dies, his/her Deferred and Bonus Shares shall be distributed
in full to him/her or to his/her beneficiary(ies) or estate
in the form of a certificate of Conrail Inc. common stock.
If after the APAR award is made in the first quarter of
1996, a Participant goes on a leave of absence or to an
agreement position, his/her Deferred and Bonus shares shall
4
<PAGE>
be retained in his/her account and distributed in the form
of a certificate of Conrail Inc. common stock at the end of
the deferral period selected by the Participant; unless
he/she is dismissed for cause, in which case such shares
shall be forfeited.
9. Adjustment of Award
-------------------
A Participant's rights under this Plan may be modified
without his or her consent, as follows:
In connection with a Change of Control, the Board, in
its sole discretion, may (i) accelerate any time period
pertaining to the deferral of any APAR award in Phantom
Shares; (ii) make any adjustments to the deferred APAR award
in Phantom Shares, as it deems appropriate to reflect the
Change of Control; or (iii) cause the deferred APAR award in
Phantom Shares to be assumed, or new rights to be
substituted for the deferred award, by the surviving
corporation.
A "Change of Control" of the Company ("Conrail") shall
be deemed to have occurred on the earliest of the following
dates: (i) the date any entity, person or group (within the
meaning of Section 13(d)(3) or Section 14 (d)(2) of the
Securities Exchange Act of 1934, as amended) other than the
Company or any of its Subsidiaries or any employee benefit
plan (or related trust) sponsored or maintained by the
Company or any of its Subsidiaries, shall have become the
beneficial owner of, or shall have obtained voting control
over, outstanding securities issued by the Company entitled
to cast 20% or more of the votes which all outstanding
securities issued by the Company are entitled to cast in an
election of directors of the Company; (ii) the date the
shareholders of the Company and the shareholders of the
other constituent corporations have approved a definitive
agreement to merge or consolidate the Company with or into
another corporation other than in either case, a merger or
consolidation of the Company in which holders of shares of
Common Stock of Conrail Inc. immediately prior to the merger
or consolidation have at least 80% of the ownership of
common stock of the surviving corporation immediately after
the merger or consolidation, which common stock is then held
in the same proportion as such holders' ownership of Common
Stock of Conrail Inc. immediately before the merger or
consolidation; (iii) the date the shareholders of the
Company approve a definitive agreement to sell or otherwise
dispose of substantially all the assets of the Company; or
(iv) the date there shall have been a change in the
composition of the Board such that a majority of the Board
shall have been members of the Board for less than twelve
(12) months, unless the nomination for election of each new
director who was not a director at the beginning of such
twelve (12) month period was approved by a vote of at least
two-thirds of the directors then still in office who were
directors at the beginning of such period.
10. Withholding for Taxes
---------------------
Payments pursuant to this Plan shall be reduced by
amounts sufficient to satisfy any Federal, state, and/or
local tax withholding requirements. With respect to
5
<PAGE>
payments in the form of stock, an amount of stock shall be
withheld from the award that is sufficient to enable Conrail
to satisfy any Federal, state, and/or local tax withholding
requirements.
11. Designation of Beneficiary
--------------------------
A Participant may designate a beneficiary(ies) to re-
ceive any payment pursuant to the Plan that has not been
made prior to the Participant's death. Such designation
must be submitted to Conrail's Assistant Vice President-
Compensation and Benefits, on a form provided for this
purpose. Such form is available, upon request, from the
Administrator-APAR, 18-B 2001 Market Street, Philadelphia,
PA 19101-1418. In the absence of such a designation, a
Participant's most recent designation of beneficiary(ies)
pursuant to a prior annual performance achievement reward
plan maintained by Conrail shall be treated as his/her
designation for purposes of this Plan.
12. Duration, Amendment, and Termination of Plan
--------------------------------------------
The Plan shall take effect on January 1, 1995. Conrail,
by action of the Board, may amend or terminate the
Plan at any time. In addition, Conrail's President and
Chief Executive Officer may amend the eligibility
requirements and/or the schedules of awards under the Plan, in
connection with a re-assessment of positions or changes in
organization or staffing. The Plan shall terminate auto-
matically as of January 1, 1996, unless terminated earlier
by Conrail; provided, however, that such termination shall
-------- --------
not preclude the subsequent payment of awards earned under
the Plan.
6
EXHIBIT 5
June 21, 1995
Conrail Inc.
The Board of Directors
2001 Market Street
Philadelphia, Pennsylvania
Gentlemen and Dr. Feldstein:
I am Senior Vice-President - Law of Conrail Inc. ("the
Company") and, in that capacity, have acted as counsel for 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 100,000 Phantom Shares
and 100,000 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 1995 For
Non-Officers (the "Plan").
I have reviewed the Plan, Board resolutions and the Articles
of Incorporation and Bylaws of the Company. I have examined the
originals, or copies certified or otherwise identified to my
satisfaction, of corporate records of the Company, statutes and
other instruments and documents as deemed necessary as the basis
for the opinion expressed herein.
The Board of Directors has reserved 100,000 authorized but
unissued shares of the Company's Common Stock for issuance in
connection with the Plan and has authorized the issuance of the
Phantom Shares and the Common Shares pursuant to the Plan.
Based upon the foregoing, I am 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.
Very truly yours,
/s/
-------------------------------
Bruce B. Wilson
EXHIBIT 15.1
June 21, 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 report dated April 19, 1995 (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 June
21, 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 19, 1995 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
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated January 23,
1995 appearing on page 41 of Conrail Inc.'s Annual Report on Form
10-K for the year ended December 31, 1994.
Price Waterhouse LLP
Thirty South Seventeenth Street
Philadelphia, Pennsylvania 19103
June 21, 1995
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., as of December 31, 1993 and for the years ended
December 31, 1993 and 1992.
COOPERS & LYBRAND L.L.P.
2400 Eleven Penn Center
Philadelphia, Pennsylvania
June 21, 1995
