Section 240.14a-103 Notice of Exempt Solicitation.
Information to be included in statements submitted
by or on behalf of a person pursuant to
Section 240.14a-6(g)
Notice of Exempt Transaction
1. Name of Registrant:
CONRAIL INC.
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2. Name of person relying on exemption:
WYSER-PRATTE & CO., INC.
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3. Address of person relying on the exemption:
63 Wall Street, New York, NY 10005
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4. Written materials. Attach written material required to be submitted
pursuant to Rule 14a-6(g)(1). See Exhibit 1 attached hereto and
incorporated herein by reference.<PAGE>
<PAGE>
Exhibit 1
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For Immediate Release
Contact: Mr. Guy Wyser-Pratte
President
Mr. Eric Longmire
Senior Managing Director
WYSER-PRATTE & CO. SEEKS ANTIDOTE
TO CONRAIL POISON PILL
NEW YORK, NY - January 13, 1997. Wyser-Pratte & Co., Inc., a registered
broker-dealer located in New York City, announced today that it intends to
seek an amendment to the By-Laws of Conrail Inc. which would encourage
greater responsiveness by Conrail to the views of its shareholders and
maximize value for all shareholders of Conrail. Under the proposal,
antitakeover defenses (such as Conrail's poison pill) against certain premium
cash tender offers, including the pending offer by Norfolk Southern
Corporation, would have to be terminated after ninety days unless
shareholders approved the board's opposition to the offer. If the Conrail
board determined that it could not redeem the poison pill as required by the
by-law because of its existing merger agreement with CSX Corporation, then
the by-law would require that any business combination with CSX must be
approved by a majority of disinterested shareholders of Conrail in addition
to any other vote that may be required under law or the CSX merger agreement.
Wyser-Pratte plans to introduce its proposal at the next annual meeting of
shareholders of Conrail. Conrail has not yet announced the date of its next
annual meeting, but has in the past held that meeting in May. Under
Conrail's by-laws, notice of the proposal must be delivered to Conrail no
sooner than January 15, nor later than February 14, unless the annual meeting
date is changed by more than 30 days from May 15. Wyser-Pratte presently
intends to send Conrail notice of the proposal within the applicable time
period.
Commenting on the proposal, Mr. Guy P. Wyser-Pratte, President of Wyser-Pratte &
Co., Inc., said "Conrail is attempting to coerce its shareholders
into approving the CSX offer which brings significantly less value to
shareholders than the opposing Norfolk Southern bid. By manipulating its
poison pill defense, granting a lock-up stock option, providing for enormous
break-up fees and extending beyond any reasonable period its lock-out of
other bids, Conrail is effectively disenfranchising its shareholders and
eviscerating their basic property rights. The proposal attempts to put
shareholders back in the picture. Although it is impossible to level the
playing field, the proposal, if approved, would require Conrail to prove to
its shareholders that management's preferred transaction is also best for
shareholders."
Under Conrail's by-laws, Wyser-Pratte & Co., Inc. may make the proposal since
it is the beneficial owner of 385,200 shares of Conrail and the record holder
of 100 shares.
