SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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CONRAIL INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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X No fee required.
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<PAGE>
[Advertisement published by Conrail on January 13, 1997]
Attention All Conrail Shareholders-
CSX-CONRAIL-
THE RIGHT MERGER
AT THE RIGHT TIME
WITH THE RIGHT COMPANIES
Exceptional Value The CSX-Conrail merger offers
- ----------------- Conrail shareholders value at the
high end of what has ever been paid
in a railroad merger.
It is expected that the exchange of
Conrail shares for CSX common stock
in the merger will be a tax-free
transaction.
Fast Track To Completion Approval of the opt-out of the
- ------------------------ Pennsylvania statute will permit
Conrail shareholders to receive
$110 in cash per Conrail share for
the additional 20.1% of the Conrail
shares promptly after January 22,
1997.
Upon shareholder approval and
consummation of the merger in the
first quarter of 1997, Conrail
shareholders will receive the
merger consideration of CSX common
stock and CSX convertible preferred
stock without waiting for Surface
Transportation Board approval.
Substantial Upside Potential Owning equity in CSX affords
- ---------------------------- Conrail shareholders the
opportunity to participate in the
substantial upside potential of the
combined company and the continued
growth of the railroad industry. A
CSX-Conrail combination will result
in a railroad that:
o is a stronger competitor versus
trucks-resulting in top-line
growth. With single-line
service, the combined network
will reach every major city east
of the Mississippi, creating job
opportunities, and improving
service, asset utilization,
speed and reliability, and
eliminating delays at
interchange points;
<PAGE>
o is more efficient-resulting in
bottom-line growth. This merger
will enhance the already strong
earnings growth of the two
companies and is expected to
result in at least $730 million
annually in pre-tax benefits
from increased revenues and cost
savings;
o has a strong balance sheet, a
fully-funded pension plan, a
solid investment-grade rating
and the financial flexibility to
further enhance shareholder
value.
Last week's decisions by the U.S. District Court and the Surface
Transportation Board were significant steps toward the successful
completion of the CSX-Conrail merger. The present Norfolk Southern
Offer cannot proceed until January 1999, at the earliest.
The Conrail Board Is Fully Committed To The CSX-Conrail Merger.
- ----------------------------------------------------------------------
The Special Meeting Of Shareholders Will Be Held On January 17, 1997.
Vote "FOR" Approval Of The Opt-Out Of The Pennsylvania Statute On The
White Proxy Card Today
- ----------------------------------------------------------------------
If you have any questions regarding the Special Meeting of
Shareholders or need assistance in voting, please contact our proxy
solicitor, D.F. King & Co., Inc., toll free, at 1-800-549-6746.
CONRAIL LOGO
January 13, 1997
