SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant X
-----
Filed by a Party other than the Registrant
-----
Check the appropriate box:
Preliminary Proxy Statement
- -----
Confidential, for Use of the Commission Only
- ----- (as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
- -----
X Definitive Additional Materials
- -----
Soliciting Material Pursuant to Section 240.14a-11(c) or
- ----- Section 240.14a-12
CONRAIL INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
X No fee required.
- -----
Fee computed on table below per Exchange Act Rules
- ----- 14a-6(i)(1) and 0-11.
- -----
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction
applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth
the amount on which the filing fee is calculated and
state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
Fee paid previously with preliminary materials.
- -----
Check box if any part of the fee is offset as provided by
- ----- Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
[Conrail Logo]
January 10, 1997
Dear Shareholders:
We are pleased to inform you that both the United States
District Court for the Eastern District of Pennsylvania and the
Surface Transportation Board ("STB") yesterday rejected Norfolk
Southern's most recent efforts to invalidate the two-year exclusivity
period contained in the CSX/Conrail merger agreement and to enjoin the
Conrail special shareholder meeting to be held on January 17, 1997. In
refusing to invalidate our mutual agreement not to discuss, approve,
recommend or agree to any other takeover proposal until December 31,
1998, the District Court and the STB have permitted us to move forward
to the successful completion of the next steps in consummating the
CSX/Conrail merger.
We believe that the CSX/Conrail merger-of-equals is clearly
the superior business combination and provides extraordinary value to
Conrail shareholders--value at the high-end of what has ever been paid
in other railroad business combinations. In addition, 100% of that
value will now be provided to shareholders as soon as practicable
following shareholder approval in the first quarter of this year;
shareholders will not have to wait for approval by the Surface
Transportation Board. The CSX/Conrail merger also will allow Conrail
shareholders the opportunity to participate in the substantial up-side
potential of the combined company and the continued growth of the
railroad industry.
Your Board of Directors is fully committed to the
CSX/Conrail merger and unanimously urges you to vote now FOR the
proposal to amend the Articles of Incorporation to opt out of the
Pennsylvania statute.
Your vote is extremely important for the upcoming special
meeting of shareholders this Friday, January 17. Please complete and
return the WHITE proxy (or GREEN trustee instruction card for Conrail
ESOP Preferred Stock) immediately if you have not already done so.
<PAGE>
If you have any questions regarding the special meeting or
need assistance in voting your Shares or in obtaining a WHITE proxy or
GREEN trustee instruction card or Conrail's proxy statement relating
to the special meeting, please call:
D.F. King & Co., Inc.
1-800-549-6746 (toll free)
Sincerely,
/s/ David M. LeVan
David M. LeVan
Chairman, President and
Chief Executive Officer
