-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, Q8HnRaDjSrgN2pWhxTrj5n/149HGCt9c0wol/FO6cERs+FWO2+Q0MyFr1X7x7bWa plxmrcgLyj+XXvhvLt+tiA== 0000897732-95-000001.txt : 19950216 0000897732-95-000001.hdr.sgml : 19950216 ACCESSION NUMBER: 0000897732-95-000001 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19950215 EFFECTIVENESS DATE: 19950306 SROS: PHLX FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONRAIL INC CENTRAL INDEX KEY: 0000897732 STANDARD INDUSTRIAL CLASSIFICATION: RAILROADS, LINE-HAUL OPERATING [4011] IRS NUMBER: 232728514 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-57717 FILM NUMBER: 95511486 BUSINESS ADDRESS: STREET 1: TWO COMMERCE SQ STREET 2: P O BOX 41417 CITY: PHILADELPHIA STATE: PA ZIP: 19101-1417 BUSINESS PHONE: 2152094434 MAIL ADDRESS: STREET 1: P.O. BOX 41429 STREET 2: 2001 MARKET STREET CITY: PHILADELPHIA STATE: PA ZIP: 19101-1429 S-8 1 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) 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). 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 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 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 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 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 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 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 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 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 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 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 /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 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. EX-4.6 2 CONRAIL INC. EXHIBIT 4.6 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. ________________________________________________ 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. 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 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 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 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 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 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 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 EX-5 3 LETTER FROM HAWKINS CUNNINGHAM EXHIBIT 5 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 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 EX-15.1 4 LETTER FROM PRICE WATERHOUSE LLP EXHIBIT - 15.1 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 EX-15.2 5 LETTER FROM COOPERS & LYBRAND EX-15.2 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 EX-23.2 6 CONSENT OF COOPERS & LYBRAND EXHIBIT 23.2 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 -----END PRIVACY-ENHANCED MESSAGE-----