-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NzwuYOFXqMsi+zpjzn5nYFJs+ivs/9zTq09ukP15tL4ZkE0orJ6IDMtvEWB+pQNZ DRNUl7qs5HEUtaX89VIzBg== 0000950157-97-000016.txt : 19970114 0000950157-97-000016.hdr.sgml : 19970114 ACCESSION NUMBER: 0000950157-97-000016 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970113 SROS: NYSE 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: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-12184 FILM NUMBER: 97504832 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 DEFA14A 1 PROXY STATEMENT PURSUANT TO SECTION 14A 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: [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; 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 -----END PRIVACY-ENHANCED MESSAGE-----