CSX Corp – ‘8-K’ for 5/23/97 – EX-99.1

As of:  Wednesday, 6/4/97   ·   For:  5/23/97   ·   Accession #:  277948-97-15   ·   File #:  2-63273

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         5     22K 
 2: EX-10       Amended and Restated Credit Agreement                 79±   291K 
 3: EX-15       Awareness Letter of Price Waterhouse LLP               1      7K 
 4: EX-23       Consent of Price Waterhouse LLP                        1      7K 
 5: EX-99.1     Joint Press Release Issued 5/27/97                     2±     9K 
 6: EX-99.2     Joint Press Release Issued 6/3/97                      1      7K 
 7: EX-99.3     Audited F/S of Conrail at 12/31/96 & 12/31/95         23±    98K 
 8: EX-99.4     Unaudited F/S of Conrail at 3/31/97 & 3/31/96          4     23K 
 9: EX-99.5     Pro Forma Consolidated Financial Statements            9     39K 

EX-99.1   —   Joint Press Release Issued 5/27/97

EX-99.1
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                                                                    Exhibit 99.1

CONTACT:                     CSX                          Norfolk Southern      
                  Thomas E. Hoppin             Robert Fort
                     (804) 782-1450               (757) 629-2710

FOR IMMEDIATE RELEASE                                                           

              CSX AND NORFOLK SOUTHERN CLOSE
             TENDER OFFER FOR CONRAIL SHARES

RICHMOND  and  NORFOLK,  Va., May 27, 1997 -- CSX  Corporation  (NYSE:  CSX) and
Norfolk  Southern  Corporation  (NYSE:  NSC) today  announced that their jointly
owned acquisition  company,  Green  Acquisition  Corp., has accepted for payment
more than 94 percent of Conrail Inc.'s  outstanding  shares not already owned by
CSX and Norfolk Southern. Based on a preliminary count, approximately 57,407,389
Conrail  shares  had been  tendered  (including  8,937,900)  shares by notice of
guaranteed  delivery)  into the joint tender offer that expired at 5:00 p.m. EDT
on Friday, May 23. Payment for shares will be made promptly.                    

These shares,  together with the Conrail shares already owned by CSX and Norfolk
Southern,  represent approximately 96 percent of the outstanding Conrail shares.
In connection with the tender offer and subsequent merger, Norfolk Southern will
have contributed 58 percent,  and CSX 42 percent,  toward the aggregate purchase
price for all shares.  All  Conrail  shares  acquired  will be placed in a joint
voting  trust  pending  Surface  Transportation  Board  approval of the proposed
transaction.  Conrail shares not purchased in the tender offer will be converted
into the right to receive  $115 per share in cash in a merger that will occur as
soon as practicable  following the payment for the shares received in the tender
offer.                                                                          

"With the  successful  completion  of this tender  offer,  we move  another step
closer to delivering the benefits of this transaction to all parties," said John
W. Snow,  CSX's chairman,  president and chief executive  officer.  "At CSX, our
management  team is  focused on  continuing  to improve  our  existing  railroad
operations, while preparing for the smooth and efficient integration into CSX of
the Conrail assets we will operate."                                            

David R. Goode,  Norfolk  Southern's  chairman,  president  and chief  executive
officer, said, "With the financial part of this transaction nearly completed, we
will now present to the Surface  Transportation Board our plan for improving the
rail system in the East.  Norfolk Southern eagerly looks forward to the day when
we can put that plan into  action  and begin  delivering  its many  benefits  to
customers, communities and the nation's economy."                               

CSX and Norfolk Southern expect to file their joint  application with the STB in
mid-June.  Management of both companies are confident the  application  will win
support from customers and the public.                                          

CSX   Corporation,   headquartered   in  Richmond,   Va,  is  an   international
transportation   company   offering  a  variety  of  rail,   container-shipping,
intermodal,  trucking,  barge and contract logistics management services.  CSX's
home page can be reached at http://www.CSX.com.                                 

Norfolk  Southern is a  Virginia-based  holding  company  with  headquarters  in
Norfolk, Va. It owns a major freight railroad, Norfolk Southern Railway Company,
which  operates  more than 14,300  miles of road in 20 states,  primarily in the
Southeast and Midwest, and the Province of Ontario, Canada. The corporation also
owns North American Van Lines, Inc., and Pocahontas Land Corporation,  a natural
resources   company.   Norfolk   Southern's   home  page  can  be   reached   at
http://www.nscorp.com.                                                          

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing		Date		Other Filings
Filed on:		6/4/97
		5/27/97		SC 13D/A,  SC 14D1/A
For Period End:		5/23/97
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