Exhibit 99.2
NOTICE OF GUARANTEED DELIVERY
CSX TRANSPORTATION, INC. NORFOLK SOUTHERN RAILWAY COMPANY
CONSOLIDATED RAIL CORPORATION
TO TENDER
OUTSTANDING 9-3/4% DEBENTURES DUE 2020 OF
CONSOLIDATED RAIL CORPORATION (CUSIP NO. 209864AT4) AND
OUTSTANDING 7-7/8% DEBENTURES DUE 2043 OF
CONSOLIDATED RAIL CORPORATION (CUSIP NO. 209864AU1)
AND GIVE CONSENT TO CERTAIN AMENDMENTS TO THE RELATED INDENTURE
PURSUANT TO THE EXCHANGE OFFER AND CONSENT SOLICITATION
DESCRIBED IN THE PROSPECTUS AND CONSENT SOLICITATION STATEMENT
DATED _____ ___, 2004
The Exchange Agent for the Exchange Offer and Consent Solicitation is:
THE BANK OF NEW YORK
BY REGISTERED OR CERTIFIED MAIL: BY HAND AND OVERNIGHT COURIER:
The Bank of New York The Bank of New York
Reorganization Unit Reorganization Unit
101 Barclay Street, 7E 101 Barclay Street,
New York, New York 10286 Corporate Trust Services Window
Attn: William Buckley/Carolle Montreuil New York, New York 10286
Attn: William Buckley/Carolle Montreuil
BY FACSIMILE: CONFIRM BY TELEPHONE OR FOR INFORMATION:
(212) 298-1915 (212) 815-5788/5920
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN
AS SET FORTH ABOVE OR TRANSMISSION VIA A FACSIMILE TO A NUMBER OTHER THAN AS
LISTED ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
As described in the Prospectus and Consent Solicitation Statement (as
defined below) and the related Letter of Consent/Transmittal, Consolidated Rail
Corporation ("Conrail"), CSX Transportation, Inc. ("CSXT"), NYC Newco, Inc.
("NYC Newco"), Norfolk Southern Railway Company ("NSR") and PRR Newco, Inc.
("PRR Newco," and together with Conrail, CSXT, NYC Newco and NSR, the
"Companies") have commenced an offer to exchange all outstanding 9-3/4%
Debentures of Conrail due June 15, 2020 (the "9-3/4% Conrail Debentures") and
all outstanding 7-7/8% Debentures of Conrail due May 15, 2043 (the "7-7/8%
Conrail Debentures" and, together with the 9-3/4% Conrail Debentures, the
"Conrail Debentures") for a combination of (i) (x) 9-3/4% Notes due June 15,
2020 issued by NYC Newco and fully and unconditionally guaranteed by CSXT and
9-3/4% Notes due June 15, 2020 issued by PRR Newco and fully and unconditionally
guaranteed by NSR and (y) a cash payment of $7.00 per $1,000 principal amount of
9-3/4% Conrail Debentures validly tendered, and (ii) (x) 7-7/8% Notes due May
15, 2043 issued by NYC Newco and fully and unconditionally guaranteed by CSXT
and 7-7/8% Notes due May 15, 2043 issued by PRR Newco and fully and
unconditionally guaranteed by NSR and (y) a cash payment of $7.50 per $1,000
principal amount of 7-7/8% Conrail Debentures validly tendered, upon the terms
and subject to the conditions set forth in the Prospectus and Consent
Solicitation Statement dated ____________, 2004 (as the same may be amended or
supplemented from time to time, the "Prospectus and Consent Solicitation
Statement") and in the accompanying Letter of Consent/Transmittal dated
_________, 2004 (the "Letter of Consent/Transmittal").
The Companies are also soliciting (the "Consent Solicitation" and,
together with the Exchange Offer, the "Exchange Offer and Consent Solicitation")
consents (the "Consents") to certain proposed amendments as described in the
Prospectus and Consent Solicitation Statement (the "Proposed Amendments") to the
Indenture (as supplemented and amended, the "Conrail Indenture") dated as of May
1, 1990, by Conrail and J.P. Morgan Trust Company, as successor Trustee,
pursuant to which the Conrail Debentures were issued. By validly tendering their
Conrail Debentures pursuant to the Exchange Offer and Consent Solicitation,
Holders will be concurrently consenting to the Proposed Amendments with respect
to the full principal amount of the Conrail Debentures so tendered on or prior
to the Expiration Date. On or promptly following receipt of the requisite
consents, Conrail and J.P. Morgan Trust Company, as successor Trustee will
execute an amendment to the Conrail Indenture (the "Supplemental Indenture")
containing the Proposed Amendments.
All capitalized terms used but not defined herein have the meanings
assigned to them in the Prospectus and Consent Solicitation Statement.
As set forth in the Prospectus and Consent Solicitation Statement under
"Description of This Exchange Offer and Consent and Solicitation -- Guaranteed
Delivery Procedures," and in the Instructions of the Letter of
Consent/Transmittal, this form, or one substantially equivalent hereto, or an
agent's message relating to the guaranteed delivery procedures, must be used to
tender Conrail Debentures and deliver the related Consents pursuant to the terms
of the Exchange Offer and Consent Solicitation where, (i) certificates
representing such Conrail Debentures are not immediately available, (ii) time
will not permit such Holder's Letter of Consent/Transmittal, certificates
representing such Conrail Debentures and all other required documents to reach
the Exchange Agent on or prior to the Expiration Date or (iii) the procedures
for book-entry transfer (including delivery of an agent's message) cannot be
completed on or prior to the Expiration Date. This form must be delivered by an
Eligible Institution by mail or hand delivery or transmitted via facsimile to
the Exchange Agent as set forth above.
This form is not to be used to guarantee signatures. If a signature on
the Letter of Consent/Transmittal is required to be guaranteed by an Eligible
Institution under the instructions thereto, such signature guarantee must appear
in the applicable space provided in the Letter of Consent/Transmittal.
2
Ladies and Gentlemen:
The undersigned hereby tender(s) to the Companies, upon the terms and
subject to the conditions set forth in the Prospectus and Consent Solicitation
Statement and the Letter of Consent/Transmittal (receipt of which is hereby
acknowledged), the principal amount of the Conrail Debentures specified below
pursuant to the guaranteed delivery procedures set forth in the Prospectus and
Consent Solicitation Statement under "Description of This Exchange Offer and
Consent Solicitation - Guaranteed Delivery Procedures." The undersigned hereby
authorizes the Exchange Agent to deliver this Notice of Guaranteed Delivery to
the Companies and the Trustee with respect to the Conrail Debentures tendered
pursuant to the Exchange Offer and Consent Solicitation.
The undersigned understands that by tendering its Conrail Debentures
pursuant to the Exchange Offer and Consent Solicitation, Holders will be
concurrently consenting to the Proposed Amendments with respect to the full
principal amount of the Conrail Debentures so tendered on or prior to the
Expiration Date.
After the Expiration Date, Conrail Debentures tendered in the Exchange
Offer and Consent Solicitation may not be withdrawn and the related Consents
will be irrevocable.
The undersigned understands that payment for Conrail Debentures
tendered in the Exchange Offer and Consent Solicitation will be made only after
timely receipt by the Exchange Agent of (i) a properly completed and duly
executed Letter of Consent/Transmittal (or a manually signed facsimile
thereof), together with any required signature guarantees and this Notice of
Guaranteed Delivery, and (ii) the certificates for all physically tendered
Conrail Debentures, in proper form for transfer (or a book-entry confirmation
of the transfer of such Conrail Debentures into the Exchange Agent's account at
DTC as described in the Prospectus and Consent Solicitation Statement),
together with any other documents required by the Letter of
Consent/Transmittal, within three New York Stock Exchange trading days after
the date of execution of this Notice of Guaranteed Delivery. The undersigned
also understands that under no circumstances will interest be payable by reason
of any delay in making payment to the undersigned and that the Cash Payments
made in connection with the exchange of Conrail Debentures pursuant to the
guaranteed delivery procedures will be the same as that for Conrail Debentures
delivered to the Exchange Agent on or prior to the Expiration Date.
All authority conferred, or agreed to be conferred, by this Notice of
Guaranteed Delivery shall not be affected by, and shall survive, the death or
incapacity of the undersigned, and every obligation of the undersigned under
this Notice of Guaranteed Delivery shall be binding upon the heirs, executors,
administrators, trustees in bankruptcy, personal and legal representatives,
successors and assigns of the undersigned.
9-3/4% CONRAIL DEBENTURES DUE 2020
PLEASE SIGN AND COMPLETE
Signature(s) of Registered Holder(s) or Authorized Signatory
________________________________________________________________________________
________________________________________________________________________________
Name(s) of Registered Holder(s):
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Principal Amount of Conrail Debentures Tendered with Related Consents: $________
Certificate No.(s) of Conrail Debentures (if available):________________________
Date: __________________________________________________________________________
Address: ______________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Area Code and Telephone No.:____________________________________________________
If Conrail Debentures will be delivered by book-entry transfer, fill in account
number below:
Account No._____________________________________________________________________
7-7/8% CONRAIL DEBENTURES DUE 2043
PLEASE SIGN AND COMPLETE
Signature(s) of Registered Holder(s) or Authorized Signatory
________________________________________________________________________________
________________________________________________________________________________
Name(s) of Registered Holder(s):
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Principal Amount of Conrail Debentures Tendered with Related Consents: $________
Certificate No.(s) of Conrail Debentures (if available): _______________________
Date: __________________________________________________________________________
Address: ______________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Area Code and Telephone No.:____________________________________________________
If Conrail Debentures will be delivered by book-entry transfer, fill in account
number below:
Account No._____________________________________________________________________
This Notice of Guaranteed Delivery must be signed by the Holder(s)
exactly as their name(s) appear(s) on certificate(s) for Conrail Debentures or
on a security position listing as the owner of such Conrail Debentures, or by
person(s) authorized to become Holder(s) by endorsements and documents
transmitted with this Notice of Guaranteed Delivery. If signature is by a
trustee, executor, administrator, guardian, attorney-in-fact, officer or other
person acting in a fiduciary or representative capacity, such person must
provide the following information.
Please print name(s) and addresses(s)
Name(s):________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Capacity: ______________________________________________________________________
________________________________________________________________________________
Address(es): ___________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
DO NOT SEND CONRAIL DEBENTURES WITH THIS FORM. CONRAIL DEBENTURES
SHOULD BE SENT TO THE EXCHANGE AGENT TOGETHER WITH A PROPERLY COMPLETED AND DULY
EXECUTED LETTER OF CONSENT/TRANSMITTAL.
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a member of the Securities Transfer Agents Medallion
Program, the Stock Exchange Medallion Program or the New York Stock Exchange,
Inc. Medallion Signature Program (each, an "Eligible Institution") hereby
certifies that the tender of Conrail Debentures hereby complies with Rule
14e-4, promulgated under the Securities Exchange Act of 1934, as amended, and
guarantees that the Conrail Debentures tendered hereby are in proper form for
transfer (pursuant to the procedures set forth in the Prospectus and Consent
Solicitation Statement under "Description of This Exchange Offer and Consent
Solicitation -- Guaranteed Delivery Procedures"), and that the Exchange Agent
will receive (i) a properly completed and duly executed Letter of
Consent/Transmittal (or a manually signed facsimile thereof), together with any
required signature guarantees and this Notice of Guaranteed Delivery, and (ii)
the certificates for all physically tendered Conrail Debentures, in proper form
for transfer (or a book-entry confirmation of the transfer of such Conrail
Debentures into the Exchange Agent's account at DTC as described in the
Prospectus and Consent Solicitation Statement), together with any other
documents required by the Letter of Consent/Transmittal, within three New York
Stock Exchange trading days after the date of execution of this Notice of
Guaranteed Delivery.
The Eligible Institution that completes this form must communicate the
guarantee to the Exchange Agent and must deliver the Letter of
Consent/Transmittal and Conrail Debentures to the Exchange Agent within the time
period shown herein. Failure to do so could result in a financial loss to such
Eligible Institution.
Name of Firm: _________________________________________________________________
Authorized Signature: _________________________________________________________
Title: ________________________________________________________________________
Address: _______________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Area Code and Telephone Number):_______________________________________________
Date: _________________________________________________________________________