Exhibit 99.1
FOR IMMEDIATE RELEASE
August 24, 2004
Contacts: Adam Hollingsworth
904-366-2949
CSX Corp.
Bob Fort
757-629-2710
Norfolk Southern Corp.
(Media inquiries)
Leanne Marilley
757-629-2861
Norfolk Southern Corp.
(Investor inquiries)
Jonathan M. Broder
215-209-5020
Consolidated Rail Corp.
Conrail, CSXT and NSR Announce Results of the Exchange Offer and
Unsecured and Secured Debt Consent Solicitations
WASHINGTON D.C. - Consolidated Rail Corporation (Conrail), CSX Transportation,
Inc. (CSXT) and Norfolk Southern Railway Company (NSR) today announced the
results of the offer to exchange new unsecured debt securities of CSXT and NSR
and cash for existing unsecured debt securities of Conrail. The exchange offer
is part of the restructuring of Conrail's indebtedness as described in the
parties' joint petition filed June 4, 2003 with the Surface Transportation
Board (STB). In connection with the exchange offer, Conrail also solicited
consents from holders of its unsecured debt securities to permit the
restructuring.
The exchange offer and unsecured debt consent solicitation expired at 5 p.m.,
New York City time, on August 23, 2004.
Conrail, CSXT and NSR have been advised by the Exchange Agent, The Bank of New
York, that as of the expiration of the exchange offer, approximately $774.0
million in aggregate principal amount, or about 96.7% of Conrail's unsecured
debt securities (excluding notices of guaranteed delivery), had been validly
tendered and not withdrawn, all of which were accepted for exchange by CSXT and
NSR. In accordance with the terms of the exchange offer, CSXT and NSR plan to
issue new debt securities with aggregate principal amounts set forth below,
each in proportion to their respective 42% and 58% ownership interests in
Conrail (excluding notices of guaranteed delivery and accounting for the
treatment of fractional interests).
New Notes Aggregate Principal Amount
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CSXT 9 3/4% Notes Due June 15, 2020 $225,087,000
NSR 9 3/4% Notes Due June 15, 2020 $310,825,000
CSXT 7 7/8% Notes Due May 15, 2043 $ 99,990,000
NSR 7 7/8% Notes Due May 15, 2043 $138,084,000
Conrail also plans to pay an aggregate cash payment of approximately $13.3
million for the accepted Conrail unsecured debt securities. The consideration
for the accepted Conrail unsecured debt securities will be delivered promptly
to validly tendering holders by the Exchange Agent.
CSXT, NSR and Conrail also announced today that, in connection with the secured
debt consent solicitation relating to Conrail's equipment trust certificates
(ETCs) and pass through trust certificates (PTCs), the Tabulation Agent, The
Bank of New York, has advised Conrail that as of 5 p.m., New York City time, on
August 23, 2004, consents were received from at least a majority in interest of
each series of ETCs and PTCs for which consents were being solicited. In
accordance with the terms of the secured debt consent solicitation, Conrail
plans to pay to the holders who delivered valid consents aggregate consent fees
of approximately $1.2 million.
The secured debt consent solicitation expired at 5 p.m., New York City time, on
August 23, 2004.
CSX Corporation (CSX), based in Jacksonville, Fla., owns the largest rail
network in the eastern United States. CSXT and its 34,000 employees provide
rail transportation services over a 23,000 route-mile network in 23 states, the
District of Columbia and two Canadian provinces. CSX also provides intermodal
and global container terminal operations through other subsidiaries.
Norfolk Southern Corp. (NSC) through its NSR subsidiary operates 21,500 route
miles in 22 states, the District of Columbia and Ontario, Canada, serving every
major container port in the eastern United States and providing connections to
western rail carriers. NSC operates an extensive intermodal network and is the
nation's largest rail carrier of automotive parts and finished vehicles.
Conrail is a principal freight railroad in the Northeastern United States, and
is indirectly owned 58% by NSC and 42% by CSX.
This press release contains forward-looking statements which speak only as of
the date they are made, and none of CSX, NSC, Conrail, or any of their
respective subsidiaries undertakes any obligation to update or revise any
forward-looking statement. If CSX, NSC or Conrail do update any forward-looking
statement, no inference should be drawn that CSX, NSC or Conrail will make
additional updates with respect to that statement or any other forward-looking
statements. Forward-looking statements are subject to a number of risks and
uncertainties, and other factors which are, in some cases, beyond the control
of CSX, NSC and Conrail and could materially affect actual results, performance
or achievements. Factors that may cause actual results to differ materially
from those contemplated by these forward-looking statements include, among
others: (i) success in implementing its financial and operational initiatives;
(ii) changes in domestic or international economic or business conditions,
including those affecting the rail industry (such as the impact of industry
competition, conditions, performance and consolidation); (iii) legislative or
regulatory changes; and (iv) the outcome of claims and litigation involving or
affecting a company. Other important assumptions and factors that could cause
actual results to differ materially from those in the forward-looking
statements made by each of NSC and CSX are specified elsewhere in NSC's and
CSX's respective documents filed with the SEC. Documents filed with the SEC by
CSX and NSC are accessible on the SEC's website at www.sec.gov, CSX's website
at www.csx.com and NSC's website at www.nscorp.com.
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