(Conrail, CSX and Norfolk Southern issued the following news release on August 24.)
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of Conrail’s unsecured debt securities (excluding notices of guaranteed delivery), had been validly tendered and not withdrawn, all of which were accepted for exchange by CSXT and NSR.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).
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.