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(The Associated Press circulated the following article on March 28.)

NEW YORK — Railroad operator CSX Corp. Wednesday urged its shareholders reject an offer from TRC Capital Corp., a Canadian investment manager, to buy 3 million outstanding shares at $35.50 per share.

The offer represents a 3.4 percent discount to the closing price of CSX stock on March 14, the last trading day prior to the offer from TRC Capital, and a 9.2 percent discount to its closing price on Tuesday of $39.08. In afternoon trading Wednesday, shares of CSX fell 22 cents to $38.86 on the New York Stock Exchange.

CSX said the TRC offer avoids many of the investor protections contained in larger tender offers, including the filing of disclosure and other tender offer documents with regulators and other procedures required by securities laws.

CSX has about 436.8 million shares outstanding.