ROANOKE TIMES 
                      Copyright (c) 1996, Roanoke Times

DATE: Tuesday, December 10, 1996             TAG: 9612100105
SECTION: BUSINESS                 PAGE: B-6  EDITION: METRO 
SOURCE: GREG EDWARDS STAFF WRITER


9 WORKERS ACCEPT NS JOB BUYOUT

Norfolk Southern Corp. said Monday that nine clerical employees in Roanoke have accepted the company's latest job buyout offer.

The railroad had offered the buyout to 400 clerks who work in NS's business offices and rail yards in Roanoke. The clerks, who are represented by the Transportation Communications Union, had until last Friday to accept the offer.

Those who volunteered to leave the company will get cash payments of $35,000 before taxes and other deductions. Participants in the buyout who are 55 and older also will receive medical coverage until age 65 with a maximum benefit of $75,000, the company said.

In an unrelated matter, Norfolk Southern mailed a letter Monday to Conrail shareholders restating NS's determination to pursue its $10 billion cash offer for Conrail.

Earlier this fall, Philadelphia-based Conrail, the dominant railroad in the Northeast, and CSX Corp. of Richmond announced they had reached a merger agreement whereby CSX would acquire Conrail for a combination of cash and CSX stock. Norfolk Southern responded with a hostile bid for Conrail, and since then both CSX and NS have raised their bids for Conrail with CSX's offer currently valued at roughly $8.7 billion.

Conrail has scheduled a meeting for Dec. 23 where shareholders will be asked to exempt CSX from a provision in Philadelphia anti-takeover law that prevents CSX from completing the cash portion of the merger. NS pointed out that Conrail has said it won't convene the meeting unless it is certain of enough votes to get what it wants.

NS Chairman, President and CEO David Goode said in the letter that Conrail's plans are "an arrogant denial of basic shareholder rights." He urged Conrail shareholders to vote "no" on the Conrail-CSX merger plans at the Dec. 23 meeting.

"The only way Conrail shareholders are going to see our superior, all-cash offer is if they force their management to honor shareholder wishes," Goode wrote.

Goode said that NS is still willing to work with CSX and Conrail to ensure that competition in rail service is maintained in the Eastern United States after an NS merger with Conrail.

A Conrail spokesman responded Monday that Conrail's merger with CSX is in the best interest of all of Conrail's constituencies, including the company's workers, communities and shareholders.


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