Conrail, CSXT and NSR Announce Results of the Exchange Offer and Unsecured and Secured Debt Consent Solicitations
August 24 2004 - 9:33AM
PR Newswire (US)
Conrail, CSXT and NSR Announce Results of the Exchange Offer and
Unsecured and Secured Debt Consent Solicitations WASHINGTON, Aug.
24 /PRNewswire-FirstCall/ -- 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been validly tendered and not withdrawn, all of which were accepted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 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 http://www.sec.gov/, CSX's
website at http://www.csx.com/ and NSC's website at
http://www.nscorp.com/. DATASOURCE: Norfolk Southern Corp. CONTACT:
Media: Bob Fort, +1-757-629-2710, or Investors: Leanne Marilley,
+1-757-629-2861, both of Norfolk Southern Corp.; Jonathan M. Broder
of Consolidated Rail Corp., +1-215-209-5020; or Adam Hollingsworth
of CSX Corp., +1-904-366-2949 Web site: http://www.nscorp.com/
http://www.csx.com/ Company News On-Call:
http://www.prnewswire.com/comp/626525.html
Copyright