ROANOKE TIMES 
                      Copyright (c) 1997, Roanoke Times

DATE: Saturday, January 25, 1997             TAG: 9701270032
SECTION: NATIONAL/INTERNATIONAL   PAGE: A-1  EDITION: METRO 
DATELINE: NORFOLK 
SOURCE: Associated Press


CSX MAY GIVE ROUTE ACCESS TO RIVAL

CHAIRMAN SNOW SAYS his company will consider doing ``whatever it takes'' to win merger approval from the National Surface Transportation Board.

CSX Corp. will consider giving hostile bidder Norfolk Southern Corp. access to Northeast rail routes if that's necessary to win federal approval of its merger with Conrail, CSX's chairman said.

Without such an arrangement, Norfolk Southern could be left without access to key markets if Richmond-based CSX succeeds in buying Conrail.

But NS spokesman Robert Fort declined to say Friday whether the Norfolk-based company would accept such an offer.

``We're not saying what we would be happy with or unhappy with at this point,'' Fort said.

``We don't have a package or anything that we are asking for or bargaining for. We are waiting to see, when the talks begin, how they go,'' Fort said, referring to a meeting planned among the three railroad companies. ``We're just delighted that there are going to be talks.''

CSX Chairman John Snow outlined his position at a meeting with security industry analysts Thursday in New York, where he reiterated that the company is committed to its acquisition.

Snow also said CSX will consider doing ``whatever it takes'' to win merger approval from the National Surface Transportation Board, CSX spokesman Tom Hoppin said Friday.

``As an example, Mr. Snow cited that the company would consider granting Norfolk Southern access not only from the north and the south, but from the west to the port of New York and New Jersey,'' Hoppin said.

``That could include access to New York via the B&O from the south and west,'' Hoppin said, referring to the former Baltimore & Ohio Railroad, which is part of the CSX system.

``That's nothing we would take lightly,'' Hoppin said. ``That's our heritage.''

CSX had not previously indicated it might be willing to share control of the Northeast in a merged system.

Hoppin said a meeting among the three companies has not been scheduled, but CSX and Conrail agreed to meet following a request from NS Chairman David Goode and prodding from federal regulators.

Norfolk Southern's Fort said his company anticipates a meeting with CSX and Conrail beginning sometime next week. "We're all going to the table with an open mind," he said. "Of course, the parties all have their own idea about what the starting point should be."

The complex takeover battle began in October, when CSX and Philadelphia-based Conrail announced they would combine in a merger now worth about $9.7 billion. Not wanting to be cut out of the Northeast market, NS launched a $10.5 billion hostile bid.

Either merger would create the nation's third-largest railroad.

Linda Morgan, chairwoman of the National Surface Transportation Board, has urged the railroads to assure competition exists in the East, where either merger would produce a powerhouse. She also suggested the board might have to impose some settlement.

Conrail shareholders last week rejected a proposal that would have allowed CSX to move forward and complete the first part of its two-part acquisition.

Of the 77 million shares that were voted, 49.9 million opposed the proposal, 26.8 million supported it, and the rest abstained, Conrail said in a statement Thursday.

Staff Writer Greg Edwards contributed to this report.


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