ROANOKE TIMES
Copyright (c) 1996, Roanoke Times
DATE: Saturday, December 28, 1996 TAG: 9612300107
SECTION: BUSINESS PAGE: BUSINESS EDITION: METRO
NS attacks lockout clause in merger
NEW YORK - Hostile bidder Norfolk Southern Corp. said Friday it has asked regulators to strike down a part of the merger agreement between Conrail Inc. and CSX Corp. that prohibits Conrail from considering competing offers.
NS said it has asked the federal Surface Transportation Board to rule that the ``lockout'' amendment of Conrail-CSX merger agreement constitutes ``unlawful control by one railroad over another.''
The amendment prohibits Conrail, without CSX's consent, from merging with another company until 1999, even if Conrail shareholders or the board rejects the proposed CSX-Conrail deal, NS said.
``The obvious and only intent of the amended lock-out provision is to preclude even the possibility of Norfolk Southern's superior offer from being realized for so long that Conrail shareholders will feel that they are left with no other effective choice but to accept the CSX merger,'' NS said.
Philadelphia-based Conrail on Dec. 20 rejected a sweetened NS offer to buy the railroad company, which would break up its proposed merger with CSX.
CSX has increased its cash and stock bid to about $102 a share. Norfolk Southern's all-cash bid is $115 a share.
-Associated Press
Bankruptcies
Four bankruptcies with business affiliations have been filed in the U.S. Bankruptcy Court for Western Virginia at Roanoke. One of them is a personal bankruptcy that the court listed as a business because it has commercial connections and could be of interest to business creditors and customers.
* 309 First Street Inc., a restaurant and bar on the Roanoke City Market, filed for reorganization and protection from creditors. The owner, Robert S. Callahan Jr., estimated assets at less than $50,000 and liabilities at between $50,000 and $99,000.
* Dana Coal Co. Inc. of Pounding Mill filed for reorganization and protection from creditors, listing assets of $1,146,800 and liabilities of $439,454.
* Champion Signs Inc. of Coeburn filed for liquidation with assets of $18,250 and liabilities of $156,636.
* Donald A. Woodruff and Teresa Dawn Woodruff of St. Paul filed for a wage-earner plan for repayment of debts, with assets of $14,101 and liabilities of $25,975. Donald Woodruff said he is self-employed but did not specify an occupation.
-Staff report
Marion plant cuts toxic emissions 92 %
The U.S. Environmental Protection Agency has recognized Marley Mouldings Inc. in Marion for its voluntary efforts in reducing toxic emissions.
Marley, a subsidiary of Marley PLC of Sevenoaks, England, was one of 1,300 companies nationwide to volunteer for an EPA program to reduce emissions of the 17 most common industrial chemicals 33 percent in 1992 and 50 percent in 1995.
Marley, which was already meeting state emission guidelines, said it used a combination of alternative finishing materials, coatings and innovative drying technology to cut its emissions 92 percent between 1991 and 1995.
-Staff report
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