THE VIRGINIAN-PILOT
Copyright (c) 1997, Landmark Communications, Inc.
DATE: Thursday, January 23, 1997 TAG: 9701230359
SECTION: BUSINESS PAGE: D6 EDITION: FINAL
SOURCE: STAFF AND WIRE REPORTS
DATELINE: NEW YORK LENGTH: 38 lines
New York investment firm Wyser-Pratte & Co. said Wednesday it will try to enlist other shareholders in an effort to break the stalemate surrounding the Conrail Inc. takeover.
Wyser-Pratte said it will propose that Norfolk Southern Corp. sponsor a voting trust that would seek to control at least 50 percent of the vote of Conrail's shareholders concerning the repeal of Conrail's antitakeover provisions.
The trust could neutralize the effect of Conrail's antitakeover defenses, including the poison pill. ``It creates a terminator,'' said Guy Wyser-Pratte, the firm's president.
Last week, Conrail shareholders voted down a provision that would have let CSX Corp. proceed with its friendly, $9.7 billion bid for Conrail, the Philadelphia-based railroad. Norfolk Southern is offering $10.3 billion for Conrail, and the four-month battle appears to be stalemated.
Under the management-supported provision, CSX would have raised its stake in Conrail to 40 percent from 20 percent at a price of $110 a share. Norfolk Southern is offering $115 a share for 9.9 percent of Conrail's stock.
``Conrail's board is demonstrating its utter disdain for shareholders and acting on its belief that shareholders can be coerced into accepting an inferior offer,'' Wyser-Pratte said.
Under Wyser-Pratte's plan, participating shareholders would give the voting trust the right to vote for four years on issues regarding the repeal of the Conrail antitakeover provisions, including the election of a slate of directors who support those actions.
Conrail shareholders would retain the right to sell their shares, throw their shares behind a tender offer and vote on matters other than the Conrail antitakeover provisions, Wyser-Pratte said.
Norfolk Southern declined to comment on Wyser-Pratte's proposal. MEMO: Staff writer Christopher Dinsmore contributed to this report.