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How ONE VOTE Started a $10 Billion Railroad War Subscribe: @legendarylocomotives In January 1997, a single shareholder vote inside a Philadelphia opera house triggered one of the most brutal corporate battles in American railroad history. What looked like a routine merger between CSX and Conrail turned into a $10-billion war that permanently reshaped the freight rail network of the United States. Conrail itself was never supposed to exist. It was created by the U.S. government in 1976 to rescue the wreckage of Penn Central, a disastrous merger between the Pennsylvania Railroad and the New York Central that had collapsed just two years after it was formed. Penn Central’s bankruptcy was the largest in American history at the time, and Conrail was born to keep the Northeast’s rail system alive. For years it hemorrhaged money, until a former Southern Railway executive named Stanley Crane took over, slashed unprofitable lines, used new deregulation laws to raise rates, and turned Conrail into one of the most efficient freight railroads in the country. By the mid-1980s it was profitable, privatized, and suddenly extremely valuable. In October 1996, CSX moved to buy Conrail in a friendly deal worth about $8.4 billion. Norfolk Southern, its biggest rival, was blindsided. Within days it launched a hostile all-cash counter-bid and began raising billions on Wall Street to take Conrail away. What followed was a bidding war filled with legal tricks, poison pills, and political maneuvering. Everything came down to one vote on January 17, 1997. Shareholders rejected the CSX deal by a landslide, even though Conrail’s own management supported it. That single decision forced both railroads into a desperate escalation that ended with CSX and Norfolk Southern jointly buying Conrail for $10.2 billion and carving it in half. Norfolk Southern took most of the former Pennsylvania Railroad lines, while CSX took most of the former New York Central routes, effectively undoing the failed Penn Central merger of 1968. That vote didn’t just kill one deal. It decided who would control the rail arteries of half of America for generations to come.