NORFOLK SOUTHERN CORP.,Norfolk, Va., completed its $115-a-share tender offer for 8.2 million common shares of Conrail Inc., the most it could buy without setting off Conrail's poison-pill defenses.

Eight days after he notified Pepperell that he would seek approval to buy more than 15 percent, the litigation shows, Pepperell revamped its poison-pill defense to make a takeover more difficult.

Indeed, its poison-pill defense effectively kept the Seagram Company from raising its stake beyond its current 14.9 percent.

"Yukos's core shareholders set up a poison-pill defense against creditors other than the state, which will have priority with its tax bills, placing minority investors at a further disadvantage," Steven Dashevsky, oil analyst with Aton Capital, noted in a report to clients.

THERE are no shareholder proxy contests, poison-pill defenses, white-knight saviors or bear-hug tender offers.

Arcelor has said the deal with Severstal is subject to approval by shareholders, a group of which, led by the investment bank Goldman Sachs, has resisted the merger; they have criticized the deal as a poison-pill defense against the hostile takeover bid by Mittal Steel.

Because he had been the nation's foremost municipal bond lawyer before being asked to manage political campaigns, I wanted his view of the effect of poison-pill defenses on corporate bonds.

Particularly well known is the poison-pill defense, which aims to immunize management from hostile takeovers.

For example, even though a poison-pill defense turns out to be a long-term negative, the market may react to it positively over the short term because it may signal that a hostile takeover attempt is imminent.

Although Moore announced that it would no longer try to acquire Wallace, Mr. Wyser-Pratte began waging a campaign to force Wallace to dismantle its poison-pill defense, which made a hostile takeover nearly impossible.