SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO
SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
(AMENDMENT NO. 5)
_______________
CONRAIL INC.
(Name of Subject Company)
CSX CORPORATION
GREEN ACQUISITION CORP.
(Bidders)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(Title of Class of Securities)
208368 10 0
(CUSIP Number of Class of Securities)
SERIES A ESOP CONVERTIBLE JUNIOR
PREFERRED STOCK, WITHOUT PAR VALUE
(Title of Class of Securities)
NOT AVAILABLE
(CUSIP Number of Class of Securities)
MARK G. ARON
CSX CORPORATION
ONE JAMES CENTER
901 EAST CARY STREET
RICHMOND, VIRGINIA 23219-4031
TELEPHONE: (804) 782-1400
(Names, Addresses and Telephone Numbers of Persons Authorized
to Receive Notices and Communications on Behalf of Bidder)
With a copy to:
PAMELA S. SEYMON
WACHTELL, LIPTON, ROSEN & KATZ
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019
TELEPHONE: (212) 403-1000
<PAGE>
This Statement amends and supplements the Tender Of-
fer Statement on Schedule 14D-1 filed with the Securities and
Exchange Commission (the "Commission") on October 16, 1996, as
previously amended and supplemented (the "Schedule 14D-1"), by
Green Acquisition Corp. ("Purchaser"), a Pennsylvania corpo-
ration and a wholly owned subsidiary of CSX Corporation, a Vir-
ginia corporation ("Parent"), to purchase an aggregate of
17,860,124 shares of (i) Common Stock, par value $1.00 per
share (the "Common Shares"), and (ii) Series A ESOP Convertible
Junior Preferred Stock, without par value (together with the
Common Shares, the "Shares"), of Conrail Inc., a Pennsylvania
corporation (the "Company"), including, in each case, the as-
sociated Common Stock Purchase Rights, upon the terms and sub-
ject to the conditions set forth in the Offer to Purchase,
dated October 16, 1996 (the "Offer to Purchase"), as
supplemented by the Supplement thereto dated November 6, 1996
(the "Supplement") and in the related Letters of Transmittal
(which, together with any amendments or supplements thereto,
constitute the "Offer") at a purchase price of $110.00 per
Share, net to the tendering shareholder in cash. Capitalized
terms used and not defined herein shall have the meanings
assigned such terms in the Offer to Purchase, the Supplement
and the Schedule 14D-1.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE
SUBJECT COMPANY.
(b) On November 13, 1996 Parent and the Company
issued a joint press release stating that Parent has had, and
continues to have, discussions with the Company relating to an
increase in the value of the consideration payable upon
consummation of the Merger. A copy of the press release is
attached hereto as Exhibit (a)(19), and the foregoing summary
description is qualified in its entirety by reference to such
exhibit.<PAGE>
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(1) -- Offer to Purchase, dated October 16, 1996.*
(a)(2) -- Letter of Transmittal.*
(a)(3) -- Notice of Guaranteed Delivery.*
(a)(4) -- Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.*
(a)(5) -- Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nom-
inees.*
(a)(6) -- Guidelines for Certification of Taxpayer Identi-
fication Number on Substitute Form W-9.*
(a)(7) -- Text of Press Release issued by Parent on Octo-
ber 15, 1996.*
(a)(8) -- Form of Summary Advertisement, dated October 16,
1996.*
(a)(9) -- Text of Press Release issued by Parent on Octo-
ber 22, 1996.*
(a)(10) -- Text of Press Release issued by Parent on Octo-
ber 23, 1996.*
(a)(11) -- Text of Press Release issued by Parent on Octo-
ber 30, 1996.*
(a)(12) -- Text of Press Release issued by Parent on
November 3, 1996.*
(a)(13) -- Supplement to Offer to Purchase, dated November
6, 1996.*
(a)(14) -- Revised Letter of Trasmittal.*
(a)(15) -- Revised Notice of Guaranteed Delivery.*
(a)(16) -- Revised Letter to Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.*
_____________________
* Previously filed.
-2-<PAGE>
(a)(17) -- Revised Letter to Clients for use by Brokers,
Dealers, Commercial Banks, Trust Companies and
Other Nominees.*
(a)(18) -- Text of Press Release issued by Parent and the
Company on November 6, 1996.*
(a)(19) -- Text of Press Release issued by Parent and the
Company on November 13, 1996.
(b)(1) -- Commitment Letter, dated October 21, 1996.*
(c)(1) -- Agreement and Plan of Merger, dated as of Octo-
ber 14, 1996, by and among Parent, Purchaser and
the Company.*
(c)(2) -- Company Stock Option Agreement, dated as of Oc-
tober 14, 1996, between Parent and the Company.*
(c)(3) -- Parent Stock Option Agreement, dated as of Octo-
ber 14, 1996, between Parent and the Company.*
(c)(4) -- Form of Voting Trust Agreement.*
(c)(5) -- Complaint in Norfolk Southern Corporation, et
al. v. Conrail Inc., et al., No. 96-CV-7167,
filed on October 23, 1996.*
(c)(6) -- First Amended Complaint in Norfolk Southern
Corporation, et al. v. Conrail Inc., et al., No.
96-CV-7167, filed on October 30, 1996.*
(c)(7) -- First Amendment to Agreement and Plan of Merger,
dated as of November 5, 1996, by and among
Parent, Purchaser and the Company.*
-3-<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set
forth in this statement is true, complete and correct.
CSX CORPORATION
By: /s/ Mark G. Aron
Name: Mark G. Aron
Title: Executive Vice President-
Law and Public Affairs
Dated: November 13, 1996<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set
forth in this statement is true, complete and correct.
GREEN ACQUISITION CORP.
By: /s/ Mark G. Aron
Name: Mark G. Aron
Title: General Counsel
and Secretary
Dated: November 13, 1996<PAGE>
EXHIBIT INDEX
Exhibit
No. Description
(a)(1) -- Offer to Purchase, dated October 16, 1996.*
(a)(2) -- Letter of Transmittal.*
(a)(3) -- Notice of Guaranteed Delivery.*
(a)(4) -- Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.*
(a)(5) -- Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nom-
inees.*
(a)(6) -- Guidelines for Certification of Taxpayer Identi-
fication Number on Substitute Form W-9.*
(a)(7) -- Text of Press Release issued by Parent on Octo-
ber 15, 1996.*
(a)(8) -- Form of Summary Advertisement dated October 16,
1996.*
(a)(9) -- Text of Press Release issued by Parent on Octo-
ber 22, 1996.*
(a)(10) -- Text of Press Release issued by Parent on Octo-
ber 23, 1996.*
(a)(11) -- Text of Press Release issued by Parent on Octo-
ber 30, 1996.*
(a)(12) -- Text of Press Release issued by Parent on
November 3, 1996.*
(a)(13) -- Supplement to Offer to Purchase, dated November
6, 1996.*
(a)(14) -- Revised Letter of Trasmittal.*
(a)(15) -- Revised Notice of Guaranteed Delivery.*
(a)(16) -- Revised Letter to Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.*
_____________________
* Previously filed.<PAGE>
(a)(17) -- Revised Letter to Clients for use by Brokers,
Dealers, Commercial Banks, Trust Companies and
Other Nominees.*
(a)(18) -- Text of Press Release issued by Parent and the
Company on November 6, 1996.*
(a)(19) -- Text of Press Release issued by Parent and the
Company on November 13, 1996.
(b)(1) -- Commitment Letter, dated October 21, 1996.*
(c)(1) -- Agreement and Plan of Merger, dated as of Octo-
ber 14, 1996, by and among Parent, Purchaser and
the Company.*
(c)(2) -- Company Stock Option Agreement, dated as of Oc-
tober 14, 1996, between Parent and the Company.*
(c)(3) -- Parent Stock Option Agreement, dated as of Octo-
ber 14, 1996, between Parent and the Company.*
(c)(4) -- Form of Voting Trust Agreement.*
(c)(5) -- Complaint in Norfolk Southern Corporation, et
al. v. Conrail Inc., et al., No. 96-CV-7167,
filed on October 23, 1996.*
(c)(6) -- First Amended Complaint in Norfolk Southern
Corporation, et al. v. Conrail Inc., et al., No.
96-CV-7167, filed on October 30, 1996.*
(c)(7) -- First Amendment to Agreement and Plan of Merger,
dated as of November 5, 1996, by and among
Parent, Purchaser and the Company.*
-2-
EXHIBIT (a)(19)
FOR IMMEDIATE RELEASE
CONTACTS:
CSX Corporation Conrail Inc.
Thomas E. Hoppin Craig R. MacQueen
(804) 782-1450 (215) 209-4594
Kekst and Company Abernathy MacGregor Group
Richard Wolff Joele Frank/Dan Katcher
(212) 593-2655 (212) 371-5999
CONRAIL BOARD ADVISES SHAREHOLDERS NOT TO TENDER
TO REVISED NORFOLK SOUTHERN TENDER OFFER;
CSX AND CONRAIL REAFFIRM COMMITMENT TO THEIR MERGER
RICHMOND, VA AND PHILADELPHIA, PA (NOVEMBER 13, 1996)
-- Conrail Inc. [NYSE: CRR] announced today that its Board of
Directors recommends that shareholders not tender their shares
pursuant to the revised Norfolk Southern tender offer. Shares
tendered to the Norfolk Southern offer, which expires on Novem-
ber 22, cannot be accepted for payment under the terms of that
offer. Conrail's Board said that shareholders who desire to
receive cash now for a portion of their shares should tender to
the offer of CSX Corporation [NYSE: CSX], which expires on
November 20.
Conrail again reaffirmed that a merger with CSX is in
Conrail's best interest and is the superior strategic combina-
tion for Conrail. Both CSX and Conrail stated that they con-
tinue to be fully committed to their merger.
CSX and Conrail also stated that they have been hav-
ing, and continue to have, discussions relating to an increase
in the value of the consideration payable upon consummation of
the CSX-Conrail merger. There can be no assurance as to when
or if any such modifications will be made.
CSX, headquartered in Richmond, VA, is an interna-
tional transportation company offering a variety of rail,
container-shipping, intermodal, trucking, barge and contract
logistics management services.
Conrail, with corporate headquarters in Philadelphia,
PA, operates an 11,000-mile rail freight network in 12 north-
eastern and midwestern states, the District of Columbia, and
the Province of Quebec.
CSX's home page can be reached at http://www.CSX.com.
Conrail's home page can be reached at http://www.CONRAIL.com.
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