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. 9*)
_______________
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
* Constituting the final amendment to Schedule 14D-1.
<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 supple-
mented 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 as-
signed such terms in the Offer to Purchase, the Supplement and
the Schedule 14D-1.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
(a)-(b) On November 26, 1996, Parent issued a press re-
lease announcing the final proration factor of 23.451836% and
the commencement of payment in connection with the Offer. A
copy of the press release is attached as Exhibit (a)(25), and
the foregoing summary description is qualified in its entirety
by reference to such exhibit.
ITEM 10. ADDITIONAL INFORMATION
(f) On November 25, 1996, Parent and the Company pub-
lished an advertisement regarding the Merger. A copy of the
advertisement is attached as Exhibit (a)(24), 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 Novem-
ber 3, 1996.*
(a)(13) -- Supplement to Offer to Purchase, dated November
6, 1996.*
(a)(14) -- Revised Letter of Transmittal.*
(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.*
(a)(20) -- Text of Press Release issued by Parent and the
Company on November 19, 1996.*
(a)(21) -- Text of Press Release issued by Parent and the
Company on November 20, 1996.*
(a)(22) -- Text of Press Release issued by Parent and the
Company on November 20, 1996.*
(a)(23) -- Text of Press Release issued by Parent on Novem-
ber 21, 1996.*
(a)(24) -- Text of Advertisement published by Parent and
the Company on November 25, 1996.
(a)(25) -- Text of Press Release issued by Parent on Novem-
ber 26, 1996.
(b)(1) -- Commitment Letter, dated October 21, 1996.*
(b)(2) -- Credit Agreement, dated November 15, 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.*
-3-<PAGE>
(c)(6) -- First Amended Complaint in Norfolk Southern Cor-
poration, 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 Par-
ent, Purchaser and the Company.*
(c)(8) -- Text of ruling of Judge Donald W. VanArtsdalen
of the United States District Court for the
Eastern District of Pennsylvania on November 20,
1996.*
(c)(9) -- Voting Trust Agreement, dated as of October 15,
1996, by and among Parent, Purchaser and Deposit
Guaranty National Trust.*
-4-<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: December 3, 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: December 3, 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 Novem-
ber 3, 1996.*
(a)(13) -- Supplement to Offer to Purchase, dated November
6, 1996.*
(a)(14) -- Revised Letter of Transmittal.*
(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.*
(a)(20) -- Text of Press Release issued by Parent and the
Company on November 19, 1996.*
(a)(21) -- Text of Press Release issued by Parent and the
Company on November 20, 1996.*
(a)(22) -- Text of Press Release issued by Parent and the
Company on November 20, 1996.*
(a)(23) -- Text of Press Release issued by Parent on Novem-
ber 21, 1996.*
(a)(24) -- Text of Advertisement published by Parent and
the Company on November 25, 1996.
(a)(25) -- Text of Press Release issued by Parent on Novem-
ber 26, 1996.
(b)(1) -- Commitment Letter, dated October 21, 1996.*
(b)(2) -- Credit Agreement, dated November 15, 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 Cor-
poration, et al. v. Conrail Inc., et al., No.
96-CV-7167, filed on October 30, 1996.*
-2-<PAGE>
(c)(7) -- First Amendment to Agreement and Plan of Merger,
dated as of November 5, 1996, by and among Par-
ent, Purchaser and the Company.*
(c)(8) -- Text of ruling of Judge Donald W. VanArtsdalen
of the United States District Court for the
Eastern District of Pennsylvania on November 20,
1996.*
(c)(9) -- Voting Trust Agreement, dated as of October 15,
1996, by and among Parent, Purchaser and Deposit
Guaranty National Trust.*
-3-
EXHIBIT (A)(24)
CONRAIL & CSX
CARRYING AMERICA INTO THE FUTURE.
CONRAIL AND CSX ARE MERGING TO CREATE
A WORLD LEADER IN FREIGHT TRANSPORTATION.
Conrail + CSX is a merger of equals, working together to
become the premier global transportation company. This strate-
gic marriage creates the leader in rail and container shipping
and logistics management.
TOGETHER, WE CAN PUT ALL
OUR BEST RESOURCES ON THE BEST TRACK.
For more than 150 years, we've carried the freight that
fuels America's growth. Now, Conrail and CSX are joining
forces for new opportunities and long-term growth. We will
give customers more direct and more efficient routes, more ex-
tensive single-line rail service for shippers and receivers.
This means faster, more reliable service, shorter routes and
lower transportation costs.
WE WILL DELIVER FOR AMERICAN BUSINESS.
Working together, our merger will produce better service
and more competitive pricing, and approximately $730 million in
savings from operating efficiencies and other benefits that
will support capital investments in services and facilities.
It will alleviate congestion on America's highways and help cut
down on pollution in our cities. Enhanced commuter passenger
service and safety will improve the overall reliability of the
U.S. transportation system.
CONRAIL CSX
CORPORATION
________________________________________________
IT MAKES SENSE TODAY
AND BUILDS STRENGTH FOR TOMORROW.
EXHIBIT(A)(25)
CONTACT: CSX Kekst and Company
Thomas E. Hoppin Richard Wolff
(804) 782-1450 (212) 593-2655
FOR IMMEDIATE RELEASE
CSX COMMENCES PURCHASE OF TENDERED SHARES
RICHMOND, VIRGINIA, NOVEMBER 26, 1996 -- CSX Corporation (CSX)
(NYSE: CSX) today announced that it has commenced payment for
the 19.9% of outstanding shares of Conrail Inc. (NYSE: CRR) it
accepted for payment on November 21 under its $110 per share
tender offer. The final proration factor under the CSX tender
offer is 23.451836%.
CSX Corporation, 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 Northeastern
and Midwestern states, the District of Columbia and the Prov-
ince 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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