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. 7)
_______________
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 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 10. Additional Information
On November 19, 1996, Parent and the Company issued a
joint press release stating that the United States District
Court for the Eastern District of Pennsylvania had denied NSC's
motion for a preliminary injunction relating to the Offer. A
copy of the press release is attached hereto as Exhibit
(a)(20), 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.
(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.*
(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.*
-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 20, 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 20, 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.
(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.*
(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.*
-2-
FOR IMMEDIATE RELEASE
CONTACT: CSX Conrail
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
FEDERAL COURT DENIES NORFOLK SOUTHERN'S MOTION
PURCHASE OF SHARES IN TENDER OFFER EXPECTED TO OCCUR PROMPTLY
AFTER EXPIRATION ON NOVEMBER 20
RICHMOND, VA AND PHILADELPHIA, PA, NOV. 19, 1996 --
CSX Corporation (CSX) (NYSE: CSX) and Conrail Inc. (Conrail)
(NYSE: CRR) said today that they are pleased with the decision
of the United States District Court for the Eastern District of
Pennsylvania denying Norfolk Southern Corporation's motion for
a preliminary injunction to block completion of CSX's $110 cash
tender offer for 19.9% of Conrail shares outstanding.
John W. Snow, CSX's chairman, president and chief
executive officer, and David M. LeVan, Conrail's chairman,
president and chief executive officer, issued the following
statement:
"We are gratified with the Court's decision, which
enables us to proceed as planned with CSX's tender offer -- the
first step in the CSX - Conrail merger. The purchase of shares
in the tender offer is expected to occur promptly after the
scheduled expiration at midnight Eastern time on Wednesday,
November 20th, and will provide nearly $2 billion in cash to
Conrail shareholders for approximately 19.9% of Conrail's
outstanding voting stock. We are fully committed to completing
our strategic merger, which we believe is clearly the superior
business combination."
CSX Corporation, headquartered in Richmond, Va, is an
international 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 Province of Quebec.
Additional information regarding this announcement
can be found on the companies' Web sites on the Internet.
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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