SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Schedule 14D-1
Tender Offer Statement
(Amendment No. 1)
Pursuant to
Section 14(d)(1) of the Securities Exchange Act of 1934
and
Amendment No. 11
to
Schedule 13D
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
(804) 782-1400
(Name, Address and Telephone Number of Person
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 "SEC") on December 6, 1996 (the
"Schedule 14D-1"), by Green Acquisition Corp. ("Purchaser"), a
Pennsylvania corporation and a wholly owned subsidiary of CSX
Corporation, a Virginia corporation ("Parent"), to purchase up
to an aggregate of 18,344,845 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 (to-
gether with the Common Shares, the "Shares"), of Conrail Inc.,
a Pennsylvania corporation (the "Company"), including, in each
case, the associated Common Stock Purchase Rights, upon the
terms and subject to the conditions set forth in the Offer to
Purchase, dated December 6, 1996 (the "Offer to Purchase"), and
the related Letter 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 and the Schedule 14D-1.
ITEM 10. ADDITIONAL INFORMATION
(e) On December 9, 1996, plaintiffs in the purported
derivative and class actions moved for leave to amend their
complaint against Parent, the Company and directors of the Com-
pany. The amendment, if permitted by the court, will add ad-
ditional claims to the shareholder plaintiffs' complaint:
(i) that the existing share ownership of Parent
and the directors of the Company as individuals should be
aggregated for purposes of determinations under the Penn-
sylvania Control Transaction Law because Parent and the
individual directors of the Company are allegedly "acting
in concert" for purposes of the statute, and accordingly
the requirement in the Pennsylvania Control Transaction
Law requiring persons who have 20% or more of the voting
power of a Pennsylvania corporation to offer to purchase
for cash the remaining shares (for "fair value") has al-
legedly been triggered; and
(ii) that it is a breach of the fiduciary duties
of the directors of the Company to have agreed to postpone
the Pennsylvania Special Meeting in the event that insuf-
ficient votes are received to assure approval of the Ar-
ticles Amendment providing for the Company to opt out of
the Pennsylvania Control Transaction Law. <PAGE>
As relief, the shareholder plaintiffs seek a declara-
tion that Parent and the directors of the Company are obligated
to make the "fair value" payments required by the Pennsylvania
Control Transaction Law and that the Pennsylvania Special Meet-
ing may not be postponed and that no second vote upon the Ar-
ticles Amendment may be held.
(f) On December 10, 1996, Parent and the Company
issued a press release. A copy of the press release is at-
tached as Exhibit (a)(11), and the foregoing summary descrip-
tion is qualified in its entirety by reference to such exhibit.
On December 10, 1996, Parent and the Company pub-
lished an advertisement. A copy of the advertisement is at-
tached as Exhibit (a)(12), and the foregoing summary descrip-
tion is qualified in its entirety by reference to such exhibit.
On December 11, 1996, Parent issued a press release.
A copy of the press release is attached as Exhibit (a)(13), and
the foregoing summary description is qualified in its entirety
by reference to such exhibit.
On December 12, 1996, Parent and the Company pub-
lished an advertisement. A copy of the advertisement is at-
tached as Exhibit (a)(14), and the foregoing summary descrip-
tion is qualified in its entirety by reference to such exhibit.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(11) Text of Press Release issued by Parent and the Com-
pany on December 10, 1996.
(a)(12) Text of Advertisement published by Parent and the
Company on December 10, 1996.
(a)(13) Text of Press Release issued by Parent on December
11, 1996.
(a)(14) Text of Advertisement published by Parent and the
Company on December 12, 1996.
-2-<PAGE>
SIGNATURE
After due inquiry and to the best of its 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 12, 1996
-3-<PAGE>
SIGNATURE
After due inquiry and to the best of its 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 12, 1996
-4-<PAGE>
EXHIBIT INDEX
Exhibit No.
*(a)(1) Offer to Purchase, dated December 6, 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, Com-
mercial Banks, Trust Companies and Other Nominees.
*(a)(6) Guidelines for Certification of Taxpayer Identifica-
tion Number on Substitute Form W-9.
*(a)(7) Tender Offer Instructions for Participants of Conrail
Inc. Dividend Reinvestment Plan.
*(a)(8) Text of Press Release issued by Parent and the Com-
pany on December 6, 1996.
*(a)(9) Form of Summary Advertisement, dated December 6,
1996.
*(a)(10) Text of Press Release issued by Parent on December 5,
1996.
(a)(11) Text of Press Release issued by Parent and the Com-
pany on December 10, 1996.
(a)(12) Text of Advertisement published by Parent and the
Company on December 10, 1996.
(a)(13) Text of Press Release issued by Parent on December
11, 1996.
(a)(14) Text of Advertisement published by Parent and the
Company on December 12, 1996.
(b) Not applicable.
_____________________
* Previously filed.
-5-<PAGE>
*(c)(1) Agreement and Plan of Merger, dated as of October 14,
1996, by and among Parent, Purchaser and the Company
(incorporated by reference to Exhibit (c)(1) to Par-
ent and Purchaser's Tender Offer Statement on Sched-
ule 14D-1, as amended, dated October 16, 1996).
*(c)(2) Company Stock Option Agreement, dated as of October
14, 1996, between Parent and the Company (incorpo-
rated by reference to Exhibit (c)(2) to Parent and
Purchaser's Tender Offer Statement on Schedule 14D-1,
as amended, dated October 16, 1996).
*(c)(3) Parent Stock Option Agreement, dated as of October
14, 1996, between Parent and the Company (incorpo-
rated by reference to Exhibit (c)(3) to Parent and
Purchaser's Tender Offer Statement on Schedule 14D-1,
as amended, dated October 16, 1996).
*(c)(4) Voting Trust Agreement, dated as of October 15, 1996,
by and among Parent, Purchaser and Deposit Guaranty
National Bank (incorporated by reference to Exhibit
(c)(4) to Parent and Purchaser's Tender Offer State-
ment on Schedule 14D-1, as amended, dated October 16,
1996).
*(c)(5) First Amendment to Agreement and Plan of Merger,
dated as of November 5, 1996, by and among Parent,
Purchaser and the Company (incorporated by reference
to Exhibit (c)(7) to Parent and Purchaser's Tender
Offer Statement on Schedule 14D-1, as amended, dated
October 16, 1996).
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
_____________________
* Previously filed.
-6-
EXHIBIT (a)(11)
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/Matthew Sherman
(212) 593-2655 (212) 371-5999
CSX AND CONRAIL ANNOUNCE JOINT EFFORT
TO BRING COMPETITIVE BENEFITS TO CUSTOMERS
RICHMOND, VA AND PHILADELPHIA, PA (DECEMBER 10, 1996)
-- CSX Corporation (CSX)[NYSE: CSX] and Conrail Inc. (Conrail)
[NYSE: CRR] announced today that they have jointly begun an
effort that will bring even more competitive benefits to cus-
tomers who will be served by their merged railroad.
The companies said that a joint CSX-Conrail team
would work to assure that so-called two-to-one customers --
customers who are today served by only CSX and Conrail -- will
fully participate in the benefits of this pro-competitive merg-
er. The joint team will meet with representatives of other
major carriers who have expressed interest in the opportunities
afforded by this process.
The negotiations are confidential business discus-
sions, and the companies will not comment on them until agree-
ments have been reached. At that time, the agreements will be
made available to the public and submitted to the Surface
Transportation Board as part of the merger review process.
CSX Corporation, headquartered in Richmond, VA, is an
international transportation company offering a variety of
rail, container-shipping, intermodal, trucking, barge and con-
tract logistics management services. CSX's home page can be
reached at http://www.CSX.com.
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. Conrail's home page can be reached at
http://www.CONRAIL.com.
###
EXHIBIT (a)(12)
YOU CAN'T TAKE NORFOLK SOUTHERN
TO GET TO THE TRUTH.
THEIR LINES DON'T GO THERE.
They say desperate people take desperate measures.
Which is why Norfolk Southern is trying to inspire fear by not
being honest about the proposed Conrail-CSX merger.
The fact is, the Conrail-CSX merger is about a mar-
riage of equals, not a hostile takeover. About more competi-
tion, not less. About increasing choices for shippers, not
decreasing them. About opening more markets, not closing them.
Most of all about more business and more job opportunities, not
less.
The Conrail-CSX merger is about truth, not scare tac-
tics, intellectual dishonesty, empty promises and analytical
double-talk. The truth is:
The Conrail-CSX merger of equals is about commitment
and strong roles for all the constituents of both
companies, including Conrail's employees. Conrail
and CSX take great pride in the positive relation-
ships they have with their employees.
Only Conrail and CSX have committed to protecting
employee interests by creating a board composed of
equal numbers of directors from both companies; a
succession plan that insures their representation
among management; and to locating the corporate head-
quarters of the new company in Philadelphia.
The Conrail/CSX pension plan will be fully funded.
Combining the two pension plans results in approxi-
mately $100 million in excess assets, based on the
latest published data.
CSX and Conrail have committed to granting competi-
tive access to another railroad at each and every
point today served only by both CSX and Conrail,
there by assuring competition.
CSX is a safe... very safe... railroad in 1996. The
CSX train accident index rate has been one of the
lowest of all Class 1 railroads. And Conrail's rate
of improvement is among the best in the industry and
it has the lowest number of crossing accidents of all
Class 1 railroads. That doesn't mean we are smugly
satisfied with our safety records; but it does mean
the Conrail and CSX safety programs successfully<PAGE>
focus not only on the well-being of our employees,
but also on safely meeting the needs of our customers
and the communities we serve.
Here's the bottom line: The Conrail-CSX combination
has the resources to spur unprecedented growth. In
options for shippers. In opportunities for employ-
ees. In benefits for everyone.
Logos
CARRYING AMERICA INTO THE FUTURE... TRUTHFULLY
CSX is not soliciting, and this advertisement does not
constitute a solicitation of any proxy, vote or consent as to
any matter. In addition, this advertisement does not
constitute an offer to sell or buy or the solicitation of an
offer to sell or buy, any securities.
EXHIBIT (a)(13)
Contacts:
CSX Corporation Kekst and Company
Thomas E. Hoppin Richard Wolff
(804) 782-1450 (212) 593-2655
FOR IMMEDIATE RELEASE
CSX DISMISSES NORFOLK SOUTHERN'S
"PLEDGE" LETTER AS ANOTHER "NON-EVENT"
Richmond, VA., December 11, 1996 -- CSX Corp. (CSX)(NYSE: CSX)
today dismissed Norfolk Southern's "pledge letter" to Conrail
shareholders as another "non-event" in which Norfolk Southern
again misrepresents its ability to close its hostile tender
offer. In a statement, CSX said:
"This is more of the same Norfolk Southern smokescreen intended
to cloud reality. The facts, however, are clear. Norfolk
Southern could not close its hostile tender offer on its
previous expiration date of Dec. 16, 1996, nor can it close on
its revised expiration date of Jan. 10, 1997, or at any time
thereafter until well into the summer of 1997 at the earliest,
in accordance with the terms of the Conrail-CSX merger
agreement. This has been resoundingly upheld in federal
court."
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. CSX's home page can be
reached at http://www.csx.com. Conrail's home page can be
reached at http://www.conrail.com.
EXHIBIT (a)(14)
Yes, I want to be part of one of the world's leading freight
companies.
Yes, I want what's best for America's economy.
Yes, I want to have better access to global markets.
Yes, I want to do what's best for the environment.
Yes, I want railroads to be more competitive with trucks.
Yes, I want to have less congestion on the nation's highways.
Yes, I want to have more direct and efficient railroads.
Yes, I want to invest in America's future.
Yes, I support the merger of Conrail and CSX.
[CONRAIL LOGO] [CSX LOGO]
Carrying America into the Future
CSX is not soliciting, and this advertisement does not
constitute a solicitation of any proxy, vote or consent as to
any matter. In addition, this advertisement does not
constitute an offer to sell or buy or the solicitation of an
offer to sell or buy, any securities.
