SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
TENDER OFFER STATEMENT
(AMENDMENT NO. 4)
PURSUANT TO
SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AND
AMENDMENT NO. 14
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, as
previously amended and supplemented (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 (together 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"), as
supplemented by the Supplement thereto, dated December 19, 1996
(the "Supplement"), and 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 10. ADDITIONAL INFORMATION
On December 20, 1996, Parent issued a press release
regarding the Merger. A copy of the press release is attached
as Exhibit (a)(20), and the foregoing summary description is
qualified in its entirety by reference to such exhibit.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
(a)(19) Letter from Parent to shareholders of the Company,
dated December 19, 1996.
(a)(20) Text of Press Release issued by Parent on December
20, 1996.
(c)(8) Deleted.<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 23, 1996<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 23, 1996<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.
*(a)(15) Supplement to Offer to Purchase, dated December 19,
1996.
_____________________
* Previously filed.<PAGE>
*(a)(16) Revised Letter of Transmittal.
*(a)(17) Revised Notice of Guaranteed Delivery.
*(a)(18) Text of Press Release issued by Parent and the
Company on December 19, 1996.
(a)(19) Letter from Parent to shareholders of the Company,
dated December 19, 1996.
(a)(20) Text of Press Release issued by Parent on December
20, 1996.
*(b)(1) Credit Agreement, dated November 15, 1996
(incorporated by reference to Exhibit (b)(2) to
Parent and Purchaser's Tender Offer Statement on
Schedule 14D-1, as amended, dated October 16, 1996.)
*(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).
_____________________
* Previously filed.
- 2 -<PAGE>
*(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).
*(c)(6) Second Amendment to Agreement and Plan of Merger,
dated as of December 18, 1996, by and among Parent,
Purchaser and the Company.
*(c)(7) Form of Amended and Restated Voting Trust Agreement.
(c)(8) Deleted.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
_____________________
* Previously filed.
- 3 -
Exhibit (a)(19)
[CSX Letterhead]
December 19, 1996
Dear Conrail Shareholder:
We are pleased to enclose a supplement to CSX's
tender offer to purchase 20.1% of Conrail voting shares
outstanding for $110 per share in cash.
The $110 CSX tender offer has been extended until
5:00 p.m. EST on January 22, 1997, and the conditions remain
the same, including obtaining shareholder approval to opt out
of Subchapter 25E of the Pennsylvania statute. Conrail has
scheduled this special shareholders meeting for 12:00 noon EST
on January 17, 1997.
The supplement describes in detail the terms of our
amended merger agreement with Conrail Inc., which will provide
you with increased consideration in the merger of $16 per
Conrail share in CSX convertible preferred stock. The $16 per
share is in addition to the 1.85619 shares of CSX common stock
to be received in the merger.
You will also benefit from the significant value of
receiving the merger consideration upon shareholder approval
and consummation of the merger, which is significantly earlier
than previously contemplated and prior to regulatory approval.
We urge you to give this supplement to our tender
offer prompt consideration. We believe that the tender offer,
combined with our earlier purchase of 19.9% of Conrail shares
at $110 per share in cash, gives shareholders the advantages of
a significant and immediate payment of cash combined with the
upside potential of continued stock ownership.
If you have any questions, or require assistance in
tendering your shares, please call MacKenzie Partners, the
information agent for our tender offer, toll-free at 800-322-
2885 or collect at 212-929-5500.
We look forward to building the world's leading
transportation and logistics company by joining forces with
Conrail.
Sincerely,
/s/ John W. Snow
John W. Snow
Chairman and
Chief Executive Officer
Exhibit (a)(20)
[LETTERHEAD OF
CSX CORPORATION]
NEWS
______________________________________________________________
CONTACTS:
CSX Corporation Kekst and Company
Thomas E. Hoppin Richard Wolff
(804) 782-1450 (212) 593-2655
FOR IMMEDIATE RELEASE:
CSX REAFFIRMS COMMITMENT TO CONRAIL MERGER
RICHMOND, VA. - DEC. 20, 1996 - CSX Corporation today
issued the following statement by John W. Snow, chairman and
chief executive officer of the company:
"We are pleased with the action taken earlier today by the
Conrail board of directors. Clearly, the CSX offer and the
merger of equals we jointly are now preparing to take before
the Surface Transportation Board early next year best addresses
the interests of all of Conrail's constituencies, including
shareholders, who receive a significant and immediate cash pay-
ment combined with the opportunity to share in the future of
the company.
"From the beginning, our objective has been to provide
real value for Conrail's shareholders; provide competitive rail
service throughout the east; grow the business; increase op-
portunities for our employees; and generate far-reaching public
benefits for the region. It is time to move forward to accom-
plish those goals and to the creation of the world's leading
transportation and logistics company."
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. The CSX home page can be
reached at http://www.CSX.com.
- # # # -
Exhibit (c)(8)
Deleted.
