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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT
(AMENDMENT NO. 8)
PURSUANT TO
SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AND
AMENDMENT NO. 18
TO
SCHEDULE 13D
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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
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
WITH A COPY TO:
PAMELA S. SEYMON
WACHTELL, LIPTON, ROSEN & KATZ
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019
TELEPHONE: (212) 403-1000
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This Statement amends and supplements the Tender Offer Statement on
Schedule 14D-1 filed with the Securities and Exchange Commission on December 6,
1996, as previously amended and supplemented, by Green Acquisition Corp., a
Pennsylvania corporation and a wholly owned subsidiary of CSX Corporation, a
Virginia corporation, to purchase up to an aggregate of 18,344,845 shares of (i)
Common Stock, par value $1.00 per share, and (ii) Series A ESOP Convertible
Junior Preferred Stock, without par value, of Conrail Inc., a Pennsylvania
corporation, 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, as supplemented by the Supplement thereto,
dated December 19, 1996, and the related Letters of Transmittal 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 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS.
On January 9, 1997, Parent filed a registration statement on Form S-4 (the
"Registration Statement") with the SEC containing, among other things, pro forma
financial statements, including notes thereto, reflecting the Transactions (set
forth under "Unaudited Pro Forma Financial Statements"). Any shareholder of the
Company interested in obtaining a copy of the Registration Statement may do so
from the offices of the SEC or the SEC's internet web site set forth in Section
8 of the Offer to Purchase, or upon request from Parent at the address (Attn.:
Corporate Secretary) set forth in Section 9 of the Offer to Purchase. A copy of
the Registration Statement should also be available at the offices of the NYSE
at the address set forth in Section 8 of the Offer to Purchase. Such pro forma
financial statements are incorporated herein by reference.
ITEM 10. ADDITIONAL INFORMATION.
(b) On January 8, 1997, Parent received informal assurance from the
STB staff that use of the Voting Trust pursuant to the Amended Voting Trust
Agreement would insulate Parent and its affiliates from a violation of the
governing statute and STB policy.
(e) On January 9, 1997, Parent and the Company issued a joint press
release announcing that the United States District Court for the Eastern
District of Pennsylvania had rejected NSC's motion for a preliminary
injunction to invalidate certain provisions of the Merger Agreement and to
enjoin the Pennsylvania Special Meeting scheduled for January 17, 1997.
(f) Reference is made to the disclosure in Item 9 above, which is
incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(21) Text of Press Release issued by Parent and the Company on
January 9, 1997.
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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
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Name: Mark G. Aron
Title: Executive Vice President --
Law and Public Affairs
Dated: January 9, 1997
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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
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Name: Mark G. Aron
Title: General Counsel and Secretary
Dated: January 9, 1997
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO.
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<C> <S>
*(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, Commercial Banks, Trust Companies
and Other Nominees.
*(a)(6) Guidelines for Certification of Taxpayer Identification 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 Company 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 Company 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.
*(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.
(a)(21) Text of Press Release issued by Parent and the Company on January 9, 1997.
*(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 Parent
and Purchaser's Tender Offer Statement on Schedule 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 (incorporated 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 (incorporated 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 Statement on Schedule
14D-1, as amended, dated October 16, 1996).
</TABLE>
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<TABLE>
<CAPTION>
EXHIBIT
NO.
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<C> <S>
*(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.
</TABLE>
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* Previously filed.
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Exhibit (a)(21)
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
FOR IMMEDIATE RELEASE
CSX AND CONRAIL PREVAIL
FEDERAL COURT DENIES NORFOLK SOUTHERN'S MOTION
** CSX, Conrail Strategic Merger to Proceed as Planned **
RICHMOND, VA and PHILADELPHIA, PA, January 9, 1997 -- CSX Corporation
(CSX) (NYSE: CSX) and Conrail Inc. (Conrail) (NYSE: CRR) said today that they
are pleased with the decision by the United States District Court for the
Eastern District of Pennsylvania rejecting Norfolk Southern's motion for a
preliminary injunction to invalidate the exclusivity period contained in the
merger agreement between CSX and Conrail and enjoin the shareholder vote
scheduled for January 17.
CSX and Conrail issued the following statement:
"We are gratified with the Court's decision, which allows us to move
forward to the successful completion of the next steps in our merger -- the
Conrail shareholder vote on January 17 and the completion of CSX's second $2
billion tender offer shortly thereafter. We believe that our merger is clearly
the superior business combination and that Conrail shareholders acknowledge
that the merger of CSX and Conrail will offer them the most immediate value
combined with the opportunity to participate in the long-term growth of the
world's largest 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 contract logistics management services.
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Conrail, with corporate headquarters in Philadelphia, Pa., operates an
11,000-mile 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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