SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
TENDER OFFER STATEMENT
(AMENDMENT NO. 12)
PURSUANT TO
SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AND
AMENDMENT NO. 22
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 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<PAGE>
This Statement amends and supplements the Tender Of-
fer 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 cor-
poration, 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 10. ADDITIONAL INFORMATION.
(e) On January 15, 1997, Parent and the Company
issued a joint press release announcing that the United States
Court of Appeals for the Third Circuit had rejected NSC's
application to enjoin the Pennsylvania Special Meeting
scheduled for January 17, 1997 pending appeal of the January 9
decision by the United States District Court for the Eastern
District of Pennsylvania. A copy of such press release is
attached as Exhibit (a)(23), and the foregoing summary
description is qualified in its entirety by reference to such
exhibit.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(23) Text of Press Release issued by Parent and the Com-
pany on January 15, 1997.<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: January 16, 1997<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: January 16, 1997<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 Com-
pany 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 Com-
pany on January 9, 1997.
*(a)(22) Text of Press Release issued by Parent and the Com-
pany on January 13, 1997.
(a)(23) Text of Press Release issued by Parent and the Com-
pany on January 15, 1997.
*(b)(1) Credit Agreement, dated November 15, 1996 (incorpo-
rated 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).
_____________________
* Previously filed.
- 2 -<PAGE>
*(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).
*(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.
*(c)(9) Text of STB Decision No. 5 of STB Finance Docket No.
33220, dated January 8, 1997.
*(c)(10) Unaudited Pro Forma Financial Statements reflecting
the Transactions (incorporated by reference to
Parent's registration statement on Form S-4, regis-
tration number 333-19523).
*(c)(11) Text of opinion of Judge Donald VanArtsdalen of the
United States District Court for the Eastern District
of Pennsylvania as delivered from the bench on Janu-
ary 9, 1997.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
_____________________
* Previously filed.
- 3 -
EXHIBIT (a)(23)
CONTACT: CSX Conrail
Thomas E. Hoppin Craig R. MacQueen
(804) 782-1450 (215) 209-4594
Kekst and Company Abernathy MacGregor Group
Richard Wolff Dan Katcher/Matt Sherman
(212) 593-2655 (212) 371-5999
FOR IMMEDIATE RELEASE
APPEALS COURT REJECTS NORFOLK SOUTHERN'S REQUEST TO
ENJOIN CONRAIL SHAREHOLDER VOTE
RICHMOND, VA AND PHILADELPHIA, PA, JANUARY 15, 1997
-- CSX Corp. (CSX) (NYSE:CSX) and Conrail Inc. (Conrail)
(NYSE:CRR) today announced that they are pleased with the deci-
sion by the United States Court of Appeals for the Third Cir-
cuit rejecting Norfolk Southern's application for an injunction
pending appeal of the January 9 decision by the U.S. District
Court for the Eastern District of Pennsylvania.
CSX and Conrail today issued the following statement:
"We are pleased that the U.S. Court of Appeals has
refused to enjoin the Conrail shareholder meeting set for Fri-
day, January 17. This is another blow to Norfolk Southern's
continuing hostile attempts to derail the merger of Conrail and
CSX. We now look forward to moving ahead towards the comple-
tion our our strategic merger."
The District Court decision rejected Norfolk
Southern's motion for a preliminary injunction to invalidate
the exclusivity period contained in the merger agreement be-
tween CSX and Conrail and enjoin the shareholder vote scheduled
for January 17. In its application to the Third Circuit Court
of Appeals, Norfolk<PAGE>
Southern sought to enjoin the Conrail shareholder vote sched-
uled for January 17 until its appeal of the District Court
decision could be heard.
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 freight network in 12 northeastern
and midwestern states, the District of Columbia, and the Prov-
ince of Quebec. Conrail's home page can be reached at http://
www.CONRAIL.com.
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