SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
TENDER OFFER STATEMENT
(AMENDMENT NO. 13)
PURSUANT TO
SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AND
AMENDMENT NO. 23
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.
(f) On January 17, 1997, Parent issued a press
release announcing that the apparent vote by shareholders of
the Company against an opt out of the Pennsylvania Control
Transaction Law will not alter the ability of Parent and the
Company to complete the Merger. A copy of such press release
is attached as Exhibit (a)(24), and the foregoing summary
description is qualified in its entirety by reference to such
exhibit.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(24) Text of Press Release issued by Parent on January 17,
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 17, 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 17, 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.
(a)(24) Text of Press Release issued by Parent on January 17,
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).
_____________________
* Previously filed.
- 2 -<PAGE>
*(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).
*(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)(24)
CSX
Corporation
Corporate Communications
P.O. Box 65629
Richmond, Virginia 23285-5629
http://www.csx.com
NEWS
CONTACTS:
CSX Corporation Kekst and Company
Thomas E. Hoppin Richard Wolff
(804) 782-1450 (212) 593-2655
FOR IMMEDIATE RELEASE:
CSX SAYS APPARENT VOTE WILL NOT ALTER CSX AND
CONRAIL'S ABILITY TO COMPLETE MERGER
RICHMOND, VA -- Jan. 17, 1997 -- CSX Corp. (CSX)
(NYSE: CSX) said that today's apparent vote by Conrail share-
holders refusing to opt out of the Pennsylvania Control Trans-
action statute will not alter its firm commitment to the CSX-
Conrail merger and will not affect the ultimate outcome.
John W. Snow, chairman, president and chief executive
officer of CSX, issued the following statement:
"In light of Norfolk Southern's calculated and mas-
sive disinformation campaign coupled with its last-ditch, con-
ditional 9.9% tender offer intended to provide Conrail share-
holders with over $1 billion in cash as payment for a "no"
vote, this apparent outcome is not surprising. The apparent
"no" vote procured by Norfolk Southern simply postpones the
eventual completion of our strategic merger of equals and
delays the ability of Conrail's shareholders to receive the
full consideration that will be provided by the CSX-Conrail
transaction.
"We remain fully and firmly committed to the CSX-
Conrail merger of equals. We are confident we will eventually
prevail with Conrail's shareholders and then present a compel-
ling application for approval of the merger to the Surface
Transportation Board.
"Norfolk Southern has succeeded only in confusing the
issue. The CSX-Conrail merger remains the right merger, of the
right companies, at the right price and, in time, it will be
approved.<PAGE>
2
"There is not now, nor will there be, a viable alter-
native to the CSX-Conrail merger. The CSX and Conrail boards
both have committed that neither company will even hold discus-
sions with any other company regarding a business combination
for at least two years, and the Federal courts and the Surface
Transportation Board (STB) both have upheld that key provision
of the CSX-Conrail merger agreement.
"We have no intention of amending or altering our
merger agreement in any way in light of this apparent vote.
Those who voted against the opt-out in the expectation that
their vote will force CSX to raise its price will be disap-
pointed. We believe the CSX transaction provides the maximum
value to all Conrail constituents.
"CSX and Conrail's managements are now preparing a
compelling case demonstrating the unique commercial and public
policy benefits of the merger, which will be presented to the
STB in March of 1997. This case will also demonstrate to
investors the clearly realizable financial synergies, new busi-
ness opportunities and transportation efficiencies that will
result. At an appropriate time, Conrail will again hold an
opt-out vote and, ultimately, we will proceed with the success-
ful completion of this merger.
"Our commitment to completing this merger at the
stated terms is unflagging," Snow concluded.
CSX also corrected four other matters raised in Nor-
folk Southern's disinformation campaign:
- Contrary to statements made by Norfolk Southern,
both CSX and Conrail have repeatedly stated they
will not meet with Norfolk Southern until after
they have rebuffed all challenges to the CSX-
Conrail merger.
- Norfolk Southern's claims that the Conrail board
can be replaced in 1997 simply are erroneous.
This situation is not possible. Conrail has a
staggered board and Conrail's shareholder rights
plan (poison pill) can be redeemed or altered
only by participation of the current Conrail
board, which is unified in its support of the
CSX-Conrail merger.
- Any offer from Norfolk Southern must be dis-
counted - for at least the length of the two-
year exclusivity period. Conrail's Board has
never expressed an interest in entering into
merger negotiations with Norfolk Southern at the
end of the two year exclusivity period.
- There are no circumstances under which the STB
can force the Conrail board to accept a merger
with Norfolk Southern without the Conrail
Board's approval. The Conrail Board, unified in
its support of the CSX-Conrail merger, has
repeatedly rejected Norfolk Southern's over-
tures.<PAGE>
3
CSX, headquartered In Richmond, VA, is an interna-
tional transportation company offering a variety of rail,
container-shipping, intermodal, trucking, barge and contract
logistics management services. CSX's home page on the Internet
can be reached at http://www.CSX.com.
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