SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
Schedule 14D-1
Tender Offer Statement
(Amendment No. 28 - Final Amendment)
Pursuant to
Section 14(d)(1) of the Securities Exchange Act of 1934
and
Amendment No. 38
to
Schedule 13D+
and
Amendment No. 15
to
Schedule 13D++
and
Schedule 13D+++
----------------------
Conrail Inc.
(Name of Subject Company)
CSX Corporation
Norfolk Southern 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 James C. Bishop, Jr.
CSX Corporation Norfolk Southern Corporation
One James Center Three Commercial Place
901 East Cary Street Norfolk, Virginia 23510
Richmond, Virginia 23219-4031 Telephone: (757) 629-2750
Telephone: (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 Randall H. Doud
Wachtell, Lipton, Rosen & Katz Skadden, Arps, Slate, Meagher & Flom LLP
51 West 52nd Street 919 Third Avenue
New York, New York 10019 New York, New York 10022
Telephone: (212) 403-1000 Telephone: (212) 735-3000
- ----------------------
+ of CSX Corporation and Green Acquisition Corp.
++ of Norfolk Southern Corporation
+++ of CRR Holdings LLC
SCHEDULE 14D-1
CUSIP No. 208368 10 0
- ---------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
NORFOLK SOUTHERN CORPORATION (E.I.N.: 52-1188014)
- ---------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
- ---------------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------------
4 SOURCE OF FUNDS
BK, WC, OO
- ---------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) or 2(f) [ ]
- ---------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
VIRGINIA
- ---------------------------------------------------------------------------
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
83,382,513 Common Shares
- ---------------------------------------------------------------------------
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES [ ]
- ---------------------------------------------------------------------------
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
96%
- ---------------------------------------------------------------------------
10 REPORTING PERSON
HC and CO
- ---------------------------------------------------------------------------
SCHEDULE 14D-1
CUSIP No. 208368 10 0
- ---------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ATLANTIC ACQUISITION CORPORATION (E.I.N. 54-1823555)
- ---------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
- ---------------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF
- ---------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) or 2(f) [ ]
- ---------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
PENNSYLVANIA
- ---------------------------------------------------------------------------
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
0
- ---------------------------------------------------------------------------
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES [ ]
- ---------------------------------------------------------------------------
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
0%
- ---------------------------------------------------------------------------
10 REPORTING PERSON
CO
- ---------------------------------------------------------------------------
SCHEDULE 14D-1
CUSIP No. 208368 10 0
- ---------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CSX CORPORATION
- ---------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
- ---------------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------------
4 SOURCE OF FUNDS
BK, WC, OO
- ---------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) or 2(f) [ ]
- ---------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
VIRGINIA
- ---------------------------------------------------------------------------
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
83,382,513 Common Shares
- ---------------------------------------------------------------------------
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES [ ]
- ---------------------------------------------------------------------------
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
96%
- ---------------------------------------------------------------------------
10 REPORTING PERSON
HC and CO
- ---------------------------------------------------------------------------
SCHEDULE 14D-1
CUSIP No. 208368 10 0
- ---------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GREEN ACQUISITION CORPORATION
- ---------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
- ---------------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF
- ---------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) or 2(f) [ ]
- ---------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
PENNSYLVANIA
- ---------------------------------------------------------------------------
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
83,382,413 Common Shares
- ---------------------------------------------------------------------------
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES [ ]
- ---------------------------------------------------------------------------
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
96%
- ---------------------------------------------------------------------------
10 REPORTING PERSON
CO
- ---------------------------------------------------------------------------
SCHEDULE 14D-1
CUSIP No. 208368 10 0
- ---------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CRR HOLDINGS LLC
- ---------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
- ---------------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF
- ---------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) or 2(f) [ ]
- ---------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- ---------------------------------------------------------------------------
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
83,382,413 Common Shares
- ---------------------------------------------------------------------------
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES [ ]
- ---------------------------------------------------------------------------
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
96%
- ---------------------------------------------------------------------------
10 REPORTING PERSON
OO
- ---------------------------------------------------------------------------
This Statement amends and supplements the Tender Offer 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, CSX Corporation, a Virginia corporation ("Parent" or "CSX"),
and Norfolk Southern Corporation, a Virginia corporation ("NSC"), to
purchase all 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 Supplement thereto, dated December 19, 1996 (the
"First Supplement"), the Second Supplement thereto, dated March 7, 1997
(the "Second Supplement"), and the Third Supplement thereto, dated April
10, 1997 (the "Third Supplement"), and the related Letters of Transmittal
(which, together with any amendments or supplements thereto, constitute the
"Second Offer") at a purchase price of $115 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 First
Supplement, the Second Supplement, the Third Supplement and the Schedule
14D-1.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 6 is hereby amended and supplemented by the following:
(a)-(b) Following expiration of the Second Offer at 5:00 p.m., New
York City time, on May 23, 1997, Purchaser accepted for payment all Shares
validly tendered pursuant to the Second Offer. Purchaser has been informed
by the Depositary that 57,407,389 Shares (including 8,937,900 Shares
tendered pursuant to guaranteed delivery procedures), representing
approximately 94% of Shares not already owned by CSX and NSC, were tendered
pursuant to the Second Offer. A copy of the press release issued by NSC and
CSX on May 27, 1997 relating to the completion of the Second Offer is filed
as Exhibit (a)(42) hereto and is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented by the following:
(a)(42) Text of Press Release issued by NSC and CSX on May 27, 1997.
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: May 27, 1997
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.
NORFOLK SOUTHERN CORPORATION
By: /s/ JAMES C. BISHOP, JR.
Name: James C. Bishop, Jr.
Title: Executive Vice President-Law
Dated: May 27, 1997
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.
ATLANTIC ACQUISITION CORPORATION
By: /s/ JAMES C. BISHOP, JR.
Name: James C. Bishop, Jr.
Title: Vice President and
General Counsel
Dated: May 27, 1997
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: Vice President
Dated: May 27, 1997
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.
CRR HOLDINGS LLC
By: /s/ JAMES C. BISHOP, JR.
Name: James C. Bishop, Jr.
Title: Vice President
Dated: May 27, 1997
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, 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.
*(a)(22) Text of Press Release issued by Parent and the Company on January
13, 1997.
*(a)(23) Text of Press Release issued by Parent and the Company on January
15, 1997.
*(a)(24) Text of Press Release issued by Parent on January 17, 1997.
(a)(25) Deleted.
*(a)(26) Text of Letter issued by Parent and the Company dated January 22,
1997.
*(a)(27) Text of Advertisement published by Parent and the Company on
January 29, 1997.
*(a)(28) Text of Press Release issued by Parent and the Company on January
31, 1997.
*(a)(29) Text of Press Release issued by Parent on February 14, 1997.
*(a)(30) Text of Press Release issued by Parent on March 3, 1997.
*(a)(31) Second Supplement to Offer to Purchase, dated March 7, 1997.
*(a)(32) Revised Letter of Transmittal.
*(a)(33) Revised Notice of Guaranteed Delivery.
*(a)(34) Text of Press Release issued by Parent on March 7, 1997.
*(a)(35) Form of Summary Advertisement, dated March 10, 1997.
*(a)(36) Letter from Parent to employees of the Company, published on
March 12, 1997.
*(a)(37) Text of Press Release issued by CSX and NSC on April 8, 1997.
*(a)(38) Third Supplement to Offer to Purchase, dated April 10, 1997.
*(a)(39) Revised Letter of Transmittal circulated with the Third Supplement.
*(a)(40) Revised Notice of Guaranteed Delivery circulated with the Third
Supplement.
*(a)(41) Text of Press Release issued by NSC and CPRC on May 14, 1997.
(a)(42) Text of Press Release issued by NSC and CSX on May 27, 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).
*(b)(2) Credit Agreement, dated as of February 10, 1997, by and among
NSC, Morgan Guaranty Trust Company of New York, as administrative
agent, Merrill Lynch Capital Corporation, as documentation agent,
and the banks from time to time parties thereto (incorporated by
reference to NSC's and Atlantic Acquisition Corporation's Tender
Offer Statement on Schedule 14D-1, dated February 12, 1997).
*(b)(3) Commitment Letter, dated April 22, 1997, among Morgan Guaranty
Trust Company of New York, J.P. Morgan Securities Inc., Merrill
Lynch Capital Corporation, Merrill Lynch & Co. and Norfolk
Southern Corporation.
*(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).
*(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) Deleted.
*(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 January 9, 1997.
*(c)(12) Third Amendment to Agreement and Plan of Merger, dated as of
March 7, 1997, by and among Parent, Purchaser and the Company.
*(c)(13) Form of Amended and Restated Voting Trust Agreement.
*(c)(14) Letter Agreement between CSX and NSC, dated April 8, 1997.
*(c)(15) Fourth Amendment to Agreement and Plan of Merger, dated as of
April 8, 1997, by and among CSX, Purchaser and the Company.
*(c)(16) Letter from the Honorable Vernon A. Williams, dated May 8, 1997.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
- ------------
* Previously filed.
CSX and Norfolk Southern Close Tender Offer for Conrail
Shares
CONTACTS:
Thomas E. Hoppin
CSX Corporation
804-782-1450
Robert Fort
Norfolk Southern Corporation
757-629-2710
RICHMOND and NORFOLK, Va., May 27, 1997 - CSX Corporation (NYSE: CSX) and
Norfolk Southern Corporation (NYSE: NSC) today announced that their jointly
owned acquisition company, Green Acquisition Corp., has accepted for
payment more than 94 percent of Conrail Inc.'s outstanding shares not
already owned by CSX and Norfolk Southern. Based on a preliminary count,
approximately 57,407,389 Conrail shares had been tendered (including
8,937,900 shares by notice of guaranteed delivery) into the joint tender
offer that expired at 5:00 p.m. EDT on Friday, May 23. Payment for shares
will be made promptly.
These shares, together with the Conrail shares already owned by CSX
and Norfolk Southern, represent approximately 96% of the outstanding
Conrail shares. In connection with the tender offer and subsequent merger,
Norfolk Southern will have contributed 58 percent, and CSX 42 percent,
toward the aggregate purchase price for all shares. All Conrail shares
acquired will be placed in a joint voting trust pending Surface
Transportation Board approval of the proposed transaction. Conrail shares
not purchased in the tender offer will be converted into the right to
receive $115 per share in cash in a merger that will occur as soon as
practicable following the payment for the shares received in the tender
offer.
"With the successful completion of this tender offer, we move
another step closer to delivering the benefits of this transaction to all
parties," said John W. Snow, CSX's chairman, president and chief executive
officer. "At CSX, our management team is focused on continuing to improve
our existing railroad operations, while preparing for the smooth and
efficient integration into CSX of the Conrail assets we will operate."
David R. Goode, Norfolk Southern's chairman, president and chief
executive officer, said, "With the financial part of this transaction
nearly completed, we will now present to the Surface Transportation Board
our plan for improving the rail system in the East. Norfolk Southern
eagerly looks forward to the day when we can put that plan into action and
begin delivering its many benefits to customers, communities and the
nation's economy."
CSX and Norfolk Southern expect to file their joint application
with the STB in mid-June. Management of both companies are confident the
application will win support from customers and the public.
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.
Norfolk Southern is a Virginia-based holding company with
headquarters in Norfolk, Va. It owns a major freight railroad, Norfolk
Southern Railway Company, which operates more than 14,300 miles of road in
20 states, primarily in the Southeast and Midwest, and the Province of
Ontario, Canada. The corporation also owns North American Van Lines, Inc.,
and Pocahontas Land Corporation, a natural resources company.
Norfolk Southern's home page can be reached at http://www.nscorp.com.
Norfolk Southern Corporation
http://www.nscorp.com/
