SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
SCHEDULE 14D-1
TENDER OFFER STATEMENT
(AMENDMENT NO. 27)
PURSUANT TO
SECTION 14(D(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AND
AMENDMENT NO. 37
TO
SCHEDULE 13D*
AND
AMENDMENT NO. 14
TO
SCHEDULE 13D**
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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
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* of CSX Corporation and Green Acquisition Corp.
** of Norfolk Southern Corporation
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 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF
THE BIDDER.
On May 14, 1997, NSC and Canadian Pacific Railway Company
("CPRC") issued a press release announcing that Norfolk Southern
Railway Company ("NSR"), a controlled subsidiary of NSC, and CPRC
have reached an agreement (the "NSR/CPRC Agreement") regarding the
future flow of rail traffic between a number of points in Canada,
New England, Pennsylvania, Michigan and Illinois. Under the NSR/CPRC
Agreement, which is subject to STB approval, NSR will obtain haulage
rights over CPRC's Delaware and Hudson Railway subsidiary from
Harrisburg, Pennsylvania and Binghamton, New York to Albany, New
York. At the same time, CPRC will receive haulage rights on the
Company's line that NSC expects to operate between Detroit and
Chicago, via Kalamazoo, Michigan. A copy of the press release is
included as an exhibit 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)(41) Text of Press Release issued by NSC and CPRC on May
14, 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 14, 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 14, 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 CORPORA-
TION
By: /s/ JAMES C. BISHOP, JR.
------------------------------
Name: James C. Bishop, Jr.
Title: Vice President and
General Counsel
Dated: May 14, 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: General Counsel and
Secretary
Dated: May 14, 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.
*(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.
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* Previously filed.
NEWS RELEASE
Contacts: Robert Fort
Norfolk Southern
(757) 629-2710
Barry Scott
Canadian Pacific Railway
(403) 218-7525
FOR IMMEDIATE RELEASE
May 14, 1997
NS AND CPR REACH AGREEMENT TO IMPROVE TRAFFIC FLOWS
Norfolk VA -- Norfolk Southern Railway Company (NS) and Canadian
Pacific Railway Company (CPR) have reached an agreement that
will improve the future flow of rail traffic between a number of
points in Canada, New England, Pennsylvania, Michigan and
Illinois.
The agreement is subject to Surface Transportation Board
approval of the proposal by Norfolk Southern Corporation and CSX
Corporation to acquire Conrail, Inc. (CR).
Under the agreement, NS will obtain haulage rights over
CPR s Delaware and Hudson Railway (D&H) subsidiary from
Harrisburg, Pa., and Binghamton, N.Y., to Albany, N.Y. In
addition, NS and CPR will shorten transit times and routes by
relocating their interchange at Potomac Yard, Va., to
Harrisburg, Pa., and share investment in certain track and
bridge improvements on the D&H line. This arrangement will give
NS a direct connection to Guilford Transportation, increasing
competitive rail service to New England while improving service
to Canada.
At the same time, CPR will receive haulage rights on the CR
line that NS expects to operate between Detroit and Chicago, via
Kalamazoo, Mich. This will give CPR a shorter, faster route for
intermodal and other freight moving into the U.S. from shippers
in the provinces of Quebec and Ontario. CPR will also receive
trackage rights between Harrisburg, Pa., and Reading, Pa.,
improving service to Philadelphia.
This agreement will contribute to our goal of defining a
viable role for the D&H following the restructuring of Conrail,
and we expect to explore other opportunities, said Rob
Ritchie, CPR president and chief executive officer. Service
for CPR shippers will be improved both in the Northeast and the
important corridor linking Central Canada and Chicago.
Our agreement with CPR is another example of how our plan
for the restructuring of Conrail will promote balanced
competition in the East, said David R. Goode, NS chairman,
president and chief executive officer. It has the potential to
benefit both American and Canadian shippers by offering them
wider market access and by improving the speed and ease with
which their freight can be moved.
# # #
NS World Wide Web Site - http://www.nscorp.com
CPR World Wide Web Site - http://www.cprailway.com
