SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
TENDER OFFER STATEMENT
(AMENDMENT NO. 23)
PURSUANT TO
SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AND
AMENDMENT NO. 33
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 all 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 Second
Supplement thereto, dated March 7, 1997, and the related
Letters of Transmittal at a purchase price of $115.00 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,
the Second Supplement and the Schedule 14D-1.
ITEM 10. ADDITIONAL INFORMATION.
(f) On March 12, 1997, Parent published a letter to
employees of the Company. A copy of such letter has been filed
as Exhibit (a)(36), and the foregoing summary description is
qualified in its entirety by reference to such exhibit.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(36) Letter from Parent to employees of the Company,
published on March 12, 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: March 12, 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: March 12, 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.
_____________________
* Previously filed.<PAGE>
*(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 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.
*(a)(25) Text of Press Release issued by Parent on January 22,
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.
_____________________
* Previously filed.
- 2 -<PAGE>
*(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.
*(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.
- 3 -<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, dat-
ed as of November 5, 1996, by and among Parent, Pur-
chaser 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 Octo-
ber 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 Par-
ent's registration statement on Form S-4, registra-
tion 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.
*(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) Judgment of Judges Stapleton, Scirica and Nygaard of
the United States Court of Appeals for the Third
Circuit, dated March 7, 1997.
_____________________
* Previously filed.
- 4 -<PAGE>
*(c)(15) Opinion of Judges Stapleton, Scirica and Nygaard of
the United States Court of Appeals for the Third
Circuit, dated March 7, 1997.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
_____________________
* Previously filed.
- 5 -
Exhibit (a)(36)
CSX One James Center
CORPORATION Richmond, Virginia 23219
JOHN W. SNOW
Chairman, President
Chief Executive Officer
Dear Conrail Employees,
These past four months have been a difficult time for
you, I know, given the uncertainty surrounding Conrail's
future.
You, the loyal employees of Conrail, can be
extraordinarily proud of what you have accomplished over the
last twenty years. From the dark days of the collapse of the
Northeastern railroads, you have created a strong, successful
private sector railroad in the East -- a railroad that is
widely acclaimed for the tremendous strides it has made in
becoming an industry leader.
Most of you are part of the unions that fought to
preserve rail service in the Northeast. Those same unions
ensured the transition from public to private sector ownership.
Those of you on the management side provided strong leadership
for this success story. None of this could have happened
without all of you and your tireless dedication. Together, you
wrote the Conrail success story.
Now we are about to begin a new chapter of
railroading in the region, with large parts of the Conrail
system joining with CSX, while the remainder becomes part of
Norfolk Southern. For those of you who will be joining the CSX
system, I offer you a most hearty welcome! Together we will
build an even greater railroad system in the East. I also want
to congratulate those of you who will be joining Norfolk
Southern. The competition between our two great companies will
benefit shippers and the region as we fight to win back traffic
and grow our rail businesses. You have demonstrated what hard
work, imagination, determination and perseverance can
accomplish.
We will value your experience, your ideas and your
suggestions as we move forward in these exciting new times. I
am confident the best days for Eastern railroading lie ahead,
and I am pleased that together we will have the chance to make
history anew.
Sincerely,
/s/ John W. Snow
