SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
TENDER OFFER STATEMENT
(AMENDMENT NO. 22)
PURSUANT TO
SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AND
AMENDMENT NO. 32
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 March 7, 1997, the United States Court of
Appeals for the Third Circuit affirmed the November 19, 1996
and January 9, 1997 orders of the United States District Court
for the Eastern District of Pennsylvania. A copy of the March
7, 1997 judgment and opinion have been filed as Exhibits
(c)(14) and (c)(15), respectively, and the foregoing summary
description is qualified in its entirety by reference to such
exhibits.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(c)(14) Judgment of Judges Stapleton, Scirica and Nygaard of
the United States Court of Appeals for the Third
Circuit, dated March 7, 1997.
(c)(15) Opinion of Judges Stapleton, Scirica and Nygaard of
the United States Court of Appeals for the Third
Circuit, dated March 7, 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 11, 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 11, 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.
*(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).
*(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).
_____________________
* Previously filed.
- 3 -<PAGE>
*(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.
(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.
- 4 -
Exhibit (c)(14)
UNITED STATES COURT OF APPEALS
FOR THE THIRD CIRCUIT
Nos. 96-2025 & 96-2026
NORFOLK SOUTHERN CORPORATION, ET AL.,
Appellants in No. 96-2025
v.
PETER D. FERRARA, ET AL.,
Appellants in No. 96-2026
Nos. 97-1006 & 97-1009
NORFOLK SOUTHERN CORPORATION, ET AL.,
Appellants in No. 97-1006
v.
PETER D. FERRARA, ET AL.,
Appellants in No. 97-1009
Appeal from the United States District Court
For the Eastern District of Pennsylvania
(D.C. Civil Nos. 96-cv-07167 & 96-cv-07350)
Present: Stapleton, Scirica, and Nygaard, Circuit Judges
JUDGMENT
These causes came on to be heard on the record from the
United States District Court for the Eastern District of
Pennsylvania and was submitted pursuant to Third Circuit LAR
34.1(a) on February 25, 1997.
On consideration whereof, it is now here ordered and
adjudged by this Court that the judgment of the said District
Court dated November 19, 1996 and entered November 20, 1996 and
the judgment dated January 9, 1997 and entered January 10,
1997, be, and the same are hereby affirmed. All of the above
in accordance with the opinion of this Court.<PAGE>
ATTEST:
/s/ P. Douglas Sisk
Clerk
Dated: March 7, 1997
Exhibit (c)(15)
NOT FOR PUBLICATION
UNITED STATES COURT OF APPEALS
FOR THE THIRD CIRCUIT
_____________________
NOS. 96-2025 and 96-2026
_____________________
NORFOLK SOUTHERN CORP., ET AL.,
Appellants in No. 96-2025
v.
PETER D. FERRARA, ET AL.,
Appellants in No. 96-2026
_____________________
_____________________
NOS. 97-1006 and 97-1009
_____________________
NORFOLK SOUTHERN CORP., ET AL.,
Appellants in No. 97-1006
v.
PETER D. FERRARA, ET AL.,
Appellants in No. 97-1009
_____________________
Appeal from the United States District Court
For the Eastern District of Pennsylvania
(D.C. Civil Nos. 96-cv-7167, 96-cv-7350)
District Judge: Honorable Donald W. Van Artsdalen
_____________________
Submitted Pursuant to Third Circuit LAR 34.1(a)
February 25, 1997
BEFORE: STAPLETON, SCIRICA AND NYGAARD, Circuit Judges
(Opinion filed March 7, 1997)<PAGE>
____________________
OPINION OF THE COURT
____________________
PER CURIAM:
In the appeals at Nos. 96-2025 and 96-2026, the ap-
pellants appeal from an order of the district court, the pri-
mary effect of which was to deny a preliminary injunction to
stop a tender offer which subsequently closed on November 20,
1996. In the appeals at Nos. 97-1006 and 97-1009, the appel-
lants appeal from an order of the district court, the primary
effect of which was to deny a preliminary injunction to delay a
stockholder vote on a charter amendment that subsequently oc-
curred on January 17, 1997.
As appellants in all four appeals stress, they asked
the district court for other preliminary injunctive relief in
addition to a preliminary restraint against the tender offer
and the stockholder vote, and these appeals, as a result, are
technically not moot. Nevertheless, we cannot say that the
district court, at the time it entered the orders appealed
from, abused its discretion in failing to grant any of this
additional pendente lite relief. Appellants failed to demon-
strate, for example, that they face imminent, irreparable<PAGE>
injury that would be avoided if any of this additional relief
were granted.1
Because the tender offer and stockholder vote can no
longer be enjoined and because we cannot say that the district
court abused its discretion in denying other relief, we will
affirm the orders giving rise to these appeals.
In reaching this conclusion, we are not unmindful of
the fact that the conduct alleged by appellants to be wrongful
may have continuing effects. If appellants, at any time before
the merits of this case can be fully adjudicated, believe that
they face imminent, irreparable injury from any such continuing
effects, they are, of course, free to apply to the district
court for pendente lite relief directed to whatever threatens
such injury. The fact that such relief may become appropriate,
however, does not mean that the district court erred in entering
its orders of November 19, 1996, and January 9, 1997.
In the event that additional applications for pen-
dente lite relief are filed in the district court and ad-
ditional appeals follow, those appeals will be submitted by the
clerk to this panel and will be expedited and decided on the
basis of the existing briefing plus any appropriate supplemen-
tal submissions.
----------------------------------
1. The fact that no stockholder meeting or other corporate
action of Conrail is currently scheduled and no competing
merger proposals are before the Conrail Board makes it dif-
ficult for the appellants to demonstrate an immediate threat of
irreparable injury. The application for a preliminary injunc-
tion in the first filed cases did ask for an order enjoining
enforcement of the 270 day lock-out provision and that provi-
sion, now extended to 720 days, remains in the merger
agreement. However, a pronouncement on the validity of that
provision in the context of a request for a preliminary
injunction would not, of course, finally resolve the issue of
its validity, and, more importantly, the record does not
indicate that such a preliminary injunction would save
appellants from any immediately threatened irreparable injury
or, indeed, change the status quo in any other way. To the
contrary, it suggests that the Conrail Board would remain
committed to the CSX proposal even if it were not bound by a
contract provision.
