SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-1
(Amendment No. 9)
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
Conrail Inc.
(Name of Subject Company)
Norfolk Southern Corporation
Atlantic Acquisition Corporation
(Bidders)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS)
(Title of Class of Securities)
208368 10 0
(CUSIP Number of Class of Securities)
SERIES A ESOP CONVERTIBLE JUNIOR
PREFERRED STOCK, WITHOUT PAR VALUE
(INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS)
(Title of Class of Securities)
NOT AVAILABLE
(CUSIP Number of Class of Securities)
JAMES C. BISHOP, JR.
EXECUTIVE VICE PRESIDENT-LAW
NORFOLK SOUTHERN CORPORATION
THREE COMMERCIAL PLACE
NORFOLK, VIRGINIA 23510-2191
TELEPHONE: (757) 629-2750
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidder)
with a copy to:
RANDALL H. DOUD, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
TELEPHONE: (212) 735-3000
This Amendment No. 9 amends the Tender Offer Statement on Schedule 14D-1
filed on October 24, 1996, as amended (the "Schedule 14D-1"), by Norfolk
Southern Corporation, a Virginia corporation ("Parent"), and its wholly
owned subsidiary, Atlantic Acquisition Corporation, a Pennsylvania
corporation ("Purchaser"), relating to Purchaser's offer to purchase all
outstanding 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 (the "ESOP Preferred Shares" and, together with
the Common Shares, the "Shares"), of Conrail Inc. (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 October 24, 1996 (the "Offer to Purchase"), as amended
and supplemented by the Supplement thereto, dated November 8, 1996 (the
"Supplement"), and in the revised Letter of Transmittal (which, together
with any amendments or supplements thereto, constitute the "Offer").
Unless otherwise defined herein, all capitalized terms used herein shall
have the respective meanings given such terms in the Offer to Purchase, the
Supplement or the Schedule 14D-1.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 4 is hereby amended to add the following:
(a) On November 15, 1996, Parent announced that it had received
commitment letters from banks for more than enough funds to complete its
proposed acquisition of the Company. Receipt by Parent of such commitments
satisfies the Financing Condition to the Offer.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended to add the following:
(a)(43) Press Release issued by Parent on November 15, 1996.
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.
November 15, 1996
NORFOLK SOUTHERN CORPORATION
By: /s/ JAMES C. BISHOP, JR.
Name: James C. Bishop, Jr.
Title: Executive Vice President-Law
ATLANTIC ACQUISITION CORPORATION
By: /s/ JAMES C. BISHOP, JR.
Name: James C. Bishop, Jr.
Title: Vice President and General Counsel
EXHIBIT INDEX
Exhibit
Number Description Page
(a)(43) Press Release issued by Parent on November 15, 1996.
FOR IMMEDIATE RELEASE
November 15, 1996
Media Contact: Robert Fort
(757) 629-2714
NS SATISFIES FINANCING CONDITION IN AMENDED CONRAIL TENDER OFFER
NORFOLK, VA. Norfolk Southern Corporation (NYSE: NSC) today
announced that it has received from banking institutions
commitments for more than enough funds to support fully its $110
per-share cash offer for all of the outstanding common shares
and Series A ESOP convertible junior preferred shares of Conrail
Inc. (NYSE: CRR) and subsequent merger with Conrail.
Accordingly, the financing condition to Norfolk Southern s
amended tender offer has been satisfied.
This is a solid vote of confidence from the financial
community in the superiority of our offer and in the strength of
a combined Norfolk Southern-Conrail, said David R. Goode,
chairman, president and chief executive officer. We will
continue to do all that is necessary to allow Conrail
shareholders to benefit from our offer.
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