SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-1
(Amendment No. 23)
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. 23 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 10. ADDITIONAL INFORMATION.
Item 10 is hereby amended and supplemented by the following:
(e) On December 16, 1996, the District Court ordered that a hearing
be held at 11:00 a.m., Philadelphia time, on December 17, 1996 to hear
arguments concerning Plaintiffs' Motion for a Preliminary Injunction to
enjoin Defendants from postponing the vote of the Company's shareholders
scheduled for December 23, 1996.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented by the following:
(a)(62) Text of letter sent to the Company's shareholders commencing
December 14, 1996.
(a)(63) Text of Advertisement appearing in newspapers commencing
December 16, 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.
Dated: December 16, 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
(a)(62) Text of letter sent to the Company's shareholders
commencing December 14, 1996.
(a)(63) Text of Advertisement appearing in newspapers commencing
December 16, 1996.
[NORFOLK SOUTHERN LOGO]
December 14, 1996
Dear Conrail Shareholder:
TIME IS RUNNING OUT FOR YOU TO
PRESERVE THE VALUE OF YOUR CONRAIL INVESTMENT!
VOTE AGAINST CONRAIL'S PROPOSALS TODAY!
As you know, Conrail has scheduled its Special Meeting of
Shareholders for December 23rd. Conrail wants you to give up your
valuable shareholder rights and "opt out" of Pennsylvania's Fair
Value Statute. Don't be coerced by Conrail -- You have nothing to
gain by voting for Conrail's proposals.
Consider both sides of the equation:
CSX = INFERIOR VALUE. By voting for Conrail's "opt out"
amendment, you will be helping CSX gain control of your
Company at an inferior price (currently valued at
$89.80* per share for the remaining Conrail shares).
NORFOLK SOUTHERN = $1.4 BILLION MORE. Under Norfolk
Southern's $110 all-cash, all-shares offer, with prompt
payment through use of a voting trust, Conrail
shareholders (other than CSX) would receive $1.4*
billion more in their pockets than under the CSX
proposal.
CSX = CONTINUED RISKS. 75% of CSX's remaining
consideration consists of CSX stock. Conrail
shareholders would continue to be subject to
substantial risks--including equity risk and regulatory
risk. Conrail itself has stated that it doesn't expect
to receive regulatory approval, if it comes, until
early 1998. That's a long time to have your investment
subject to these substantial risks.
NORFOLK SOUTHERN = NEAR TERM VALUE. Norfolk Southern
has committed to establish a voting trust mechanism so
that Conrail shareholders can receive 100% of their
cash consideration in the near term. THERE'S NO EQUITY
OR REGULATORY RISK FOR SHAREHOLDERS UNDER NORFOLK
SOUTHERN'S PROPOSAL.
The logic is inescapable: the Norfolk Southern offer is
SUPERIOR in every respect. But you must act now to preserve the
opportunity to receive its benefits. VOTE AGAINST CONRAIL'S
PROPOSALS TODAY.
You, the shareholders, are the true owners of Conrail. Tell
the Conrail directors in terms they can't ignore that you want
them to deliver the superior value represented by Norfolk
Southern's $110 all-cash, all-shares offer NOW.
SEND THE CONRAIL BOARD THE VOTE THAT WON'T GO AWAY:
[ X ] AGAINST Amending its Charter
AND
[ X ] AGAINST Adjourning the Meeting if Conrail doesn't have
enough votes to pass the Amendment Proposal.
Time is short, so vote AGAINST on the enclosed GOLD proxy
card today (or green instruction card if you are an ESOP
participant).
Sincerely,
/s/David R. Goode
David R. Goode
Chairman, President and
Chief Executive Officer
IMPORTANT INFORMATION
If your Conrail shares are held in the name of a bank or
broker, only your bank or broker can vote your shares and only
upon receipt of your specific instructions. Please instruct your
bank or broker to vote AGAINST Conrail's proposals by executing
the GOLD proxy card today. If you have any questions or require
any assistance in voting your shares, please call:
[GEORGESON & COMPANY INC. LOGO]
Wall Street Plaza
New York, New York 10005
CALL TOLL FREE: 800-223-2064
Banks and Brokers call: 212-440-9800
__________
* Based on the closing price of CSX shares on December 12, 1996.
[Advertisement]
TO CONRAIL SHAREHOLDERS
SEND THE CONRAIL BOARD A CLEAR SIGNAL
[Graphic: railroad crossing signal]
PROTECT THE VALUE OF YOUR SHARES BY
VOTING AGAINST CONRAIL'S PROPOSALS
Conrail wants shareholders to think it's too late to stop
CSX's coercive, inferior offer for your shares. Don't
believe them.
Norfolk Southern is determined to keep its superior, $110
per share offer on the table. It's worth 22% more than
the CSX offer.* It's all cash. And it doesn't involve
the regulatory delays or market risks that CSX wants you
to bear.
It's an easy choice to make. But it's going to take a
strong shareholder vote to make Conrail understand that.
[Graphic: box with checkmark above the words "VOTE
AGAINST"]
Vote AGAINST Conrail's proposal to "opt out" of
Pennsylvania's Fair Value Statute.
Vote AGAINST Conrail's proposal to adjourn the special
meeting if the vote isn't going Conrail's way.
PROTECT YOUR INVESTMENT.
VOTE NOW ON NORFOLK SOUTHERN'S GOLD PROXY CARD AGAINST
CONRAIL'S PROPOSALS TO "OPT OUT" OF PENNSYLVANIA'S FAIR VALUE
STATUTE AND TO ADJOURN THE SPECIAL MEETING. BE SURE
NORFOLK SOUTHERN RECEIVES YOUR PROXY BEFORE DECEMBER 23.
[Norfolk Southern Logo]
Important: If you have any questions, please call our
solicitor, Georgeson & Company Inc. toll free at 1-800-
223-2064. Banks and brokers call 212-440-9800.
* Based on the closing price of CSX common stock on December 12, 1996.
December 16, 1996
