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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-1
(Amendment No. 6)
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 6 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 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended to add the following:
(a)(37) Text of Advertisement appearing in newspapers commencing
November 11, 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 12, 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)(37) Text of Advertisement appearing in newspapers commencing
November 11, 1996.
TO CONRAIL SHAREHOLDERS:
NORFOLK SOUTHERN'S
NEW $110, ALL CASH OFFER IS
SUPERIOR IN EVERY RESPECT
COMPARE IT TO CSX'S FRONT-END LOADED, "CRAM DOWN" OFFER
NORFOLK SOUTHERN'S SUPERIOR OFFER CSX'S INFERIOR "CRAM DOWN" OFFER
$110 per share. $93.28 blended value per share.*
$9.9 billion in consideration to $8.4 billion in consideration for
Conrail shareholders ($1.5 billion Conrail shareholders.*
more than CSX's proposal).
100% cash. 60% stock/40% cash.
Up to 100% of the shares can be Only 40% of the shares can be pur-
purchased through a voting trust chased through a voting trust mecha-
mechanism in the near term. nism in the near term.
No continued equity risk. The value of the back-end stock will
fluctuate with price of CSX stock,
and there is no downside protection.
Consistent with the purpose that Exactly the kind of two-tiered, co-
the Pennsylvania Fair Value Stat- ercive offer that the Pennsylvania
ute was intended to achieve. Fair Value Statute was intended to
address.
Norfolk Southern assumes regulato- Conrail shareholders assume regula-
ry risk. tory risk with respect to the back-
end CSX shares -- 60% of CSX's con-
sideration.
MAXIMIZES SHAREHOLDER VALUE. DOES NOT MAXIMIZE SHAREHOLDER VALUE.
*Based on the closing sale price of CSX common stock on November 7, 1996
HERE'S HOW YOU CAN HELP YOURSELF AND PROTECT YOUR CONRAIL INVESTMENT:
(X) Tender into Norfolk Southern's superior offer. Don't tender into
CSX's "cram down" offer.
(X) Vote NO on Norfolk Southern's GOLD proxy card on Conrail's proposals
to "opt out" of Pennsylvania's Fair Value Statute and to adjourn the
special meeting.
(X) Ask the Conrail Board why:
-- It doesn't take actions to remove its own roadblocks to the Norfolk
Southern offer.
-- It is trying to force the inferior CSX deal on Conrail's shareholders.
-- It isn't pursuing a course that takes into account the best
interests of Conrail's shareholders.
[Graphic: Box with checkmark above the words "VOTE NO"]
[Norfolk Southern Logo]
November 11, 1996 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.
