SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-1
(Amendment No. 25)
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. 25 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 and supplemented by the following:
(a)(67) Text of Advertisement appearing in newspapers
commencing December 18, 1996.
(a)(68) Text of Mailgram sent to certain Company
shareholders commencing December 18, 1996.
(a)(69) Text of Advertisement appearing in newspapers
commencing December 18, 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 18, 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)(67) Text of Advertisement appearing in newspapers
commencing December 18, 1996.
(a)(68) Text of Mailgram sent to the Company's shareholders
commencing December 18, 1996.
(a)(69) Text of Advertisement appearing in newspapers
commencing December 18, 1996.
[Advertisement]
TO CONRAIL SHAREHOLDERS:
HOW YOU CAN HELP INCREASE YOUR
SHARE VALUE, LOWER YOUR RISK, AND SHORTEN
YOUR WAIT -- IN UNDER 3 SECONDS.
[Graphic: front and back of Norfolk Southern's proxy card
with a circle around the words "AGAINST" and an "X" in
the boxes next to them.]
JOIN ALL THOSE VOTING AGAINST CONRAIL'S COERCIVE
PROPOSALS.
[Graphic: checkmark above the words "VOTE AGAINST"]
Norfolk Southern's $110 all-cash, all-shares offer --
with prompt payment through use of a voting trust -- is
superior in every respect to the CSX deal. It's worth
23%* more, and it doesn't subject you to the substantial
equity and regulatory risks involved in the coercive CSX
deal. To preserve the benefits of Norfolk Southern's
superior offer, vote AGAINST Conrail's proposals.
ESOP participants: your vote is especially
important since each vote represents several votes.
Protect your interests; don't let the inferior CSX deal
be forced upon you. Use your GREEN instruction card to
instruct your Trustee to vote AGAINST Conrail's
proposals.
PROTECT THE VALUE OF YOUR SHARES.
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 16, 1996.
December 18, 1996
[Mailgram]
December 17, 1996
Dear Conrail Shareholder:
The Conrail Special Meeting is just six days away. YOUR
VOTE WILL DETERMINE THE FUTURE VALUE OF YOUR INVESTMENT.
Norfolk Southern's all-cash, all-shares offer, with
prompt payment through a voting trust, is worth 23%* more
than CSX's coercive deal and doesn't subject you to the
substantial equity and regulatory risks of CSX's inferior
deal (currently valued at about only $90* per share for
the remaining Conrail shares).
Remember: Institutional Shareholder Services ("ISS"),
the nation's leading voting advisory service, has
publicly stated that it is recommending to its clients
that they vote AGAINST Conrail's Amendment Proposal and
AGAINST its Adjournment Proposal.
IT'S NOT TOO LATE TO PROTECT YOUR INVESTMENT
To preserve your opportunity to receive the benefits of
Norfolk Southern's superior offer, you must vote AGAINST
Conrail's proposals today.
Because time is short and your vote extremely important,
we have established a method to enable you to vote by
toll-free telephone. Please follow the simple
instructions below.
If you need any assistance with the last-minute voting of
your shares, please call Georgeson & Company Inc, toll-
free at 1-800-223-2064.
Thank you for your support.
Sincerely,
NORFOLK SOUTHERN CORPORATION
David R. Goode
Chairman, President and
Chief Executive Officer
* Based on the closing price of CSX common stock on
December 16, 1996.
TOLL-FREE PROXYGRAM OPERATORS WHO ARE INDEPENDENT OF THE
COMPANY ARE AVAILABLE TO ASSIST YOU NOW!!!
INSTRUCTIONS
1. Call Toll-Free 1-800-521-8454 between 8:00 a.m. and
12:00 midnight eastern time.
2. Tell the operator that you wish to send a collect
ProxyGram to ID No. 4482, Norfolk Southern
Corporation.
3. State your name, address and telephone number.
4. State the bank or broker at which your shares are
held and your control number as shown below:
Name: <NA.1>
Broker: <Broker>
Control Number: <ControlNum>
Number of Shares: <NumShares>
[ADVERTISEMENT]
[GRAPHIC: Two joined railcar couplers]
WHY NORFOLK SOUTHERN IS
THE RIGHT PARTNER FOR CONRAIL.
AMERICA WINS
Norfolk Southern and Conrail make a perfect combination for
shippers, consumers, shareholders and employees. Here's why:
BALANCED COMPETITION
Norfolk Southern and Conrail will provide balanced
competition by creating a strong rail system to compete with
CSX in the East. True competition means safe, economical
service. It promotes innovation, economic development and
job growth. It makes goods affordable. When Norfolk Southern
and Conrail team up, major markets will enjoy a competitive
alternative. The economies of New York, Baltimore, Dayton,
Indianapolis, Philadelphia, Pittsburgh and other areas won't
be hostage to one major railroad.
MARKETING FLEXIBILITY
With systems that extend one another, Norfolk Southern and
Conrail will give shippers wide market access and smooth
interchanges with other carriers -- in short, a
transportation gateway to the world. The combined system
will be competitive with trucks -- good news for the
environment and for motorists on clogged and crumbling
highways.
SUPERIOR PERFORMANCE
Norfolk Southern earns its reputation as America's most
admired railroad.1 With the best-maintained infrastructure,
highest efficiency and safest employees of all major
railroads, it's no wonder automakers located eight out of 12
new assembly plants on our system and that this year alone
64 new industries located on our lines. Norfolk Southern
and Conrail will build on successes like these.
FINANCIAL STRENGTH
Norfolk Southern's commitment to Conrail constituents is
backed by a solid balance sheet and a century of sure-footed
performance. We recently marked 15 consecutive quarters of
year-over-year growth in earnings per share. We believe
that together, the companies will have the resources to
provide unmatched service for shippers, opportunity for
employees and growth potential for investors.
THE ISSUE OF FAIRNESS
Conrail shareholders should have the right to choose Norfolk
Southern's 100% cash offer, rather than having an inferior
offer forced on them. Conrail employees would benefit by
having their overfunded pension plan merged with Norfolk
Southern's overfunded plan, rather than with a CSX plan that
the U.S. government last week again put on its list of 50
companies with the largest unfunded pension liability.2
Under the CSX proposal, the cushion that Conrail employees
have built up in their plan could be used to eliminate the
shortfall in the CSX plan.
WHAT YOU CAN DO
A Norfolk Southern / Conrail combination is right for many
reasons. As a Conrail shareholder, you can help make it a
reality December 23 by saying NO to an inferior CSX/Conrail
deal -- by voting AGAINST Conrail's proposal to "opt out" of
Pennsylvania's fair value statute. Conrail ESOP
participants can cast especially meaningful votes AGAINST,
because each allocated share represents a voting interest by
the participants equivalent to as many as seven shares.
Remember, ESOP participants' votes are confidential.
A WINNING FUTURE
Your vote AGAINST will send a loud message. If you and a
majority of the other shareholders vote AGAINST, Conrail's
board will know you want a better deal. You can help usher
in a winning future for railroads and those who depend on
them, a future characterized by competition, growth,
opportunity, peace of mind for retirees and basic rights for
shareholders. You can help bring Norfolk Southern and
Conrail together as partners for the 21st century.
[Norfolk Southern Logo]
(c) 1996 Norfolk Southern Corp., Three Commercial Place,
Norfolk VA 23510-2191
http//www.nscorp.com
1 FORTUNE, Annual Corporate Reputations Survey, March 4, 1996
2 Pension Benefit Guaranty Corp., Dec. 12, 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.
