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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
(Amendment No. 18)
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
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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)
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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)
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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
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This Amendment No. 18 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"), includ-
ing, 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 supple-
mented by the Supplement thereto, dated November 8, 1996 (the "Supple-
ment"), 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)(54) Text of Advertisement appearing in newspapers commencing
December 10, 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 10, 1996
NORFOLK SOUTHERN CORPORATION
By: /s/ JAMES C. BISHOP, JR.
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Name: James C. Bishop, Jr.
Title: Executive Vice President-Law
ATLANTIC ACQUISITION CORPORATION
By: /s/ JAMES C. BISHOP, JR.
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Name: James C. Bishop, Jr.
Title: Vice President and General
Counsel
EXHIBIT INDEX
Exhibit
Number Description
(a)(54) Text of Advertisement appearing in newspapers commencing
December 10, 1996.
[Advertisement]
TO CONRAIL SHAREHOLDERS:
Conrail wants you to think resistance is futile.
Your vote can prove them dead wrong.
[Graphic: Box with checkmark above the words "VOTE NO"]
Conrail's management has made it clear that shareholder
rights have no place on their agenda. You already know
that they want to coerce you into accepting a part cash,
part stock CSX offer. Norfolk Southern's $110 all-cash
offer is nearly 19% higher than CSX's inferior offer.*
To get away with that, Conrail needs a shareholder vote
to "opt out" of the Pennsylvania Fair Value Statute that
is one of the few protections you have left. Conrail has
called for a vote at a meeting set for 5 p.m. on December
23.
CONRAIL'S PLANS FOR A PHONY VOTE
However, Conrail's management has blatantly announced
that they won't convene the meeting unless they know
ahead of time that they have enough votes to assure
approval of their proposal. And they have said that they
will continue to set new shareholder meetings until
shareholders approve the proposal. In other words, vote
their way or your vote won't count.
It's hard to imagine a more arrogant denial of basic
shareholder rights. And Norfolk Southern has no
intention of letting Conrail get away with it.
A BETTER OFFER FROM A BETTER RAILROAD
Norfolk Southern will continue the fight to deliver to
Conrail shareholders our all-cash $110 offer for all
shares, with prompt payment through use of a voting
trust.
As the safest and most efficient major railroad in
the country, Norfolk Southern has the ability to pay a
full and fair $110 per share, in cash.
A PLEDGE TO CONRAIL SHAREHOLDERS
CSX and Conrail should have no doubt as to our
determination to acquire Conrail, and our willingness to
use any and all appropriate financial means to accomplish
that objective.
HERE IS THE NORFOLK SOUTHERN PLEDGE: NORFOLK
SOUTHERN WILL NOT BE A PARTY TO ANY AGREEMENT WITH CSX OR
CONRAIL THAT DELIVERS ANYTHING LESS TO CONRAIL
SHAREHOLDERS THAN A $110 ALL-CASH, ALL-SHARES OFFER --
WITH PROMPT PAYMENT THROUGH USE OF A VOTING TRUST -- SO
LONG AS CONRAIL SHAREHOLDERS REJECT THE MANEUVERING BY
CSX AND CONRAIL'S MANAGEMENT TO PAY YOU LESS THAN YOU
DESERVE FOR YOUR SHARES.
BUT TO SUCCEED, WE NEED YOUR HELP BY VOTING
"AGAINST" CONRAIL'S PROPOSALS.
DEFEND 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 6, 1996.
December 10, 1996
