SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
(Amendment No. 7)
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
and
SCHEDULE 13D
(Amendment No. 9)
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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
This Amendment amends the combined Tender Offer Statement on Schedule
14D-1 initially filed on February 12, 1997, as amended, and the Schedule 13D
initially filed on February 5, 1997, as amended (the "Combined Statement"),
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 February 12, 1997
(the "Offer to Purchase"), and in the related Letter of Transmittal (which,
together constitute the "Second Offer"). Unless otherwise defined herein,
all capitalized terms used herein shall have the respective meanings given
such terms in the Offer to Purchase or the Combined Statement.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented by the following:
(a)(19) Text of Advertisement appearing in newspapers on
March 19, 1997.
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: March 19, 1997
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
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(a)(19) Text of Advertisement appearing in newspapers on
March 19, 1997.
A MESSAGE TO
CONRAIL EMPLOYEES
[Letterhead of David R. Goode, Chairman, President and Chief Executive
Officer of Norfolk Southern Corporation]
March 19, 1997
Dear Conrail Employees:
Many of you have been with Conrail through its historic
transformation over the last twenty years. You have created a
vibrant, thriving railroad and should be proud of your
accomplishments.
We are now at another historic point in American railroading.
The restructuring of the eastern rail system provides a unique
opportunity to enhance competition and create growth for our
industry. I believe now, as I always have, that only with such
competition can businesses - and our nation - succeed on behalf
of all who depend on us: employees, customers, suppliers,
shareholders, and communities.
We at Norfolk Southern look forward to welcoming the dedicated
and talented employees of Conrail who will be joining our company.
Together we will build an even greater team.
Over the past five months, you have undoubtedly experienced
anxiety about Conrail's future. Please be assured of three
things. First, your experience, expertise, and dedication will
be important to Norfolk Southern. Second, we will rely on you in
the planning for this transition. Third, we will try to minimize
uncertainties as we move forward.
I believe that as great a history as each of our railroads has
had separately, we will have an even greater future together.
Sincerely,
/s/ DAVID R. GOODE
David R. Goode
[Norfolk Southern logo]
