SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-1
(Amendment No. 31)
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. 31 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,
dated November 8, 1996 (the "First Supplement"), and the Second
Supplement, dated December 20, 1996 (the "Second 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 First Supplement,
the Second Supplement or the Schedule 14D-1.
Item 10. Additional Information.
Item 10 is hereby amended and supplemented by the following:
(e) On January 2, 1997, Plaintiffs in the Pennsylvania
Litigation filed a Motion for Preliminary Injunction and a Motion for
Partial Summary Judgment in the District Court. In its Motion for
Preliminary Injunction, Plaintiffs request that the District Court enjoin
the Defendants, and all persons acting in concert with them, from seeking
to enforce or requiring compliance with, and challenge the validity of,
the No Negotiation Provision, as extended. In its Motion for Partial
Summary Judgment Plaintiffs, request an order stating that consummation
of the CSX Offer caused a "Control Transaction" with respect to the
Company to occur under Subchapter 25E of the PBCL and created joint and
several liability among the members of the Control Transaction Group to
pay at least $110 cash per share to each demanding Company shareholder.
Item 11. Material to be Filed as Exhibits.
Item 11 is hereby amended and supplemented by the following:
(g)(12) Motion for Preliminary Injunction filed by Parent,
Purchaser and Kathryn B. McQuade (dated January 2, 1997,
United States District Court for the Eastern District of
Pennsylvania).
(g)(13) Motion for Partial Summary Judgment filed by Parent,
Purchaser and Kathryn B. McQuade (dated January 2, 1997,
United States District Court for the Eastern District of
Pennsylvania).
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: January 2, 1997
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
(g)(12) Motion for Preliminary Injunction filed by Parent, Purchaser and
Kathryn B. McQuade (dated January 2, 1997, United States District
Court for the Eastern District of Pennsylvania).
(g)(13) Motion for Partial Summary Judgment filed by Parent, Purchaser and
Kathryn B. McQuade (dated January 2, 1997, United States District
Court for the Eastern District of Pennsylvania).
IN THE UNITED STATES DISTRICT COURT
FOR THE EASTERN DISTRICT OF PENNSYLVANIA
- - - - - - - - - - - - - - - - - x
NORFOLK SOUTHERN CORPORATION, a
Virginia corporation, ATLANTIC :
ACQUISITION CORPORATION, a
Pennsylvania corporation, and :
KATHRYN B. MCQUADE,
:
Plaintiffs,
: C.A. No. 96-CV-7167
-against-
:
CONRAIL, INC., a Pennsylvania
corporation, DAVID M. LEVAN, :
H. FURLONG BALDWIN, DANIEL B.
BURKE, ROGER S. HILLAS, CLAUDE :
S. BRINEGAR, KATHLEEN FOLEY
FELDSTEIN, DAVID B. LEWIS, JOHN :
C. MAROUS, DAVID H. SWANSON, E.
BRADLEY JONES, RAYMOND T. :
SCHULER and CSX CO.,
:
Defendants.
- - - - - - - - - - - - - - - - - x
PLAINTIFFS' MOTION FOR PRELIMINARY INJUNCTION
Plaintiffs Norfolk Southern Corporation, Atlantic
Acquisition Corporation, and Kathryn B. McQuade hereby move
pursuant to Federal Rule of Civil Procedure 65 for a preliminary
injunction. The grounds for this motion are set forth in
Plaintiffs' Opening Brief In Support Of Their Motion For A
Preliminary Injunction And Partial Summary Judgment filed
herewith.
___________________________________
Mary A. McLaughlin
(I.D. No. 24923)
George G. Gordon
(I.D. No. 63072)
DECHERT, PRICE & RHOADS
4000 Bell Atlantic Tower
1717 Arch Street
Philadelphia, Pennsylvania 19103
(215) 994-4000
Attorneys for Plaintiffs
Of Counsel:
Steven J. Rothschild
Andrew J. Turezyn
Karen L. Valihura
R. Michael Lindsey
SKADDEN, ARPS, SLATE, MEAGHER
& FLOM (DELAWARE)
One Rodney Square
P.O. Box 636
Wilmington, Delaware 19899
(302) 651-3000
DATED: January 2, 1997
IN THE UNITED STATES DISTRICT COURT
FOR THE EASTERN DISTRICT OF PENNSYLVANIA
- - - - - - - - - - - - - - - - - x
NORFOLK SOUTHERN CORPORATION, a
Virginia corporation, ATLANTIC :
ACQUISITION CORPORATION, a
Pennsylvania corporation, and :
KATHRYN B. MCQUADE,
:
Plaintiffs,
: C.A. No. 96-CV-7167
-against-
:
CONRAIL, INC., a Pennsylvania
corporation, DAVID M. LEVAN, :
H. FURLONG BALDWIN, DANIEL B.
BURKE, ROGER S. HILLAS, CLAUDE :
S. BRINEGAR, KATHLEEN FOLEY
FELDSTEIN, DAVID B. LEWIS, JOHN :
C. MAROUS, DAVID H. SWANSON, E.
BRADLEY JONES, RAYMOND T. :
SCHULER and CSX CO.,
:
Defendants.
- - - - - - - - - - - - - - - - - x
PLAINTIFFS' MOTION FOR PARTIAL SUMMARY JUDGMENT
Plaintiffs Norfolk Southern Corporation, Atlantic
Acquisition Corporation, and Kathryn B. McQuade hereby move
pursuant to Federal Rule of Civil Procedure 56 for partial
summary judgment on Count Twenty-Five of their Fourth Amended
Complaint.
The grounds for this motion are set forth in
Plaintiffs' Opening Brief In Support Of Their Motion For
Preliminary Injunction and Partial Summary Judgment.
___________________________________
Mary A. McLaughlin
(I.D. No. 24923)
George G. Gordon
(I.D. No. 63072)
DECHERT, PRICE & RHOADS
4000 Bell Atlantic Tower
1717 Arch Street
Philadelphia, Pennsylvania 19103
(215) 994-4000
Attorneys for Plaintiffs
Of Counsel:
Steven J. Rothschild
Andrew J. Turezyn
Karen L. Valihura
R. Michael Lindsey
SKADDEN, ARPS, SLATE, MEAGHER
& FLOM (DELAWARE)
One Rodney Square
P.O. Box 636
Wilmington, Delaware 19899
(302) 651-3000
DATED: January 2, 1997
