SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(AMENDMENT NO. 2)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
(AMENDMENT NO. 4)
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 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 10. ADDITIONAL INFORMATION.
Item 10 is hereby amended and supplemented by the following:
(e) On February 18, 1997, the District Court approved and entered a
Supplemental Consent Order, agreed to by Parent, Purchaser, the
Commissioner of the Pennsylvania Securities Commission, the Attorney
General of the Commonwealth of Pennsylvania and the Company extending the
November 8, 1996 Consent Order enjoining enforcement of the Pennsylvania
Takeover Disclosure Law to the Second Offer.
On February 21, 1997, Parent and Norfolk Southern Railway Company
submitted a Preliminary Environmental Report to the STB's Section of
Environmental Analysis, relating to Parent's proposed acquisition of
control of the Company and Consolidated Rail Corporation.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented by the following:
(a)(9) Press Release issued by Parent on February 21, 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: February 21, 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
- ------- -----------
(a)(9) Press Release issued by Parent on February 21, 1997.
FOR IMMEDIATE RELEASE
February 21, 1997
Media Contact: Robert Fort
(757) 629-2710
NS SUBMITS PRELIMINARY ENVIRONMENTAL REPORT TO STB
NORFOLK, VA -- Norfolk Southern Corporation and Norfolk Southern Railway
Company today submitted a Preliminary Environmental Report to the Surface
Transportation Board's Section of Environmental Analysis relating to
Norfolk Southern's proposed acquisition of control of Conrail Inc. and
Consolidated Rail Corporation.
The Preliminary Environmental Report was submitted under the
procedural schedule set by the STB, which requires that such report be
submitted at least 30 days prior to the filing of a primary application.
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