SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
(Amendment No. 32)
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
This Amendment No. 32 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 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented by the following:
(a)(79) Text of Article appearing in the Journal of Commerce
on January 6, 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: January 6, 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.
-----------------------------------
Name: James C. Bishop, Jr.
Title: Vice President and
General Counsel
EXHIBIT INDEX
Exhibit
Number Description
(a)(79) Text of Article appearing in the Journal of Commerce on
January 6, 1997.
NORFOLK SOUTHERN CORP.
David R. Goode
Chairman, president, chief executive
[picture]
Competitive balance - the major Eastern railroad issue of
1996 - is also shaping up as the major issue of 1997. We have
made clear our position that a Norfolk Southern-Conrail
combination is superior to the alternative from the standpoint of
competitive balance, stockholder value and public policy, and we
will continue to press our case aggressively in 1997.
This issue is critical to the economy of the nation's most
populous region. It is, in fact, the last chance for a good
solution for Eastern railroads. It is also driven by a more
pervasive, industry-wide issue: quality transportation. This is
the driving force behind the most recent and future rail mergers.
Combining systems removes many of the obstacles that currently
frustrate railroads and their customers in the quest for timely,
reliable and efficient interline service. It is vital that
mergers create the framework for providing that quality service
to shippers.
Mergers are not a panacea. They do not eliminate the need
for continuous improvement. Our overriding focus in 1997 must
continue to be what the railroads - singly and cooperatively -
are doing to make the North American rail network safer, more
efficient, more reliable and more flexible.
Ultimately, our customers do not care whether their goods
are handled by one railroad or several. Engaged in global,
competitive battles of their own, they are very interested in
price and quality of service. That is what helps them gain a
competitive edge, and that is the yardstick by which they measure
any development in the rail industry.
For the industry to thrive, we must continue to make the
necessary investments in people, infrastructure and technology
that will enable us to provide a level of service that makes us
an indispensable element of our customers' supply chain.
