SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-1
(Amendment No. 44)
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. 44 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 up to an aggregate of 8,200,000 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
to the Offer to Purchase, dated November 8, 1996 (the "First
Supplement"), the Second Supplement to the Offer to Purchase, dated
December 20, 1996 (the "Second Supplement"), the Third Supplement to the
Offer to Purchase, dated January 22, 1997 (the "Third 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, the Third Supplement or the Schedule 14D-1.
Item 3. Past Contacts, Transactions or Negotiations with the Subject Company.
Item 3 is hereby amended and supplemented by the following:
(b) On January 22, 1997, Messrs. LeVan and Snow sent a letter to
Mr. Goode, responding to Mr. Goode's letter dated January 21, 1997 to
them in which Mr. Goode stated that Parent was prepared to enter into
discussion with no preconditions other than recognition of Parent's
pledge to Company shareholders that Parent will only enter into an
agreement with the Company or CSX that gives Company shareholders an
all-cash offer of $115 per Share. In their letter, Messrs. LeVan and Snow
indicated their willingness to meet with Mr. Goode to begin meaningful
and candid discussions without any preconditions that would limit
discussions or otherwise prejudice each other's respective positions.
The text of Messrs. LeVan's and Snow's letter is filed as an exhibit
hereto and is incorporated herein by reference.
Item 10. Additional Information.
Item 10 is hereby amended and supplemented by the following:
(e) On January 22, 1997, Parent announced that, based upon the
final results certified by the inspector of election for the Pennsylvania
Special Meeting, Company shareholders overwhelmingly defeated the
Articles Amendment at the Pennsylvania Special Meeting.
Item 11. Material to be Filed as Exhibits.
Item 11 is hereby amended and supplemented by the following:
(a)(107) Press Release issued by Parent on January 23, 1997.
(a)(108) Text of Letter sent by David M. LeVan, Chairman,
President and Chief Executive Officer of the Company,
and John W. Snow, Chairman, President and Chief
Executive Officer of CSX, to David R. Goode, Chairman,
President and Chief Executive Officer of Parent on
January 22, 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 23, 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)(107) Press Release issued by Parent on January 23, 1997.
(a)(108) Text of Letter sent by David M. LeVan, Chairman, President
and Chief Executive Officer of the Company, and John W.
Snow, Chairman, President and Chief Executive Officer of
CSX, to David R. Goode, Chairman, President and Chief
Executive Officer of Parent on January 22, 1997.
FOR IMMEDIATE RELEASE
January 23, 1997
Media Contact: Robert Fort
(757) 629-2710
CONRAIL OPT-OUT OVERWHELMINGLY DEFEATED, RESULTS SHOW
NORFOLK, VA -- Norfolk Southern Corporation today announced that the
final results of the January 17 vote on the attempt by Conrail management
to "opt out" of the Pennsylvania Fair Value Statute show that
shareholders overwhelmingly defeated the proposal.
The official vote count, certified by Corporate Election Services
and released today, indicates that of the 76.68 million shares voting
either for or against the opt-out proposal, approximately 49.9 million
(or 65 percent) voted against the "opt-out" proposal and 26.78 million
(or 35 percent) voted for the proposal. Conrail employees voted
approximately 29 percent of the shares in their Employee Stock Ownership
Plan against the "opt-out" proposal. Based on the final vote count, over
92 percent of the Conrail shares voted at the January 17 special meeting
(excluding Conrail shares owned by CSX and Conrail's employee benefit
plans) voted against the "opt-out" proposal and in support of Norfolk
Southern. Corporate Election Services is the company hired by Conrail to
count the votes.
Norfolk Southern's chairman, president and chief executive
officer, David R. Goode, said of the official vote count: "The vote
obviously is even more overwhelming than our earlier reports had
indicated. The size of the vote and the support of Conrail's employees,
which was especially welcome, clearly refute the claim that the opt-out
was defeated only by institutional and other large shareholders. Norfolk
Southern is gratified, and we sincerely hope Conrail's board will
recognize and act in accordance with the wishes of its shareholders."
# # #
World Wide Web Site - http://www.nscorp.com
[CSX & Conrail Letterhead]
January 22, 1997
Mr. David R. Goode
Chairman, President and
Chief Executive Officer
Norfolk Southern Corporation
Three Commercial Place
Norfolk, Virginia 23510-2191
Dear David:
Thank you for your letter of January 21, 1997. It certainly is timely
in light of Chairman Morgan's very positive suggestions that we work
together to best serve the public's interest.
We are fully committed to the CSX/Conrail merger. We believe our
merger, together with your participation, will enable us to best serve the
interests of all our constituencies, preserve our merger synergies and
yield a procompetitive result. We recognize that you have a different
view of our merger; nevertheless, we should, as Chairman Morgan urges,
meet and talk. This can and should be done without any preconditions that
would limit our discussions or otherwise prejudice our respective
positions.
Let us be very clear, no one should interpret from our meeting that
either party has changed its position. Our objective, which we are sure
you share, is to assure that the public's interest in strong, viable
competition is met. We want no winner or loser, other than to be sure
that the public is a winner.
We sincerely hope with all that is at stake that we can begin meaningful
and candid discussions. We look forward to meeting with you at your
earliest convenience and will be in contact with your office to arrange a
mutually convenient place and time.
Sincerely,
John W. Snow David M. LeVan
Chairman, President & CEO Chairman, President & CEO
CSX Corporation Conrail Inc.
