SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-1
(Amendment No. 37)
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. 37 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
to the Offer to Purchase, dated November 8, 1996 (the "First
Supplement"), and the Second Supplement to the Offer to Purchase, 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 5. Purpose of the Tender Offer and Plans or Proposals of the Bidder and
Item 7. Contracts, Arrangements, Understandings or Relationships
with Respect to the Subject Company's Securities.
Items 5 and 7 are hereby amended and supplemented by the following:
On January 13, 1997, Parent announced its pledge that if the Company's
shareholders defeat the Company's management proposals to approve the
Articles Amendment at the Pennsylvania Special Meeting and to allow
the Company's management to adjourn or postpone the Pennsylvania Special
Meeting, Parent and Purchaser will promptly amend the Offer to eliminate all
of the conditions thereto and to reduce the aggregate number of Shares sought
in the Offer to approximately 8,200,000 Shares, the maximum number of Shares
(based on currently available information as to the number of outstanding
Common Shares) that Purchaser can acquire without becoming an "Acquiring
Person" under the Rights Agreement. Parent also announced that, following
Purchaser's acceptance for payment of Shares in such amended Offer,
Purchaser would commence a second all-cash tender offer for all the
remaining Shares at $115 per Share and upon essentially the same terms
and conditions as the Offer as in effect on January 13, 1997.
Item 11. Material to be Filed as Exhibits.
Item 11 is hereby amended and supplemented by the following:
(a)(87) Text of Advertisement appearing in newspapers commencing
January 13, 1997.
(a)(88) Press Release issued by Parent on January 13, 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 13, 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)(87) Text of Advertisement appearing in newspapers commencing
January 13, 1997.
(a)(88) Press Release issued by Parent on January 13, 1997.
[Newspaper Ad]
TO CONRAIL SHAREHOLDERS:
IT'S BAD ENOUGH:
THEY WANT YOU TO SETTLE FOR INFERIOR VALUE.
They want you to accept an offer worth $1 billion less than what Norfolk
Southern is offering, approximately $15 per share less.*
THEY WANT YOU TO ASSUME EQUITY RISKS.
They want you to receive much of CSX's remaining offer in the form of
CSX stock, which has already declined 13%* since the CSX offer for Conrail
was announced. Its value will continue to be subject to market risk.
With Norfolk Southern's offer, you know exactly what you will be
getting: $115. All cash. No risk. Period.
THEY WANT TO TAKE AWAY YOUR RIGHT TO
RECEIVE FAIR VALUE.
They want you to approve an amendment to the Conrail charter that
will deprive you of the important protection of the Pennsylvania Fair Value
Statute, which requires that shareholders be able to receive fair
value, in cash, for their shares in takeover transactions
such as the one CSX has proposed.
AND THEY WANT YOU TO HELP THEM PULL IT OFF.
Don't help the Conrail Board cram down CSX's inferior offer. Remind
the Board that you actually own the company, that you elected the Board in
the first place, and that you can replace them if they ignore your
interests. Put a stop to their complete disregard of your
shareholder rights and abdication of their
responsibility to represent those rights.
Take back control of your company.
PROTECT YOUR INTERESTS. VOTE NOW AGAINST CONRAIL'S PROPOSALS TO "OPT OUT"
OF PENNSYLVANIA'S FAIR VALUE STATUTE AND TO ADJOURN THE SPECIAL MEETING.
CONRAIL SHAREHOLDERS
Protect the value of your shares. Vote now on Norfolk
[Graphic: Southern's GOLD proxy card AGAINST Conrail's
Checkmark in proposals. Be sure Norfolk Southern receives your
box above the proxy before January 17.
words "VOTE
AGAINST"] CONRAIL ESOP PARTICIPANTS
Your vote is confidential, and is very important since
each ESOP share represents a significantly greater
voting interest--by our calculations, equal to at
least seven shares. Use your GREEN instruction card
to instruct your Trustee to vote AGAINST Conrail's
proposals. The Trustee must receive your instruction
card by January 15.
[Norfolk Southern Logo]
Important: If you have any questions, please call our solicitor,
Georgeson & Company Inc. toll free at 800-223-2064. Banks and brokers
call 212-440-9800.
* Based on the closing price of CSX common stock on January 9, 1997.
January 13, 1997
FOR IMMEDIATE RELEASE
January 13, 1997
Media Contact: Robert Fort
757-629-2710
NORFOLK SOUTHERN TO BUY 9.9% OF CONRAIL
IF SHAREHOLDERS VOTE AGAINST 'OPT OUT' PROPOSAL
NORFOLK, VA - Norfolk Southern Corporation (NYSE: NSC) today announced
that it will buy Conrail common and ESOP preferred shares representing
9.9 percent of Conrail's outstanding common shares for $115 per share if
Conrail shareholders defeat proposals on Friday (January 17) that would
force them to accept an inferior offer from CSX Corp.
The Norfolk Southern proposal is contingent only on the defeat
of Conrail management proposals asking shareholders to "opt out" of the
fair value provision of Pennsylvania anti-takeover statute and to allow
Conrail management to adjourn the special shareholder meeting scheduled
for Friday.
After shareholders vote against the proposals, Norfolk Southern
said it will promptly amend its existing all-cash tender offer in order
to buy about 8.2 million Conrail shares. This represents the maximum
number of shares that Norfolk Southern can buy without triggering
Conrail's 'poison pill.'
The 9.9 percent offer would not be subject to termination of the
merger agreement between Conrail and CSX and would not require any action
by Conrail's Board of Directors.
Norfolk Southern said it would promptly begin a second all-cash
tender offer for all the remaining Conrail common shares and ESOP
preferred shares at $115 a share after it completes the 9.9 percent
tender offer.
The terms and conditions of the second tender offer would
essentially be the same as those in Norfolk Southern's current all-cash
offer of $115 per share, which is worth $15 per share or about 15 percent
more than CSX's cash-and-stock proposal.
"Our proposal again demonstrates our commitment to Conrail
shareholders and our determination to see that they get an excellent
price for their shares," said David R. Goode, Norfolk Southern's
Chairman, President and Chief Executive Officer. "It underscores Norfolk
Southern's determination to see this battle through and get a fair value
for Conrail shareholders and a sound result for all constituencies.
"Our proposal makes two things possible -- the best deal for
shareholders and the best combined railroad --despite the unprecedented
obstructions that Conrail and CSX have put in shareholders' path," Goode
said. "Conrail shareholders have an opportunity to reassert control over
their corporation and reject the coercive tactics being used to pressure
them into approving CSX's inferior offer."
Norfolk Southern said a vote to reject the CSX/Conrail scheme
would signal the beginning of the process to unseat Conrail directors at
Conrail's next annual meeting.
Norfolk Southern also noted that the Surface Transportation
Board has made clear that it would not be prevented from approving
Norfolk Southern's proposal to acquire Conrail despite the "lock-out"
provision in the Conrail-CSX merger agreement. The Board, in a decision
last Thursday, said "the lock-out provision would in no way preclude
Board approval...of an NS/Conrail merger...or the consummation of such a
merger if approved."
The practical consequence for Conrail shareholders is
significant. On the procedural schedule anticipated by the STB, the
merger case will be decided late this year or early in 1998, and that
decision, the Board said, would void any lock-out clause that conflicts
with its decision. Consequently, the "lock-out" will cease to have any
practical effect at least a year earlier than CSX would have shareholders
believe.
Norfolk Southern is a Virginia-based holding company with
headquarters in Norfolk, Va. It owns a major freight railroad, Norfolk
Southern Railway Company, which operates 14.500 miles of road in 20
states, primarily in the Southeast and Midwest, and the Province of
Ontario, Canada. The corporation also owns North American Van Lines,
Inc., and Pocahontas Land Corporation, a natural resources company.
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