SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-1
(Amendment No. 42)
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. 42 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 10. Additional Information.
Item 10 is hereby amended and supplemented by the following:
(e) On January 21, 1997, Parent announced that a preliminary vote
count by the independent inspector of election for the Pennsylvania Special
Meeting indicated that the Company's shareholders overwhelmingly defeated
the Articles Amendment. Parent also indicated that, pursuant to its
previous pledge to Company shareholders, on January 22, 1997 it would amend
the Offer to reduce the number of Shares sought to 8.2 million Shares
(approximately 9.9% of the Common Shares outstanding as of December 5,
1996, the most recent date for which such information is publicly
available).
Item 11. Material to be Filed as Exhibits.
Item 11 is hereby amended and supplemented by the following:
(a)(94) Text of Advertisement appearing in newspapers commencing
January 21, 1997.
(a)(95) Text of Speech made by David R. Goode, Chairman, President
and Chief Executive Officer of Parent, at the Pennsylvania
Special Meeting on January 17, 1997.
(a)(96) Press Release issued by Parent on January 21, 1997.
(a)(97) Text of Letter sent by David R. Goode, Chairman, President
and Chief Executive Officer of Parent, to David M. LeVan,
Chairman, President and Chief Executive Officer of the
Company and John W. Snow, Chairman, President and
Chief Executive Officer of CSX on January 21, 1997.
(a)(98) Press Release issued by Parent on January 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: January 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)(94) Text of Advertisement appearing in newspapers commencing
January 21, 1997.
(a)(95) Text of Speech made by David R. Goode, Chairman, President
and Chief Executive Officer of Parent, at the Pennsylvania
Special Meeting on January 17, 1997.
(a)(96) Press Release issued by Parent on January 21, 1997.
(a)(97) Text of Letter sent by David R. Goode, Chairman, President
and Chief Executive Officer of Parent, to David M. LeVan,
Chairman, President and Chief Executive Officer of the
Company and John W. Snow, Chairman, President and
Chief Executive Officer of CSX on January 21, 1997.
(a)(98) Press Release issued by Parent on January 21, 1997.
[ADVERTISEMENT]
TO CONRAIL SHAREHOLDERS:
Thank you.
And congratulations. In an important vote on January 17, Conrail's
shareholders overwhelmingly rejected the Conrail Board's proposal to "opt
out" of the valuable protections provided by the Pennsylvania Fair Value
Statute.
As promised, Norfolk Southern will promptly amend its tender offer to
purchase shares representing 9.9% of Conrail's outstanding common shares
(the most that we can purchase without triggering the Poison Pill). And we
remain committed to giving you the opportunity to receive $115 in cash for
your remaining shares as soon as possible thereafter.
We wish to congratulate you on your courageous resistance to Conrail's
efforts to cram down CSX's inferior deal. Norfolk Southern has strongly
supported the rights of Conrail shareholders throughout this battle. We
look forward to the opportunity to work with Conrail shareholders to
achieve our shared goals.
[Norfolk Southern Logo]
Remarks by David R. Goode
Chairman, President and CEO, Norfolk Southern Corporation
Conrail Shareholders Meeting
January 17, 1997
I would like to use my two minutes to thank the many Conrail shareholders
who have supported Norfolk Southern. The battle has often been
confrontational. None of us seeks confrontation. Nor is that Norfolk
Southern's style.
But we had no choice. The issues involved here are too important for us to
simply stand aside and do nothing. They affect not only the future of
Conrail, but also the future of railroading in the East. They are important
not only to Norfolk Southern, but to Conrail, its shareholders, employees
and the shipping public.
We have no doubt that a Norfolk Southern-Conrail transaction is in the best
interests of all constituencies --- shareholders, employees, shippers, and
communities. We appreciate the support we have received over the last
several months from shareholders and Conrail's other constituents. I hope
and believe when all the votes are counted the result will show that
Conrail shareholders have rejected the 'opt out' proposal. This will set
the stage for the Conrail Board of Directors to discuss implementation of
the $115 all-cash Norfolk Southern offer --- something we've sought from
the beginning.
If shareholders reject the "opt out", we will demonstrate our commitment by
offering to buy 9.9 percent of Conrail's outstanding common stock for $115
per share. We will move forward with the next stage of the transaction.
Three great railroads --- Conrail, Norfolk Southern and CSX --- have sought
your vote in one of the hardest-fought merger battles in history. We have
all made a big investment in energy, talent and money. Now it is time to
turn all this talent and energy toward restructuring rail transportation in
the East for the next century.
We are ready and willing to sit down with Conrail and CSX to make that
happen. We impose no preconditions other than our commitment to deliver
$115 in cash per share to Conrail shareholders. But one way or the other,
we will move forward.
Again, I thank you for your support and for the time and consideration you
have given this important matter.
FOR IMMEDIATE RELEASE
January 21, 1997
Media Contact: Robert Fort
(757) 629-2710
Norfolk Southern Amends Tender Offer to Purchase 9.9% of Conrail Shares
NORFOLK, VA -- Norfolk Southern Corporation (NYSE: NSC) today announced
that a preliminary vote count by the independent inspector of election
indicated that Conrail shareholders overwhelmingly defeated the Conrail
management proposal to "opt-out" of the fair value provision of the
Pennsylvania anti-takeover statute.
"The vote represents a decisive declaration by Conrail's
shareholders that Norfolk Southern's all-cash offer of $115 per share is
the superior alternative for Conrail and its shareholders," said David R.
Goode, Norfolk Southern's Chairman, President and Chief Executive Officer.
Norfolk Southern also announced that, consistent with its previous
pledge to Conrail shareholders, tomorrow it would amend its existing
all-cash tender offer in order to buy 8.2 million Conrail shares (about
9.9% of the outstanding common shares), the approximate maximum number of
shares that Norfolk Southern can buy without triggering Conrail's "poison
pill." As amended, Norfolk Southern's offer will not be subject to
termination of the merger agreement between Conrail and CSX and will not
require any action by Conrail's Board of Directors. The 9.9% tender offer
is expected to expire at midnight, New York City time, on Tuesday, February
4, 1997, unless extended.
Norfolk Southern said it would promptly begin a second tender offer
for all the remaining Conrail common shares and ESOP preferred shares at
$115 per share after it completes the 9.9% offer.
###
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[Norfolk Southern Letterhead]
January 21, 1997
Mr. David M. LeVan Mr. John W. Snow
Chairman, President and Chairman, President and
Chief Executive Officer Chief Executive Officer
Conrail Inc. CSX Corporation
2001 Market Street 901 East Cary Street
Philadelphia, PA 19101 Richmond, VA 23219
Dear David and John:
The Conrail shareholders' vote last Friday places a responsibility
on us to work out a rail structure in the East that will be in the
long-term interests of all constituencies served by our companies. I
believe that this can be accomplished if we sit down and try.
I believe that we can achieve balanced competition in the East with
the greatest continuity in existing operations by combining Norfolk
Southern and Conrail and providing to a competitor such as CSX its own
routes into the Northeast/Mid-Atlantic region from the West and South, so
that the result is competing networks of equivalent scope, scale and market
access.
You have a different, but perhaps not irreconcilable, vision of the
21st century railroad map. Accordingly, we are prepared to enter into
discussions with no preconditions other than recognition of our pledge to
the Conrail shareholders that Norfolk Southern will only enter into an
agreement with Conrail or CSX that gives to Conrail shareholders an all
cash offer of $115 per share.
I look forward to your reply. Your initiative and our determination
are hallmarks of great companies capable of finding a public interest
resolution of their differences.
Sincerely,
/s/ DAVID R. GOODE
FOR IMMEDIATE RELEASE
January 21, 1997
Media Contact: Robert Fort
(757) 629-2710
NS Chairman Urges Conrail, CSX to Negotiate Balanced Competition Plan
Goode Reiterates Pledge of $115 in Cash Per Conrail Share
NORFOLK, VA -- Norfolk Southern Corporation (NYSE: NSC) released the
following letter sent today by David R. Goode, Chairman, President and
Chief Executive Officer of Norfolk Southern, to David M. LeVan, and John W.
Snow, Chairman, President and Chief Executive Officer, respectively, of
Conrail Inc. and CSX Corporation:
"Dear David and John:
"The Conrail shareholders' vote last Friday places a responsibility
on us to work out a rail structure in the East that will be in the
long-term interests of all constituencies served by our companies. I
believe that this can be accomplished if we sit down and try.
"I believe that we can achieve balanced competition in the East
with the greatest continuity in existing operations by combining Norfolk
Southern and Conrail and providing to a competitor such as CSX its own
routes into the Northeast/Mid-Atlantic region from the West and South, so
that the result is competing networks of equivalent scope, scale and market
access.
"You have a different, but perhaps not irreconcilable, vision of
the 21st century railroad map. Accordingly, we are prepared to enter into
discussions with no preconditions other than recognition of our pledge to
the Conrail shareholders that Norfolk Southern will only enter into an
agreement with Conrail or CSX that gives to Conrail shareholders an all
cash offer of $115 per share.
"I look forward to your reply. Your initiative and our
determination are hallmarks of great companies capable of finding a public
interest resolution of their differences.
Sincerely,
David (signature)"
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