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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
(Amendment No. 8 - Final Amendment)
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
and
SCHEDULE 13D
(Amendment No. 10)
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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
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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 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS
OF THE BIDDER.
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 April 8, 1997 Parent and CSX entered into an agreement (the
"Agreement") which provides, among other things, that Parent and CSX will
jointly acquire the Company. Pursuant to the Agreement, Parent and
Purchaser have terminated the Second Offer. According to the Depositary,
approximately 2.1 million Shares had been tendered and not withdrawn
pursuant to the Second Offer as of the afternoon of April 8. Shares that
have been tendered into the Second Offer to date will be promptly
returned to tendering shareholders.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented by the following:
(a)(20) Press Release issued by Parent on April 9, 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: April 9, 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.
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Name: James C. Bishop, Jr.
Title: Vice President and General
Counsel
EXHIBIT INDEX
Exhibit
Number Description
(a)(20) Press Release issued by Parent on April 9, 1997.
FOR IMMEDIATE RELEASE
April 9, 1997
Media Contact: Robert Fort
(757) 629-2710
NORFOLK SOUTHERN ANNOUNCES TERMINATION OF OFFER FOR CONRAIL SHARES
IN CONNECTION WITH AN AGREEMENT WITH CSX TO JOINTLY ACQUIRE CONRAIL
NORFOLK, VA -- Norfolk Southern Corporation (NYSE:NSC) announced
today that, in connection with an agreement with CSX Corporation to
jointly acquire Conrail, Norfolk Southern has terminated its second
tender offer for all of the outstanding shares of the common stock
and ESOP preferred stock of Conrail Inc. (NYSE:CRR) at $115 per
share. The offer and withdrawal rights were scheduled to expire at
12:00 midnight, New York City time, on Friday, April 18, 1997.
According to the Depositary, approximately 2.1 million Shares had
been tendered and not withdrawn pursuant to the second offer as of
the afternoon of April 8. Shares that have been tendered into the
offer to date will be promptly returned to tendering shareholders.
Pursuant to the agreement with CSX, CSX's pending tender offer for
the remaining shares of Conrail will be amended to include Norfolk
Southern as a co-bidder and will be extended until May 23, 1997.
Shareholders desiring assistance tendering their shares to the
amended joint Norfolk Southern/CSX tender offer should call the
information agent for the joint offer, MacKenzie Partners, Inc., 156
Fifth Avenue, New York, New York 10010, at (212) 929-5500 (call
collect) or toll free at (800) 322-2885.
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