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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(AMENDMENT NO. 5)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
(AMENDMENT NO. 7)
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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)
-----------------------------
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 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 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 4 is hereby amended and supplemented by the following:
(b) Parent, the Arrangers and the Lenders entered into an amendment,
dated as of February 28, 1997, to the Credit Agreement, dated as of
February 10, 1997, pursuant to which the period during which $1.65 billion
of the revolving credit facility (which is the maximum aggregate amount
outstanding permitted to be borrowed thereunder prior to the Acquisition
Date) is available under the Credit Agreement was extended to August 1,
1998 from August 1, 1997, unless the Acquisition Date occurs on or prior
to August 1, 1997, in which case the entire revolving credit facility will
be available until the fifth anniversary of the Closing Date.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented by the following:
(b)(2) Amendment No. 1 to Credit Agreement, dated as of February
28, 1997, by and among Parent, Morgan Guaranty Trust Company
of New York, as administrative agent, Merrill Lynch Capital
Corporation, as documentation agent, and the banks from time
to time parties thereto.
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: March 5, 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
(b)(2) Amendment No. 1 to Credit Agreement, dated as of February 28,
1997, by and among Parent, Morgan Guaranty Trust Company of
New York, as administrative agent, Merrill Lynch Capital
Corporation, as documentation agent, and the banks from time to
time parties thereto.
CONFORMED COPY
AMENDMENT NO. 1 TO CREDIT AGREEMENT
AMENDMENT dated as of February 28, 1997 to the
Credit Agreement dated as of February 10, 1997 (the
"Credit Agreement"), among Norfolk Southern Corporation,
the Banks listed on the signature pages hereof, Morgan
Guaranty Trust Company of New York, as Administrative
Agent, and Merrill Lynch Capital Corporation, as
Documentation Agent.
W I T N E S S E T H:
WHEREAS, the Borrower and the Banks desire to
amend the Credit Agreement as set forth below;
NOW, THEREFORE, the parties hereto agree as
follows:
SECTION 1. Definitions, References. Unless
otherwise specifically defined herein, each term used
herein which is defined in the Credit Agreement shall
have the meaning assigned to such term in the Credit
Agreement. Each reference therein to "this Agreement",
"hereof", "hereunder", "herein" and "hereby" and each
similar reference contained in the Credit Agreement shall
from and after the date hereof refer to the Credit
Agreement as amended hereby.
SECTION 2. Amendment of Section 1.01 of the
Agreement. The definition of "Revolving Credit
Termination Date" in Section 1.01 is amended to read in
its entirety as follows:
"Revolving Credit Termination Date" means
August 1, 1998; provided that the Revolving Credit
Termination Date shall be extended to the date which
is the fifth anniversary of the Closing Date if on
or prior to August 1, 1997 the Acquisition Date
shall have occurred (or, if such fifth anniversary
date is not a Euro-Dollar Business Day, the next
succeeding Euro-Dollar Business Day unless such
Euro-Dollar Business Day falls in another calendar
month, in which case the Revolving Credit
Termination Date shall be the next preceding
Euro-Dollar Business Day).
SECTION 3. Amendment of Section 2.12 of the
Agreement. Subsection (b) of Section 2.12 is amended to
read in its entirety as follows:
(b) If the Acquisition Date shall not have
occurred on or prior to August 1, 1997 (i) all Term
Commitments shall terminate on such date and (ii)
the Revolving Credit Commitments, to the extent not
theretofore reduced to the same or a lesser amount
pursuant to Section 2.09, shall be ratably reduced
to an aggregate amount of $1,650,000,000.
SECTION 4. Governing Law. This Amendment
shall be governed by and construed in accordance with the
laws of the State of New York.
SECTION 5. Counterparts; Effectiveness.
This Amendment may be signed in any number of
counterparts, each of which shall be an original, with
the same effect as if the signatures thereto and hereto
were upon the same instrument. This Amendment shall
become effective as of the date hereof when the
Administrative Agent shall have received duly executed
counterparts hereof signed by each of the parties hereto
(or, in the case of any party as to which an executed
counterpart shall not have been received, the
Administrative Agent shall have received telegraphic,
telex or other written confirmation from such party of
execution of a counterpart hereof by such party).
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their respective
authorized officers as of the day and year first above
written.
NORFOLK SOUTHERN CORPORATION
By /s/ William J. Romig
------------------------------
Title: Vice President and
Treasurer
MORGAN GUARANTY TRUST COMPANY OF
NEW YORK
By /s/ Douglas A. Cruikshank
------------------------------
Title: Vice President
MERRILL LYNCH CAPITAL CORPORATION
By /s/ Christopher Birosak
------------------------------
Title: Vice President
BANK OF MONTREAL
By /s/ Richard J. McClorey
------------------------------
Title: Director
THE BANK OF NEW YORK
By /s/ Gregory P. Shefrin
------------------------------
Title: Vice President
BANKERS TRUST COMPANY
By /s/ Mary Zadroga
------------------------------
Title: Vice President
CANADIAN IMPERIAL BANK OF COMMERCE
By /s/ Brian E. O Callahan
------------------------------
Title: Director
CIBC Wood Gundy
Securities Corp., as Agent
CREDIT LYONNAIS ATLANTA AGENCY
By /s/ Robert Ivosevich
------------------------------
Title: Senior Vice President
THE DAI-ICHI KANGYO BANK, LTD.,
NEW YORK BRANCH
By /s/ Robert P. Gallagher
------------------------------
Title: Assistant Vice President
DRESDNER BANK AG, NEW YORK AND
GRAND CAYMAN BRANCHES
By /s/ Anthony Berti
------------------------------
Title: Assistant Treasurer
By /s/ Andrew K. Mittag
------------------------------
Title: Vice President
THE FIRST NATIONAL BANK OF CHICAGO
By /s/ Amy R. Fahey
------------------------------
Title: Vice President
FIRST UNION NATIONAL BANK OF NORTH
CAROLINA
By /s/ Henry R. Biedrzycki
------------------------------
Title: Vice President
THE FUJI BANK, LTD.
By /s/ Masanobu Kobayashi
------------------------------
Title: Vice President and Manager
THE INDUSTRIAL BANK OF JAPAN,
LIMITED - NEW YORK BRANCH
By /s/ John V. Veltri
------------------------------
Title: Senior Vice President
LTCB TRUST COMPANY
By /s/ Satoru Otsubo
------------------------------
Title: Executive Vice President
THE MITSUBISHI TRUST AND BANKING
CORPORATION
By /s/ Patricia Loret de Mola
------------------------------
Title: Senior Vice President
ROYAL BANK OF CANADA
By /s/ Michael J. Madnick
------------------------------
Title: Manager
THE SANWA BANK, LIMITED
By /s/ William M. Plough
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Title: Vice President
By /s/ Andrew N. Hammond
------------------------------
Title: Vice President
SOCIETE GENERALE
By /s/ Ralph Saheb
------------------------------
Title: Vice President and Manager
THE SUMITOMO BANK, LIMITED
NEW YORK BRANCH
By /s/ John C. Kissinger
------------------------------
Title: Joint General Manager
THE TOKAI BANK, LIMITED, NEW YORK
BRANCH
By /s/ Kaoru Oda
------------------------------
Title: Assistant General Manager
TORONTO DOMINION (NEW YORK), INC.
By /s/ Debbie A. Greene
------------------------------
Title: Vice President
UNION BANK OF SWITZERLAND,
NEW YORK BRANCH
By /s/ Dieter Hoeppli
------------------------------
Title: Vice President
By /s/ Samuel Azizo
------------------------------
Title: Vice President
WACHOVIA BANK OF NORTH CAROLINA, N.A.
By /s/ W. Charles Blocker, Jr.
------------------------------
Title: Vice President
ABN AMRO BANK N.V., NEW YORK BRANCH
By /s/ Frances O. Logan
------------------------------
Title: Group Vice President
By /s/ Thomas T. Rogers
------------------------------
Title: Assistant Vice President
BANCA COMMERCIALE ITALIANA,
NEW YORK BRANCH
By /s/ Charles Dougherty
------------------------------
Title: Vice President
By /s/ B. Carlson
------------------------------
Title: Assistant Vice President
THE BANK OF TOKYO-MITSUBISHI, LTD.
By /s/ William L. Otott, Jr.
------------------------------
Title: Vice President
BANQUE PARIBAS
By /s/ John J. McCormick, III
------------------------------
Title: Vice President
By /s/ Mary T. Finnegan
------------------------------
Title: Group Vice President
COMMERZBANK AG, NEW YORK BRANCH
By /s/ Juergen Schmieding
------------------------------
Title: Vice President
By /s/ Andrew R. Campbell
------------------------------
Title: Assistant Treasurer
COMPAGNIE FINANCIERE DE CIC ET DE
L'UNION EUROPEENNE
By /s/ Sean Mounier
------------------------------
Title: First Vice President
By /s/ Marcus Edward
------------------------------
Title: Vice President
COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A., RABOBANK NEDERLAND
By /s/ Ian Reece
------------------------------
Title: Vice President and Manager
By /s/ Angela R. Reilly
------------------------------
Title: Vice President
CREDIT SUISSE FIRST BOSTON
By /s/ Thomas G. Muoio
------------------------------
Title: Associate
By /s/ Steven Janauschek
------------------------------
Title: Associate
DG BANK DEUTSCHE GENOSSENSCHAFTSBANK
By /s/ Leo Von Reissig
------------------------------
Title: Assistant Vice President
By /s/ Karen A. Brinkman
------------------------------
Title: Vice President
FLEET NATIONAL BANK
By /s/ Dorothy E. Bambach
------------------------------
Title: Senior Vice President
KEYBANK NATIONAL ASSOCIATION
By /s/ Michael J. Landini
------------------------------
Title: Assistant Vice President
THE ASAHI BANK, LTD.
By /s/ Tatsuo Kase
------------------------------
Title: Manager
By /s/ Wit Derby
------------------------------
Title: Vice President
THE ROYAL BANK OF SCOTLAND PLC
By /s/ Derek Bonnar
------------------------------
Title: Vice President
THE SAKURA BANK, LIMITED
By /s/ Yoshikazu Nagura
------------------------------
Title: Vice President
THE TOYO TRUST & BANKING COMPANY, LIMITED
By /s/ T. Mikumo
------------------------------
Title: Vice President
WESTDEUTSCHE LANDESBANK
GIROZENTRALE, NEW YORK BRANCH
By /s/ Cynthia M. Niesen
------------------------------
Title: Managing Director
By /s/ Michael F. McWalters
------------------------------
Title: Managing Director
BAYERISCHE LANDESBANK
By /s/ Peter Obermann
------------------------------
Title: Senior Vice President
Manager Lending Division
By /s/ Sean O Sullivan
------------------------------
Title: Second Vice President
DEUTSCHE BANK AG, NEW YORK
AND/OR CAYMAN ISLANDS BRANCH
By /s/ Angela Bozorgmir
------------------------------
Title: Assistant Vice President
By /s/ Robert M. Wood, Jr.
------------------------------
Title: Vice President
LLOYDS BANK PLC
By /s/ Michael J. Gilligan
------------------------------
Title: Vice President
By /s/ Paul D. Briamonte
------------------------------
Title: Vice President
THE NIPPON CREDIT BANK, LTD.
By /s/ Yoshihide Watanabe
------------------------------
Title: Vice President and Manager
THE YASUDA TRUST & BANKING
CO., LIMITED
By /s/ Morikazu Kimura
------------------------------
Title: Chief Representative
BAYERISCHE HYPOTHEKEN-UND
WECHSEL-BANK AG, NEW YORK BRANCH
By /s/ Steve Atwell
------------------------------
Title: Vice President
By /s/ Uwe Roeder
------------------------------
Title: Vice President
BAYERISCHE VEREINSBANK AG,
NEW YORK BRANCH
By /s/ Marianne Weinzinger
------------------------------
Title: Vice President
By /s/ Sylvia K. Cheng
------------------------------
Title: Vice President
BHF - BANK AKTIENGESELLSCHAFT
By /s/ Evon M. Contos
------------------------------
Title: Vice President
By /s/ Thomas J. Scifo
------------------------------
Title: Assistant Vice President
CAISSE NATIONALE DE CREDIT AGRICOLE
By /s/ David Bouhl
------------------------------
Title: First Vice President
Head of Corporate Banking,
Chicago
CREDIT LOCAL DE FRANCE
By /s/ Ducos Philippe
------------------------------
Title: Deputy General Manager
By /s/ Mary Power
------------------------------
Title: Vice President
THE MITSUI TRUST AND BANKING
COMPANY, LIMITED NEW YORK BRANCH
By /s/ William W. Hunter
------------------------------
Title: Vice President
SUNTRUST BANK, ATLANTA
By /s/ Ruth E. Whitner
------------------------------
Title: Assistant Vice President
By /s/ Jarrette A. White, III
------------------------------
Title: Group Vice President/
Group Manager
BANCA NAZIONALE DEL LAVORO
SPA - NEW YORK BRANCH
By /s/ Giuliano Violetta
------------------------------
Title: First Vice President
By /s/ Miguel J. Medida
------------------------------
Title: Vice President
BANQUE FRANCAISE DU COMMERCE EXTERIEUR
By /s/ G. Kevin Dooley
------------------------------
Title: Vice President
By /s/ Brian J. Cumberland
------------------------------
Title: Assistant Treasurer
CREDITANSTALT-BANKVEREIN
By /s/ Christina T. Schoen
------------------------------
Title: Vice President
By /s/ Richard P. Buckanavage
------------------------------
Title: Vice President
CRESTAR BANK
By /s/ Bruce W. Nave
------------------------------
Title: Vice President
THE SUMITOMO TRUST & BANKING CO.,
LTD., NEW YORK BRANCH
By /s/ Suraj P. Bhatia
------------------------------
Title: Senior Vice President
Manager, Corporate
Finance Dept.
CHIAO TUNG BANK CO., LTD.
By /s/ Liang Yuh Tseng
------------------------------
Title: Senior Vice President
and General Manager
NATIONAL BANK OF KUWAIT SAK
By /s/ Mahannad Kamal
------------------------------
Title: Executive Manager
By /s/ Robert J. McNeill
------------------------------
Title: Deputy Division Manager
STAR BANK, N.A.
By /s/ Richard W. Neltner
------------------------------
Title: Vice President
PER PRO BROWN BROTHERS
HARRIMAN & CO.
By /s/ Richard J. Ragoza
------------------------------
Title: Senior Credit Officer
BARCLAYS BANK PLC
By /s/ L. Peter Yetman
------------------------------
Title: Associate Director
COMERICA BANK
By /s/ Tamara J. Gurne
------------------------------
Title: Assistant Vice President
GULF INTERNATIONAL BANK B.S.C.
By /s/ Thomas E. Fitzherbert
------------------------------
Title: Vice President
By /s/ I.N. Baconi
------------------------------
Title: Senior Vice President
and Branch Manager
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK, as Administrative Agent
By /s/ Douglas A. Cruikshank
------------------------------
Title: Vice President
MERRILL LYNCH CAPITAL
CORPORATION, as Documentation Agent
By /s/ Christopher Birosak
------------------------------
Title: Vice President
