SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
(Amendment No. 33)
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
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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
This Amendment No. 33 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, dated November 8, 1996 (the "First Supplement"),
and the Second Supplement, 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 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented by the following:
(a)(80) Text of Presentation made to certain Company
shareholders commencing January 7, 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 7, 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)(80) Text of Presentation made to certain Company
shareholders commencing January 7, 1997.
January 1997
[NORFOLK SOUTHERN LOGO]
NORFOLK SOUTHERN
SHAREHOLDER PRESENTATION
NORFOLK SOUTHERN IS OFFERING CONRAIL SHAREHOLDERS SUPERIOR VALUE
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NORFOLK SOUTHERN OFFER
* Nominal value of $115.00 per share1
* 8.4BN total value2
* No equity risk - all cash
* No synergy risk - all cash
* Immediate value
CSX OFFER
* Nominal value of $97.62 per share3
* $7.0BN total value2
* Equity risk - 75% common and convertible stock
* Trading discount risk - convertible stock
* Synergy risk - 75% common and convertible stock
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1 Represents premium of 18% over CSX's offer
2 For remaining shares (not already owned by CSX)
3 Based on 25% cash/75% stock, reflects CSX 1/6/97
closing price of $41.75
CSX'S OFFER - MUCH LESS VALUE, REALLY HOSTILE TO SHAREHOLDERS
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MUCH LESS VALUE
EARLIEST
VALUE RECEIPT DATE
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CSX common $77.50 1 Spring 1997(?)
($41.75 x 1.85619)
Convertible preferred $16.00 2 Spring 1997(?)
------
$93.50
x .75
------
75% equity component $70.12
25% cash component $27.50 January 1997
($110 x 25%) ------
Nominal consideration $97.62
per Conrail share ======
REALLY HOSTILE
* Hostile approach - coercive bid
* Hostile structure - multi-tier, front-end loaded
* Hostile currency with uncertain value for 75% of the bid
* Terms of convertible preferred are not defined
(i.e., mystery stock)
* Subjects Conrail shareholders to unnecessary equity
market risks
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1 Based on CSX 1/6/97 closing price of $41.75
2 Theoretical value
CSX'S OFFER EXPOSES SHAREHOLDERS TO SIGNIFICANT EQUITY
RISK FOR MOST OF THE CONSIDERATION RECEIVED
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Assumed Resultant NS premium
Assumed CSX convertible blended to CSX offer
stock value value1 value value
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$43.00 $16.00(?) $99.36 15.7%
$42.50 $16.00(?) $98.67 16.6%
$42.00 $16.00(?) $97.97 17.4%
$41.50 $16.00(?) $97.27 18.2%
$41.00 $16.00(?) $96.58 19.1%
$40.50 $16.00(?) $95.88 19.9%
$40.00 $16.00(?) $95.19 20.8%
$39.50 $16.00(?) $94.49 21.7%
$39.00 $16.00(?) $93.79 22.6%
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1 Convertible stock, theoretically worth $16 per
share, will be received for 75% of the Conrail shares
currently outstanding and not owned by CSX. This
convertible preferred is likely to trade at a
significant discount to par.
SUMMARY OF THE CSX OFFER
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THE CSX OFFER TO CONRAIL SHAREHOLDERS
* Provides less value
* Includes CSX stock subject to market risks
- Equity market fluctuations
- Bears risk of regulatory approval
- Bears risks of realization of promised synergies
* Includes undefined convertible preferred stock
- Uncertain value prior to acquisition
- Market risk after acquisition
* Requires CSX shareholder approval of a dilutive
transaction
* Seeks to preclude Conrail shareholders from
accepting a superior all-cash offer
* Provides an undesirable template for other coercive
merger transactions
A VOTE AGAINST WILL INCREASE THE VALUE OF YOUR CONRAIL SHARES
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A VOTE AGAINST THE PROPOSED CSX TRANSACTION WILL
1. FORCE CSX TO INCREASE ITS BID FOR CONRAIL AGAIN
OR
2. FORCE THE CONRAIL BOARD TO ACCEPT NORFOLK SOUTHERN'S
SUPERIOR ALL-CASH $115 OFFER FOR ALL CONRAIL SHARES
CONRAIL SHAREHOLDERS SHOULD VOTE AGAINST:
1. Opting out of the Pennsylvania statute requiring
fair value for all shareholders, and
2. Allowing Conrail management to adjourn the meeting
(if it appears that the vote will be unfavorable)
