SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(AMENDMENT NO. 47)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
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
CUSIP NO. 208368 10 0
14D-1
1. NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
NORFOLK SOUTHERN CORPORATION (E.I.N.: 52-1188014)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
BK, WC, OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(e) or 2(f) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,200,100 Common Shares
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES [ ]
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
9.9%
10. TYPE OF REPORTING PERSON
HC and CO
CUSIP NO. 208368 10 0
14D-1
1. NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ATLANTIC ACQUISITION CORPORATION (E.I.N.: 54-1823555)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(e) or 2(f) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,200,000 Common Shares
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES [ ]
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
9.9%
10. TYPE OF REPORTING PERSON
CO
This Amendment No. 47 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 up to an aggregate of 8,200,000 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"), the
Second Supplement to the Offer to Purchase, dated December 20, 1996 (the
"Second Supplement"), the Third Supplement to the Offer to Purchase, dated
January 22, 1997 (the "Third 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, the
Third Supplement or the Schedule 14D-1.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 6 is hereby amended and supplemented by the following:
(a) - (b) The Offer expired in accordance with its terms at
12:00 Midnight, New York City time, on February 4, 1997. In connection
therewith, on February 5, 1997, Parent issued a press release announcing,
among other things, that, as of the Expiration Date, (1) based upon a
preliminary count from the Depositary, a total of approximately 66.8
million Shares had been tendered under the Offer, of which approximately
24.1 million Shares had been tendered by notice of guaranteed delivery, (2)
Purchaser accepted for payment 8.2 million Shares at a price of $115 per
share, representing approximately 9.9% of the outstanding Common Shares,
(3) the preliminary proration factor is 12.26% for all Shares tendered and
(4) payment for Shares accepted for payment is expected to commence
promptly after the final proration factor is announced, which is expected
to occur on or about February 11, 1997.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented by the following:
(a)(110) Press Release issued by Parent on February 5, 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: February 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
(a)(110) Press Release issued by Parent on February 5, 1997.
FOR IMMEDIATE RELEASE
February 5, 1997
Media Contact: Robert Fort
(757) 629-2710
NORFOLK SOUTHERN COMPLETES TENDER OFFER
FOR 9.9% OF CONRAIL SHARES
NORFOLK, VA -- Norfolk Southern Corporation (NYSE: NSC) today announced
that its cash tender offer for shares of Conrail Inc. (NYSE: CRR) at a
price of $115 per share was oversubscribed. The offer expired at 12:00
Midnight, New York City time, on Tuesday, February 4, 1997.
Based on a preliminary count from the depositary for the offer,
approximately 66.8 million shares have been tendered, which includes
approximately 24.1 million shares subject to guarantees of delivery.
Norfolk Southern's subsidiary, Atlantic Acquisition Corporation,
accepted for payment 8.2 million Conrail shares in the offer, which
represent approximately 9.9% of the outstanding common shares of Conrail
(the approximate maximum number of shares Norfolk Southern can buy
without triggering Conrail's "poison pill"). The preliminary proration
factor under the offer is 12.26% for all Conrail shares tendered. The
final proration factor is expected to be announced on or about Tuesday,
February 11, 1997, and it is expected that payment for the shares that
have been accepted will commence promptly thereafter.
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 approximately 14,400 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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