SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(AMENDMENT NO. 40)
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. 40 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 15, 1997, the Third Circuit denied Plaintiffs'
motion for an injunction pending appeal.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented by the following:
(a)(91) Press Release issued by Parent on January 15, 1997.
(a)(92) Text of Information sent to certain Company shareholders
commencing January 16, 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 16, 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)(91) Press Release issued by Parent on January 15, 1997.
(a)(92) Text of Information sent to certain Company shareholders
commencing January 16, 1997.
FOR IMMEDIATE RELEASE
January 15, 1997
Media Contact: Robert Fort
(757) 629-2710
NORFOLK SOUTHERN URGES CONRAIL SHAREHOLDERS TO REJECT 'OPT-OUT'
PROPOSAL
NORFOLK, VA -- Norfolk Southern Corporation (NYSE: NSC) issued
the following statement today in response to a decision by the
U.S. Third Circuit Court of Appeals refusing to block Conrail
Inc. from holding a shareholders meeting scheduled for Friday:
"We urge Conrail shareholders to assert control of the
corporation they own by rejecting the proposals to 'opt out' of
Pennsylvania's fair value statute and adjourn the special
meeting.
"We urge shareholders to reject the attempts by Conrail and
CSX to disenfranchise them and pressure them into accepting an
inferior offer worth nearly $15 a share less than Norfolk
Southern's all-cash, $115-per-share offer.
"We urge them to take a stand against the "lock-out"
provision and the other unprecedented obstructions that are part
of the campaign of coercion to deny shareholders a real choice.
"Conrail shareholders should be aware that the Surface
Transportation Board has said the "lock-out" provision 'would in
no way' preclude it from approving a Norfolk Southern/Conrail
merger. Because the Board anticipates it will decide the case
by late 1997 or early 1998, it means the lock-out clause will
cease to have any practical effect a year earlier than CSX would
have shareholders believe.
"Norfolk Southern will continue to stand up for Conrail
shareholders. We will continue our fight to ensure that they
get the best possible price for their shares.
"Underscoring our commitment is our offer to buy Conrail
shares equal to 9.9 percent of Conrail's outstanding common for
$115 per share if shareholders defeat the 'opt out' proposal.
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 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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World Wide Web Site - http://www.nscorp.com
SURFACE TRANSPORTATION BOARD SAYS "LOCK-OUT" CLAUSE
CANNOT STOP APPROVED RAIL MERGERS
On January 9, 1997, the Surface Transportation Board
noted the likely unenforceability of the "lock-out" clause in the
CSX/Conrail merger agreement that purports to keep Conrail from
negotiating with any other railroad until 1999.
The STB spoke clearly. "A person cannot effectively
preclude [an approved] transaction from going forward simply by
entering into a contract that purports to prevent all
alternatives to its own preferred outcome." Again, "the lock-out
provision would in no way preclude Board approval ... of
NS/Conrail merger ... or the consummation of such a merger, if
approved."
The practical consequence for Conrail stockholders is
significant. On the procedural schedule anticipated by the STB,
the merger case will be decided late this year or early in 1998,
and that decision will void any conflicting lock-out clause.
The STB's action will not, of course, force Conrail to
deal with Norfolk Southern. However, if the Board approves an
NS/Conrail merger, Conrail will not be able to hide behind the
"lock-out" and CSX will not be able to prevent the Conrail board
from negotiating with Norfolk Southern.
