SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 12
to
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
Pursuant to Section 14(d)(4)
of the Securities Exchange Act of 1934
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CONRAIL INC.
(Name of Subject Company)
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CONRAIL INC.
(Name of Person(s) Filing Statement)
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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)
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Series A ESOP Convertible Junior Preferred Stock, without par value
(including the associated Common Stock Purchase Rights)
(Title of Class of Securities)
N/A
(CUSIP Number of Class of Securities)
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James D. McGeehan
Corporate Secretary
Conrail Inc.
2001 Market Street
Two Commerce Square
Philadelphia, Pennsylvania 19101
(215) 209-4000
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)
With a copy to:
Robert A. Kindler, Esq.
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019
(212) 474-1000
<PAGE>
INTRODUCTION
Conrail Inc. ("Conrail") hereby amends and supplements its
Solicitation/Recommendation Statement on Schedule 14D-9, originally
filed on October 16, 1996, as amended on October 25, 1996, November 1,
1996, November 4, 1996, November 6, 1996, November 7, 1996, November
8, 1996, November 13, 1996, November 18, 1996, November 20, 1996,
November 21, 1996 and November 22, 1996 (as amended, the "Schedule
14D-9"), with respect to an offer by Green Acquisition Corp., a wholly
owned subsidiary of CSX Corporation ("CSX") to purchase an aggregate
of 17,860,124 of the outstanding Shares. Capitalized terms not defined
herein have the meanings assigned thereto in the Schedule 14D-9.
Item 8. Additional Information to be Furnished.
Item 8 of the Schedule 14D-9 is hereby amended and supplemented
by adding the following text at the end thereof:
On November 26, 1996, CSX issued a press release, a copy of which
is attached hereto as Exhibit (a)(23) and is incorporated herein by
reference, announcing the final proration factor in connection with
the Offer. The foregoing summary description is qualified in its
entirety by reference to Exhibit (a)(23).
Item 9. Materials to be filed as Exhibits.
Item 9 of the Schedule 14D-9 is hereby amended and supplemented
by adding the following text thereto:
(a)(23) Text of press release issued by CSX, dated
November 26, 1996.
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<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
CONRAIL INC.
By /s/ Timothy T. O'Toole
------------------------------
Name: Timothy T. O'Toole
Title: Senior Vice President--Finance
Dated as of December 3, 1996
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<PAGE>
EXHIBIT INDEX
Exhibit Description Page No.
- ------- ----------- --------
*(a)(1) Offer to Purchase dated October 16, 1996.........
*(a)(2) Letter of Transmittal............................
*(a)(3) Text of press release issued by Conrail,
dated October 15, 1996...........................
*(a)(4) Letter to shareholders of Conrail dated
October 16, 1996...............................
*(a)(5) Form of Summary Advertisement dated
October 16, 1996.................................
*(a)(6) Opinion of Lazard Freres & Co. L.L.C.............
*(a)(7) Opinion of Morgan Stanley & Co. Incorporated.....
*(a)(8) Text of press release issued by Norfolk,
dated October 23, 1996...........................
*(a)(9) Text of press release issued by Conrail,
dated October 23, 1996...........................
*(a)(10) Text of press release issued by Conrail,
dated October 24, 1996...........................
*(a)(11) Supplement to the Offer to Purchase dated
November 6, 1996.................................
*(a)(12) Text of press release issued by Conrail and
CSX dated November 6, 1996.......................
*(a)(13) Letter to shareholders dated November 6,
1996.............................................
*(a)(14) Opinion of Lazard Freres & Co. LLC dated
November 5, 1996.................................
*(a)(15) Opinion of Morgan Stanley & Co. Incorporated
Dated November 5, 1996...........................
*(a)(16) Text of press release issued by Conrail,
dated November 7, 1996...........................
*(a)(17) Text of press release issued by Conrail,
dated November 7, 1996...........................
*(a)(18) Text of press release issued by Conrail,
dated November 8, 1996...........................
*(a)(19) Text of press release issued by Conrail and
CSX, dated November 13, 1996.....................
*(a)(20) Text of press release issued by Conrail and
CSX, dated November 19, 1996.....................
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<PAGE>
Exhibit Description Page No.
- ------- ----------- --------
*(a)(21) Text of press release issued by Conrail and
CSX, dated November 20, 1996.....................
*(a)(22) Text of press release issued by CSX dated
November 21, 1996................................
(a)(23) Text of press release issued by CSX dated
November 26, 1996................................
(b) Not applicable...................................
*(c)(1) Agreement and Plan of Merger dated as of
October 14, 1996.................................
*(c)(2) Conrail Stock Option Agreement, dated as of
October 14, 1996.................................
*(c)(3) CSX Stock Option Agreement dated as of
October 14, 1996.................................
*(c)(4) Form of Voting Trust Agreement...................
*(c)(5) Employment Agreement of Mr. LeVan dated as
of October 14, 1996..............................
*(c)(6) Change of Control Agreement of Mr. LeVan
dated as of October 14, 1996.....................
*(c)(7) Pages 4-5, and 9-14 of Conrail's Proxy
Statement dated April 3, 1996....................
*(c)(8) Complaint in Norfolk Southern et al. v.
Conrail Inc., et al., No. 96-CV-7167, filed
on October 23, 1996 in the United States
District Court for the Eastern District of
Pennsylvania.....................................
*(c)(9) First Amended Complaint in Norfolk Southern
et al. v. Conrail Inc., et al., No. 96-CV-
7167, filed on October 30, 1996 in the
United States District Court for the Eastern
District of Pennsylvania.........................
*(c)(10) Resolution adopted by the Board of Directors
of Conrail on November 4, 1996...................
*(c)(11) First Amendment dated as of November 5, 1996
to Agreement and Plan of Merger..................
*(c)(12) Second Amended Complaint in Norfolk Southern
et. al. v. Conrail Inc., et al.,
No. 96-CV-7167, filed on November 15, 1996
in the United States District Court for the
Eastern District of Pennsylvania.................
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<PAGE>
Exhibit Description Page No.
- ------- ----------- --------
*(c)(13) Voting Trust Agreement, dated as of
October 15, 1996, by and among CSX,
Purchaser and Deposit Guaranty National
Trust (incorporated by reference to
Exhibit (c)(9) to the Schedule 14D-1)............
- ----------------------
* Previously filed
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Contacts: Exhibit (a)(23)
CSX Corporation Kekst and Company
Thomas E. Hoppin Richard Wolff
(804) 782-1450 (212) 593-2655
FOR IMMEDIATE RELEASE
CSX COMMENCES PURCHASE OF TENDERED SHARES
Richmond, Va., Nov. 26, 1996--CSX Corporation (CSX)(NYSE:
CSX) today announced that it has commenced payment for the
19.9% of outstanding shares of Conrail Inc. (NYSE: CRR) it
accepted for payment on November 21 under its $110 per share
tender offer. The final proration factor under the CSX
tender offer is 23.451836%.
CSX, headquartered in Richmond, Va., is an international
transportation company offering a variety of rail,
container-shipping, intermodal, trucking, barge and contract
logistics management services. Conrail, with corporate
headquarters in Philadelphia, Pa., operates an 11,000 mile
rail freight network in 12 Northeastern and Midwestern
states, the District of Columbia, and the Province of
Quebec.
CSX's internet address is http://www.csx.com
Conrail's internet address is http://www.conrail.com
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