SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------
AMENDMENT NO. 8
to
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
Pursuant to Section 14(d)(4)
of the Securities Exchange Act of 1934
------------------------------------
CONRAIL INC.
(Name of Subject Company)
------------------------------------
CONRAIL INC.
(Name of Person(s) Filing Statement)
------------------------------------
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)
N/A
(CUSIP Number of Class of Securities)
------------------------------------
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 November 6, 1996, and amended on November 7, 1996, November
8, 1996, November 13, 1996, November 18, 1996, November 20, 1996,
November 21, 1996 and November 26, 1996 (as amended, the "Norfolk
Schedule 14D-9"), with respect to an offer by Atlantic Acquisition
Corporation, a Pennsylvania corporation ("Atlantic") and a wholly
owned subsidiary of Norfolk Southern Corporation, a Virginia
corporation ("Norfolk"), to purchase all the issued and outstanding
Shares of Conrail. Capitalized terms not defined herein have the
meanings assigned thereto in the Norfolk Schedule 14D-9.
Item 8. Additional Information to be Furnished.
Item 8 of the Norfolk 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)(13), announcing the final proration
factor in connection with the CSX Offer.
Item 9. Materials to be filed as Exhibits.
Item 9 of the Norfolk Schedule 14D-9 is hereby amended and
supplemented by adding the following text thereto:
(a)(13) Text of press release issued by CSX dated November 26, 1996
(incorporated by reference to Exhibit (a)(23) to the CSX 14D-9).
<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
2
<PAGE>
EXHIBIT INDEX
Exhibit Description Page No.
- ------- ----------- -------
*(a)(1) Text of press release issued by Conrail
dated October 23, 1996 (incorporated by
reference to Exhibit (a)(9) to the
Solicitation/Recommendation Statement on
Schedule 14D-9 of Conrail Inc. dated October
16, 1996, as amended (the "CSX 14D-9"))....
*(a)(2) Text of press release issued by Norfolk,
dated October 23, 1996 (incorporated by
reference to Exhibit (a)(8) to the CSX
14D-9).....................................
*(a)(3) Text of press release issued by Conrail and
CSX dated November 6, 1996.................
*(a)(4) Letter to shareholders of Conrail dated
November 6, 1996...........................
*(a)(5) Text of press release issued by Conrail,
dated November 7, 1996 (incorporated by
reference to Exhibit (a)(16) to the CSX
14D-9).....................................
*(a)(6) Text of press release issued by Conrail,
dated November 7, 1996 (incorporated by
reference to Exhibit (a)(17) to the CSX
14D-9).....................................
*(a)(7) Text of press release issued by Conrail,
dated November 8, 1996 (incorporated by
reference to Exhibit (a)(18) to the CSX
14D-9).....................................
*(a)(8) Text of press release issued by Conrail and
CSX, dated November 13, 1996 (incorporated
by reference to Exhibit (a)(19) to the CSX
14D-9).....................................
*(a)(9) Text of press release issued by Conrail and
CSX dated November 19, 1996 (incorporated by
reference to Exhibit (a)(20) to the CSX
140-9).....................................
*(a)(10) Text of press release issued by Conrail and
CSX dated November 20, 1996 (incorporated by
reference to Exhibit (a)(21) to the CSX
14D-9).....................................
3
<PAGE>
Exhibit Description Page No.
- ------- ----------- -------
*(a)(11) Text of press release issued by CSX dated
November 21, 1996 (incorporated by reference
to Exhibit (a)(22) to the CSX 14D-9).......
*(a)(12) Text of press release issued by Conrail,
dated November 25, 1996....................
(a)(13) Text of press release issued by CSX, dated
November 26, 1996 (incorporated by reference
to Exhibit (a)(23) to the CSX 14D-9).......
(b) Not applicable.............................
*(c)(1) Pages 4-5 and 9-14 of Conrail's Proxy
Statement dated April 3, 1996 (incorporated
by reference to Exhibit (c)(7) to the CSX
14D-9).....................................
*(c)(2) Employment Agreement of Mr. David M. LeVan
dated as of October 14, 1996 (incorporated
by reference to Exhibit (c)(5) to the CSX
14D-9).....................................
*(c)(3) Change of Control Agreement of Mr. David M.
LeVan dated as of October 14, 1996
(incorporated by reference to Exhibit (c)(6)
to the CSX 14D-9)..........................
*(c)(4) First Amended Complaint in Norfolk Southern
et al. v. Conrail Inc., et al., No. 96-CV-
7167, filed on October 28, 1996 in the
United States District Court for the Eastern
District of Pennsylvania (incorporated by
reference to Exhibit (c)(9) to the
CSX 14D-9).................................
*(c)(5) 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
(incorporated by reference to
Exhibit (c)(12) to the CSX 14D-9).
4
<PAGE>
Exhibit Description Page No.
- ------- ----------- -------
*(c)(6) Text of opinion of Judge Donald VanArtsdalen
of the United States District Court for the
Eastern District of Pennsylvania as
delivered from the bench on November 20,
1996.......................................
*(c)(7) Conrail's Definitive Proxy Statement, dated
November 25, 1996..........................
- ---------------------
* Previously filed
5
