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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 10
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
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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 and November 18, 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 20, 1996, Conrail and CSX issued a joint press
release, the full text of which is attached as Exhibit (a)(21) hereto
and incorporated herein by reference, with respect to the appeal heard
on November 20, 1996, by the United States Court of Appeals for the
Third Circuit, in connection with the denial by the United States
District Court for the Eastern District of Pennsylvania of Norfolk's
motion for a preliminary injunction.
On November 21, 1996, CSX issued a press release, the full text
of which is attached as Exhibit (a)(22) hereto and incorporated herein
by reference, with respect to the results of the Offer, which expired
at midnight Eastern time on Wednesday, November 20, 1996.
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)(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.
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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
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Name: Timothy T. O'Toole
Title: Senior Vice President--Finance
Dated as of November 21, 1996
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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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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.............................
(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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* Previously filed
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EXHIBIT (a)(21)
FOR IMMEDIATE RELEASE
CONTACTS:
CSX Corporation Conrail Inc.
Thomas E. Hoppin Craig R. MacQueen
(804) 782-1450 (215) 209-4594
Kekst and Company Abernathy MacGregor Group
Richard Wolff Joele Frank/Dan Katcher
(212) 593-2655 (212) 371-5999
APPEALS COURT REFUSES TO ENJOIN CSX TENDER OFFER
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Richmond VA and Philadelphia, PA, (November 20, 1996) -- CSX
Corporation (CSX) (NYSE:CSX) and Conrail Inc. (Conrail) (NYSE:CRR)
said today that they are pleased with the decision of the United
States Court of Appeals for the Third Circuit rejecting Norfolk
Southern's application for an injunction pending an appeal by Norfolk
Southern of yesterday's decision by the United States District Court
for the Eastern District of Pennsylvania. The District Court decision,
announced last night, denied Norfolk Southern's motion for a
preliminary injunction to block the purchase of Conrail shares by CSX
in its $110 cash tender offer for 19.9% of Conrail shares outstanding.
CSX and Conrail issued the following statement:
"We are pleased that the U.S. Court of Appeals has let stand
yesterday's District Court ruling. Despite Norfolk Southern's
continuing attempts to derail the merger of Conrail and CSX, we are
committed to each other and to the great future of our combined
companies."
CSX Corporation, 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.
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EXHIBIT (a)(22)
FOR IMMEDIATE RELEASE
CONTACTS:
CSX Corporation Richard Wolff
Thomas E. Hoppin Kekst and Company
(804) 782-1450 (212) 593-2655
CSX CORPORATION SUCCESSFUL IN TENDER OFFER
FOR CONRAIL SHARES
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Richmond VA, (November 21, 1996) -- CSX Corporation (CSX)
(NYSE:CSX) today announced that its cash tender offer by its
subsidiary for shares of Conrail Inc. (NYSE:CRR) at a price of $110
per share was oversubscribed. The offer expired at midnight Eastern
time on Wednesday, November 20, 1996.
Based on a preliminary count from the depositary for the
offer, approximately 76,629,202 shares have been tendered, of which
approximately 50,497,768 have been tendered by notice of guaranteed
delivery. CSX's subsidiary, Green Acquisition Corp., accepted for
payment 17,860,124 Conrail shares sought in the offer, which
represents approximately 19.9% of the outstanding voting shares of
Conrail. The preliminary proration factor under the offer is 23% for
all Conrail shares tendered. The final proration factor is expected to
be announced on or about November 27, 1996, and it is expected that
payment for the shares that have been accepted will commence promptly
thereafter.
John W. Snow, CSX's Corporation's chairman, president and
chief executive officer, said, "With the successful completion of this
tender offer, we move another step closer to completing the strategic
merger of Conrail and CSX and realizing the substantial benefits that
this combination will bring."
CSX Corporation, headquartered in Richmond, VA., is an
international transportation company offering a variety of rail,
container-shipping, intermodal, trucking, barge and contract logistics
management services.
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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.
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