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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 5
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
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<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 October 25, 1996, November 1,
1996, November 4, 1996 and November 6, 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 7, 1996, Conrail issued a press release announcing
that the hearing on the preliminary injunction being sought by Norfolk
has been postponed at Norfolk's request until Monday, November 18,
1996.
On November 7, 1996, Conrail issued a press release that
contained a letter from the independent directors of the Board of
Directors of Conrail to the Board of Directors of Norfolk.
Copies of the press releases are filed as Exhibits (a)(16) and
(a)(17) hereto, respectively, and are incorporated herein by
reference.
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)(16) Text of press release issued by Conrail,
dated November 7, 1996.
(a)(16) Text of press release issued by Conrail,
dated November 7, 1996.
<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
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Name: Timothy T. O'Toole
Title: Senior Vice President--Finance
Dated as of November 7, 1996
<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
Southern, 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 Lazerd 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..................
(b) Not applicable..........................
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*Previously filed
<PAGE>
*(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.....
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* Previously filed.
Exhibit (a)(16)
[CONRAIL LOGO]
FOR IMMEDIATE RELEASE
CONTACTS:
Conrail Inc. Abernathy MacGregor Group
Craig MacQueen Joele Frank/Dan Katcher
(215) 209-4594 (212) 371-5999
NORFOLK SOUTHERN REQUESTS POSTPONEMENT
OF PRELIMINARY INJUNCTION HEARING
Philadelphia, PA (November 7, 1996)--Conrail Inc. (NYSE: CRR) today
announced that at the request of Norfolk Southern Corporation (NYSE:
NSC), at a telephonic conference with the Court this morning, the
hearing on Norfolk Southern's motion for a preliminary injunction has
been postponed from Tuesday, November 12, 1996 until Monday, November
18, 1996.
Conrail, with corporate headquarters in Philadelphia, PA, operates on
11,000-mile rail freight network in 12 northeastern and midwestern
states, the District of Columbia, and the Province of Quebec.
# # #
Exhibit (a)(17)
[CONRAIL LOGO]
FOR IMMEDIATE RELEASE
CONTACTS:
Conrail Inc. Abernathy MacGregor Group
Craig MacQueen Joele Frank/Dan Katcher
(215) 209-4594 (212) 371-5999
The Following Letter Is Being Sent By The Independent Directors Of
Conrail To The Board Of Directors Of Norfolk Southern Corporation:
To the Board of Directors of Norfolk Southern Corporation:
On October 14, 1996, the undersigned independent directors of
Conrail Inc. unanimously approved a merger of equals with CSX
Corporation to create one of the world's leading transportation and
logistics companies. That transaction offered value to our
shareholders at the high-end of what has been paid in other railroad
mergers, and the business combination contemplated clearly was and is
in the best interests of Conrail and its constituencies. Before
approving that merger, we carefully considered the relative merits of
a merger with Norfolk Southern rather than with CSX, and we
unanimously determined that the combination with CSX was and is in
Conrail's best interest and represents the superior business
combination for Conrail. In making that decision, we were fully aware
that Norfolk Southern had expressed an interest in acquiring Conrail.
CSX has now agreed to increase significantly the value
offered to the Conrail shareholders. Conrail's shareholders will now
receive more value for their shares, and Conrail's other
constituencies will continue to get the tremendous benefits resulting
from the CSX merger. The independent directors of Conrail are
unanimously committed to the CSX merger.
-more-
<PAGE>
The Conrail independent directors not only are united in their
commitment to the CSX transaction, but are united in their support of
our Chairman, David LeVan. Thanks in large measure to Mr. LeVan, our
merger of equals with CSX will provide Conrail shareholders with near-
term value at the high-end of what has ever been paid in a railroad
merger and the opportunity to participate, with all our other
constituencies, in the tremendous benefits we anticipate from the new
company.
We have high regard for Norfolk Southern and its Board, but we
simply do not believe that a sale of Conrail to Norfolk Southern is in
the best interest of Conrail and its constituencies.
Very truly yours,
The Independent Directors of
Conrail Inc.
