=====================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------
AMENDMENT NO. 7
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 October 16, 1996, as amended on October 25, 1996, November 1,
1996, November 4, 1996, November 6, 1996, November 7, 1996 and
November 8, 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 13, 1996, the Conrail Board unanimously approved the
issuance of the joint Conrail-CSX press release, the full text of
which is attached as Exhibit (a)(19) hereto and 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)(19) Text of press release issued by Conrail and CSX, dated
November 13, 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
-------------------------
Name: Timothy T. O'Toole
Title: Senior Vice
President--Finance
Dated as of November 13, 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,
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........................
*(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..................
(b) Not applicable................................
----------------------
*Previously filed
<PAGE>
Exhibit Description Page No.
- ------- ----------- --------
*(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...............
- ----------------------
* Previously filed
<PAGE>
EXHIBIT (a)(19)
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
CONRAIL BOARD ADVISES SHAREHOLDERS NOT TO TENDER
TO REVISED NORFOLK SOUTHERN TENDER OFFER;
CSX AND CONRAIL REAFFIRM COMMITMENT TO THEIR MERGER
Richmond, VA and Philadelphia, PA (November 13, 1996) Conrail
Inc. [NYSE: CRR] announced today that its Board of Directors
recommends that shareholders not tender their shares pursuant to the
revised Norfolk Southern tender offer. Shares tendered to the Norfolk
Southern offer, which expires on November 22, cannot be accepted for
payment under the terms of that offer. Conrail's Board said that
shareholders who desire to receive cash now for their shares should
tender to the offer of CSX Corporation [NYSE: CSX], which expires on
November 20.
Conrail again reaffirmed that a merger with CSX is in Conrail's
best interest and is the superior strategic combination for Conrail.
Both CSX and Conrail stated that they continue to be fully committed
to their merger.
CSX and Conrail also stated that they have been having, and
continue to have, discussions relating to an increase in the value of
the consideration payable upon consummation of the CSX-Conrail merger.
There can be no assurance as to when or if any such modifications will
be made.
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.
<PAGE>
CSX's home page can be reached at http://www.CSX.com. Conrail's
home page can be reached at http://www.CONRAIL.com.
<PAGE>
