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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 10
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 November 6, 1996, and amended on November 7,
1996, November 8, 1996, November 13, 1996, November 18, 1996,
November 20, 1996, November 21, 1996, November 26, 1996, December
3, 1996 and December 6, 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 December 9, 1996, three shareholders of Conrail (who
earlier had filed a complaint individually and derivatively on
behalf of Conrail making allegations substantially similar to
those made in the original and amended Norfolk complaints) moved
for leave to file a Second Amended Complaint against Conrail, CSX
and certain other defendants. If leave is granted, the Second
Amended Complaint will allege the following additional claims:
(i) that the share ownership of CSX and the
directors of Conrail as individuals should be
aggregated for purposes of determinations under
Subchapter E of Chapter 25 of the PBCL ("Subchapter E")
because CSX and the individual directors of Conrail are
allegedly "acting in concert" for purposes of
Subchapter 25E, and accordingly the requirement in
Subchapter 25E requiring persons who have 20% or more
of the voting power of a Pennsylvania corporation to
offer to purchase for cash the remaining shares (for
"fair value") has allegedly been triggered; and
(ii) that it is a breach of the fiduciary duties of
the directors of Conrail to have agreed to postpone the
Pennsylvania Special Meeting in the event that
insufficient votes are required to assure approval of
the Articles Amendment providing for Conrail to opt out
of Subchapter 25E (the "Pennsylvania Shareholder
Approval").
<PAGE>
As additional relief, the shareholder plaintiffs seek a
declaration that CSX and the directors of Conrail are
obligated to make the "fair value" payments required by
Subchapter 25E and that the Pennsylvania Special Meeting may
not be postponed and that no second vote to seek the
Pennsylvania Shareholder Approval may be held.
On December 10, 1996, CSX and Conrail issued a
press release, a copy of which is attached hereto as Exhibit
(a)(15) and incorporated herein by reference.
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)(15) Text of press release issued by CSX and
Conrail dated December 10, 1996 (incorporated
by reference to Exhibit (a)(8) to the
Solicitation/Recommendation Statement on
Schedule 14D-9 of Conrail dated December 6,
1996, as amended, relating to the second
tender offer by CSX (the "Second 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
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Name: Timothy T. O'Toole
Title: Senior Vice President--Finance
Dated as of December 12, 1996
<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)............................................
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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)....
*(a)(14) Text of press release issued by Conrail and
CSX dated December 5, 1996........................
(a)(15) Text of press release issued by Conrail and
CSX dated December 10, 1996 (incorporated
by reference to Exhibit (a)(8) to the
Solicitation/Recommendation Statement on
Schedule 14D-9 of Conrail dated December 6,
1996, as amended, relating to the second
tender offer by CSX (the "Second
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)........................................
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Page No.
*(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).
*(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.................................
*(c)(8) Answer and Defenses of Conrail, CSX and the
individual defendants to Second Amended
Complaint, and Counterclaim of Conrail and
CSX in Norfolk Southern et al. v. Conrail
Inc. et al., filed on December 5, 1996, in
the United States District Court for the
Eastern District of Pennsylvania...................
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* Previously filed
