SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): October 14, 1996
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Conrail Inc.
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(Exact name of registrant as specified in its charter)
Pennsylvania 1-12184 23-2728514
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State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification Number)
Incorporation)
2001 Market Street, Philadelphia, Pennsylvania 19101-1417
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(Address of principal executive offices) (Zip Code)
(215) 209-4000
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(Registrant's telephone number, including area code)
None
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
On October 14, 1996, Conrail Inc. ("Conrail") entered into an
Agreement and Plan of Merger (the "Merger Agreement") by and among
Conrail, Green Acquisition Corp. ("Merger Sub") a Pennsylvania
corporation and a wholly owned subsidiary of CSX Corporation, a
Virginia corporation ("CSX"), and CSX. Pursuant to and subject to the
terms and conditions of the Merger Agreement, Conrail will be merged
with and into Merger Sub. In connection with the Merger Agreement, CSX
granted Conrail an option to purchase 43,090,773 shares of the common
stock of CSX pursuant to a Stock Option Agreement (the "CSX
Corporation Stock Option Agreement") dated as of October 14, 1996. The
option becomes exercisable upon the occurrence of certain events, none
of which has occurred at the time of this filing. Also in connection
with the Merger Agreement, Conrail granted CSX an option to purchase
15,955,477 shares of the common stock of Conrail, pursuant to a Stock
Option Agreement (the "Conrail Inc. Stock Option Agreement") dated as
of October 14, 1996. The option becomes exercisable upon the
occurrence of certain events, none of which has occurred at the time
of this filing. In addition, Conrail entered into an amendment dated
as of October 13, 1996 (the "Rights Agreement Amendment"), to its
Right Agreement dated as of July 19, 1989, as amended by the Amendment
dated as of March 21, 1990, the Amendment, Assignment and Assumption
Agreement dated as of February 17, 1993, the Amendment dated as of
October 19, 1994 and the Amendment dated as of September 20, 1995 (as
amended, the "Rights Agreement"), for the purpose of excluding CSX and
any of its wholly-owned subsidiaries from the definition of Acquiring
Person as a result of CSX's approval, execution or delivery of the
Merger Agreement or the Conrail Inc. Stock Option Agreement or the
consummation of the transactions contemplated or permitted by the
Merger Agreement or the CSX Corporation Stock Option Agreement
(including the exercise thereof). The Merger Agreement, the Conrail
Inc. Stock Option Agreement and the CSX Corporation Stock Option
Agreement are incorporated by reference to Exhibits (c)(1), (c)(2) and
(c)(3) to the Tender Offer Statement on Schedule 14D-1 filed by CSX,
with the Securities and Exchange Commission on October 16, 1996, the
press release announcing the execution of such documents and the
Rights Amendment is incorporated by reference to Exhibit (a)(3) to the
Solicitation/Recommendation Statement on Schedule 14D-9 filed by
Conrail with the Securities and Exchange Commission on October 16,
1995, and the Rights Agreement Amendment is attached as Exhibit 4.1
hereto.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
1. Financial Statements of Business Acquired.
Not Applicable.
2. Pro Forma Financial Information.
Not Applicable.
3. Exhibits.
See the Index to Exhibits attached hereto.
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
CONRAIL INC.
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(Registrant)
Date: October 22, 1996 By: /s/ Bruce B. Wilson
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(Signature)
Name: Bruce B. Wilson
Title: Senior Vice President - Law
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EXHIBIT INDEX
Exhibit Description Page
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2.1 Agreement and Plan of Merger by and
among Conrail Inc., Green Acquisition
Corp. and CSX Corporation dated as of
October 14, 1996 (incorporated by
reference to Exhibit (c)(1) to the
Tender Offer Statement on Schedule 14D-1
filed by CSX Corporation on October 16,
1996).
4.1 Amendment dated as of October 13, 1996,
to the Rights Agreement dated as of July
19, 1989, between Conrail Inc. and First
Chicago Trust Company of New York (as
rights agent), as amended by the
Amendment dated as of March 21, 1990,
the Amendment, Assignment and Assumption
Agreement dated as of February 17, 1993,
the Amendment dated as of October 19,
1994 and the Amendment dated as of
September 20, 1995.
4.2 Rights Agreement dated as of July 19,
1989 between Conrail Inc. and (as rights
agent), as amended by the Amendment
dated as of March 21, 1990, the
Amendment, Assignment and Assumption
Agreement dated as of February 17, 1993,
the Amendment dated as of October 19,
1994, and the Amendment dated as of
September 20, 1995 (incorporated by
reference to Exhibit (1) to the
Consolidated Rail Corporation Current
Report on Form 8-K dated July 31, 1989).
10.1 Conrail Inc. Stock Option Agreement
dated as of October 14, 1996, between
Conrail Inc., as Issuer, and CSX
Corporation, as Grantee (incorporated by
reference to Exhibit (c)(3) to the
Tender Offer Statement on Schedule 14D-1
filed by CSX Corporation on October 16,
1996).
10.2 CSX Corporation Stock Option Agreement
dated as of October 14, 1996, between
CSX Corporation, as Issuer, and Conrail
Inc., as Grantee (incorporated by
reference to Exhibit (c)(2) to the
Tender Offer Statement on Schedule 14D-1
filed by CSX Corporation on October 16,
1996).
99.1 Press Release dated October 15, 1996
(incorporated by reference to Exhibit
(a)(3) to the
Solicitation/Recommendation Statement on
Schedule 14D-9 filed by Conrail Inc. on
October 16, 1996).
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AMENDMENT dated as of October 13, 1996, to
the Rights Agreement dated as of July 19, 1989,
among CONSOLIDATED RAIL CORPORATION, a
Pennsylvania corporation ("Parent"), and FIRST
CHICAGO TRUST COMPANY OF NEW YORK (the "Rights
Agent"), as amended by the Amendment dated as of
March 21, 1990, among Parent and the Rights Agent,
the Amendment, Assignment and Assumption Agreement
dated as of February 17, 1993, by and among
Parent, CONRAIL INC., a Pennsylvania corporation
(the "Company") and the Rights Agent and the
Amendments dated as of May 10, 1994, October 19,
1994, and September 20, 1995, in each case between
the Company and the Rights Agent (as amended, the
"Rights Agreement").
Pursuant to Section 27 of the Rights Agreement, the Company
and the Rights Agent may from time to time supplement or amend the
Rights Agreement. All acts and things necessary to make this Amendment
a valid agreement, enforceable according to its terms, have been done
and performed, and the execution and delivery of this Amendment by the
Company and the Rights Agent have been in all respects duly authorized
by the Company and the Rights Agent.
In consideration of the foregoing and the mutual agreement
set forth herein, the parties hereto have agreed as follows:
1. Amendments to Rights Agreement. The Rights Agreement is
hereby amended as follows:
(a) Section 1(a) is amended by inserting the following
sentence at the end of such section:
"Notwithstanding anything in this Agreement to the
contrary, none of CSX Corporation, a Virginia
corporation ("CSX"), any wholly owned subsidiary of CSX
or the Voting Trust (as defined in the Merger Agreement
described below) shall become an Acquiring Person as a
result of (i) the approval, execution or delivery of
the Agreement and Plan of Merger to be dated as of
October 14, 1996, by and among the Company, CSX and
GREEN ACQUISITION CORP., a Pennsylvania corporation
(the "Merger Agreement"), or the Green Stock Option
Agreement (as defined in the Merger Agreement) or (ii)
the consummation of the Offer, the Merger (as such
terms are defined in the Merger Agreement) or the other
transactions contemplated or permitted by the Merger
Agreement or the Green Stock Option Agreement
(including the exercise thereof)."
(b) A new Section 36 is added to read in its entirety
as follows:
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"Section 36. Merger with CSX. Notwithstanding any provision
herein to the contrary, none of CSX, any wholly owned subsidiary
of CSX or the Voting Trust shall be considered an Acquiring
Person under this Rights Agreement, no Distribution Date shall
occur and no Rights shall be exercisable pursuant to Section 7,
Section 11 or any other provision hereof, as a result of (i) the
approval, execution or delivery of the Merger Agreement or (ii)
the consummation of the Offer, the Merger or the other
transactions contemplated or permitted by the Merger Agreement or
the Green Stock Option Agreement (including the exercise
thereof)."
2. Full Force and Effect. This Amendment shall be deemed
effective as of the date hereof. Except as expressly amended hereby,
the Rights Agreement shall continue in full force and effect in
accordance with the provisions thereof on the date hereof.
3. Governing Law. This Amendment shall be governed by and
construed in accordance with the law of the Commonwealth of
Pennsylvania applicable to contracts made and performed entirely
within such State.
IN WITNESS WHEREOF, the Company and the Rights Agent have
caused this Amendment to be duly executed as of the day and year first
above written.
CONRAIL INC.,
By: /s/ Timothy T. O'Toole
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Name: Timothy T. O'Toole
Title: Senior Vice President-- Finance
FIRST CHICAGO TRUST COMPANY OF NEW YORK,
By: /s/ Jeffrey Cohen
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Name: Jeffrey Cohen
Title: Assistant Vice President
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