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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3
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 and November 1, 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 4, 1996, Conrail's Board of Directors
adopted a resolution (the "November 4 Resolution") extending
the Distribution Date (as defined in the Rights Agreement,
dated as of July 19, 1989, as amended, Conrail and First
Chicago Trust Company of New York (the "Rights Agreement"))
under the Rights Agreement so that it will occur only after
the acquisition by any Person, together with all Affiliates
and Associates of such Person (as such terms are defined in
the Rights Agreement), of beneficial ownership of at least
10% of the outstanding shares of Common Stock. This action
was taken pursuant to the terms of the Rights Agreement, as
is routinely done by companies subject to outstanding tender
offers. Conrail believes that Norfolk Southern's motion for
a temporary restraining order relating to this issue, which
was filed on November 1, 1996, and which was denied on
November 4, 1996, was unnecessary because Norfolk Southern
must have understood that Conrail would extend the
Distribution Date. A copy of the November 4 Resolution is
attached hereto as Exhibit (c)(10) and is incorporated
herein by reference, and the foregoing summary description
is qualified in its entirety by reference to such exhibit.
Conrail has not yet responded to the Norfolk
Southern Offer. Conrail intends to respond no later than the
date on which it is required by law to do so, which is
November 6, 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:
(c)(10) Resolution adopted by the Board of
Directors of Conrail on November 4, 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 4, 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....................................
(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.............................
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* Previously filed
<PAGE>
Exhibit Description Page No.
*(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...........
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* Previously filed.
Exhibit (c)(10)
Resolution of Conrail Inc.
Board of Directors
November 4, 1996
Rights Agreement
RESOLVED that, the Board of Directors (including a
majority of Continuing Directors (as such term is defined in
the Rights Agreement referred to below) finds it advisable
and in the best interests of the Corporation that the Board
of Directors (including a majority of Continuing Directors)
determine, and it hereby so determines, in accordance with
Section 3(a)(ii) of the Rights Agreement dated as of July
19, 1989, as amended, between the Corporation and The First
Chicago Trust Company of New York, as the Rights Agent (the
"Rights Agreement"), that the Distribution Date (as such
term is defined in the Rights Agreement) shall be the close
of business on the tenth day after the Shares Acquisition
Date (as such term is defined in the Rights Agreement)
(i.e., the same date as would have been the Distribution
Date under Section 3(a)(i) of the Rights Agreement) for all
purposes under the Rights Agreement, including without
limitation Sections 23 and 27 thereof.
