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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 6
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, November 6, 1996 and November 7, 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 8, 1996, Conrail issued a press release, the full
text of which is attached as Exhibit (a)(18) hereto and incorporated
herein by reference, advising Conrail's shareholders that they need
not take any immediate action with respect to the revised unsolicited
Norfolk tender offer for all outstanding Shares at $110 per Share, net
to the seller in cash.
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)(18) Text of press release issued by Conrail,
dated November 8, 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 8, 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....................
(b) Not applicable............................
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*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......
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* Previously filed.
EXHIBIT (A)(18)
FOR IMMEDIATE RELEASE
CONTACTS:
Conrail Inc. Abernathy MacGregor Group
Craig MacQueen Joele Frank/Judith Wilkinson
(215) 209-4594 (212) 371-5999
CONRAIL ADVISES SHAREHOLDERS TO AWAIT BOARD RESPONSE
TO NORFOLK SOUTHERN'S REVISED UNSOLICITED OFFER
BEFORE TAKING ANY ACTION
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Philadelphia, PA, (November 8, 1996) -- Conrail Inc.
[NYSE:CRR] today advised shareholders that they need not take any
action at this time with respect to the revised unsolicited tender
offer announced today by Norfolk Southern Corp. [NYSE: NSC], and that
shareholders should await the response of the Conrail Board. Conrail
said that, while the Board would promptly review the revised tender
offer, its Board had already carefully considered the relative merits
of a merger with Norfolk Southern rather than with CSX and the Board
had unanimously determined that a merger with CSX was in the best
interests of Conrail and its constituencies. Nevertheless, Conrail
said that Norfolk Southern's revised unsolicited tender offer would be
reviewed and the Conrail Board would advise shareholders of its
response.
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.
