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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 November 6, 1996, and amended on November 7, 1996 and
November 8, 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 2. Tender Offer of the Bidder.
Item 2 of the Norfolk Schedule 14D-9 is hereby amended and
supplemented by adding the following text at the end thereof:
On November 8, 1996, Norfolk announced that it had amended the
Norfolk Offer to purchase all of the outstanding Shares at $110 per
Share, rather than $100 per Share (as so amended, the "Norfolk Offer
Price"), net to the seller in cash and without interest (as so
amended, the "Norfolk Offer"). The other terms and conditions of the
Norfolk Offer set forth in the Norfolk Offer to Purchase were not
amended by Norfolk. As described earlier in this Item 2 of the Norfolk
Schedule 14D-9, the Norfolk Offer remains subject to certain
conditions, which can only be satisfied if the Conrail Board takes
action, which it has agreed under the CSX Merger Agreement not to take
until after July 12, 1997. In addition, on and after July 12, 1997,
the CSX Merger Agreement provides that certain conditions must be
satisfied in order for the Conrail Board to take any such action and,
in any event, the Conrail Board has no obligation under the PBCL to
agree to or recommend any takeover proposal (such as the Proposed
Norfolk Transactions) or to take any such action to facilitate any
such takeover proposal.
Item 4. The Solicitation or Recommendation.
Item 4(a) of the Norfolk Schedule 14D-9 is hereby amended and
supplemented by adding the following text at the end thereof:
<PAGE>
THE CONRAIL BOARD CONTINUES TO UNANIMOUSLY RECOMMEND THAT THE
SHAREHOLDERS OF CONRAIL SHOULD NOT TENDER THEIR SHARES PURSUANT TO THE
NORFOLK OFFER, AND THAT SHAREHOLDERS WHO DESIRE TO RECEIVE CASH NOW
FOR A PORTION OF THEIR SHARES SHOULD TENDER THEIR SHARES PURSUANT TO
THE CSX OFFER.
On November 13, 1996, the Conrail Board unanimously approved the
issuance of the joint Conrail-CSX press release announcing the
foregoing recommendation of the Conrail Board, the full text of which
is attached as Exhibit (a)(8) hereto 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)(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).
<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 13, 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)...........................................
(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)...........................................
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* Previously filed
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Exhibit Description Page No.
- ------- ----------- --------
*(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) 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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* Previously filed
