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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
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 December 6, 1996 (as amended, the "CSX Schedule 14D-9"),
with respect to an offer by Green Acquisition Corp., a Pennsylvania
corporation ("Purchaser") and a wholly owned subsidiary of CSX
Corporation, a Virginia corporation ("CSX"), to purchase up to an
aggregate of 18,344,845 Shares of Conrail. Capitalized terms not
defined herein have the meanings assigned thereto in the CSX
Schedule 14D-9.
<PAGE>
Item 8. Additional Information to be Furnished.
Item 8 of the CSX 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 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 receipt of
the Pennsylvania Shareholder Approval.
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)(8) and incorporated herein by reference.
<PAGE>
Item 9. Materials to be filed as Exhibits.
Item 9 of the CSX Schedule 14D-9 is hereby amended and
supplemented by adding the following text thereto:
(a)(8) Text of press release issued by CSX and
Conrail dated December 10, 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 December 12, 1996
<PAGE>
EXHIBIT INDEX
Exhibit Description Page No.
*(a)(1) Offer to Purchase dated December 6, 1996
(incorporated by reference to Exhibit
(a)(1) to CSX's and Purchaser's Tender Offer
Statement on Schedule 14D-1 dated
December 6, 1996, as amended (the "CSX
14D-1"))..............................................
*(a)(2) Letter of Transmittal (incorporated by
reference to Exhibit (a)(2) to the CSX
14D-1)................................................
*(a)(3) Text of press release issued by CSX dated
December 6, 1996 (incorporated by reference
to Exhibit (a)(7) to the CSX 14D-1)...................
*(a)(4) Letter to shareholders of Conrail dated
December 6, 1996......................................
*(a)(5) Form of Summary Advertisement dated
December 6, 1996 (incorporated by reference to
Exhibit (a)(5) to the CSX 14D-1)......................
*(a)(6) Opinion of Lazard Freres & Co. LLC
(incorporated by reference to
Exhibit (a)(14) to the Solicitation/Recommendation
Statement on Schedule 14D-9 of Conrail
dated October 16, 1996, as amended,
relating to the First Offer (the
"First 14D-9")).......................................
*(a)(7) Opinion of Morgan Stanley & Co.
Incorporated (incorporated by reference to
Exhibit (a)(15) to the First 14D-9)...................
(a)(8) Text of press release issued by Conrail and
CSX dated December 10, 1996...........................
(b) Not applicable........................................
*(c)(1) Agreement and Plan of Merger dated as of
October 14, 1996 (incorporated by reference
to Exhibit (c)(1) to CSX's and Purchaser's
Tender Offer Statement on Schedule 14D-1
dated October 16, 1996, as amended,
relating to the First Offer (the "First CSX
14D-1"))..............................................
<PAGE>
*(c)(2) First Amendment to Agreement and Plan of
Merger dated as of November 5, 1996
(incorporated by reference to Exhibit
(c)(7) to the First CSX 14D-1)........................
*(c)(3) Conrail Stock Option Agreement dated as of
October 14, 1996 (incorporated by reference
to Exhibit (c)(2) to the First CSX 14D-1).............
*(c)(4) CSX Stock Option Agreement dated as of
October 14, 1996 (incorporated by reference
to Exhibit (c)(3) to the First CSX 14D-1).............
*(c)(5) Voting Trust Agreement dated as of
October 15, 1996 (incorporated by reference to
Exhibit (c)(4) to the First CSX 14D-1)................
*(c)(6) Employment Agreement of Mr. LeVan dated as
of October 14, 1996 (incorporated by
reference to Exhibit (c)(5) to the First
14D-9)................................................
*(c)(7) Change of Control Agreement of Mr. LeVan
dated as of October 14, 1996 (incorporated
by reference to Exhibit (c)(6) to the First
14D-9)................................................
*(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
(incorporated by reference to
Exhibit (c)(8) to the Solicitation/Recommendation
Statement on Schedule 14D-9 of Conrail
dated November 6, 1996, as amended, relating to
the Norfolk Offer)....................................
*(c)(9) Pages 4-5 and 9-14 of Conrail's Proxy
Statement dated April 3, 1996 (incorporated
by reference to Exhibit (c)(7) to the
First 14D-9)
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* Previously filed
EXHIBIT (A)(8)
FOR IMMEDIATE RELEASE
CONTACTS:
CSX Corporation Conrail Inc.
Thomas E. Hoppin Craig R. MacQueen
(804) 782-1450 (215) 209-4594
Kekst and Company Abernathy MacGregor Group
Richard Wolff Joele Frank/Matthew Sherman
(212) 593-2655 (212) 371-5999
CSX AND CONRAIL ANNOUNCE JOINT EFFORT
TO BRING COMPETITIVE BENEFITS TO CUSTOMERS
Richmond, VA and Philadelphia, PA (December 10, 1996) -
CSX Corporation (CSX) [NYSE: CSX] and Conrail Inc. (Conrail)
[NYSE: CRR] announced today that they have jointly begun an
effort that will bring even more competitive benefits to
customers who will be served by their merged railroad.
The companies said that a joint CSX-Conrail team would
work to assure that so-called two-to-one customers --
customers who are today served by only CSX and Conrail --
will fully participate in the benefits of this
pro-competitive merger. The joint team will meet with
representatives of other major carriers who have expressed
interest in the opportunities afforded by this process.
The negotiations are confidential business discussions,
and the companies will not comment on them until agreements
have been reached. At that time, the agreements will be made
available to the public and submitted to the Surface
Transportation Board as part of the merger review process.
CSX Corporation, headquartered in Richmond, VA, is an
international transportation company offering a variety of
rail, container-shipping, intermodal, trucking, barge and
contract logistics management services. CSX's home page can
be reached at http://www.CSX.com.
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. Conrail's home page
can be reached at http://www.CONRAIL.com.
