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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 9
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)
CONRAIL INC.
(Name of Person(s) Filing Statement)
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)
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)
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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INTRODUCTION
Conrail Inc. ("Conrail") hereby amends and supplements its
Solicitation/Recommendation Statement on Schedule 14D-9, originally
filed on October 16, 1996, as amended on October 25, 1996, November 1,
1996, November 4, 1996, November 6, 1996, November 7, 1996, November
8, 1996, November 13, 1996 and November 18, 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 19, 1996, Conrail and CSX issued a joint press
release, the full text of which is attached as Exhibit (a)(20) hereto
and incorporated herein by reference, with respect to the hearing held
on November 18 and 19, 1996 in the United States District Court for
the Eastern District of Pennsylvania.
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)(20) Text of press release issued by Conrail and
CSX dated November 19, 1996.
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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 20, 1996
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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..........................
*(a)(19) Text of press release issued by Conrail and
CSX, dated November 13, 1996....................
(a)(20) Text of press release issued by Conrail and
CSX, dated November 19, 1996....................
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Exhibit Description Page No.
- ------- ----------- --------
(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...................
*(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............
*(c)(12) Second Amended Complaint in Norfolk
Southern et. al. v. Conrail Inc., et al.,
No. 96-CV-7167, filed on November 15, 1996 in
the United States District Court for the
Eastern District of Pennsylvania................
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* Previously filed
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EXHIBIT (a)(20)
FOR IMMEDIATE RELEASE
CONTACTS:
CSX Corporation Conrail Inc.
Thomas E. Hoppin Craig R. MacQueen
(804) 782-1450 (215) 209-4594
Richard Wolff Abernathy MacGregor Group
Kekst and Company Joele Frank/Dan Katcher
(212) 593-2655 (212) 371-5999
FEDERAL COURT DENIES NORFOLK SOUTHERN'S MOTION;
PURCHASE OF SHARES IN TENDER OFFER EXPECTED
TO OCCUR PROMPTLY AFTER EXPIRATION
ON NOVEMBER 20
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Philadelphia, PA, (November 19, 1996) -- CSX Corporation
(CSX) (NYSE:CSX) and Conrail Inc. (Conrail) (NYSE:CRR) said today that
they are pleased with the decision of the United States District Court
for the Eastern District of Pennsylvania denying Norfolk Southern
Corporation's motion for a preliminary injunction to block completion
of CSX's $110 cash tender offer for 19.9% of Conrail shares
outstanding.
John W. Snow, CSX's chairman, president and chief executive
officer, and David M. LeVan, Conrail's chairman, president and chief
executive officer, issued the following statement:
"We are gratified with the Court's decision, which enables
us to proceed as planned with CSX's tender offer -- the first step in
the CSX - Conrail merger. The purchase of shares in the tender offer
is expected to occur promptly after the scheduled expiration at
midnight Eastern time on Wednesday, November 20th, and will provide
nearly $2 billion in cash to Conrail shareholders for approximately
19.9% of Conrail's outstanding voting stock. We are fully committed to
completing our strategic merger, which we believe is clearly the
superior business combination."
CSX Corporation, headquartered in Richmond, Va., is an
international transportation company offering a
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variety of rail, container-shipping, intermodal, trucking, barge, and
contract logistics management services.
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.
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