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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
* Constituting the final amendment to this Schedule 14D-9.
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<PAGE>
INTRODUCTION
Conrail Inc. ("Conrail") hereby amends and supplements its
Solicitation/Recommendation Statement on Schedule 14D-9, originally filed
on February 25, 1997 (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 8. Additional Information to be Furnished.
Item 8 of the Norfolk Schedule 14D-9 is hereby amended and
supplemented by adding the following text thereto:
On April 8, 1997, CSX and Norfolk entered into a letter agreement,
pursuant to which, among other things, Norfolk shall have terminated the
Norfolk Offer. A copy of such amendment has been filed as Exhibit (c)(4),
is incorporated by reference herein and the foregoing summary description
is qualified in its entirety by reference to such Exhibit.
In connection with the foregoing, on April 8, 1997, Conrail, CSX and
Purchaser entered into the Fourth Amendment to the Merger Agreement,
pursuant to which, among other things, Norfolk shall be added as a
co-bidder to the CSX Offer and a co-acquiror pursuant to the Merger. A copy
of such amendment has been filed as Exhibit (c)(5), is incorporated by
reference herein and the foregoing summary description is qualified in its
entirety by reference to such Exhibit.
On April 9, 1997, Norfolk filed an amendment to its Tender Offer
Statement on Schedule 14D-1 terminating the Norfolk Offer.
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:
(c)(4) Letter Agreement between CSX and Norfolk,
dated as of April 8, 1997 (incorporated by
reference to Exhibit (c)(14) to CSX's Tender
Offer Statement on Schedule 14D-1 dated
December 6, 1996, as amended (the "CSX
14D-1")).
(c)(5) Fourth Amendment to the Agreement and Plan of
Merger, dated as of April 8, 1997, among CSX,
Purchaser and Conrail (incorporated by
reference to Exhibit (c)(15) of the CSX
14D-1).
<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/ John A. McKelvey
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Name: John A. McKelvey
Title: Senior Vice President--
Finance
Dated as of April 10, 1997
<PAGE>
EXHIBIT INDEX
Exhibit Description Page No.
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*(a)(1) Letter to shareholders of Conrail dated
February 25, 1997..............................
(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
Solicitation/Recommendation Statement on
Schedule 14D-9 of Conrail Inc. dated
October 16, 1996, as amended (the "First CSX
14D-9")).......................................
*(c)(2) Employment Agreement of Mr. David M. LeVan
dated as of October 14, 1996 (incorporated
by reference to Exhibit (c)(5) to the First
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 First CSX 14D-9)........................
(c)(4) Letter Agreement between CSX and Norfolk,
dated as of April 8, 1997 (incorporated by
reference to Exhibit (c)(14) to CSX's Tender
Offer Statement on Schedule 14D-1 dated
December 6, 1996, as amended (the "CSX
14D-1")).......................................
(c)(5) Fourth Amendment to the Agreement and Plan
of Merger, dated as of April 8, 1997, among
CSX, Purchaser and Conrail (incorporated by
reference to Exhibit (c)(15) of the CSX
14D-1).........................................
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* Previously filed.
