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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 5
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, and amended on December 12, 1996, December
20, 1996, January 3, 1997 and January 10, 1997 (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.
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 January 13, 1997, Norfolk issued a press release
announcing that it would offer to purchase Shares representing 9.9% of
the outstanding Shares for $115 per Share, in the event that Conrail
shareholders do not approve the amendment to the Conrail Articles of
Incorporation opting out of Subchapter E of the PBCL at the
Pennsylvania Special Meeting to be held on January 17, 1997.
On January 13, 1997, Conrail and CSX issued a joint press
release stating that no transaction between Conrail and Norfolk can
occur until January 1999 at the earliest, and that Conrail and CSX do
not believe that the STB can require the consummation of a merger that
has not been approved by the Conrail Board of Directors. A copy of the
text of the press release is attached hereto as Exhibit (a)(17) and is
incorporated herein by reference, and the foregoing summary is
qualified in its entirety by reference to such exhibit.
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)(17) Text of joint press release issued by Conrail
and CSX dated January 13, 1997
<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 January 14, 1997
<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...................
*(a)(9) Opinion of Lazard Freres & Co. LLC dated
December 18, 1996.............................
*(a)(10) Opinion of Morgan Stanley & Co. Incorporated
dated December 18, 1996.......................
*(a)(11) Supplement to the Offer to Purchase dated
December 19, 1996 (incorporated by reference
to Exhibit (a)(15) to the 14D-1)..............
*(a)(12) Text of press release issued by CSX and
Conrail dated December 19, 1996...............
<PAGE>
Exhibit Description Page No.
- ------- ----------- --------
*(a)(13) Text of press release issued by Conrail
dated December 20, 1996.......................
*(a)(14) Text of advertisement published by Conrail
and CSX on December 10, 1996..................
*(a)(15) Text of advertisement published by Conrail
and CSX on December 12, 1996..................
*(a)(16) Text of joint press release issued by
Conrail and CSX dated January 9, 1997.........
(a)(17) Text of joint press release issued by
Conrail and CSX dated January 13, 1997........
*(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"))..................................
*(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)..................................
<PAGE>
Exhibit Description Page No.
- ------- ----------- --------
*(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)..................................
*(c)(10) Second Amendment to Agreement and Plan of
Merger dated as of December 18, 1996
(incorporated by reference to Exhibit (c)(6)
to the 14D-1).................................
*(c)(11) Form of Amended and Restated Voting Trust
Agreement (incorporated by reference to
Exhibit (c)(7) to the 14D-1)..................
*(c)(12) Text of opinion of Judge Donald VanArtsdalen
of the United States District Court for the
Eastern District of Pennsylvania as
delivered from the bench on
January 9, 1997...............................
*(c)(13) Text of STB Decision No. 5 of STB Finance
Docket No. 33220 dated January 8, 1997........
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* Previously filed
EXHIBIT (A)(17)
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 / Dan Katcher
(212) 593-2655 (212) 371-5999
Richmond, VA and Philadelphia, PA (January 13, 1996) -- CSX
Corporation [NYSE:CSX] and Conrail Inc. [NYSE:CRR] issued the
following statement:
"Today's announcement by Norfolk Southern changes nothing. The
fact is the CSX-Conrail merger is the only transaction where Conrail
shareholders can receive value for 100% of their shares. No
transaction with Norfolk Southern can occur until January 1999, at the
earliest.
"Norfolk Southern has misrepresented the implications of the
Surface Transportation Board's (STB) decision which refused to
invalidate the two-year exclusivity provision. CSX and Conrail believe
that the STB cannot require the consummation of a merger that has not
been approved by the Conrail Board of Directors."
CSX, 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 on the Internet 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 on the Internet can be reached at
http://www.CONRAIL.com.
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