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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 14*
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
(*) Representing the final amendment hereto.
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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, January 10, 1997, January 14, 1997, January 16, 1997,
January 21, 1997, January 28, 1997, February 3, 1997,
February 12, 1997, March 7, 1997 and April 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 thereto:
Following expiration of the Offer at 5:00 pm, New
York City time, on May 23, 1997, Purchaser, CSX and Norfolk
filed an amendment to the Schedule 14D-1 in which they stated
that Purchaser has been informed by the depositary for the
Offer that 57,407,389 Shares (including 8,937,900 Shares
tendered pursuant to guaranteed delivery procedures),
representing approximately 94% of Shares not already owned by
Purchaser, CSX or Norfolk, were tendered pursuant to the
Offer.
<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
---------------------------
Name: John A. McKelvey
Title: Senior Vice President--
Finance
Dated as of May 29, 1997
<PAGE>
EXHIBIT INDEX
Page
Exhibit Description 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 INDEX
Page
Exhibit Description 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..............
*(a)(18) Text of joint press release issued by
Conrail and CSX dated January 15, 1997..............
*(a)(19) Text of press release issued by Conrail
dated January 19, 1997..............................
*(a)(20) Text of press release issued by Conrail
dated January 22, 1997 (incorporated by
reference to Exhibit (a)(26) to the Norfolk
14D-9)..............................................
*(a)(21) Text of press release issued by Conrail
dated January 23, 1997 (incorporated by
reference to Exhibit (a)(27) to the Norfolk
14D-9)..............................................
*(a)(22) Text of press release issued by Conrail
dated January 28, 1997 (incorporated by
reference to Exhibit (a)(24) to the Norfolk
14 D-9).............................................
*(a)(23) Text of joint advertisement published by
Conrail and CSX on January 29, 1997.................
*(a)(24) Text of press release issued by Conrail on
January 31, 1997....................................
*(a)(25) Text of joint press release issued by
Conrail, CSX and Norfolk on January 31, 1997........
*(a)(26) Text of press release issued by Norfolk
dated February 10, 1997.............................
*(a)(27) Text of press release issued by Conrail
dated February 10, 1997 ............................
*(a)(28) Text of press release issued by CSX dated
February 14, 1997 ..................................
<PAGE>
EXHIBIT INDEX
Page
Exhibit Description No.
*(a)(29) Text of press release issued by Conrail
dated March 3, 1997.................................
*(a)(30) Supplement to the Offer to Purchase dated
March 7, 1997 (incorporated by reference to
Exhibit (a)(32) to the CSX 14D-1)...................
*(a)(31) Text of press release issued by Conrail
dated March 7, 1997.................................
*(a)(32) Letter to shareholders dated March 7, 1997..........
*(a)(33) Opinion of Lazard Freres & Co. LLC dated
March 7, 1997.......................................
*(a)(34) Opinion of Morgan Stanley & Co. Incorporated
dated March 7, 1997.................................
*(a)(35) Third Supplement to the Offer to Purchase
dated April 10, 1997 (incorporated by
reference to Exhibit (a)(38) to the CSX
14D-1)..............................................
*(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)...........
<PAGE>
EXHIBIT INDEX
Page
Exhibit Description No.
*(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)........................................
*(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..............
<PAGE>
EXHIBIT INDEX
Page
Exhibit Description No.
*(c)(14) Third Amendment dated as of March 7, 1997 to
the Agreement and Plan of Merger
(incorporated by reference to
Exhibit (c)(12) to the CSX 14D-1)...................
*(c)(15) Form of Amended and Restated Voting Trust
Agreement (incorporated by reference to
Exhibit (c)(13) to the CSX 14D-1)...................
*(c)(16) Letter Agreement between CSX and Norfolk,
dated as of April 8, 1997 (incorporated by
reference to Exhibit (c)(14) of the CSX
14D-1)...............................................
*(c)(17) 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
