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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 18
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 November 6, 1996, and amended on November 7, 1996, November
8, 1996, November 13, 1996, November 18, 1996, November 20, 1996,
November 21, 1996, November 26, 1996, December 3, 1996, December 6,
1996, December 12, 1996, December 20, 1996, January 3, 1997, January
10, 1997, January 14, 1997, January 16, 1997, January 21, 1997 and
January 27, 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 January 29, 1997, CSX and Conrail jointly published an
advertisement, a copy of which is attached hereto as Exhibit (a)(28)
and is incorporated herein by reference.
On January 31, 1997, Conrail issued a press release announcing
that it had designated December 19, 1997 as the date for its 1997
annual shareholder meeting. A copy of the text of the press release is
attached hereto as Exhibit (a)(29), is incorporated herein by
reference and foregoing summary is qualified in its entirety by
reference to such Exhibit.
On January 31, 1997, Conrail, CSX and Norfolk issued a joint
press release regarding their meeting held on January 31, 1997. A copy
of the text of the press release is attached hereto as Exhibit
(a)(30), is incorporated herein by reference and foregoing summary is
qualified in its entirety by reference to such Exhibit.
Following the consummation of the amended Norfolk Offer on
February 4, 1997, the Employee Benefits Trust ("EBT") will use the
proceeds received from the tender of Shares pursuant to the amended
Norfolk Offer to purchase additional Shares in the market. Following
the consummation of the amended Norfolk Offer, it is anticipated that
the ESOP will use the proceeds received from the tender of Shares
pursuant
<PAGE>
to the amended Norfolk Offer and any additional proceeds remaining
from the First CSX Offer to purchase additional Shares in the market.
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:
(a)(28) Text of joint advertisement published by Conrail and
CSX on January 29, 1997 (incorporated by reference to
Exhibit (a)(23) to the Second CSX 14D-9)
(a)(29) Text of press release issued by Conrail on January 31,
1997 (incorporated by reference to Exhibit (a)(24) to
the Second CSX 14D-9)
(a)(30) Text of joint press release issued by Conrail, CSX and
Norfolk on January 31, 1997 (incorporated by reference
to Exhibit (a)(25) to the Second CSX 14D-9)
<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 February 3, 1997
<PAGE>
EXHIBIT INDEX
Exhibit Description Page No.
- ------- ----------- --------
*(a)(1) Text of press release issued by Conrail dated
October 23, 1996 (incorporated by reference to
Exhibit (a)(9) to the Solicitation/Recommendation
Statement on Schedule 14D-9 of Conrail Inc. dated
October 16, 1996, as amended (the "CSX
14D-9"))............................................
*(a)(2) Text of press release issued by Norfolk, dated
October 23, 1996 (incorporated by reference to
Exhibit (a)(8) to the CSX 14D-9)....................
*(a)(3) Text of press release issued by Conrail and CSX
dated November 6, 1996..............................
*(a)(4) Letter to shareholders of Conrail dated November
6, 1996.............................................
*(a)(5) Text of press release issued by Conrail, dated
November 7, 1996 (incorporated by reference to
Exhibit (a)(16) to the CSX
14D-9)..............................................
*(a)(6) Text of press release issued by Conrail, dated
November 7, 1996 (incorporated by reference to
Exhibit (a)(17) to the CSX 14D-9)...................
*(a)(7) Text of press release issued by Conrail, dated
November 8, 1996 (incorporated by reference to
Exhibit (a)(18) to the CSX 14D-9)...................
*(a)(8) Text of press release issued by Conrail and CSX,
dated November 13, 1996 (incorporated by reference
to Exhibit (a)(19) to the CSX 14D-9)................
*(a)(9) Text of press release issued by Conrail and CSX
dated November 19, 1996 (incorporated by reference
to Exhibit (a)(20) to the CSX 14D-9)................
*(a)(10) Text of press release issued by Conrail and CSX
dated November 20, 1996 (incorporated by reference
to Exhibit (a)(21) to the CSX 14D-9)................
*(a)(11) Text of press release issued by CSX dated November
21, 1996 (incorporated by reference to Exhibit
(a)(22) to the CSX 14D-9)...........................
<PAGE>
Exhibit Description Page No.
- ------- ----------- --------
*(a)(12) Text of press release issued by Conrail, dated
November 25, 1996...................................
*(a)(13) Text of press release issued by CSX, dated
November 26, 1996 (incorporated by reference to
Exhibit (a)(23) to the CSX 14D-9)...................
*(a)(14) Text of press release issued by Conrail and CSX
dated December 5, 1996..............................
*(a)(15) Text of press release issued by Conrail and CSX
dated December 10, 1996 (incorporated by reference
to Exhibit (a)(8) to the Solicitation/
Recommendation Statement on Schedule 14D-9 of
Conrail dated December 6, 1996, as amended,
relating to the second tender offer by
CSX (the "Second CSX 14D-9")).......................
*(a)(16) Text of press release issued by CSX and Conrail
dated December 19, 1996 (incorporated by reference
to Exhibit (a)(12) to the Second CSX 14D-9).........
*(a)(17) Text of press release issued by Conrail dated
December 20, 1996 (incorporated by reference to
Exhibit (a)(13) to the Second CSX 14D-9)............
*(a)(18) Text of joint advertisement published by Conrail
and CSX on December 10, 1996 (incorporated by
reference to Exhibit (a)(14) to the Second CSX
14D-9)..............................................
*(a)(19) Text of joint advertisement published by Conrail
and CSX on December 12, 1996 (incorporated by
reference to Exhibit (a)(15) to the Second CSX
14D-9)..............................................
*(a)(20) Text of joint press release issued by Conrail and
CSX on January 9, 1997 (incorporated by reference
to Exhibit (a)(16) to the Second CSX 14D-9).........
*(a)(21) Text of joint press release issued by Conrail and
CSX on January 13, 1997 (incorporated by reference
to Exhibit (a)(17) to the Second CSX 14D-9).........
*(a)(22) Text of joint press release issued by Conrail and
CSX dated January 15, 1997 (incorporated by
reference to Exhibit (a)(18) to the Second CSX
14D-9)..............................................
<PAGE>
Exhibit Description Page No.
- ------- ----------- --------
*(a)(23) Text of press release issued by Conrail dated
January 17, 1997 (incorporated by reference to
Exhibit (a)(19) to the Second CSX 14D-9)............
*(a)(24) Text of press release issued by Conrail dated
January 28, 1997....................................
*(a)(25) Letter to shareholders of Conrail dated January
28, 1997............................................
*(a)(26) Text of press release issued by Conrail dated
January 22, 1997....................................
*(a)(27) Text of press release issued by Conrail dated
January 23, 1997 ...................................
(a)(28) Text of joint advertisement published by Conrail
and CSX on January 29, 1997 (incorporated by
reference to Exhibit (a)(23) to the Second CSX
14D-9)..............................................
(a)(29) Text of press release issued by Conrail on January
31, 1997 (incorporated by reference to Exhibit
(a)(24) to the Second CSX 14D-9)....................
(a)(30) Text of joint press release issued by Conrail, CSX
and Norfolk on January 31, 1997 (incorporated by
reference to Exhibit (a)(25) to the Second CSX
14D-9)..............................................
(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 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 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 CSX 14D-9).......
<PAGE>
Exhibit Description Page No.
- ------- ----------- --------
*(c)(4) First Amended Complaint in Norfolk Southern et al.
v. Conrail Inc., et al., No. 96-CV- 7167, filed on
October 28, 1996 in the United States District
Court for the Eastern District of Pennsylvania
(incorporated by reference to Exhibit (c)(9) to
the CSX 14D-9)......................................
*(c)(5) 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
(incorporated by reference to Exhibit (c)(12) to
the CSX 14D-9)......................................
*(c)(6) 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 November 20, 1996.........................
*(c)(7) Conrail's Definitive Proxy Statement, dated
November 25, 1996..................................
*(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........................................
*(c)(9) Second Amendment to Agreement and Plan of Merger
dated as of December 18, 1996, (incorporated by
reference to Exhibit (c)(10) to the Second CSX
14D-9)..............................................
*(c)(10) Form of Amended and Restated Voting Trust
Agreement (incorporated by reference to Exhibit
(c)(11) to the Second CSX 14D-9)....................
*(c)(11) 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 (incorporated by
reference to Exhibit (c)(12) to the Second CSX
14D-9)..............................................
<PAGE>
Exhibit Description Page No.
- ------- ----------- --------
*(c)(12) Text of STB Decision No. 5 of STB Finance Docket
No. 33220 dated January 8, 1997 (incorporated by
reference to Exhibit (c)(13) to the Second CSX
14D-9)..............................................
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* Previously filed
