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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 6
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, January 10, 1997 and January 14, 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:
On January 15, 1997, the United States Court of Appeals for the
Third Circuit (the "Third Circuit") denied Norfolk's motion for an
order enjoining the Pennsylvania Special Meeting pending the appeal of
the decision of the United States District Court for the Eastern
District of Pennsylvania denying Norfolk's motion, among other things,
for a preliminary injunction on the grounds that the Exclusivity
Period contained in the Merger Agreement is invalid and that a control
transaction under Subchapter 25E of the PBCL had occurred. Conrail and
CSX issued a joint press release on January 15 with respect to such
denial of Norfolk's motion by the Third Circuit. A copy of the press
release is attached as Exhibit (a)(18) hereto and is incorporated
herein by reference.
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)(18) Text of joint press release issued by Conrail
and CSX on January 15, 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 16, 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........
(a)(18) Text of joint press release issued by
Conrail and CSX dated January 15, 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 Solicitatio 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)(18)
CONTACT: CSX Conrail
Thomas E. Hoppin Craig R. MacQueen
(804) 782-1450 (215) 209-4594
Kekst and Company Abernathy MacGregor Group
Richard Wolff Dan Katcher/Matt Sherman
(212) 593-2655 (212) 371-5999
FOR IMMEDIATE RELEASE
APPEALS COURT REJECTS NORFOLK SOUTHERN'S REQUEST TO
ENJOIN CONRAIL SHAREHOLDER VOTE
RICHMOND, VA, and PHILADELPHIA, PA, January 15, 1997--CSX
Corp. (CSX) (NYSE: CSX) and Conrail Inc. (Conrail) (NYSE: CRR) today
announced that they are pleased with the decision by the United States
Court of Appeals for the Third Circuit rejecting Norfolk Southern's
application for an injunction pending appeal of the January 9 decision
by the U.S. District Court for the Eastern District of Pennsylvania.
CSX and Conrail today issued the following statement:
"We are pleased that the U.S. Court of Appeals has refused to
enjoin the Conrail shareholder meeting set for Friday, January 17.
This is another blow to Norfolk Southern's continuing hostile attempts
to derail the merger of Conrail and CSX. We now look forward to moving
ahead towards the completion of our strategic merger."
<PAGE>
The District Court decision rejected Norfolk Southern's motion
for a preliminary injunction to invalidate the exclusivity period
contained in the merger agreement between CSX and Conrail and enjoin
the shareholder vote scheduled for January 17. In its application to
the Third Circuit Court of Appeals, Norfolk Southern sought to enjoin
the Conrail shareholder vote scheduled for January 17 until its appeal
of the District Court decision could be heard.
CSX Corporation, 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 can be reached at
http://www.CSX.com.
Conrail, with corporate headquarters in Philadelphia, Pa.,
operates an 11,000-mile freight network in 12 northeastern and
midwestern states, the District of Columbia, and the Province of
Quebec. Conrail's home page can be reached at http://www.CONRAIL.com.
