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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 10
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)
-----------------------------
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)
-----------------------------
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)
-----------------------------
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, January 14, 1997, January
16, 1997, January 21, 1997, January 28, 1997 and February 3, 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 February 10, 1997, Norfolk issued a press release
announcing, among other things, that it has nominated a slate of five
directors to the Conrail Board. Norfolk also announced in its press
release that the final proration factor for the amended Norfolk Offer
is approximately 12.6 percent. A copy of the press release is attached
hereto as Exhibit (a)(26), is incorporated herein by reference and the
foregoing summary is qualified in its entirety by reference to such
Exhibit.
On February 10, 1997, Conrail issued a press release in
response to the Norfolk proposed director slate, announcing that the
terms of the proposal are invalid under Pennsylvania law and also
appear to violate Federal transportation law. A copy of the press
release is attached hereto as Exhibit (a)(27), is incorporated herein
by reference and the foregoing summary is qualified in its entirety by
reference to such Exhibit.
<PAGE>
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)(26) Text of press release issued by Norfolk
on February 10, 1997.
(a)(27) Text of press release issued by Conrail
on February 10, 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/ John A. McKelvey
---------------------------------
Name: John A. McKelvey
Title: Senior Vice President--
Finance
Dated as of February 12, 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>
*(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 ...................
<PAGE>
*(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)....................................
*(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).............
<PAGE>
*(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)(26)
Norfolk South. Nominates 5 Directors to Conrail Bd
FORM TYPE: PRNews
ISSUER: CONRAIL INC.
SYMBOL: CRR
NORFOLK, Va., Feb. 10/PRNewswire/ -- Norfolk Southern Corporation
announced today that it has nominated a slate of five directors to
serve on the board of Conrail Inc. and said it would also seek to
remove all but three current members of the Conrail board.
In addition, Norfolk Southern said it proposed reducing the size
of Conrail's board of directors from thirteen to eight and
"declassifying" the board, which would change the current system of
electing Conrail directors on a staggered basis and instead require
that they all be elected annually by the shareholders.
The proposals, which were delivered to Conrail today, are to be
considered at the annual meeting of Conrail shareholders. Conrail has
scheduled the annual meeting -- usually held in April or May -- for
December 19, 1997. Atlantic Investment Company, the wholly owned
Norfolk Southern subsidiary that submitted the proposals, said it is
seeking to replace most of the Conrail board with directors who are
committed to evaluating fairly and impartially all acquisition
proposals for Conrail and to seeking the most advantageous transaction
for Conrail shareholders.
The nominees include:
George A. Butler, retired president of CoreStates Financial Corp.
in Philadelphia.
Stephen P. Lamb, a partner in the Wilmington, Del., law firm of
Lamb & Bouchard.
Mary Patterson McPherson, the president of Bryn Mawr College in
Bryn Mawr, Pa., who will join the Andrew W. Mellon Foundation in New
York later in the year.
Bernard C. Watson, chairman of the HMA Foundation in Philadelphia
and former president and chief executive officer of the William Penn
Foundation in Philadelphia.
J. Roger Williams, Jr., of counsel to the Philadelphia law firm
of Dilworth, Paxson, Kalish & Kauffman.
<PAGE>
Norfolk Southern said it would seek to remove all current Conrail
directors except for Daniel B. Burke, David B. Lewis and John C.
Marous. David R. Goode, Chairman, President and Chief Executive
Officer of Norfolk Southern, said that Norfolk Southern was forced to
submit the shareholder initiative today after Conrail announced that
it was delaying the annual shareholders meeting. By delaying the
meeting to late December, Conrail triggered a provision of its by-laws
requiring shareholders to submit nominations and proposals within ten
days. "We would have preferred waiting to submit these proposals,
especially now that both CSX and Conrail have agreed to meet and
discuss the issues facing us," Goode said. "However, Conrail's recent
action to delay the shareholders' meeting as long as possible imposed
a very short deadline on its own shareholders and we had to act to
protect shareholder interests."
Goode said that "a Norfolk Southern acquisition of Conrail is the
best opportunity for achieving balanced competition." And he
emphasized that "Conrail shareholders must get $115 in cash for each
of their shares."
Norfolk Southern also announced that on Tuesday it will commence
payment for the 8.2 million shares of Conrail which were accepted for
payment upon expiration of Norfolk Southern's 9.9 percent tender
offer. The offer was oversubscribed with more than 90 percent of the
Conrail shares held by shareholders other than CSX being tendered. The
final proration factor is approximately 12.6 percent for all Conrail
shares tendered.
Norfolk Southern intends to promptly commence a second $115 per
share all-cash tender offer for all of the remaining Conrail shares.
Conrail shareholders on January 17 overwhelmingly defeated
Conrail management's proposal to "opt out" of the Pennsylvania Fair
Value Statute, clearly signaling their preference for Norfolk
Southern's all-cash offer of $115 per share.
Norfolk Southern is a Virginia-based holding company with
headquarters in Norfolk, Va. It owns a major freight railroad, Norfolk
Southern Railway Company, which operates about 14,400 miles of road in
20 states, primarily in the Southeast and Midwest, and the Province of
Ontario, Canada. The corporation also owns North American Van Lines,
Inc., and Pocahontas Land Corporation, a natural resources company.
/FEDERAL FILINGS CONTACTS:
(202) 393-7856 FOR EDITORIAL
(800) 487-6162 FOR DOCUMENT SALES
(202) 628-8990 FOR NEWSWIRE SALES
& (888) FED-FILE FOR TECHNICAL SUPPORT./
(END) FEDERAL FILINGS-DOW JONES NEWS 02-10-97
16:44
02/10/97 16:44
:TICKER: CRR CSX NSC
:SUBJECT: RAIL BDDR PA VA INDG MNA
Copyright(c)1997 Federal Filings, Inc. - A Dow Jones
Information Services Co.
Received by NewsEDGE/LAN: 2/10/97 4:46PM
EXHIBIT (a)(27)
[Conrail logo]
FOR IMMEDIATE RELEASE
CONTACTS:
Conrail Inc.
Craig R. MacQueen
(215) 209-4594
Abernathy MacGregor Group
Dan Katcher/Matthew Sherman
(212) 371-5999
CONRAIL RESPONDS TO NORFOLK SOUTHERN
PROPOSED DIRECTOR SLATE
Philadelphia, PA (February 10, 1997) -- Conrail Inc. (NYSE: CRR)
said that, by putting up a slate of five directors, Norfolk Southern
has acknowledged that Conrail has a staggered board and recognizes
that it would take more than one annual meeting to replace a majority
of the Conrail directors. Conrail further stated that Norfolk
Southern's proposals to remove incumbent directors without cause prior
to the expiration of the terms to which they have been elected and to
reduce immediately the size of the Conrail board are invalid under
Pennsylvania law. Conrail said that Norfolk Southern's proposals to
seize control also appear to violate Federal transportation law.
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 can be reached at http://www.CONRAIL.com.
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