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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 15
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 and January 14, 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 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)(22) hereto and is incorporated
herein by reference.
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)(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>
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) 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)........................................
<PAGE>
Exhibit Description Page No.
- ------- ----------- --------
*(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)..........
*(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)......
<PAGE>
Exhibit Description Page No.
- ------- ----------- --------
(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 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).............................
*(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.............................
<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..............
*(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)...
*(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
