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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 13
to
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
Pursuant to Section 14(d)(4)
of the Securities Exchange Act of 1934
CONRAIL INC.
(Name of Subject Company)
CONRAIL INC.
(Name of Person(s) Filing Statement)
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 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 and January 3, 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 at the end thereof:
On January 9, 1997, the United States District Court for the
Eastern District of Pennsylvania denied the motions of Norfolk and the
shareholder-plaintiffs for a preliminary injunction to invalidate the
Exclusivity Period and to enjoin the shareholder vote scheduled for
January 17, 1997, and the motion for summary judgment that CSX and
Conrail's directors and executive officers had together violated the
provisions of Subchapter 25E. On January 9, 1997, Conrail and CSX
issued a joint press release relating to the United States District
Court decision. A copy of the United States District Court's decision
and the joint press release relating thereto are attached hereto as
Exhibits (c)(11) and (a)(20), are incorporated herein by reference and
qualify the foregoing summary in its entirety.
On January 9, 1997, the STB issued a decision rejecting as
premature and unwarranted at this time Norfolk's petition challenging
the extension of the Exclusivity Period to December 31, 1998. The text
of the STB decision is attached hereto as Exhibit (c)(12), is
incorporated herein by reference and qualified the foregoing summary
in its entirety.
CSX has filed with the Securities and Exchange Commission a
Registration Statement on Form S-4
<PAGE>
(Registration No. 333-19523) containing a Joint Proxy
Statement/Prospectus relating to the special meetings of shareholders
with respect to the Merger, which includes, among other things, pro
forma financial statements and notes thereto relating to the CSX
Transactions.
On January 7, 1997, Norfolk announced that it extended the
Norfolk Offer until midnight on January 24, 1997.
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)(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).
(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)(12) to the Second CSX 14D-9).
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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 10, 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)...............
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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)........
(b) Not applicable.....................................
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Exhibit Description Page No.
- ------- ----------- --------
*(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..................................
*(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....................................
<PAGE>
Exhibit Description Page No.
- ------- ----------- --------
*(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
