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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 8
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, January 14, 1997, January
16, 1997 and January 21, 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 22, 1997, CSX and Purchaser extended the Second CSX
Offer until 5:00 p.m., Eastern Standard Time, on February 14, 1997.
On January 22, 1997, Norfolk amended its offer. Norfolk, through
a wholly owned subsidiary, is now offering to purchase up to 8.2
million Shares at $115 per Share, net to the seller in cash and
without interest.
On January 22, 1997, Conrail issue a press release in which it
reported its fourth quarter earnings and announced that for the third
consecutive quarter Conrail produced record results in net income,
earnings per share and operating ratio. A copy of the text of the
press release is attached as Exhibit (a)(20) hereto and is
incorporated herein by reference and the foregoing summary is
qualified in its entirety by reference to such Exhibit.
On January 23, 1997, Conrail issued a press release announcing
that the Conrail shareholders voted against the opt out proposal at
the Pennsylvania Special Meeting. A copy of the text of the press
release is attached as Exhibit (a)(21) hereto and is incorporated
herein by reference and the foregoing summary is qualified in its
entirety by reference to such Exhibit.
On January 28, 1997, Conrail issued a press release announcing
the position of the Conrail Board with respect to the amended Norfolk
Offer. A copy of the text of the press release is attached as Exhibit
(a)(22) hereto and 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)(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 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 28, 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........
*(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
14D-9)........................................
*(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).....
<PAGE>
Exhibit Description Page No.
- ------- ----------- --------
*(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)............................
*(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
