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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 9
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, January 21, 1997 and January
28, 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 29, 1997, CSX and Conrail jointly published
an advertisement, a copy of which is attached hereto as Exhibit
(a)(23) and is incorporated herein by reference.
On January 31, 1997, Conrail issued a press release
announcing that it had designated December 19, 1997, as the date
for its 1997 annual shareholders meeting. A copy of the text of
the press release is attached hereto as Exhibit (a)(24), is
incorporated herein by reference and the foregoing summary is
qualified in its entirety by reference to such Exhibit.
On January 31, 1997, Conrail, CSX and Norfolk issued a
joint press release regarding their meeting held on January 31,
1997. A copy of the text of the press release is attached hereto
as Exhibit (a)(25), is incorporated herein by reference and the
foregoing summary is qualified in its entirety by reference to
such Exhibit.
Following the consummation of the amended Norfolk
Offer on February 4, 1997, the Employee Benefits Trust
("EBT") will use the proceeds received from the tender of
Shares pursuant to the amended Norfolk Offer to purchase
additional Shares in the market. Following the consummation
of the amended Norfolk Offer, it is anticipated that the
ESOP will use the proceeds received from the tender of
Shares pursuant to the amended Norfolk Offer and any
additional proceeds remaining from the First CSX Offer to
purchase additional Shares in the market.
<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)(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.
<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
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Name: John A. McKelvey
Title: Senior Vice President--
Finance
Dated as of February 3, 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)(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)(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"))...................................
<PAGE>
Exhibit Description Page No.
*(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)......................
*(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).......
<PAGE>
Exhibit Description Page No.
*(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
<PAGE>
EXHIBIT (a)(23)
WHY ARE CSX AND CONRAIL
SO COMMITTED TO THEIR MERGER?
Because It will Create the Most Efficient And Competitive
Transportation and Logistics Company In The Nation
. . .AND THIS MEANS MORE FOR EVERYONE
MORE FOR CUSTOMERS
More Comprehensive Single-Line Service
More Rail Competition
More Customers And Ports Served
More Truck Competitive Corridors
MORE FOR EMPLOYEES
Common Management Vision
Highly Compatible Cultures
Greater Opportunities To Participate In
Future Growth
MORE FOR THE COMMUNITIES WE SERVE
More Capital Investment
Improved Safety By Separating Freight and
Passenger Operations
Environmental And Safety Benefits From Reduced
Truck Traffic
MORE FOR SHAREHOLDERS
More Opportunities For Growth
--More Access to Low-Sulfur Coal
--More Utilities Served
--More Automotive Plants Served
--More Auto Terminals
--More Steel Mills And Distribution Centers
Served
More Operating Synergies With A Track Record
Of Achievement
Stronger Balance Sheet To Further Enhance
Shareholder Value
<PAGE>
THAT'S WHY CSX AND CONRAIL
ARE FULLY COMMITTED TO THEIR MERGER
[CSX Corporation Logo] [CONRAIL Logo]
January 29, 1997
<PAGE>
EXHIBIT (a)(24)
[CONRAIL LOGO]
FOR IMMEDIATE RELEASE
CONTACTS:
Conrail Inc. Abernathy MacGregor Group
Craig R. MacQueen Dan Katcher/Matthew Sherman
(215) 209-4594 (212) 371-5999
CONRAIL SCHEDULES 1997 ANNUAL MEETING FOR DECEMBER 19, 1997
Philadelphia, PA (January 31, 1997) -- Conrail Inc.
(NYSE:CRR) announced today that it has designated December 19, 1997 as
the date for its 1997 annual meeting of shareholders, should one be
required. Conrail said it will devote its energies in the interim to
seeking approval of the CSX transaction from shareholders and the
Surface Transportation Board. If shareholder approval is obtained as
expected, the merger will proceed and no annual shareholder meeting
will be necessary. The Conrail Board hopes that the shareholders will
have the opportunity during this period to fully consider the proposed
merger on the merits.
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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<PAGE>
EXHIBIT (a)(25)
Conrail Inc. - CSX Corp. - Norfolk Southern Corp.
CONTACTS:
Conrail Inc. CSX Corporation Norfolk Southern Corp.
Craig MacQueen Thomas E. Hoppin Robert Fort
215-209-4597 804-782-1450 757-629-2710
FOR IMMEDIATE RELEASE:
WASHINGTON, DC - Jan. 31, 1997 - Conrail Inc. (NYSE:CRR),
CSX Corp. (CSX) (NYSE:CSX) and Norfolk Southern Corp. (NYSE:NSC) today
released the following statement following the initial meeting between
the parties:
"Conrail, CSX and Norfolk Southern have concluded their
meeting and have agreed that no further details on this meeting or
timing of future meetings will be announced."
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