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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 13
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, January 28, 1997, February 3, 1997,
February 12, 1997 and March 7, 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 April 8, 1997, CSX and Norfolk entered into a letter
agreement, pursuant to which, among other things, Norfolk shall have
terminated the Norfolk Offer. A copy of such amendment has been filed
as Exhibit (c)(16), is incorporated by reference herein and the
foregoing summary description is qualified in its entirety by
reference to such Exhibit.
In connection with the foregoing, on April 8, 1997, Conrail, CSX
and Purchaser entered into the Fourth Amendment to the Merger
Agreement, pursuant to which, among other things, Norfolk shall be
added as a co-bidder to the Offer and a co-acquiror pursuant to the
Merger. A copy of such amendment has been filed as Exhibit (c)(17), is
incorporated by reference herein and the foregoing summary description
is qualified in its entirety by reference to such Exhibit.
The terms and conditions of the Letter Agreement and the Fourth
Amendment are described in the Third Supplement to the Offer to
Purchase dated April 10, 1997, a copy of which is filed as
Exhibit(a)(35) hereto, is incorporated by reference herein and the
foregoing summary description 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)(35) Third Supplement to the Offer to Purchase
dated April 10, 1997 (incorporated by
reference to Exhibit (a)(38) of the CSX
14D-1).
(c)(16) Letter Agreement between CSX and Norfolk,
dated as of April 8, 1997 (incorporated by
reference to Exhibit (c)(14) of the CSX
14D-1).
(c)(17) Fourth Amendment to the Agreement and Plan of
Merger, dated as of April 8, 1997, among CSX,
Purchaser and Conrail (incorporated by
reference to Exhibit (c)(15) of the CSX
14D-1).
<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 April 10, 1997
<PAGE>
EXHIBIT INDEX
Exhibit Description Page No.
- ------- ----------- --------
*(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
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 .......................
*(a)(28) Text of press release issued by CSX dated
February 14, 1997 .............................
<PAGE>
Exhibit Description Page No.
- ------- ----------- --------
*(a)(29) Text of press release issued by Conrail
dated March 3, 1997............................
*(a)(30) Supplement to the Offer to Purchase dated
March 7, 1997 (incorporated by reference to
Exhibit (a)(32) to the CSX 14D-1)..............
*(a)(31) Text of press release issued by Conrail
dated March 7, 1997............................
*(a)(32) Letter to shareholders dated March 7, 1997.....
*(a)(33) Opinion of Lazard Freres & Co. LLC dated
March 7, 1997..................................
*(a)(34) Opinion of Morgan Stanley & Co. Incorporated
dated March 7, 1997............................
(a)(35) Third Supplement to the Offer to Purchase
dated April 10, 1997 (incorporated by
reference to Exhibit (a)(38) to the CSX
14D-1).........................................
*(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.........
<PAGE>
Exhibit Description Page No.
- ------- ----------- --------
*(c)(14) Third Amendment dated as of March 7, 1997 to
the Agreement and Plan of Merger
(incorporated by reference to
Exhibit (c)(12) to the CSX 14D-1)..............
*(c)(15) Form of Amended and Restated Voting Trust
Agreement (incorporated by reference to
Exhibit (c)(13) to the CSX 14D-1)..............
(c)(16) Letter Agreement between CSX and Norfolk,
dated as of April 8, 1997 (incorporated by
reference to Exhibit (c)(14) of the CSX
14D-1).........................................
(c)(17) Fourth Amendment to the Agreement and Plan
of Merger, dated as of April 8, 1997, among
CSX, Purchaser and Conrail (incorporated by
reference to Exhibit (c)(15) of the CSX
14D-1).........................................
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* Previously filed
