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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 7
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
Solicitatio 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 and
January 16, 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 17, 1997, Conrail issued a press release announcing
that Conrail shareholders apparently voted at the Pennsylvania Special
Meeting against a proposal to amend the Conrail Articles to opt out of
Subchapter 25E of the PBCL, but that the Conrail Board remains
committed to the Merger. A copy of the press release is attached as
Exhibit (a)(19) and is incorporated herein by reference and the
foregoing summary is qualified in its entirety by reference to such
Exhibit.
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)(19) Text of press release issued by Conrail dated
January 17, 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/ Timothy T. O'Toole
----------------------
Name: Timothy T. O'Toole
Title: Senior Vice President--Finance
Dated as of January 21, 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..................................
*(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)....................
*(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)...
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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 (incorporated by reference to
Exhibit (c)(8) to the Solicitatio 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
Exhibit (a)(19)
CONTACTS:
Conrail Inc. Abernathy MacGregor Group
Craig R. MacQueen Joele Frank/Dan Katcher
(215) 209-4594 (212) 371-5999
FOR IMMEDIATE RELEASE:
CONRAIL RESPONDS TO SHAREHOLDER VOTE
CONRAIL FULLY COMMITTED TO CSX MERGER
Philadelphia, PA (January 17, 1997) -- Conrail
Inc. [NYSE: CRR] announced today that it appears that its
shareholders voted against the proposal to opt out a
Pennsylvania statute at today's Special Meeting of
Shareholders.
David M. LeVan, chairman, president, and chief
executive officer, said "Today's anticipated results are not
unexpected given Norfolk Southern's latest tactic -- its
promise to purchase 9.9% of Conrail shares if shareholders
vote against the Proposal here today. Norfolk knew that our
shareholders would support the CSX transaction, and made
this enticing offer solely to undermine this vote. Today's
vote has no implications as to how our shareholders will
ultimately decide on the CSX merger.
"Norfolk must have believed that having the
Proposal not be approved today would somehow shake the
resolve of the Conrail Board. Norfolk is mistaken. The
Conrail Board is fully committed to the CSX-Conrail merger
and will not agree to a transaction with Norfolk Southern.
Our Board and management look forward to completing our
merger with CSX and providing our shareholders an
exceptional value for all of their shares as quickly as
possible."
Mr. LeVan added, "It is unfortunate that Norfolk
Southern has tried to mislead our shareholders through a
series of inaccurate statements. Norfolk's repeated
assertion that the Surface Transportation Board can cause a
Conrail-Norfolk combination to occur without the Conrail
Board's approval is flat out wrong. No transaction with
Conrail can occur without the Conrail Board's prior
approval. Further, there is no basis for Norfolk's
statements that the two-year exclusivity period between
<PAGE>
Conrail and CSX can somehow be shortened to earlier than 1999."
Mr. LeVan concluded, "The Conrail Board is
resolute -- Norfolk's actions will have no effect on our
commitment to our merger with CSX. There can be no
transaction with Norfolk until 1999 at the earliest. The
Conrail Board has determined that a sale to Norfolk is not
in the best interests of Conrail."
Prior to the closing of the polls at the Special
Meeting of Shareholders, all proxy cards and ballots were
turned over to the independent inspector of election,
Corporate Election Services, who, over the next few days,
will tabulate the vote. It is expected that the preliminary
tabulation will be provided to both sides this weekend and
that the final results will be certified a short time later.
Conrail will publicly announce the final results once they
are made available to them. Following the presentation of
the preliminary vote to Conrail and Norfolk Southern, both
sides will have the opportunity to examine and challenge the
proxy tabulation.
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.
