-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Wa3zbKod16FJKB0UgdQtNJV2uxx88RY3oQe8p22uNNwS6J8iKJP26UjCV5Weot5r pqPIRneFoiXFZ7Q4W9nd2w== 0000898822-96-000497.txt : 19961115 0000898822-96-000497.hdr.sgml : 19961115 ACCESSION NUMBER: 0000898822-96-000497 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19961113 SROS: NYSE SROS: PHLX SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CONRAIL INC CENTRAL INDEX KEY: 0000897732 STANDARD INDUSTRIAL CLASSIFICATION: RAILROADS, LINE-HAUL OPERATING [4011] IRS NUMBER: 232728514 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42777 FILM NUMBER: 96662323 BUSINESS ADDRESS: STREET 1: TWO COMMERCE SQ STREET 2: P O BOX 41417 CITY: PHILADELPHIA STATE: PA ZIP: 19101-1417 BUSINESS PHONE: 2152094434 MAIL ADDRESS: STREET 1: P.O. BOX 41429 STREET 2: 2001 MARKET STREET CITY: PHILADELPHIA STATE: PA ZIP: 19101-1429 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CSX CORP CENTRAL INDEX KEY: 0000277948 STANDARD INDUSTRIAL CLASSIFICATION: RAILROADS, LINE-HAUL OPERATING [4011] IRS NUMBER: 621051971 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: ONE JAMES CNTR STREET 2: 901 E CARY ST CITY: RICHMOND STATE: VA ZIP: 23219 BUSINESS PHONE: 8047821400 SC 14D1/A 1 SCHEDULE 14D-1 FINAL AMENDMENT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _______________ SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 AND SCHEDULE 13D (AMENDMENT NO. 5) _______________ CONRAIL INC. (Name of Subject Company) CSX CORPORATION GREEN ACQUISITION CORP. (Bidders) COMMON STOCK, PAR VALUE $1.00 PER SHARE (Title of Class of Securities) 208368 10 0 (CUSIP Number of Class of Securities) SERIES A ESOP CONVERTIBLE JUNIOR PREFERRED STOCK, WITHOUT PAR VALUE (Title of Class of Securities) NOT AVAILABLE (CUSIP Number of Class of Securities) MARK G. ARON CSX CORPORATION ONE JAMES CENTER 901 EAST CARY STREET RICHMOND, VIRGINIA 23219-4031 TELEPHONE: (804) 782-1400 (Names, Addresses and Telephone Numbers of Persons Authorized to Receive Notices and Communications on Behalf of Bidder) With a copy to: PAMELA S. SEYMON WACHTELL, LIPTON, ROSEN & KATZ 51 WEST 52ND STREET NEW YORK, NEW YORK 10019 TELEPHONE: (212) 403-1000 This Statement amends and supplements the Tender Of- fer Statement on Schedule 14D-1 filed with the Securities and Exchange Commission (the "Commission") on October 16, 1996, as previously amended and supplemented (the "Schedule 14D-1"), by Green Acquisition Corp. ("Purchaser"), a Pennsylvania corpo- ration and a wholly owned subsidiary of CSX Corporation, a Vir- ginia corporation ("Parent"), to purchase an aggregate of 17,860,124 shares of (i) Common Stock, par value $1.00 per share (the "Common Shares"), and (ii) Series A ESOP Convertible Junior Preferred Stock, without par value (together with the Common Shares, the "Shares"), of Conrail Inc., a Pennsylvania corporation (the "Company"), including, in each case, the as- sociated Common Stock Purchase Rights, upon the terms and sub- ject to the conditions set forth in the Offer to Purchase, dated October 16, 1996 (the "Offer to Purchase"), as supplemented by the Supplement thereto dated November 6, 1996 (the "Supplement") and in the related Letters of Transmittal (which, together with any amendments or supplements thereto, constitute the "Offer") at a purchase price of $110.00 per Share, net to the tendering shareholder in cash. Capitalized terms used and not defined herein shall have the meanings assigned such terms in the Offer to Purchase, the Supplement and the Schedule 14D-1. ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY. (b) On November 13, 1996 Parent and the Company issued a joint press release stating that Parent has had, and continues to have, discussions with the Company relating to an increase in the value of the consideration payable upon consummation of the Merger. A copy of the press release is attached hereto as Exhibit (a)(19), and the foregoing summary description is qualified in its entirety by reference to such exhibit. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. (a)(1) -- Offer to Purchase, dated October 16, 1996.* (a)(2) -- Letter of Transmittal.* (a)(3) -- Notice of Guaranteed Delivery.* (a)(4) -- Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (a)(5) -- Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nom- inees.* (a)(6) -- Guidelines for Certification of Taxpayer Identi- fication Number on Substitute Form W-9.* (a)(7) -- Text of Press Release issued by Parent on Octo- ber 15, 1996.* (a)(8) -- Form of Summary Advertisement, dated October 16, 1996.* (a)(9) -- Text of Press Release issued by Parent on Octo- ber 22, 1996.* (a)(10) -- Text of Press Release issued by Parent on Octo- ber 23, 1996.* (a)(11) -- Text of Press Release issued by Parent on Octo- ber 30, 1996.* (a)(12) -- Text of Press Release issued by Parent on November 3, 1996.* (a)(13) -- Supplement to Offer to Purchase, dated November 6, 1996.* (a)(14) -- Revised Letter of Trasmittal.* (a)(15) -- Revised Notice of Guaranteed Delivery.* (a)(16) -- Revised Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* _____________________ * Previously filed. -2- (a)(17) -- Revised Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (a)(18) -- Text of Press Release issued by Parent and the Company on November 6, 1996.* (a)(19) -- Text of Press Release issued by Parent and the Company on November 13, 1996. (b)(1) -- Commitment Letter, dated October 21, 1996.* (c)(1) -- Agreement and Plan of Merger, dated as of Octo- ber 14, 1996, by and among Parent, Purchaser and the Company.* (c)(2) -- Company Stock Option Agreement, dated as of Oc- tober 14, 1996, between Parent and the Company.* (c)(3) -- Parent Stock Option Agreement, dated as of Octo- ber 14, 1996, between Parent and the Company.* (c)(4) -- Form of Voting Trust Agreement.* (c)(5) -- Complaint in Norfolk Southern Corporation, et al. v. Conrail Inc., et al., No. 96-CV-7167, filed on October 23, 1996.* (c)(6) -- First Amended Complaint in Norfolk Southern Corporation, et al. v. Conrail Inc., et al., No. 96-CV-7167, filed on October 30, 1996.* (c)(7) -- First Amendment to Agreement and Plan of Merger, dated as of November 5, 1996, by and among Parent, Purchaser and the Company.* -3- SIGNATURE After due inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. CSX CORPORATION By: /s/ Mark G. Aron Name: Mark G. Aron Title: Executive Vice President- Law and Public Affairs Dated: November 13, 1996 SIGNATURE After due inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. GREEN ACQUISITION CORP. By: /s/ Mark G. Aron Name: Mark G. Aron Title: General Counsel and Secretary Dated: November 13, 1996 EXHIBIT INDEX Exhibit No. Description (a)(1) -- Offer to Purchase, dated October 16, 1996.* (a)(2) -- Letter of Transmittal.* (a)(3) -- Notice of Guaranteed Delivery.* (a)(4) -- Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (a)(5) -- Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nom- inees.* (a)(6) -- Guidelines for Certification of Taxpayer Identi- fication Number on Substitute Form W-9.* (a)(7) -- Text of Press Release issued by Parent on Octo- ber 15, 1996.* (a)(8) -- Form of Summary Advertisement dated October 16, 1996.* (a)(9) -- Text of Press Release issued by Parent on Octo- ber 22, 1996.* (a)(10) -- Text of Press Release issued by Parent on Octo- ber 23, 1996.* (a)(11) -- Text of Press Release issued by Parent on Octo- ber 30, 1996.* (a)(12) -- Text of Press Release issued by Parent on November 3, 1996.* (a)(13) -- Supplement to Offer to Purchase, dated November 6, 1996.* (a)(14) -- Revised Letter of Trasmittal.* (a)(15) -- Revised Notice of Guaranteed Delivery.* (a)(16) -- Revised Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* _____________________ * Previously filed. (a)(17) -- Revised Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (a)(18) -- Text of Press Release issued by Parent and the Company on November 6, 1996.* (a)(19) -- Text of Press Release issued by Parent and the Company on November 13, 1996. (b)(1) -- Commitment Letter, dated October 21, 1996.* (c)(1) -- Agreement and Plan of Merger, dated as of Octo- ber 14, 1996, by and among Parent, Purchaser and the Company.* (c)(2) -- Company Stock Option Agreement, dated as of Oc- tober 14, 1996, between Parent and the Company.* (c)(3) -- Parent Stock Option Agreement, dated as of Octo- ber 14, 1996, between Parent and the Company.* (c)(4) -- Form of Voting Trust Agreement.* (c)(5) -- Complaint in Norfolk Southern Corporation, et al. v. Conrail Inc., et al., No. 96-CV-7167, filed on October 23, 1996.* (c)(6) -- First Amended Complaint in Norfolk Southern Corporation, et al. v. Conrail Inc., et al., No. 96-CV-7167, filed on October 30, 1996.* (c)(7) -- First Amendment to Agreement and Plan of Merger, dated as of November 5, 1996, by and among Parent, Purchaser and the Company.* -2- EX-99 2 EXHIBIT (A)(19) EXHIBIT (a)(19) FOR IMMEDIATE RELEASE CONTACTS: CSX Corporation Conrail Inc. Thomas E. Hoppin Craig R. MacQueen (804) 782-1450 (215) 209-4594 Kekst and Company Abernathy MacGregor Group Richard Wolff Joele Frank/Dan Katcher (212) 593-2655 (212) 371-5999 CONRAIL BOARD ADVISES SHAREHOLDERS NOT TO TENDER TO REVISED NORFOLK SOUTHERN TENDER OFFER; CSX AND CONRAIL REAFFIRM COMMITMENT TO THEIR MERGER RICHMOND, VA AND PHILADELPHIA, PA (NOVEMBER 13, 1996) -- Conrail Inc. [NYSE: CRR] announced today that its Board of Directors recommends that shareholders not tender their shares pursuant to the revised Norfolk Southern tender offer. Shares tendered to the Norfolk Southern offer, which expires on Novem- ber 22, cannot be accepted for payment under the terms of that offer. Conrail's Board said that shareholders who desire to receive cash now for a portion of their shares should tender to the offer of CSX Corporation [NYSE: CSX], which expires on November 20. Conrail again reaffirmed that a merger with CSX is in Conrail's best interest and is the superior strategic combina- tion for Conrail. Both CSX and Conrail stated that they con- tinue to be fully committed to their merger. CSX and Conrail also stated that they have been hav- ing, and continue to have, discussions relating to an increase in the value of the consideration payable upon consummation of the CSX-Conrail merger. There can be no assurance as to when or if any such modifications will be made. CSX, headquartered in Richmond, VA, is an interna- tional transportation company offering a variety of rail, container-shipping, intermodal, trucking, barge and contract logistics management services. Conrail, with corporate headquarters in Philadelphia, PA, operates an 11,000-mile rail freight network in 12 north- eastern and midwestern states, the District of Columbia, and the Province of Quebec. CSX's home page can be reached at http://www.CSX.com. Conrail's home page can be reached at http://www.CONRAIL.com. ### -----END PRIVACY-ENHANCED MESSAGE-----