-----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, MGFBSNHNbGvRn7nRdAwalOuwu7Le8b8FyBP7jE+YUgzaSgcBcoCIdMU9TgQVupAL EdVFycH0FPISffVdl1wXnQ== 0000898822-96-000514.txt : 19961121 0000898822-96-000514.hdr.sgml : 19961121 ACCESSION NUMBER: 0000898822-96-000514 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19961120 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: 96669840 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 AMENDMENT NO. 7 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. 7) _______________ 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 supple- mented 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 as- signed such terms in the Offer to Purchase, the Supplement and the Schedule 14D-1. Item 10. Additional Information On November 19, 1996, Parent and the Company issued a joint press release stating that the United States District Court for the Eastern District of Pennsylvania had denied NSC's motion for a preliminary injunction relating to the Offer. A copy of the press release is attached hereto as Exhibit (a)(20), 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 Novem- ber 3, 1996.* (a)(13) -- Supplement to Offer to Purchase, dated November 6, 1996.* (a)(14) -- Revised Letter of Transmittal.* (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.* (a)(20) -- Text of Press Release issued by Parent and the Company on November 19, 1996. (b)(1) -- Commitment Letter, dated October 21, 1996.* (b)(2) -- Credit Agreement, dated November 15, 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 Cor- poration, 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 Par- ent, 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 20, 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 20, 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 Novem- ber 3, 1996.* (a)(13) -- Supplement to Offer to Purchase, dated November 6, 1996.* (a)(14) -- Revised Letter of Transmittal.* (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.* (a)(20) -- Text of Press Release issued by Parent and the Company on November 19, 1996. (b)(1) -- Commitment Letter, dated October 21, 1996.* (b)(2) -- Credit Agreement, dated November 15, 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 Cor- poration, 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 Par- ent, Purchaser and the Company.* -2- EX-99 2 EXHIBIT (A)(20) FOR IMMEDIATE RELEASE CONTACT: CSX Conrail 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 FEDERAL COURT DENIES NORFOLK SOUTHERN'S MOTION PURCHASE OF SHARES IN TENDER OFFER EXPECTED TO OCCUR PROMPTLY AFTER EXPIRATION ON NOVEMBER 20 RICHMOND, VA AND PHILADELPHIA, PA, NOV. 19, 1996 -- CSX Corporation (CSX) (NYSE: CSX) and Conrail Inc. (Conrail) (NYSE: CRR) said today that they are pleased with the decision of the United States District Court for the Eastern District of Pennsylvania denying Norfolk Southern Corporation's motion for a preliminary injunction to block completion of CSX's $110 cash tender offer for 19.9% of Conrail shares outstanding. John W. Snow, CSX's chairman, president and chief executive officer, and David M. LeVan, Conrail's chairman, president and chief executive officer, issued the following statement: "We are gratified with the Court's decision, which enables us to proceed as planned with CSX's tender offer -- the first step in the CSX - Conrail merger. The purchase of shares in the tender offer is expected to occur promptly after the scheduled expiration at midnight Eastern time on Wednesday, November 20th, and will provide nearly $2 billion in cash to Conrail shareholders for approximately 19.9% of Conrail's outstanding voting stock. We are fully committed to completing our strategic merger, which we believe is clearly the superior business combination." CSX Corporation, headquartered in Richmond, Va, is an international 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 northeastern and midwestern states, the District of Columbia, and the Province of Quebec. Additional information regarding this announcement can be found on the companies' Web sites on the Internet. 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-----