-----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, CceCBz/dVzsgrLxt5iIqroX8Lv9aUzY0dgo4uh6N5dkUFhTGgf7jowo/QGsgZM1k B7js1SASkUkRA9tNV9R/3w== 0000898822-96-000532.txt : 19961204 0000898822-96-000532.hdr.sgml : 19961204 ACCESSION NUMBER: 0000898822-96-000532 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19961203 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: 96675339 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 14D1 AMENDMENT NO.9 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. 9*) _______________ 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 * Constituting the final amendment to Schedule 14D-1. 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 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY (a)-(b) On November 26, 1996, Parent issued a press re- lease announcing the final proration factor of 23.451836% and the commencement of payment in connection with the Offer. A copy of the press release is attached as Exhibit (a)(25), and the foregoing summary description is qualified in its entirety by reference to such exhibit. ITEM 10. ADDITIONAL INFORMATION (f) On November 25, 1996, Parent and the Company pub- lished an advertisement regarding the Merger. A copy of the advertisement is attached as Exhibit (a)(24), 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.* (a)(21) -- Text of Press Release issued by Parent and the Company on November 20, 1996.* (a)(22) -- Text of Press Release issued by Parent and the Company on November 20, 1996.* (a)(23) -- Text of Press Release issued by Parent on Novem- ber 21, 1996.* (a)(24) -- Text of Advertisement published by Parent and the Company on November 25, 1996. (a)(25) -- Text of Press Release issued by Parent on Novem- ber 26, 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.* -3- (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.* (c)(8) -- Text of ruling of Judge Donald W. VanArtsdalen of the United States District Court for the Eastern District of Pennsylvania on November 20, 1996.* (c)(9) -- Voting Trust Agreement, dated as of October 15, 1996, by and among Parent, Purchaser and Deposit Guaranty National Trust.* -4- 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: December 3, 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: December 3, 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.* (a)(21) -- Text of Press Release issued by Parent and the Company on November 20, 1996.* (a)(22) -- Text of Press Release issued by Parent and the Company on November 20, 1996.* (a)(23) -- Text of Press Release issued by Parent on Novem- ber 21, 1996.* (a)(24) -- Text of Advertisement published by Parent and the Company on November 25, 1996. (a)(25) -- Text of Press Release issued by Parent on Novem- ber 26, 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.* -2- (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.* (c)(8) -- Text of ruling of Judge Donald W. VanArtsdalen of the United States District Court for the Eastern District of Pennsylvania on November 20, 1996.* (c)(9) -- Voting Trust Agreement, dated as of October 15, 1996, by and among Parent, Purchaser and Deposit Guaranty National Trust.* -3- EX-99 2 EXHIBIT (A)(24) EXHIBIT (A)(24) CONRAIL & CSX CARRYING AMERICA INTO THE FUTURE. CONRAIL AND CSX ARE MERGING TO CREATE A WORLD LEADER IN FREIGHT TRANSPORTATION. Conrail + CSX is a merger of equals, working together to become the premier global transportation company. This strate- gic marriage creates the leader in rail and container shipping and logistics management. TOGETHER, WE CAN PUT ALL OUR BEST RESOURCES ON THE BEST TRACK. For more than 150 years, we've carried the freight that fuels America's growth. Now, Conrail and CSX are joining forces for new opportunities and long-term growth. We will give customers more direct and more efficient routes, more ex- tensive single-line rail service for shippers and receivers. This means faster, more reliable service, shorter routes and lower transportation costs. WE WILL DELIVER FOR AMERICAN BUSINESS. Working together, our merger will produce better service and more competitive pricing, and approximately $730 million in savings from operating efficiencies and other benefits that will support capital investments in services and facilities. It will alleviate congestion on America's highways and help cut down on pollution in our cities. Enhanced commuter passenger service and safety will improve the overall reliability of the U.S. transportation system. CONRAIL CSX CORPORATION ________________________________________________ IT MAKES SENSE TODAY AND BUILDS STRENGTH FOR TOMORROW. EX-99 3 EXHIBIT (A)(25) EXHIBIT(A)(25) CONTACT: CSX Kekst and Company Thomas E. Hoppin Richard Wolff (804) 782-1450 (212) 593-2655 FOR IMMEDIATE RELEASE CSX COMMENCES PURCHASE OF TENDERED SHARES RICHMOND, VIRGINIA, NOVEMBER 26, 1996 -- CSX Corporation (CSX) (NYSE: CSX) today announced that it has commenced payment for the 19.9% of outstanding shares of Conrail Inc. (NYSE: CRR) it accepted for payment on November 21 under its $110 per share tender offer. The final proration factor under the CSX tender offer is 23.451836%. CSX Corporation, 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 Northeastern and Midwestern states, the District of Columbia and the Prov- ince 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-----