-----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, UECKxCPo1BW+R0YV99PeDc7o0zQ15bOK2QYUn6KzlB5MaMe4moKMFNdV2mQLLcb8 oKWKHIwIYAJT650Ubj1PUw== 0000898822-96-000560.txt : 19961213 0000898822-96-000560.hdr.sgml : 19961213 ACCESSION NUMBER: 0000898822-96-000560 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19961212 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: 96679739 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. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Schedule 14D-1 Tender Offer Statement (Amendment No. 1) Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 and Amendment No. 11 to Schedule 13D 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 (804) 782-1400 (Name, Address and Telephone Number of Person 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 "SEC") on December 6, 1996 (the "Schedule 14D-1"), by Green Acquisition Corp. ("Purchaser"), a Pennsylvania corporation and a wholly owned subsidiary of CSX Corporation, a Virginia corporation ("Parent"), to purchase up to an aggregate of 18,344,845 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 (to- gether with the Common Shares, the "Shares"), of Conrail Inc., a Pennsylvania corporation (the "Company"), including, in each case, the associated Common Stock Purchase Rights, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated December 6, 1996 (the "Offer to Purchase"), and the related Letter 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 and the Schedule 14D-1. ITEM 10. ADDITIONAL INFORMATION (e) On December 9, 1996, plaintiffs in the purported derivative and class actions moved for leave to amend their complaint against Parent, the Company and directors of the Com- pany. The amendment, if permitted by the court, will add ad- ditional claims to the shareholder plaintiffs' complaint: (i) that the existing share ownership of Parent and the directors of the Company as individuals should be aggregated for purposes of determinations under the Penn- sylvania Control Transaction Law because Parent and the individual directors of the Company are allegedly "acting in concert" for purposes of the statute, and accordingly the requirement in the Pennsylvania Control Transaction Law requiring persons who have 20% or more of the voting power of a Pennsylvania corporation to offer to purchase for cash the remaining shares (for "fair value") has al- legedly been triggered; and (ii) that it is a breach of the fiduciary duties of the directors of the Company to have agreed to postpone the Pennsylvania Special Meeting in the event that insuf- ficient votes are received to assure approval of the Ar- ticles Amendment providing for the Company to opt out of the Pennsylvania Control Transaction Law. As relief, the shareholder plaintiffs seek a declara- tion that Parent and the directors of the Company are obligated to make the "fair value" payments required by the Pennsylvania Control Transaction Law and that the Pennsylvania Special Meet- ing may not be postponed and that no second vote upon the Ar- ticles Amendment may be held. (f) On December 10, 1996, Parent and the Company issued a press release. A copy of the press release is at- tached as Exhibit (a)(11), and the foregoing summary descrip- tion is qualified in its entirety by reference to such exhibit. On December 10, 1996, Parent and the Company pub- lished an advertisement. A copy of the advertisement is at- tached as Exhibit (a)(12), and the foregoing summary descrip- tion is qualified in its entirety by reference to such exhibit. On December 11, 1996, Parent issued a press release. A copy of the press release is attached as Exhibit (a)(13), and the foregoing summary description is qualified in its entirety by reference to such exhibit. On December 12, 1996, Parent and the Company pub- lished an advertisement. A copy of the advertisement is at- tached as Exhibit (a)(14), and the foregoing summary descrip- tion is qualified in its entirety by reference to such exhibit. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. (a)(11) Text of Press Release issued by Parent and the Com- pany on December 10, 1996. (a)(12) Text of Advertisement published by Parent and the Company on December 10, 1996. (a)(13) Text of Press Release issued by Parent on December 11, 1996. (a)(14) Text of Advertisement published by Parent and the Company on December 12, 1996. -2- SIGNATURE After due inquiry and to the best of its 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 12, 1996 -3- SIGNATURE After due inquiry and to the best of its 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 12, 1996 -4- EXHIBIT INDEX Exhibit No. *(a)(1) Offer to Purchase, dated December 6, 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, Com- mercial Banks, Trust Companies and Other Nominees. *(a)(6) Guidelines for Certification of Taxpayer Identifica- tion Number on Substitute Form W-9. *(a)(7) Tender Offer Instructions for Participants of Conrail Inc. Dividend Reinvestment Plan. *(a)(8) Text of Press Release issued by Parent and the Com- pany on December 6, 1996. *(a)(9) Form of Summary Advertisement, dated December 6, 1996. *(a)(10) Text of Press Release issued by Parent on December 5, 1996. (a)(11) Text of Press Release issued by Parent and the Com- pany on December 10, 1996. (a)(12) Text of Advertisement published by Parent and the Company on December 10, 1996. (a)(13) Text of Press Release issued by Parent on December 11, 1996. (a)(14) Text of Advertisement published by Parent and the Company on December 12, 1996. (b) Not applicable. _____________________ * Previously filed. -5- *(c)(1) Agreement and Plan of Merger, dated as of October 14, 1996, by and among Parent, Purchaser and the Company (incorporated by reference to Exhibit (c)(1) to Par- ent and Purchaser's Tender Offer Statement on Sched- ule 14D-1, as amended, dated October 16, 1996). *(c)(2) Company Stock Option Agreement, dated as of October 14, 1996, between Parent and the Company (incorpo- rated by reference to Exhibit (c)(2) to Parent and Purchaser's Tender Offer Statement on Schedule 14D-1, as amended, dated October 16, 1996). *(c)(3) Parent Stock Option Agreement, dated as of October 14, 1996, between Parent and the Company (incorpo- rated by reference to Exhibit (c)(3) to Parent and Purchaser's Tender Offer Statement on Schedule 14D-1, as amended, dated October 16, 1996). *(c)(4) Voting Trust Agreement, dated as of October 15, 1996, by and among Parent, Purchaser and Deposit Guaranty National Bank (incorporated by reference to Exhibit (c)(4) to Parent and Purchaser's Tender Offer State- ment on Schedule 14D-1, as amended, dated October 16, 1996). *(c)(5) First Amendment to Agreement and Plan of Merger, dated as of November 5, 1996, by and among Parent, Purchaser and the Company (incorporated by reference to Exhibit (c)(7) to Parent and Purchaser's Tender Offer Statement on Schedule 14D-1, as amended, dated October 16, 1996). (d) Not applicable. (e) Not applicable. (f) Not applicable. _____________________ * Previously filed. -6- EX-99.1 2 EXHIBIT (A)(11) EXHIBIT (a)(11) 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/Matthew Sherman (212) 593-2655 (212) 371-5999 CSX AND CONRAIL ANNOUNCE JOINT EFFORT TO BRING COMPETITIVE BENEFITS TO CUSTOMERS RICHMOND, VA AND PHILADELPHIA, PA (DECEMBER 10, 1996) -- CSX Corporation (CSX)[NYSE: CSX] and Conrail Inc. (Conrail) [NYSE: CRR] announced today that they have jointly begun an effort that will bring even more competitive benefits to cus- tomers who will be served by their merged railroad. The companies said that a joint CSX-Conrail team would work to assure that so-called two-to-one customers -- customers who are today served by only CSX and Conrail -- will fully participate in the benefits of this pro-competitive merg- er. The joint team will meet with representatives of other major carriers who have expressed interest in the opportunities afforded by this process. The negotiations are confidential business discus- sions, and the companies will not comment on them until agree- ments have been reached. At that time, the agreements will be made available to the public and submitted to the Surface Transportation Board as part of the merger review process. CSX Corporation, headquartered in Richmond, VA, is an international transportation company offering a variety of rail, container-shipping, intermodal, trucking, barge and con- tract logistics management services. CSX's home page can be reached at http://www.CSX.com. 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. Conrail's home page can be reached at http://www.CONRAIL.com. ### EX-99.2 3 EXHIBIT (A)(12) EXHIBIT (a)(12) YOU CAN'T TAKE NORFOLK SOUTHERN TO GET TO THE TRUTH. THEIR LINES DON'T GO THERE. They say desperate people take desperate measures. Which is why Norfolk Southern is trying to inspire fear by not being honest about the proposed Conrail-CSX merger. The fact is, the Conrail-CSX merger is about a mar- riage of equals, not a hostile takeover. About more competi- tion, not less. About increasing choices for shippers, not decreasing them. About opening more markets, not closing them. Most of all about more business and more job opportunities, not less. The Conrail-CSX merger is about truth, not scare tac- tics, intellectual dishonesty, empty promises and analytical double-talk. The truth is: The Conrail-CSX merger of equals is about commitment and strong roles for all the constituents of both companies, including Conrail's employees. Conrail and CSX take great pride in the positive relation- ships they have with their employees. Only Conrail and CSX have committed to protecting employee interests by creating a board composed of equal numbers of directors from both companies; a succession plan that insures their representation among management; and to locating the corporate head- quarters of the new company in Philadelphia. The Conrail/CSX pension plan will be fully funded. Combining the two pension plans results in approxi- mately $100 million in excess assets, based on the latest published data. CSX and Conrail have committed to granting competi- tive access to another railroad at each and every point today served only by both CSX and Conrail, there by assuring competition. CSX is a safe... very safe... railroad in 1996. The CSX train accident index rate has been one of the lowest of all Class 1 railroads. And Conrail's rate of improvement is among the best in the industry and it has the lowest number of crossing accidents of all Class 1 railroads. That doesn't mean we are smugly satisfied with our safety records; but it does mean the Conrail and CSX safety programs successfully focus not only on the well-being of our employees, but also on safely meeting the needs of our customers and the communities we serve. Here's the bottom line: The Conrail-CSX combination has the resources to spur unprecedented growth. In options for shippers. In opportunities for employ- ees. In benefits for everyone. Logos CARRYING AMERICA INTO THE FUTURE... TRUTHFULLY CSX is not soliciting, and this advertisement does not constitute a solicitation of any proxy, vote or consent as to any matter. In addition, this advertisement does not constitute an offer to sell or buy or the solicitation of an offer to sell or buy, any securities. EX-99.3 4 EXHIBIT (A)(13) EXHIBIT (a)(13) Contacts: CSX Corporation Kekst and Company Thomas E. Hoppin Richard Wolff (804) 782-1450 (212) 593-2655 FOR IMMEDIATE RELEASE CSX DISMISSES NORFOLK SOUTHERN'S "PLEDGE" LETTER AS ANOTHER "NON-EVENT" Richmond, VA., December 11, 1996 -- CSX Corp. (CSX)(NYSE: CSX) today dismissed Norfolk Southern's "pledge letter" to Conrail shareholders as another "non-event" in which Norfolk Southern again misrepresents its ability to close its hostile tender offer. In a statement, CSX said: "This is more of the same Norfolk Southern smokescreen intended to cloud reality. The facts, however, are clear. Norfolk Southern could not close its hostile tender offer on its previous expiration date of Dec. 16, 1996, nor can it close on its revised expiration date of Jan. 10, 1997, or at any time thereafter until well into the summer of 1997 at the earliest, in accordance with the terms of the Conrail-CSX merger agreement. This has been resoundingly upheld in federal court." 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. CSX's home page can be reached at http://www.csx.com. Conrail's home page can be reached at http://www.conrail.com. EX-99.4 5 EXHIBIT (A)(14) EXHIBIT (a)(14) Yes, I want to be part of one of the world's leading freight companies. Yes, I want what's best for America's economy. Yes, I want to have better access to global markets. Yes, I want to do what's best for the environment. Yes, I want railroads to be more competitive with trucks. Yes, I want to have less congestion on the nation's highways. Yes, I want to have more direct and efficient railroads. Yes, I want to invest in America's future. Yes, I support the merger of Conrail and CSX. [CONRAIL LOGO] [CSX LOGO] Carrying America into the Future CSX is not soliciting, and this advertisement does not constitute a solicitation of any proxy, vote or consent as to any matter. In addition, this advertisement does not constitute an offer to sell or buy or the solicitation of an offer to sell or buy, any securities. -----END PRIVACY-ENHANCED MESSAGE-----