-----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, RTGLSqtpekQvv5BMh/Aki3TWUR7z1wEsBmKRWsI8QOtI+ADxR88+t5cLE1+LzYwi +0KobxbiPNpmR2HEWR7rdA== 0000898822-97-000047.txt : 19970120 0000898822-97-000047.hdr.sgml : 19970120 ACCESSION NUMBER: 0000898822-97-000047 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970117 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: 97507623 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. 13 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-1 TENDER OFFER STATEMENT (AMENDMENT NO. 13) PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 AND AMENDMENT NO. 23 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 BIDDERS) 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 on December 6, 1996, as previously amended and supplemented, by Green Acquisition Corp., a Pennsylvania corporation and a wholly owned subsidiary of CSX Corporation, a Virginia corporation, to purchase up to an aggregate of 18,344,845 shares of (i) Common Stock, par value $1.00 per share, and (ii) Series A ESOP Convertible Junior Preferred Stock, without par value, of Conrail Inc., a Pennsylvania cor- poration, 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, as supplemented by the Supplement thereto, dated December 19, 1996, and the related Letters of Transmittal 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 10. ADDITIONAL INFORMATION. (f) On January 17, 1997, Parent issued a press release announcing that the apparent vote by shareholders of the Company against an opt out of the Pennsylvania Control Transaction Law will not alter the ability of Parent and the Company to complete the Merger. A copy of such press release 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)(24) Text of Press Release issued by Parent on January 17, 1997. 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: January 17, 1997 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: January 17, 1997 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. *(a)(15) Supplement to Offer to Purchase, dated December 19, 1996. _____________________ * Previously filed. *(a)(16) Revised Letter of Transmittal. *(a)(17) Revised Notice of Guaranteed Delivery. *(a)(18) Text of Press Release issued by Parent and the Com- pany on December 19, 1996. *(a)(19) Letter from Parent to shareholders of the Company, dated December 19, 1996. *(a)(20) Text of Press Release issued by Parent on December 20, 1996. *(a)(21) Text of Press Release issued by Parent and the Com- pany on January 9, 1997. *(a)(22) Text of Press Release issued by Parent and the Com- pany on January 13, 1997. *(a)(23) Text of Press Release issued by Parent and the Com- pany on January 15, 1997. (a)(24) Text of Press Release issued by Parent on January 17, 1997. *(b)(1) Credit Agreement, dated November 15, 1996 (incorpo- rated by reference to Exhibit (b)(2) to Parent and Purchaser's Tender Offer Statement on Schedule 14D-1, as amended, dated October 16, 1996.) *(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). _____________________ * Previously filed. - 2 - *(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). *(c)(6) Second Amendment to Agreement and Plan of Merger, dated as of December 18, 1996, by and among Parent, Purchaser and the Company. *(c)(7) Form of Amended and Restated Voting Trust Agreement. (c)(8) Deleted. *(c)(9) Text of STB Decision No. 5 of STB Finance Docket No. 33220, dated January 8, 1997. *(c)(10) Unaudited Pro Forma Financial Statements reflecting the Transactions (incorporated by reference to Parent's registration statement on Form S-4, regis- tration number 333-19523). *(c)(11) 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 Janu- ary 9, 1997. (d) Not applicable. (e) Not applicable. (f) Not applicable. _____________________ * Previously filed. - 3 - EX-99 2 EXHIBIT (A)(24) Exhibit (a)(24) CSX Corporation Corporate Communications P.O. Box 65629 Richmond, Virginia 23285-5629 http://www.csx.com NEWS CONTACTS: CSX Corporation Kekst and Company Thomas E. Hoppin Richard Wolff (804) 782-1450 (212) 593-2655 FOR IMMEDIATE RELEASE: CSX SAYS APPARENT VOTE WILL NOT ALTER CSX AND CONRAIL'S ABILITY TO COMPLETE MERGER RICHMOND, VA -- Jan. 17, 1997 -- CSX Corp. (CSX) (NYSE: CSX) said that today's apparent vote by Conrail share- holders refusing to opt out of the Pennsylvania Control Trans- action statute will not alter its firm commitment to the CSX- Conrail merger and will not affect the ultimate outcome. John W. Snow, chairman, president and chief executive officer of CSX, issued the following statement: "In light of Norfolk Southern's calculated and mas- sive disinformation campaign coupled with its last-ditch, con- ditional 9.9% tender offer intended to provide Conrail share- holders with over $1 billion in cash as payment for a "no" vote, this apparent outcome is not surprising. The apparent "no" vote procured by Norfolk Southern simply postpones the eventual completion of our strategic merger of equals and delays the ability of Conrail's shareholders to receive the full consideration that will be provided by the CSX-Conrail transaction. "We remain fully and firmly committed to the CSX- Conrail merger of equals. We are confident we will eventually prevail with Conrail's shareholders and then present a compel- ling application for approval of the merger to the Surface Transportation Board. "Norfolk Southern has succeeded only in confusing the issue. The CSX-Conrail merger remains the right merger, of the right companies, at the right price and, in time, it will be approved. 2 "There is not now, nor will there be, a viable alter- native to the CSX-Conrail merger. The CSX and Conrail boards both have committed that neither company will even hold discus- sions with any other company regarding a business combination for at least two years, and the Federal courts and the Surface Transportation Board (STB) both have upheld that key provision of the CSX-Conrail merger agreement. "We have no intention of amending or altering our merger agreement in any way in light of this apparent vote. Those who voted against the opt-out in the expectation that their vote will force CSX to raise its price will be disap- pointed. We believe the CSX transaction provides the maximum value to all Conrail constituents. "CSX and Conrail's managements are now preparing a compelling case demonstrating the unique commercial and public policy benefits of the merger, which will be presented to the STB in March of 1997. This case will also demonstrate to investors the clearly realizable financial synergies, new busi- ness opportunities and transportation efficiencies that will result. At an appropriate time, Conrail will again hold an opt-out vote and, ultimately, we will proceed with the success- ful completion of this merger. "Our commitment to completing this merger at the stated terms is unflagging," Snow concluded. CSX also corrected four other matters raised in Nor- folk Southern's disinformation campaign: - Contrary to statements made by Norfolk Southern, both CSX and Conrail have repeatedly stated they will not meet with Norfolk Southern until after they have rebuffed all challenges to the CSX- Conrail merger. - Norfolk Southern's claims that the Conrail board can be replaced in 1997 simply are erroneous. This situation is not possible. Conrail has a staggered board and Conrail's shareholder rights plan (poison pill) can be redeemed or altered only by participation of the current Conrail board, which is unified in its support of the CSX-Conrail merger. - Any offer from Norfolk Southern must be dis- counted - for at least the length of the two- year exclusivity period. Conrail's Board has never expressed an interest in entering into merger negotiations with Norfolk Southern at the end of the two year exclusivity period. - There are no circumstances under which the STB can force the Conrail board to accept a merger with Norfolk Southern without the Conrail Board's approval. The Conrail Board, unified in its support of the CSX-Conrail merger, has repeatedly rejected Norfolk Southern's over- tures. 3 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. CSX's home page on the Internet can be reached at http://www.CSX.com. # # # -----END PRIVACY-ENHANCED MESSAGE-----