-----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, EY0+nXa2uNPQ6oZBSVjPOwl2gY2Oc7kJIMJTpsmalcso+hptHGkemGmW8fOGRXH6 7P83Sine5ZZV0AUROekHjg== 0000950157-96-000367.txt : 19961115 0000950157-96-000367.hdr.sgml : 19961115 ACCESSION NUMBER: 0000950157-96-000367 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 1 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 14D9/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42777 FILM NUMBER: 96660954 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: 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 14D9/A 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 SC 14D9/A 1 AMENDMENT NO. 7 ===================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------------ AMENDMENT NO. 7 to SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT Pursuant to Section 14(d)(4) of the Securities Exchange Act of 1934 ------------------------------------ CONRAIL INC. (Name of Subject Company) ------------------------------------ CONRAIL INC. (Name of Person(s) Filing Statement) ------------------------------------ Common Stock, par value $1.00 per share (including the associated Common Stock Purchase Rights) (Title of Class of Securities) 208368 10 0 (CUSIP Number of Class of Securities) ------------------------------------ Series A ESOP Convertible Junior Preferred Stock, without par value (including the associated Common Stock Purchase Rights) (Title of Class of Securities) N/A (CUSIP Number of Class of Securities) ------------------------------------ James D. McGeehan Corporate Secretary Conrail Inc. 2001 Market Street Two Commerce Square Philadelphia, Pennsylvania 19101 (215) 209-4000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement) With a copy to: Robert A. Kindler, Esq. Cravath, Swaine & Moore Worldwide Plaza 825 Eighth Avenue New York, New York 10019 (212) 474-1000 ===================================================================== INTRODUCTION Conrail Inc. ("Conrail") hereby amends and supplements its Solicitation/Recommendation Statement on Schedule 14D-9, originally filed on October 16, 1996, as amended on October 25, 1996, November 1, 1996, November 4, 1996, November 6, 1996, November 7, 1996 and November 8, 1996 (as amended, the "Schedule 14D-9"), with respect to an offer by Green Acquisition Corp., a wholly owned subsidiary of CSX Corporation ("CSX") to purchase an aggregate of 17,860,124 of the outstanding Shares. Capitalized terms not defined herein have the meanings assigned thereto in the Schedule 14D-9. Item 8. Additional Information to be Furnished. Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding the following text at the end thereof: On November 13, 1996, the Conrail Board unanimously approved the issuance of the joint Conrail-CSX press release, the full text of which is attached as Exhibit (a)(19) hereto and incorporated herein by reference. Item 9. Materials to be filed as Exhibits. Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the following text thereto: (a)(19) Text of press release issued by Conrail and CSX, dated November 13, 1996. SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. CONRAIL INC. By /s/ Timothy T. O'Toole ------------------------- Name: Timothy T. O'Toole Title: Senior Vice President--Finance Dated as of November 13, 1996 EXHIBIT INDEX Exhibit Description Page No. - ------- ----------- -------- *(a)(1) Offer to Purchase dated October 16, 1996...... *(a)(2) Letter of Transmittal......................... *(a)(3) Text of press release issued by Conrail, dated October 15, 1996........................ *(a)(4) Letter to shareholders of Conrail dated October 16, 1996.............................. *(a)(5) Form of Summary Advertisement dated October 16, 1996.............................. *(a)(6) Opinion of Lazard Freres & Co. L.L.C.......... *(a)(7) Opinion of Morgan Stanley & Co. Incorporated.. *(a)(8) Text of press release issued by Norfolk, dated October 23, 1996........................ *(a)(9) Text of press release issued by Conrail, dated October 23, 1996........................ *(a)(10) Text of press release issued by Conrail, dated October 24, 1996........................ *(a)(11) Supplement to the Offer to Purchase dated November 6, 1996.............................. *(a)(12) Text of press release issued by Conrail and CSX dated November 6, 1996.................... *(a)(13) Letter to shareholders dated November 6, 1996.......................................... *(a)(14) Opinion of Lazerd Freres & Co. LLC dated November 5, 1996.............................. *(a)(15) Opinion of Morgan Stanley & Co. Incorporated Dated November 5, 1996........................ *(a)(16) Text of press release issued by Conrail, dated November 7, 1996........................ *(a)(17) Text of press release issued by Conrail, dated November 7, 1996........................ *(a)(18) Text of press release issued by Conrail, dated November 8, 1996........................ (a)(19) Text of press release issued by Conrail and CSX, dated November 13, 1996.................. (b) Not applicable................................ ---------------------- *Previously filed Exhibit Description Page No. - ------- ----------- -------- *(c)(1) Agreement and Plan of Merger dated as of October 14, 1996.............................. *(c)(2) Conrail Stock Option Agreement, dated as of October 14, 1996.............................. *(c)(3) CSX Stock Option Agreement dated as of October 14, 1996.............................. *(c)(4) Form of Voting Trust Agreement................ *(c)(5) Employment Agreement of Mr. LeVan dated as of October 14, 1996........................... *(c)(6) Change of Control Agreement of Mr. LeVan dated as of October 14, 1996.................. *(c)(7) Pages 4-5, and 9-14 of Conrail's Proxy Statement dated April 3, 1996................. *(c)(8) Complaint in Norfolk Southern et al. v. Conrail Inc., et al., No. 96-CV-7167, filed on October 23, 1996 in the United States District Court for the Eastern District of Pennsylvania.................................. *(c)(9) First Amended Complaint in Norfolk Southern et al. v. Conrail Inc., et al., No. 96-CV- 7167, filed on October 30, 1996 in the United States District Court for the Eastern District of Pennsylvania...................... *(c)(10) Resolution adopted by the Board of Directors of Conrail on November 4, 1996................ *(c)(11) First Amendment dated as of November 5, 1996 to Agreement and Plan of Merger............... - ---------------------- * Previously filed 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 November 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 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 combination for Conrail. Both CSX and Conrail stated that they continue to be fully committed to their merger. CSX and Conrail also stated that they have been having, 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 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. 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-----