-----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, C8jcFwDD+Ds9AWwL5UD4hds96MJWiyC1YnK5zNBFFPtMZmapzehksjZakJQ6LKry ZzKV1Fw7mjM/oDzezNsqVg== 0000950157-96-000335.txt : 19961023 0000950157-96-000335.hdr.sgml : 19961023 ACCESSION NUMBER: 0000950157-96-000335 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961022 SROS: NYSE SROS: PHLX SUBJECT COMPANY: 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 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-39759 FILM NUMBER: 96646391 BUSINESS ADDRESS: STREET 1: ONE JAMES CNTR STREET 2: 901 E CARY ST CITY: RICHMOND STATE: VA ZIP: 23219 BUSINESS PHONE: 8047821400 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 13D 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 13D 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 CONRAIL INC. ---------------------------------------------------------------- (Name of Issuer) Common Stock, Par Value $1.00 Per Share --------------------------------------- (Title of Class of Securities) 208368 10 0 -------------- (CUSIP Number) Series A ESOP Convertible Junior Preferred Stock, Without Par Value -------------------------------------------------------------------- (Title of Class of Securities) N/A ------------------- (CUSIP Number) James D. McGeehan Robert A. Kindler, Esq. Corporate Secretary Cravath, Swaine & Moore Conrail Inc. Worldwide Plaza 2001 Market Street 825 Eighth Avenue Philadelphia, Pennsylvania 19101 New York, New York 10019 ------------------------------------------------------------------ (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) October 14, 1996 ------------------------------------------------------------------ (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d- 1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following pages) (Page 1 of 9 Pages) Page 1 of 9 Pages CUSIP NO. 208368 10 0 13D Page 2 of 9 Pages 1 NAME OF REPORTING PERSON Conrail Inc. S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 23-2728514 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a)|_| (b)|_| 3 SEC USE ONLY 4 SOURCE OF FUNDS * WC, BK, OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION Pennsylvania 7 SOLE VOTING POWER NUMBER OF 43,090,773 1 SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY None EACH REPORTING 9 SOLE DIPOSITIVE POWER PERSON WITH 43,090,773 1 10 SHARED DISPOSITIVE POWER None 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 43,090,773 1 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES * |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.6% 2 14 TYPE OF REPORTING PERSON * CO * SEE INSTRUCTIONS BEFORE FILLING OUT 1 The shares of common stock of CSX Corporation (the "Issuer") covered by this report are purchasable by Conrail Inc. ("Conrail") upon exercise of an option (the "Option") granted to Conrail pursuant to the CSX Corporation Stock Option Agreement dated as of October 14 , 1996 (the "CSX Stock Option Agreement"), and described in Item 4 of this report. Prior to the exercise of the Option, Conrail is not entitled to any rights as a shareholder of the Issuer as to the shares covered by the Option. The number of shares of common stock of the Issuer purchasable by Conrail under the Option, which is initially set to equal 43,090,773 shares, will be adjusted if necessary so that the number of shares purchasable by Conrail upon exercise of the Option at the time of its exercise is equal to 19.9% of the total outstanding shares of common stock of the Issuer at the time of such exercise. The Option may only be exercised upon the happening of certain events, none of which has occurred as of the date hereof. Prior to such exercise, Conrail expressly disclaims beneficial ownership of the shares of common stock of the Issuer which are purchasable by Conrail upon exercise of the Option. The number of shares indicated represents approximately 19.9% of the total outstanding shares of common stock of the Issuer as of October 14, 1996, excluding shares issuable upon exercise of the Option. 2 Adjusted to reflect the issuance by the Issuer of 43,090,773 shares of common stock of the Issuer upon exercise of the Option as described herein. Page 3 of 9 Pages Item 1. Security and Issuer This Schedule 13D relates to the common stock, par value $1.00 per share (the "Common Stock," an individual share of which is a "Share"), of CSX Corporation, a Virginia corporation (the "Issuer"). The principal executive offices of the Issuer are located at One James Center, 901 East Cary Street, Richmond, Virginia 23219. Item 2. Identity and Background This Schedule 13D is filed by Conrail Inc. ("Conrail"), a Pennsylvania corporation engaged in the business of providing freight transportation services within the northeast and midwest United States. Conrail interchanges freight with other United States and Canadian railroads for transport to destinations within and outside Conrail's service region. Conrail serves a heavily industrial region that is marked by dense population centers which constitute a substantial market for consumer durable and non-durable goods, and a market for raw materials used in manufacturing and by electric utilities. Conrail's principal offices are located at 2001 Market Street, Philadelphia, Pennsylvania 19101. During the last five years, to the best of Conrail's knowledge, neither Conrail nor any of its executive officers or directors has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws. All executive officers and directors of Conrail are citizens of the United States. The name, business address and present principal occupation (including the name and address of the corporation or organization in which such employment is conducted) of each executive officer and director is set forth in Schedule A to this Schedule 13D and is specifically incorporated herein by reference. Item 3. Source and Amount of Funds or Other Consideration This Statement relates to an option granted to Conrail by the Issuer to purchase shares of Common Stock from the Issuer as described in Item 4 below (the "Option"). The Option entitles Conrail to purchase 43,090,773 Shares (the "Option Shares") under the circumstances specified in the CSX Corporation Stock Option Agreement dated as of October 14, 1996, between Conrail and the Issuer (the "CSX Corporation Stock Option Agreement") and as described in Item 4 below, for a purchase price of $64.82 per Share (the "Purchase Price"). The number of Option Shares will be adjusted if necessary so that the number of shares purchasable by Conrail upon exercise of the Stock Option at the time of its exercise is equal to 19.9% of the total outstanding shares of common stock of the Issuer at the time of exercise. Reference is hereby made to the CSX Corporation Stock Option Agreement, which is included as Exhibit (c)(3) to the Tender Offer Statement on Schedule 14D-1 filed by the Issuer on October 16, 1996 (the "Schedule 14D-1"), for the full text of its terms, including the conditions upon which it may be exercised. Page 4 of 9 Pages The Option was granted by the Issuer as an inducement to Conrail to enter into the Agreement and Plan of Merger, dated as of October 14, 1996, by and among Conrail, Green Acquisition Corp., a Pennsylvania corporation and a wholly owned subsidiary of the Issuer, and the Issuer (the "Merger Agreement"). Pursuant to the Merger Agreement and subject to the terms and conditions set forth therein (including approval by the stockholders of Conrail and the Issuer and various regulatory agencies), Conrail will merge with and into Green Acquisition Corp. (the "Merger") with Green Acquisition Corp. continuing as the surviving corporation, and each issued and outstanding share of common stock of Conrail, par value $1.00 per share, and Series A ESOP Convertible Junior Preferred Stock, without par value, in each case other than those shares owned by Conrail, the Issuer or any subsidiary of Conrail or the Issuer, will be converted into the right to receive 1.85619 Shares. If the Merger is consummated, the Option will not be exercised. No monetary consideration was paid by Conrail to the Issuer for the Option. If Conrail elects to exercise the Option, it currently anticipates that the funds to pay the Purchase Price will be generated by a combination of available working capital, bank or other borrowings and/or the sale, in whole or in part, of Option Shares following such exercise. Item 4. Purpose of Transaction As stated above, the Option was granted to Conrail in connection with the execution of the Merger Agreement. A copy of the Merger Agreement is included as Exhibit (c)(1) to the Schedule 14D-1, and is incorporated herein by reference in its entirety. If the Merger is consummated, the Board of Directors of the Issuer shall consist of the current Chairman of the Issuer, the current Chairman of Conrail and an even number of other Directors of whom 50% shall be designated by each of Conrail and the Issuer. Conrail has the right to cause the Issuer to prepare and file up to three registration statements under the Securities Act of 1933, as amended, in order to permit the sale by Conrail of any Option Shares purchased under the Option. The descriptions herein of the CSX Stock Option Agreement and the Merger Agreement are qualified in their entirety by reference to such agreements, copies of which were filed as Exhibits (c)(3) and (c)(1), respectively, to the Schedule 14D-1. Item 5. Interest in Securities of the Issuer As a result of the issuance of the Option, Conrail may be deemed to be the beneficial owner of 43,090,773 Shares, which would represent approximately 16.6% of the Shares outstanding after exercise of the Option (based on the number of Shares outstanding on October 14, 1996, as set forth in the Merger Agreement). Conrail will have sole voting and dispositive power with respect to such Shares. The Option Shares described herein are subject to the Option, which is not currently exercisable. Nothing herein shall be deemed to be an admission by Conrail as to the beneficial ownership of any Shares, and, prior to exercise of the Option, Conrail disclaims beneficial ownership of all Option Shares. Except as described herein, neither Conrail nor, to the best of Conrail's knowledge, any other person referred to in Schedule A attached hereto, beneficially owns or has acquired or disposed of any Shares of the Issuer during the past 60 days. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Except for the Merger Agreement and the CSX Corporation Stock Option Agreement, none of the persons named in Item 2 has any contracts, arrangements, understandings or relationships (legal or otherwise) with any persons with respect to any securities of the Issuer, including, but not limited to, transfers or voting of any securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Page 5 of 9 Pages Item 7. Materials to be Filed as Exhibits Exhibit Description 1 CSX Corporation Stock Option Agreement, dated as of October 14, 1996, between CSX Corporation, as Issuer, and Conrail Inc., as Grantee (incorporated by reference to Exhibit (c)(3) to the Tender Offer Statement on Schedule 14D-1 on October 16, 1996 (the "Schedule 14D-1")). 2 Agreement and Plan of Merger, dated as of October 14, 1996, among Conrail Inc., Green Acquisition Corp. and CSX Corporation (incorporated by reference from Exhibit (c)(1) to the Schedule 14D-1). Page 6 of 9 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13D is true, complete and accurate. October 22, 1996 CONRAIL INC. By: /s/Bruce B. Wilson --------------------------------- Name: Bruce B. Wilson Title: Senior Vice President -- Law Page 7 of 9 Pages SCHEDULE A Names of Directors Principal Occupation Residence or Business and Officers or Employment Address of Organization - -------------------- ----------------------------- ----------------------- David M. LeVan Chairman, President and Chief Conrail Inc. Director and Officer Executive Officer 2001 Market Street Philadelphia, PA 19101 Cynthia A. Archer Senior Vice President - Conrail Inc. Officer Intermodal Service Group 2001 Market Street Philadelphia, PA 19101 Ronald J. Conway Senior Vice President - Conrail Inc. Officer Operations 2001 Market Street Philadelphia, PA 19101 Timothy P. Dwyer Senior Vice President - Unit Conrail Inc. Officer Train Service Group 2001 Market Street Philadelphia, PA 19101 Timothy T. O'Toole Senior Vice President - Conrail Inc. Officer Finance 2001 Market Street Philadelphia, PA 19101 Frank H. Nichols Senior Vice President - Conrail Inc. Officer Organizational Performance 2001 Market Street Philadelphia, PA 19101 John P. Sammon Senior Vice President - CORE Conrail Inc. Officer Service Group 2001 Market Street Philadelphia, PA 19101 George P. Turner Senior Vice President - Conrail Inc. Officer Automotive Service Group 2001 Market Street Philadelphia, PA 19101 Bruce B. Wilson Senior Vice President - Law Conrail Inc. Officer 2001 Market Street Philadelphia, PA 19101 Lucy S. L. Amerman Vice President - Risk Conrail Inc. Officer Management 2001 Market Street Philadelphia, PA 19101 Dennis A. Arouca Vice President - Conrail Inc. Officer Labor Relations 2001 Market Street Philadelphia, PA 19101 Page 8 of 9 Pages Names of Directors Principal Occupation Residence or Business and Officers or Employment Address of Organization - -------------------- ----------------------------- ----------------------- Gerald T. Gates Vice President - Customer Conrail Inc. Officer Support 2001 Market Street Philadelphia, PA 19101 Hugh J. Kiley Vice President - Service Conrail Inc. Officer Design & Planning 2001 Market Street Philadelphia, PA 19101 Craig R. MacQueen Vice President - Corporate Conrail Inc. Officer Communications 2001 Market Street Philadelphia, PA 19101 Donald W. Mattson Vice President - Controller Conrail Inc. Officer 2001 Market Street Philadelphia, PA 19101 John A. McKelvey Vice President - Conrail Inc. Officer Service Delivery 2001 Market Street Philadelphia, PA 19101 William B. Newman, Vice President and Connrail Inc. Jr. Washington Counsel 2001 Market Street Officer Philadelphia, PA 19101 Lester M. Passa Vice President - Logistics and Conrail Inc. Officer Corporate Strategy 2001 Market Street Philadelphia, PA 19101 Albert M. Polinsky Vice President - Information Conrail Inc. Officer Systems 2001 Market Street Philadelphia, PA 19101 John M. Samuels Vice President - Operating Conrail Inc. Officer Assets 2001 Market Street Philadelphia, PA 19101 Thomas J. McFadden Corporate Treasurer Conrail Inc. Officer 2001 Market Street Philadelphia, PA 19101 James D. McGeehan Corporate Secretary Conrail Inc. Officer 2001 Market Street Philadelphia, PA 19101 H. Furlong Baldwin Chairman and Chief Executive 2 Hopkins Plaza Director Officer, Mercantile Bankshares 2nd Floor Corporation Baltimore, MD 21201 Page 9 of 9 Pages Names of Directors Principal Occupation Residence or Business and Officers or Employment Address of Organization - -------------------- ----------------------------- ----------------------- Claude S. Brinegar Vice Chairman, Unocal Corp. P.O. Box 4346 Director Stanford, CA 94309 Daniel B. Burke Chairman and Owner, 77 West 66th Street Director Portland, Maine Baseball Inc. New York, NY 10023 Kathleen Foley President, Economics Studies, 147 Clifton Street Feldstein Inc. Belmont, MA 02178 Director Roger S. Hillas Retired One Plymouth Meeting, Director Suite 425 Plymouth Meeting, PA 19462 E. Bradley Jones Retired 30195 Chagrin Boulevard Director Suite 104W Pepper Pike, OH 44124 David B. Lewis Chairman, Lewis, Clay & 1300 First National Director Munday, a Professional Building Corporation 660 Woodward Avenue Detroit, MI 48226 John C. Marous Retired 2210 PPG Place Director Pittsburgh, PA 15222 Gail McGovern AT&T 295 N. Maple Avenue Director Room 4345 L1 Basking Ridge, NJ 07920 Raymond T. Schuler Retired Boca Grande Club - 47B Director 5001 Gasparilla Road Boca Grande, FL 33921 David H. Swanson President and Chief Executive 950 North Meridian Street Director Officer, Countrymark Indianapolis, IN 46204 Cooperative, Inc. Page 10 of 9 Pages -----END PRIVACY-ENHANCED MESSAGE-----