-----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, CxZ+VpTBAedj311Zc7FhIr5AKl6dAepZznp10Y7IAywFU36M+c1f8oGB1RCRapbs yHjn1bnDfIyO72E+Mii+Ag== 0000950157-96-000357.txt : 19961108 0000950157-96-000357.hdr.sgml : 19961108 ACCESSION NUMBER: 0000950157-96-000357 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19961107 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: 96656240 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. 5 ===================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------------- AMENDMENT NO. 5 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 October 25, 1996, November 1, 1996, November 4, 1996 and November 6, 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 7, 1996, Conrail issued a press release announcing that the hearing on the preliminary injunction being sought by Norfolk has been postponed at Norfolk's request until Monday, November 18, 1996. On November 7, 1996, Conrail issued a press release that contained a letter from the independent directors of the Board of Directors of Conrail to the Board of Directors of Norfolk. Copies of the press releases are filed as Exhibits (a)(16) and (a)(17) hereto, respectively, and are 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)(16) Text of press release issued by Conrail, dated November 7, 1996. (a)(16) Text of press release issued by Conrail, dated November 7, 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 7, 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 Southern, 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.................. (b) Not applicable.......................... ---------------------- *Previously filed *(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. EX-99.A16 2 PRESS RELEASE Exhibit (a)(16) [CONRAIL LOGO] FOR IMMEDIATE RELEASE CONTACTS: Conrail Inc. Abernathy MacGregor Group Craig MacQueen Joele Frank/Dan Katcher (215) 209-4594 (212) 371-5999 NORFOLK SOUTHERN REQUESTS POSTPONEMENT OF PRELIMINARY INJUNCTION HEARING Philadelphia, PA (November 7, 1996)--Conrail Inc. (NYSE: CRR) today announced that at the request of Norfolk Southern Corporation (NYSE: NSC), at a telephonic conference with the Court this morning, the hearing on Norfolk Southern's motion for a preliminary injunction has been postponed from Tuesday, November 12, 1996 until Monday, November 18, 1996. Conrail, with corporate headquarters in Philadelphia, PA, operates on 11,000-mile rail freight network in 12 northeastern and midwestern states, the District of Columbia, and the Province of Quebec. # # # EX-99.A17 3 PRESS RELEASE Exhibit (a)(17) [CONRAIL LOGO] FOR IMMEDIATE RELEASE CONTACTS: Conrail Inc. Abernathy MacGregor Group Craig MacQueen Joele Frank/Dan Katcher (215) 209-4594 (212) 371-5999 The Following Letter Is Being Sent By The Independent Directors Of Conrail To The Board Of Directors Of Norfolk Southern Corporation: To the Board of Directors of Norfolk Southern Corporation: On October 14, 1996, the undersigned independent directors of Conrail Inc. unanimously approved a merger of equals with CSX Corporation to create one of the world's leading transportation and logistics companies. That transaction offered value to our shareholders at the high-end of what has been paid in other railroad mergers, and the business combination contemplated clearly was and is in the best interests of Conrail and its constituencies. Before approving that merger, we carefully considered the relative merits of a merger with Norfolk Southern rather than with CSX, and we unanimously determined that the combination with CSX was and is in Conrail's best interest and represents the superior business combination for Conrail. In making that decision, we were fully aware that Norfolk Southern had expressed an interest in acquiring Conrail. CSX has now agreed to increase significantly the value offered to the Conrail shareholders. Conrail's shareholders will now receive more value for their shares, and Conrail's other constituencies will continue to get the tremendous benefits resulting from the CSX merger. The independent directors of Conrail are unanimously committed to the CSX merger. -more- The Conrail independent directors not only are united in their commitment to the CSX transaction, but are united in their support of our Chairman, David LeVan. Thanks in large measure to Mr. LeVan, our merger of equals with CSX will provide Conrail shareholders with near- term value at the high-end of what has ever been paid in a railroad merger and the opportunity to participate, with all our other constituencies, in the tremendous benefits we anticipate from the new company. We have high regard for Norfolk Southern and its Board, but we simply do not believe that a sale of Conrail to Norfolk Southern is in the best interest of Conrail and its constituencies. Very truly yours, The Independent Directors of Conrail Inc. -----END PRIVACY-ENHANCED MESSAGE-----