-----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, IWiPCmVRdAulhK3C4nyqSbU9bAsDMD796d+VvbcPWY8J4v2xloab8iGYFhfca5C/ BOnQciRSbi1w24rv8jJ+Lw== 0000950157-96-000361.txt : 19961111 0000950157-96-000361.hdr.sgml : 19961111 ACCESSION NUMBER: 0000950157-96-000361 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19961108 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: 96657547 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. 6 TO SCHEDULE 14D-9 ===================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------------- AMENDMENT NO. 6 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, November 6, 1996 and November 7, 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 8, 1996, Conrail issued a press release, the full text of which is attached as Exhibit (a)(18) hereto and incorporated herein by reference, advising Conrail's shareholders that they need not take any immediate action with respect to the revised unsolicited Norfolk tender offer for all outstanding Shares at $110 per Share, net to the seller in cash. 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)(18) Text of press release issued by Conrail, dated November 8, 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 8, 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.................... (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. EX-99.A.18 2 PRESS RELEASE EXHIBIT (A)(18) FOR IMMEDIATE RELEASE CONTACTS: Conrail Inc. Abernathy MacGregor Group Craig MacQueen Joele Frank/Judith Wilkinson (215) 209-4594 (212) 371-5999 CONRAIL ADVISES SHAREHOLDERS TO AWAIT BOARD RESPONSE TO NORFOLK SOUTHERN'S REVISED UNSOLICITED OFFER BEFORE TAKING ANY ACTION -------------------------------------------------------------------- Philadelphia, PA, (November 8, 1996) -- Conrail Inc. [NYSE:CRR] today advised shareholders that they need not take any action at this time with respect to the revised unsolicited tender offer announced today by Norfolk Southern Corp. [NYSE: NSC], and that shareholders should await the response of the Conrail Board. Conrail said that, while the Board would promptly review the revised tender offer, its Board had already carefully considered the relative merits of a merger with Norfolk Southern rather than with CSX and the Board had unanimously determined that a merger with CSX was in the best interests of Conrail and its constituencies. Nevertheless, Conrail said that Norfolk Southern's revised unsolicited tender offer would be reviewed and the Conrail Board would advise shareholders of its response. 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. -----END PRIVACY-ENHANCED MESSAGE-----