-----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, BY8TXmLsHPJU7sLJ7vNpc0Dr5kIBGbLq7+wG+4JmEJpxeLxS2drF268VbGscXAzE CKfOJjM8nqXBJ3QMKtluTg== 0000950157-96-000402.txt : 19961122 0000950157-96-000402.hdr.sgml : 19961122 ACCESSION NUMBER: 0000950157-96-000402 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19961121 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: 96670458 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. 9 ======================================================================= SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 10 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, November 8, 1996, November 13, 1996 and November 18, 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 20, 1996, Conrail and CSX issued a joint press release, the full text of which is attached as Exhibit (a)(21) hereto and incorporated herein by reference, with respect to the appeal heard on November 20, 1996, by the United States Court of Appeals for the Third Circuit, in connection with the denial by the United States District Court for the Eastern District of Pennsylvania of Norfolk's motion for a preliminary injunction. On November 21, 1996, CSX issued a press release, the full text of which is attached as Exhibit (a)(22) hereto and incorporated herein by reference, with respect to the results of the Offer, which expired at midnight Eastern time on Wednesday, November 20, 1996. 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)(21) Text of press release issued by Conrail and CSX dated November 20, 1996. (a)(22) Text of press release issued by CSX dated November 21, 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 21, 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 Lazard 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.................. *(a)(20) Text of press release issued by Conrail and CSX, dated November 19, 1996.................. Exhibit Description Page No. - ------- ----------- -------- (a)(21) Text of press release issued by Conrail and CSX, dated November 20, 1996.................. (a)(22) Text of press release issued by CSX dated November 21, 1996............................. (b) Not applicable................................ *(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.......... *(c)(12) Second Amended Complaint in Norfolk Southern et. al. v. Conrail Inc., et al., No. 96-CV-7167, filed on November 15, 1996 in the United States District Court for the Eastern District of Pennsylvania.............. - ---------------------- * Previously filed EX-99.1 2 PRESS RELEASE EXHIBIT (a)(21) 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 APPEALS COURT REFUSES TO ENJOIN CSX TENDER OFFER - ----------------------------------------------------------------------- Richmond VA and Philadelphia, PA, (November 20, 1996) -- CSX Corporation (CSX) (NYSE:CSX) and Conrail Inc. (Conrail) (NYSE:CRR) said today that they are pleased with the decision of the United States Court of Appeals for the Third Circuit rejecting Norfolk Southern's application for an injunction pending an appeal by Norfolk Southern of yesterday's decision by the United States District Court for the Eastern District of Pennsylvania. The District Court decision, announced last night, denied Norfolk Southern's motion for a preliminary injunction to block the purchase of Conrail shares by CSX in its $110 cash tender offer for 19.9% of Conrail shares outstanding. CSX and Conrail issued the following statement: "We are pleased that the U.S. Court of Appeals has let stand yesterday's District Court ruling. Despite Norfolk Southern's continuing attempts to derail the merger of Conrail and CSX, we are committed to each other and to the great future of our combined companies." CSX Corporation, 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. EX-99.2 3 PRESS RELEASE EXHIBIT (a)(22) FOR IMMEDIATE RELEASE CONTACTS: CSX Corporation Richard Wolff Thomas E. Hoppin Kekst and Company (804) 782-1450 (212) 593-2655 CSX CORPORATION SUCCESSFUL IN TENDER OFFER FOR CONRAIL SHARES - ------------------------------------------------------------------------- Richmond VA, (November 21, 1996) -- CSX Corporation (CSX) (NYSE:CSX) today announced that its cash tender offer by its subsidiary for shares of Conrail Inc. (NYSE:CRR) at a price of $110 per share was oversubscribed. The offer expired at midnight Eastern time on Wednesday, November 20, 1996. Based on a preliminary count from the depositary for the offer, approximately 76,629,202 shares have been tendered, of which approximately 50,497,768 have been tendered by notice of guaranteed delivery. CSX's subsidiary, Green Acquisition Corp., accepted for payment 17,860,124 Conrail shares sought in the offer, which represents approximately 19.9% of the outstanding voting shares of Conrail. The preliminary proration factor under the offer is 23% for all Conrail shares tendered. The final proration factor is expected to be announced on or about November 27, 1996, and it is expected that payment for the shares that have been accepted will commence promptly thereafter. John W. Snow, CSX's Corporation's chairman, president and chief executive officer, said, "With the successful completion of this tender offer, we move another step closer to completing the strategic merger of Conrail and CSX and realizing the substantial benefits that this combination will bring." CSX Corporation, 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. -----END PRIVACY-ENHANCED MESSAGE-----