-----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, RXne/LN7Ct3j/rggtQfsiQ2Sj0+yR8hWb/NDhYzYOhUGCa3ocQAdsxx4qAU4FwOt Fm7HTYGTJkxugxKFUrqKjw== 0000950157-97-000040.txt : 19970122 0000950157-97-000040.hdr.sgml : 19970122 ACCESSION NUMBER: 0000950157-97-000040 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970121 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: 97507959 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 TO SCHEDULE 14D9 ======================================================================== 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 Solicitatio Recommendation Statement on Schedule 14D-9, originally filed on December 6, 1996, and amended on December 12, 1996, December 20, 1996, January 3, 1997, January 10, 1997, January 14, 1997 and January 16, 1997 (as amended, the "CSX Schedule 14D-9") with respect to an offer by Green Acquisition Corp., a Pennsylvania corporation ("Purchaser") and a wholly owned subsidiary of CSX Corporation, a Virginia corporation ("CSX"), to purchase up to an aggregate of 18,344,845 Shares of Conrail. Capitalized terms not defined herein have the meanings assigned thereto in the CSX Schedule 14D-9. Item 8. Additional Information to be Furnished. Item 8 of the CSX Schedule 14D-9 is hereby amended and supplemented by adding the following text thereto: On January 17, 1997, Conrail issued a press release announcing that Conrail shareholders apparently voted at the Pennsylvania Special Meeting against a proposal to amend the Conrail Articles to opt out of Subchapter 25E of the PBCL, but that the Conrail Board remains committed to the Merger. A copy of the press release is attached as Exhibit (a)(19) and is incorporated herein by reference and the foregoing summary is qualified in its entirety by reference to such Exhibit. Item 9. Materials to be filed as Exhibits. Item 9 of the CSX Schedule 14D-9 is hereby amended and supplemented by adding the following text thereto: (a)(19) Text of press release issued by Conrail dated January 17, 1997. 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 January 21, 1997 EXHIBIT INDEX Exhibit Description Page No. - ------- ----------- -------- *(a)(1) Offer to Purchase dated December 6, 1996 (incorporated by reference to Exhibit (a)(1) to CSX's and Purchaser's Tender Offer Statement on Schedule 14D-1 dated December 6, 1996, as amended (the "CSX 14D-1"))........................ *(a)(2) Letter of Transmittal (incorporated by reference to Exhibit (a)(2) to the CSX 14D-1)............... *(a)(3) Text of press release issued by CSX dated December 6, 1996 (incorporated by reference to Exhibit (a)(7) to the CSX 14D-1).................. *(a)(4) Letter to shareholders of Conrail dated December 6, 1996........................................... *(a)(5) Form of Summary Advertisement dated December 6, 1996 (incorporated by reference to Exhibit (a)(5) to the CSX 14D-1).......................... *(a)(6) Opinion of Lazard Freres & Co. LLC (incorporated by reference to Exhibit (a)(14) to the Solicitation/ Recommendation Statement on Schedule 14D-9 of Conrail dated October 16, 1996, as amended, relating to the First Offer (the "First 14D-9")).............................. *(a)(7) Opinion of Morgan Stanley & Co. Incorporated (incorporated by reference to Exhibit (a)(15) to the First 14D-9).................................. *(a)(8) Text of press release issued by Conrail and CSX dated December 10, 1996........................... *(a)(9) Opinion of Lazard Freres & Co. LLC dated December 18, 1996................................. *(a)(10) Opinion of Morgan Stanley & Co. Incorporated dated December 18, 1996........................... *(a)(11) Supplement to the Offer to Purchase dated December 19, 1996 (incorporated by reference to Exhibit (a)(15) to the 14D-1)..................... *(a)(12) Text of press release issued by CSX and Conrail dated December 19, 1996........................... Exhibit Description Page No. - ------- ----------- -------- *(a)(13) Text of press release issued by Conrail dated December 20, 1996................................. *(a)(14) Text of advertisement published by Conrail and CSX on December 10, 1996.......................... *(a)(15) Text of advertisement published by Conrail and CSX on December 12, 1996.......................... *(a)(16) Text of joint press release issued by Conrail and CSX dated January 9, 1997..................... *(a)(17) Text of joint press release issued by Conrail and CSX dated January 13, 1997.................... *(a)(18) Text of joint press release issued by Conrail and CSX dated January 15, 1997.................... (a)(19) Text of press release issued by Conrail dated January 19, 1997.................................. *(c)(1) Agreement and Plan of Merger dated as of October 14, 1996 (incorporated by reference to Exhibit (c)(1) to CSX's and Purchaser's Tender Offer Statement on Schedule 14D-1 dated October 16, 1996, as amended, relating to the First Offer (the "First CSX 14D-1")).......................... *(c)(2) First Amendment to Agreement and Plan of Merger dated as of November 5, 1996 (incorporated by reference to Exhibit (c)(7) to the First CSX 14D-1)............................................ *(c)(3) Conrail Stock Option Agreement dated as of October 14, 1996 (incorporated by reference to Exhibit (c)(2) to the First CSX 14D-1)............ *(c)(4) CSX Stock Option Agreement dated as of October 14, 1996 (incorporated by reference to Exhibit (c)(3) to the First CSX 14D-1).................... *(c)(5) Voting Trust Agreement dated as of October 15, 1996 (incorporated by reference to Exhibit (c)(4) to the First CSX 14D-1).................... *(c)(6) Employment Agreement of Mr. LeVan dated as of October 14, 1996 (incorporated by reference to Exhibit (c)(5) to the First 14D-9)................ *(c)(7) Change of Control Agreement of Mr. LeVan dated as of October 14, 1996 (incorporated by reference to Exhibit (c)(6) to the First 14D-9)... Exhibit Description Page No. - ------- ----------- -------- *(c)(8) Answer and Defenses of Conrail, CSX and the individual defendants to Second Amended Complaint, and Counterclaim of Conrail and CSX in Norfolk Southern et al. v. Conrail Inc. et al., filed on December 5, 1996, in the United States District Court for the Eastern District of Pennsylvania (incorporated by reference to Exhibit (c)(8) to the Solicitatio Recommendation Statement on Schedule 14D-9 of Conrail dated November 6, 1996, as amended, relating to the Norfolk Offer).................................... *(c)(9) Pages 4-5 and 9-14 of Conrail's Proxy Statement dated April 3, 1996 (incorporated by reference to Exhibit (c)(7) to the First 14D-9)............. *(c)(10) Second Amendment to Agreement and Plan of Merger dated as of December 18, 1996 (incorporated by reference to Exhibit (c)(6) to the 14D-1)......... *(c)(11) Form of Amended and Restated Voting Trust Agreement (incorporated by reference to Exhibit (c)(7) to the 14D-1).............................. *(c)(12) Text of opinion of Judge Donald VanArtsdalen of the United States District Court for the Eastern District of Pennsylvania as delivered from the bench on January 9, 1997.......................... *(c)(13) Text of STB Decision No. 5 of STB Finance Docket No. 33220 dated January 8, 1997................... - --------------------- * Previously filed EX-99.A.19 2 PRESS RELEASE Exhibit (a)(19) CONTACTS: Conrail Inc. Abernathy MacGregor Group Craig R. MacQueen Joele Frank/Dan Katcher (215) 209-4594 (212) 371-5999 FOR IMMEDIATE RELEASE: CONRAIL RESPONDS TO SHAREHOLDER VOTE CONRAIL FULLY COMMITTED TO CSX MERGER Philadelphia, PA (January 17, 1997) -- Conrail Inc. [NYSE: CRR] announced today that it appears that its shareholders voted against the proposal to opt out a Pennsylvania statute at today's Special Meeting of Shareholders. David M. LeVan, chairman, president, and chief executive officer, said "Today's anticipated results are not unexpected given Norfolk Southern's latest tactic -- its promise to purchase 9.9% of Conrail shares if shareholders vote against the Proposal here today. Norfolk knew that our shareholders would support the CSX transaction, and made this enticing offer solely to undermine this vote. Today's vote has no implications as to how our shareholders will ultimately decide on the CSX merger. "Norfolk must have believed that having the Proposal not be approved today would somehow shake the resolve of the Conrail Board. Norfolk is mistaken. The Conrail Board is fully committed to the CSX-Conrail merger and will not agree to a transaction with Norfolk Southern. Our Board and management look forward to completing our merger with CSX and providing our shareholders an exceptional value for all of their shares as quickly as possible." Mr. LeVan added, "It is unfortunate that Norfolk Southern has tried to mislead our shareholders through a series of inaccurate statements. Norfolk's repeated assertion that the Surface Transportation Board can cause a Conrail-Norfolk combination to occur without the Conrail Board's approval is flat out wrong. No transaction with Conrail can occur without the Conrail Board's prior approval. Further, there is no basis for Norfolk's statements that the two-year exclusivity period between Conrail and CSX can somehow be shortened to earlier than 1999." Mr. LeVan concluded, "The Conrail Board is resolute -- Norfolk's actions will have no effect on our commitment to our merger with CSX. There can be no transaction with Norfolk until 1999 at the earliest. The Conrail Board has determined that a sale to Norfolk is not in the best interests of Conrail." Prior to the closing of the polls at the Special Meeting of Shareholders, all proxy cards and ballots were turned over to the independent inspector of election, Corporate Election Services, who, over the next few days, will tabulate the vote. It is expected that the preliminary tabulation will be provided to both sides this weekend and that the final results will be certified a short time later. Conrail will publicly announce the final results once they are made available to them. Following the presentation of the preliminary vote to Conrail and Norfolk Southern, both sides will have the opportunity to examine and challenge the proxy tabulation. 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. Conrail's home page can be reached at http://www.CONRAIL.com. -----END PRIVACY-ENHANCED MESSAGE-----