-----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, ASeyCwiUtVT3NFXLxvpLhbirI9LaFHTuehqjz865WL27oleZYcCacjH4Mc+Y7MLR IgVl2SuWpWMmbbtNC9f0nA== 0000950157-97-000059.txt : 19970129 0000950157-97-000059.hdr.sgml : 19970129 ACCESSION NUMBER: 0000950157-97-000059 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970128 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: 97512317 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. 8 TO SCHEDULE 14D9 ===================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------------ AMENDMENT NO. 8 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 December 6, 1996, and amended on December 12, 1996, December 20, 1996, January 3, 1997, January 10, 1997, January 14, 1997, January 16, 1997 and January 21, 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 22, 1997, CSX and Purchaser extended the Second CSX Offer until 5:00 p.m., Eastern Standard Time, on February 14, 1997. On January 22, 1997, Norfolk amended its offer. Norfolk, through a wholly owned subsidiary, is now offering to purchase up to 8.2 million Shares at $115 per Share, net to the seller in cash and without interest. On January 22, 1997, Conrail issue a press release in which it reported its fourth quarter earnings and announced that for the third consecutive quarter Conrail produced record results in net income, earnings per share and operating ratio. A copy of the text of the press release is attached as Exhibit (a)(20) hereto and is incorporated herein by reference and the foregoing summary is qualified in its entirety by reference to such Exhibit. On January 23, 1997, Conrail issued a press release announcing that the Conrail shareholders voted against the opt out proposal at the Pennsylvania Special Meeting. A copy of the text of the press release is attached as Exhibit (a)(21) hereto and is incorporated herein by reference and the foregoing summary is qualified in its entirety by reference to such Exhibit. On January 28, 1997, Conrail issued a press release announcing the position of the Conrail Board with respect to the amended Norfolk Offer. A copy of the text of the press release is attached as Exhibit (a)(22) hereto 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)(20) Text of press release issued by Conrail dated January 22, 1997 (incorporated by reference to Exhibit (a)(26) to the Norfolk 14D-9). (a)(21) Text of press release issued by Conrail dated January 23, 1997 (incorporated by reference to Exhibit (a)(27) to the Norfolk 14D-9). (a)(22) Text of press release issued by Conrail dated January 28, 1997 (incorporated by reference to Exhibit (a)(24) to the Norfolk 14D-9). 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 28, 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........................ (a)(20) Text of press release issued by Conrail dated January 22, 1997 (incorporated by reference to Exhibit (a)(26) to the Norfolk 14D-9)........................................ (a)(21) Text of press release issued by Conrail dated January 23, 1997 (incorporated by reference to Exhibit (a)(27) to the Norfolk 14D-9)........................................ (a)(22) Text of press release issued by Conrail dated January 28, 1997 (incorporated by reference to Exhibit (a)(24) to the Norfolk 14D-9)........................................ *(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)..... Exhibit Description Page No. - ------- ----------- -------- *(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).................................. *(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 Solicitation/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 -----END PRIVACY-ENHANCED MESSAGE-----