-----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, D/W0L8n0YCHDq+OOidtx5x8iDUeQqz/MjoRrv9Id+zDczzLa04Moraa5/uMx2GXv KoR1+vU58ynJPSpCJ4eQnQ== 0000950157-97-000069.txt : 19970220 0000950157-97-000069.hdr.sgml : 19970220 ACCESSION NUMBER: 0000950157-97-000069 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970203 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: 97516912 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. 9 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, January 21, 1997 and January 28, 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 29, 1997, CSX and Conrail jointly published an advertisement, a copy of which is attached hereto as Exhibit (a)(23) and is incorporated herein by reference. On January 31, 1997, Conrail issued a press release announcing that it had designated December 19, 1997, as the date for its 1997 annual shareholders meeting. A copy of the text of the press release is attached hereto as Exhibit (a)(24), is incorporated herein by reference and the foregoing summary is qualified in its entirety by reference to such Exhibit. On January 31, 1997, Conrail, CSX and Norfolk issued a joint press release regarding their meeting held on January 31, 1997. A copy of the text of the press release is attached hereto as Exhibit (a)(25), is incorporated herein by reference and the foregoing summary is qualified in its entirety by reference to such Exhibit. Following the consummation of the amended Norfolk Offer on February 4, 1997, the Employee Benefits Trust ("EBT") will use the proceeds received from the tender of Shares pursuant to the amended Norfolk Offer to purchase additional Shares in the market. Following the consummation of the amended Norfolk Offer, it is anticipated that the ESOP will use the proceeds received from the tender of Shares pursuant to the amended Norfolk Offer and any additional proceeds remaining from the First CSX Offer to purchase additional Shares in the market. 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)(23) Text of joint advertisement published by Conrail and CSX on January 29, 1997. (a)(24) Text of press release issued by Conrail on January 31, 1997. (a)(25) Text of joint press release issued by Conrail, CSX and Norfolk on January 31, 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/ John A. McKelvey ----------------------------------- Name: John A. McKelvey Title: Senior Vice President-- Finance Dated as of February 3, 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)(23) Text of joint advertisement published by Conrail and CSX on January 29, 1997........ (a)(24) Text of press release issued by Conrail on January 31, 1997........................... (a)(25) Text of joint press release issued by Conrail, CSX and Norfolk on January 31, 1997 *(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"))................................... Exhibit Description Page No. *(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)............................... *(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)....... Exhibit Description Page No. *(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 EXHIBIT (a)(23) WHY ARE CSX AND CONRAIL SO COMMITTED TO THEIR MERGER? Because It will Create the Most Efficient And Competitive Transportation and Logistics Company In The Nation . . .AND THIS MEANS MORE FOR EVERYONE MORE FOR CUSTOMERS More Comprehensive Single-Line Service More Rail Competition More Customers And Ports Served More Truck Competitive Corridors MORE FOR EMPLOYEES Common Management Vision Highly Compatible Cultures Greater Opportunities To Participate In Future Growth MORE FOR THE COMMUNITIES WE SERVE More Capital Investment Improved Safety By Separating Freight and Passenger Operations Environmental And Safety Benefits From Reduced Truck Traffic MORE FOR SHAREHOLDERS More Opportunities For Growth --More Access to Low-Sulfur Coal --More Utilities Served --More Automotive Plants Served --More Auto Terminals --More Steel Mills And Distribution Centers Served More Operating Synergies With A Track Record Of Achievement Stronger Balance Sheet To Further Enhance Shareholder Value THAT'S WHY CSX AND CONRAIL ARE FULLY COMMITTED TO THEIR MERGER [CSX Corporation Logo] [CONRAIL Logo] January 29, 1997 EXHIBIT (a)(24) [CONRAIL LOGO] FOR IMMEDIATE RELEASE CONTACTS: Conrail Inc. Abernathy MacGregor Group Craig R. MacQueen Dan Katcher/Matthew Sherman (215) 209-4594 (212) 371-5999 CONRAIL SCHEDULES 1997 ANNUAL MEETING FOR DECEMBER 19, 1997 Philadelphia, PA (January 31, 1997) -- Conrail Inc. (NYSE:CRR) announced today that it has designated December 19, 1997 as the date for its 1997 annual meeting of shareholders, should one be required. Conrail said it will devote its energies in the interim to seeking approval of the CSX transaction from shareholders and the Surface Transportation Board. If shareholder approval is obtained as expected, the merger will proceed and no annual shareholder meeting will be necessary. The Conrail Board hopes that the shareholders will have the opportunity during this period to fully consider the proposed merger on the merits. 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. # # # EXHIBIT (a)(25) Conrail Inc. - CSX Corp. - Norfolk Southern Corp. CONTACTS: Conrail Inc. CSX Corporation Norfolk Southern Corp. Craig MacQueen Thomas E. Hoppin Robert Fort 215-209-4597 804-782-1450 757-629-2710 FOR IMMEDIATE RELEASE: WASHINGTON, DC - Jan. 31, 1997 - Conrail Inc. (NYSE:CRR), CSX Corp. (CSX) (NYSE:CSX) and Norfolk Southern Corp. (NYSE:NSC) today released the following statement following the initial meeting between the parties: "Conrail, CSX and Norfolk Southern have concluded their meeting and have agreed that no further details on this meeting or timing of future meetings will be announced." # # # -----END PRIVACY-ENHANCED MESSAGE-----