-----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, Ojd5xFrKYUwXDqeE9GQtH0SQkfsBzdDekOtYcpspnn/3AKjSpe1bPt3kyr4vh+Hf SXl+bqjZW6GWDxp9D2y+aw== 0000950157-97-000255.txt : 19970530 0000950157-97-000255.hdr.sgml : 19970530 ACCESSION NUMBER: 0000950157-97-000255 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970529 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: 97615859 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. 14 ===================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------------ AMENDMENT NO. 14* 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 (*) Representing the final amendment hereto. ===================================================================== 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, January 28, 1997, February 3, 1997, February 12, 1997, March 7, 1997 and April 10, 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: Following expiration of the Offer at 5:00 pm, New York City time, on May 23, 1997, Purchaser, CSX and Norfolk filed an amendment to the Schedule 14D-1 in which they stated that Purchaser has been informed by the depositary for the Offer that 57,407,389 Shares (including 8,937,900 Shares tendered pursuant to guaranteed delivery procedures), representing approximately 94% of Shares not already owned by Purchaser, CSX or Norfolk, were tendered pursuant to the Offer. 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 May 29, 1997 EXHIBIT INDEX Page Exhibit Description 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 INDEX Page Exhibit Description 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 14 D-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)(26) Text of press release issued by Norfolk dated February 10, 1997............................. *(a)(27) Text of press release issued by Conrail dated February 10, 1997 ............................ *(a)(28) Text of press release issued by CSX dated February 14, 1997 .................................. EXHIBIT INDEX Page Exhibit Description No. *(a)(29) Text of press release issued by Conrail dated March 3, 1997................................. *(a)(30) Supplement to the Offer to Purchase dated March 7, 1997 (incorporated by reference to Exhibit (a)(32) to the CSX 14D-1)................... *(a)(31) Text of press release issued by Conrail dated March 7, 1997................................. *(a)(32) Letter to shareholders dated March 7, 1997.......... *(a)(33) Opinion of Lazard Freres & Co. LLC dated March 7, 1997....................................... *(a)(34) Opinion of Morgan Stanley & Co. Incorporated dated March 7, 1997................................. *(a)(35) Third Supplement to the Offer to Purchase dated April 10, 1997 (incorporated by reference to Exhibit (a)(38) to the CSX 14D-1).............................................. *(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 INDEX Page Exhibit Description 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.............. EXHIBIT INDEX Page Exhibit Description No. *(c)(14) Third Amendment dated as of March 7, 1997 to the Agreement and Plan of Merger (incorporated by reference to Exhibit (c)(12) to the CSX 14D-1)................... *(c)(15) Form of Amended and Restated Voting Trust Agreement (incorporated by reference to Exhibit (c)(13) to the CSX 14D-1)................... *(c)(16) Letter Agreement between CSX and Norfolk, dated as of April 8, 1997 (incorporated by reference to Exhibit (c)(14) of the CSX 14D-1)............................................... *(c)(17) Fourth Amendment to the Agreement and Plan of Merger, dated as of April 8, 1997, among CSX, Purchaser and Conrail (incorporated by reference to Exhibit (c)(15) of the CSX 14D-1)............................................... - --------------------- * Previously filed -----END PRIVACY-ENHANCED MESSAGE-----