-----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, VrOEoA9NbVz+BiXED0eYHZiCe+O5mHF1Wu3JFcnYT5cFNMo5YXprldPzTz4HLOv2 dnxJupY3wWHg2TrPID8OMg== 0000950172-96-000745.txt : 19961113 0000950172-96-000745.hdr.sgml : 19961113 ACCESSION NUMBER: 0000950172-96-000745 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19961112 SROS: NYSE 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 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42777 FILM NUMBER: 96658526 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: NORFOLK SOUTHERN CORP CENTRAL INDEX KEY: 0000702165 STANDARD INDUSTRIAL CLASSIFICATION: RAILROADS, LINE-HAUL OPERATING [4011] IRS NUMBER: 521188014 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: THREE COMMERCIAL PL CITY: NORFOLK STATE: VA ZIP: 23510-2191 BUSINESS PHONE: 8046292680 SC 14D1/A 1 SCHEDULE 14D1 AMENDMENT 6 -------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-1 (Amendment No. 6) Tender Offer Statement Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 Conrail Inc (Name of Subject Company) Norfolk Southern Corporation Atlantic Acquisition Corporation (Bidders) 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) NOT AVAILABLE (CUSIP Number of Class of Securities) JAMES C. BISHOP, JR. EXECUTIVE VICE PRESIDENT-LAW NORFOLK SOUTHERN CORPORATION THREE COMMERCIAL PLACE NORFOLK, VIRGINIA 23510-2191 TELEPHONE: (757) 629-2750 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidder) with a copy to: RANDALL H. DOUD, ESQ. SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 919 THIRD AVENUE NEW YORK, NEW YORK 10022 TELEPHONE: (212) 735-3000 This Amendment No 6 amends the Tender Offer Statement on Schedule 14D-1 filed on October 24, 1996, as amended (the "Schedule 14D-1"), by Norfolk Southern Corporation, a Virginia corporation ("Parent"), and its wholly owned subsidiary, Atlantic Acquisition Corporation, a Pennsylvania corporation ("Purchaser"), relating to Purchaser's offer to purchase all outstanding shares of (i) Common Stock, par value $1.00 per share (the "Common Shares"), and (ii) Series A ESOP Convertible Junior Preferred Stock, without par value (the "ESOP Preferred Shares" and, together with the Common Shares, the "Shares"), of Conrail Inc. (the "Company"), including, in each case, the associated Common Stock Purchase Rights, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 24, 1996 (the "Offer to Purchase"), as amended and supplemented by the Supplement thereto, dated November 8, 1996 (the "Supplement"), and in the revised Letter of Transmittal (which, together with any amendments or supplements thereto, constitute the "Offer"). Unless otherwise defined herein, all capitalized terms used herein shall have the respective meanings given such terms in the Offer to Purchase, the Supplement or the Schedule 14D-1. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. Item 11 is hereby amended to add the following: (a)(37) Text of Advertisement appearing in newspapers commencing November 11, 1996. SIGNATURE After due inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. November 12, 1996 NORFOLK SOUTHERN CORPORATION By: /s/ JAMES C. BISHOP, JR. _____________________________ Name: James C. Bishop, Jr. Title: Executive Vice President-Law ATLANTIC ACQUISITION CORPORATION By: /s/ JAMES C. BISHOP, JR. _____________________________ Name: James C. Bishop, Jr. Title: Vice President and General Counsel EXHIBIT INDEX Exhibit Number Description Page (a)(37) Text of Advertisement appearing in newspapers commencing November 11, 1996. EX-99 2 EXHIBIT (A)(37) TO CONRAIL SHAREHOLDERS: NORFOLK SOUTHERN'S NEW $110, ALL CASH OFFER IS SUPERIOR IN EVERY RESPECT COMPARE IT TO CSX'S FRONT-END LOADED, "CRAM DOWN" OFFER NORFOLK SOUTHERN'S SUPERIOR OFFER CSX'S INFERIOR "CRAM DOWN" OFFER $110 per share. $93.28 blended value per share.* $9.9 billion in consideration to $8.4 billion in consideration for Conrail shareholders ($1.5 billion Conrail shareholders.* more than CSX's proposal). 100% cash. 60% stock/40% cash. Up to 100% of the shares can be Only 40% of the shares can be pur- purchased through a voting trust chased through a voting trust mecha- mechanism in the near term. nism in the near term. No continued equity risk. The value of the back-end stock will fluctuate with price of CSX stock, and there is no downside protection. Consistent with the purpose that Exactly the kind of two-tiered, co- the Pennsylvania Fair Value Stat- ercive offer that the Pennsylvania ute was intended to achieve. Fair Value Statute was intended to address. Norfolk Southern assumes regulato- Conrail shareholders assume regula- ry risk. tory risk with respect to the back- end CSX shares -- 60% of CSX's con- sideration. MAXIMIZES SHAREHOLDER VALUE. DOES NOT MAXIMIZE SHAREHOLDER VALUE. *Based on the closing sale price of CSX common stock on November 7, 1996 HERE'S HOW YOU CAN HELP YOURSELF AND PROTECT YOUR CONRAIL INVESTMENT: (X) Tender into Norfolk Southern's superior offer. Don't tender into CSX's "cram down" offer. (X) Vote NO on Norfolk Southern's GOLD proxy card on Conrail's proposals to "opt out" of Pennsylvania's Fair Value Statute and to adjourn the special meeting. (X) Ask the Conrail Board why: -- It doesn't take actions to remove its own roadblocks to the Norfolk Southern offer. -- It is trying to force the inferior CSX deal on Conrail's shareholders. -- It isn't pursuing a course that takes into account the best interests of Conrail's shareholders. [Graphic: Box with checkmark above the words "VOTE NO"] [Norfolk Southern Logo] November 11, 1996 Important: If you have any questions, please call our solicitor, Georgeson & Company Inc. toll free at 1 800-223-2064. Banks and brokers call 212-440-9800. -----END PRIVACY-ENHANCED MESSAGE-----