-----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, FEP/Sa0yUK5bbwW/692FNl8GSyz4bqbzUOl8rM0D8jIdCrVLSO9e7xHegp2gl6sv 6NxZ+exPvWx2GrnJ163v5Q== 0000950172-96-000833.txt : 19961211 0000950172-96-000833.hdr.sgml : 19961211 ACCESSION NUMBER: 0000950172-96-000833 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19961210 SROS: NYSE GROUP MEMBERS: ATLANTIC ACQUISITION CORPORATION GROUP MEMBERS: NORFOLK SOUTHERN CORP 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: 96678771 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 NO. 18 ================================================================= SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------------- SCHEDULE 14D-1 (Amendment No. 18) 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. 18 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"), includ- ing, 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 supple- mented by the Supplement thereto, dated November 8, 1996 (the "Supple- ment"), 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 and supplemented by the following: (a)(54) Text of Advertisement appearing in newspapers commencing December 10, 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. Dated: December 10, 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 (a)(54) Text of Advertisement appearing in newspapers commencing December 10, 1996. EX-99 2 EXHIBIT (A)(54) - ADVERTISEMENT [Advertisement] TO CONRAIL SHAREHOLDERS: Conrail wants you to think resistance is futile. Your vote can prove them dead wrong. [Graphic: Box with checkmark above the words "VOTE NO"] Conrail's management has made it clear that shareholder rights have no place on their agenda. You already know that they want to coerce you into accepting a part cash, part stock CSX offer. Norfolk Southern's $110 all-cash offer is nearly 19% higher than CSX's inferior offer.* To get away with that, Conrail needs a shareholder vote to "opt out" of the Pennsylvania Fair Value Statute that is one of the few protections you have left. Conrail has called for a vote at a meeting set for 5 p.m. on December 23. CONRAIL'S PLANS FOR A PHONY VOTE However, Conrail's management has blatantly announced that they won't convene the meeting unless they know ahead of time that they have enough votes to assure approval of their proposal. And they have said that they will continue to set new shareholder meetings until shareholders approve the proposal. In other words, vote their way or your vote won't count. It's hard to imagine a more arrogant denial of basic shareholder rights. And Norfolk Southern has no intention of letting Conrail get away with it. A BETTER OFFER FROM A BETTER RAILROAD Norfolk Southern will continue the fight to deliver to Conrail shareholders our all-cash $110 offer for all shares, with prompt payment through use of a voting trust. As the safest and most efficient major railroad in the country, Norfolk Southern has the ability to pay a full and fair $110 per share, in cash. A PLEDGE TO CONRAIL SHAREHOLDERS CSX and Conrail should have no doubt as to our determination to acquire Conrail, and our willingness to use any and all appropriate financial means to accomplish that objective. HERE IS THE NORFOLK SOUTHERN PLEDGE: NORFOLK SOUTHERN WILL NOT BE A PARTY TO ANY AGREEMENT WITH CSX OR CONRAIL THAT DELIVERS ANYTHING LESS TO CONRAIL SHAREHOLDERS THAN A $110 ALL-CASH, ALL-SHARES OFFER -- WITH PROMPT PAYMENT THROUGH USE OF A VOTING TRUST -- SO LONG AS CONRAIL SHAREHOLDERS REJECT THE MANEUVERING BY CSX AND CONRAIL'S MANAGEMENT TO PAY YOU LESS THAN YOU DESERVE FOR YOUR SHARES. BUT TO SUCCEED, WE NEED YOUR HELP BY VOTING "AGAINST" CONRAIL'S PROPOSALS. DEFEND THE VALUE OF YOUR SHARES. VOTE NOW ON NORFOLK SOUTHERN'S GOLD PROXY CARD "AGAINST CONRAIL'S PROPOSALS TO "OPT OUT" OF PENNSYLVANIA'S FAIR VALUE STATUTE AND TO ADJOURN THE SPECIAL MEETING. BE SURE NORFOLK SOUTHERN RECEIVES YOUR PROXY BEFORE DECEMBER 23. [Norfolk Southern Logo] 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. *Based on the closing price of CSX common stock on December 6, 1996. December 10, 1996 -----END PRIVACY-ENHANCED MESSAGE-----