-----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, GAkZ/wSDNck602vPdyyomFVQ1WKJphJSDgasAFadXdyZsWzdagzHm37TtivIvhK5 dCY57nB69IN/zV02YODbxQ== 0000950172-97-000013.txt : 19970110 0000950172-97-000013.hdr.sgml : 19970110 ACCESSION NUMBER: 0000950172-97-000013 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970109 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: 97503453 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. 35 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-1 (Amendment No. 35) 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. 35 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, dated November 8, 1996 (the "First Supplement"), and the Second Supplement, dated December 20, 1996 (the "Second 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 First Supplement, the Second Supplement or the Schedule 14D-1. Item 10. Additional Information. Item 10 is hereby amended and supplemented by the following: (e) On January 9, 1997, the STB denied, as premature, Parent's petition for an order declaring that the No Negotiation Provision, as in effect after the Second Amendment, gave CSX unlawful control over the Company. In denying the petition, the STB stated that the No Negotiation Provision would not preclude the STB from approving Parent's Proposed Merger. The STB, which indicated that the No Negotiation Provision "appears excessive on its face," also stated that the No Negotiation Provision could not be used to interfere with consummation of a Parent-Company transaction once it had been approved. The STB explained that applicable law can preempt contractual rights, including the No Negotiation Provision, if necessary to permit consummation of an STB- approved transaction. Thus, CSX and the Company cannot preclude approval of a transaction by entering into a contract that purports to prevent all alternatives to their own preferred outcome. On January 9, 1997, the District Court declined to issue a Preliminary Injunction enjoining the Pennsylvania Special Meeting. Plaintiffs are appealing the District Court ruling to the Third Circuit and are asking such court to hear the appeal on an expedited basis. Item 11. Material to be Filed as Exhibits. Item 11 is hereby amended and supplemented by the following: (a)(83) Text of Letter sent to certain Company shareholders commencing January 8, 1997. (a)(84) Press Release issued by Parent on January 8, 1997. 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: January 9, 1997 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)(83) Text of Letter sent to certain Company shareholders commencing January 8, 1997. (a)(84) Press Release issued by Parent on January 8, 1997. EX-99 2 EXHIBIT (A)(83) [NORFOLK SOUTHERN LOGO] January 9, 1997 Dear Conrail Shareholder: DON'T "OPT OUT" OF YOUR RIGHT TO RECEIVE FAIR VALUE Conrail's special meeting is now only 8 days away. Vote AGAINST Conrail's proposal today to protect the value of your investment. Please sign, date and return the enclosed GOLD proxy card (or GREEN instruction card) today. Join those who are demanding that the Conrail Board secure the superior benefits of the Norfolk Southern offer for all constituencies. GREATER VALUE FOR SHAREHOLDERS Norfolk Southern's $115 all-cash, all-shares offer -with prompt payment through use of a voting trust-is worth 18%(1) more than CSX's current deal. And it does not subject you to the substantial equity risk presented by receiving part of your payment in CSX stock, which has already declined 15%(1) since the CSX offer for Conrail was announced. BETTER FOR CONRAIL EMPLOYEES A merger between CSX and Conrail would eliminate competitive service in 64 cities, and Conrail's Hollidaysburg and Altoona shops are within 70 miles of CSX's facilities at Cumberland, Maryland. Redundancies like these could add up to lost jobs. A Norfolk Southern/Conrail system would have substantially less overlap. In addition, CSX was recently named again as having one of the nation's 50 largest underfunded pensions.(2) With a Norfolk Southern/Conrail combination, Conrail employees would become part of one of the most financially sound and safest major railroads in America. A MORE COMPETITIVE ENVIRONMENT FOR SHIPPERS A CSX/Conrail combination would eliminate competitive service in major markets, such as Philadelphia, Baltimore, Youngstown and Pittsburgh. A Norfolk Southern/Conrail combination will provide balanced competition by creating a strong rail alternative to compete with CSX. A STRONGER COMMITMENT TO THE ECONOMIES OF PHILADELPHIA AND PENNSYLVANIA Norfolk Southern is committed to maintaining a major operating presence in Philadelphia and has announced plans for a multimodal rail-highway facility at the Philadelphia Navy Base. We are committed to continuing to operate Conrail's Hollidaysburg Car Shop and its Juniata Locomotive Shop in Altoona, and will seek to promote employment at both locations. What has CSX promised? * * * CONRAIL SHAREHOLDERS: Protect 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 scheduled for January 17. Be sure Norfolk Southern receives your proxy before January 17. CONRAIL ESOP PARTICIPANTS: Your instruction to the Trustee is especially important since your instruction to the Trustee directs the voting of several shares. Use your GREEN instruction card to confidentially instruct your Trustee to vote AGAINST Conrail's proposals. Be sure the Trustee receives your instruction card by January 15. Sincerely, Norfolk Southern Corporation - -------------- (1) Based on the closing price of CSX on January 8, 1997. (2) Pension Benefit Guaranty Corporation: News Release 97-09, 12/12/96. IMPORTANT INFORMATION If your Conrail shares are held in the name of a bank or broker, only your bank or broker can vote your shares and only upon receipt of your specific instructions. Please instruct your bank or broker to vote AGAINST Conrail's proposals by executing the GOLD proxy card today. If you have any questions or require any assistance in voting your shares, please call: [GEORGESON & COMPANY INC. LOGO] Wall Street Plaza New York, New York 10005 CALL TOLL FREE: 800-223-2064 Banks and Brokers call: 212-440-9800 EX-99 3 EXHIBIT (A)(84) - PRESS RELEASE FOR IMMEDIATE RELEASE January 9, 1997 Media Contact: Robert Fort (757) 629-2710 NORFOLK SOUTHERN TO APPEAL RULING ON PRELIMINARY INJUNCTION AGAINST CONRAIL, WELCOMES SURFACE TRANSPORTATION BOARD POSITION ON LOCK-OUT NORFOLK, VA -- Norfolk Southern Corporation (NYSE: NSC) issued the following statement in response to U.S. District Court Judge Donald VanArtsdalen's decision today declining to issue a preliminary injunction enjoining the Conrail shareholders meeting scheduled to be held January 17 and a separate decision today by the Surface Transportation Board: "Norfolk Southern is appealing the Court's ruling to the U.S. Third Circuit Court of Appeals in Philadelphia and is asking the Court to hear the appeal on an expedited basis. "Regardless of the outcome of our appeal, Conrail shareholders will have an opportunity on January 17 to regain control of the corporation they own. By rejecting the proposed 'opt out' of Pennsylvania's fair value statute they can send a clear message to Conrail's board that CSX's latest bid is unacceptable and that shareholders want the opportunity to consider Norfolk Southern's superior all-cash offer of $115 per share --- an offer worth over $1 billion more than CSX's. "Today's ruling in no way contradicts the fact that Conrail and CSX are continuing to wage a campaign of coercion to deny Conrail shareholders that opportunity and force them to go along with CSX's inferior offer. "Norfolk Southern is pleased that the Surface Transportation Board, acting on its petition to invalidate the lock-out provision, today issued a decision acknowledging that the two-year lock-out period 'appears excessive on its face.' "The Board emphasized that the lock-out provision would not preclude it from approving Norfolk Southern's proposal to acquire Conrail or keep Norfolk Southern from consummating the merger once it is approved. "While the Board said it was premature to void the provision at this time, it held that federal law would void the lock-out provision if the Board approves a Norfolk Southern/Conrail combination. In language applicable to CSX and Conrail, the Board said: 'A person cannot effectively preclude our approval of a transaction from going forward simply by entering into a contract that purports to prevent all alternatives to its own preferred outcome.' "Norfolk Southern remains committed to its offer to acquire Conrail and to deliver to Conrail shareholders $115 in cash for each of their shares. As announced yesterday, Norfolk Southern has received commitments from banks that provide more than enough money to fully fund its all-cash offer." ### World Wide Web Site - http://www.nscorp.com -----END PRIVACY-ENHANCED MESSAGE-----