-----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, VdrCa14xtlpvfJ1c3ySlvs9CVCBkQdVI0TNXiz2Lr8Ump9qeTLEL+yKI3j6PVjQp hkg51veHaKLyHG/dMlmhzw== 0000950172-97-000028.txt : 19970114 0000950172-97-000028.hdr.sgml : 19970114 ACCESSION NUMBER: 0000950172-97-000028 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970113 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: 97505126 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. 37 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-1 (Amendment No. 37) 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. 37 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 to the Offer to Purchase, dated November 8, 1996 (the "First Supplement"), and the Second Supplement to the Offer to Purchase, 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 5. Purpose of the Tender Offer and Plans or Proposals of the Bidder and Item 7. Contracts, Arrangements, Understandings or Relationships with Respect to the Subject Company's Securities. Items 5 and 7 are hereby amended and supplemented by the following: On January 13, 1997, Parent announced its pledge that if the Company's shareholders defeat the Company's management proposals to approve the Articles Amendment at the Pennsylvania Special Meeting and to allow the Company's management to adjourn or postpone the Pennsylvania Special Meeting, Parent and Purchaser will promptly amend the Offer to eliminate all of the conditions thereto and to reduce the aggregate number of Shares sought in the Offer to approximately 8,200,000 Shares, the maximum number of Shares (based on currently available information as to the number of outstanding Common Shares) that Purchaser can acquire without becoming an "Acquiring Person" under the Rights Agreement. Parent also announced that, following Purchaser's acceptance for payment of Shares in such amended Offer, Purchaser would commence a second all-cash tender offer for all the remaining Shares at $115 per Share and upon essentially the same terms and conditions as the Offer as in effect on January 13, 1997. Item 11. Material to be Filed as Exhibits. Item 11 is hereby amended and supplemented by the following: (a)(87) Text of Advertisement appearing in newspapers commencing January 13, 1997. (a)(88) Press Release issued by Parent on January 13, 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 13, 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)(87) Text of Advertisement appearing in newspapers commencing January 13, 1997. (a)(88) Press Release issued by Parent on January 13, 1997. EX-99 2 EXHIBIT (A)(87) [Newspaper Ad] TO CONRAIL SHAREHOLDERS: IT'S BAD ENOUGH: THEY WANT YOU TO SETTLE FOR INFERIOR VALUE. They want you to accept an offer worth $1 billion less than what Norfolk Southern is offering, approximately $15 per share less.* THEY WANT YOU TO ASSUME EQUITY RISKS. They want you to receive much of CSX's remaining offer in the form of CSX stock, which has already declined 13%* since the CSX offer for Conrail was announced. Its value will continue to be subject to market risk. With Norfolk Southern's offer, you know exactly what you will be getting: $115. All cash. No risk. Period. THEY WANT TO TAKE AWAY YOUR RIGHT TO RECEIVE FAIR VALUE. They want you to approve an amendment to the Conrail charter that will deprive you of the important protection of the Pennsylvania Fair Value Statute, which requires that shareholders be able to receive fair value, in cash, for their shares in takeover transactions such as the one CSX has proposed. AND THEY WANT YOU TO HELP THEM PULL IT OFF. Don't help the Conrail Board cram down CSX's inferior offer. Remind the Board that you actually own the company, that you elected the Board in the first place, and that you can replace them if they ignore your interests. Put a stop to their complete disregard of your shareholder rights and abdication of their responsibility to represent those rights. Take back control of your company. PROTECT YOUR INTERESTS. VOTE NOW AGAINST CONRAIL'S PROPOSALS TO "OPT OUT" OF PENNSYLVANIA'S FAIR VALUE STATUTE AND TO ADJOURN THE SPECIAL MEETING. CONRAIL SHAREHOLDERS Protect the value of your shares. Vote now on Norfolk [Graphic: Southern's GOLD proxy card AGAINST Conrail's Checkmark in proposals. Be sure Norfolk Southern receives your box above the proxy before January 17. words "VOTE AGAINST"] CONRAIL ESOP PARTICIPANTS Your vote is confidential, and is very important since each ESOP share represents a significantly greater voting interest--by our calculations, equal to at least seven shares. Use your GREEN instruction card to instruct your Trustee to vote AGAINST Conrail's proposals. The Trustee must receive your instruction card by January 15. [Norfolk Southern Logo] Important: If you have any questions, please call our solicitor, Georgeson & Company Inc. toll free at 800-223-2064. Banks and brokers call 212-440-9800. * Based on the closing price of CSX common stock on January 9, 1997. January 13, 1997 EX-99 3 EXHIBIT (A)(88) - PRESS RELEASE FOR IMMEDIATE RELEASE January 13, 1997 Media Contact: Robert Fort 757-629-2710 NORFOLK SOUTHERN TO BUY 9.9% OF CONRAIL IF SHAREHOLDERS VOTE AGAINST 'OPT OUT' PROPOSAL NORFOLK, VA - Norfolk Southern Corporation (NYSE: NSC) today announced that it will buy Conrail common and ESOP preferred shares representing 9.9 percent of Conrail's outstanding common shares for $115 per share if Conrail shareholders defeat proposals on Friday (January 17) that would force them to accept an inferior offer from CSX Corp. The Norfolk Southern proposal is contingent only on the defeat of Conrail management proposals asking shareholders to "opt out" of the fair value provision of Pennsylvania anti-takeover statute and to allow Conrail management to adjourn the special shareholder meeting scheduled for Friday. After shareholders vote against the proposals, Norfolk Southern said it will promptly amend its existing all-cash tender offer in order to buy about 8.2 million Conrail shares. This represents the maximum number of shares that Norfolk Southern can buy without triggering Conrail's 'poison pill.' The 9.9 percent offer would not be subject to termination of the merger agreement between Conrail and CSX and would not require any action by Conrail's Board of Directors. Norfolk Southern said it would promptly begin a second all-cash tender offer for all the remaining Conrail common shares and ESOP preferred shares at $115 a share after it completes the 9.9 percent tender offer. The terms and conditions of the second tender offer would essentially be the same as those in Norfolk Southern's current all-cash offer of $115 per share, which is worth $15 per share or about 15 percent more than CSX's cash-and-stock proposal. "Our proposal again demonstrates our commitment to Conrail shareholders and our determination to see that they get an excellent price for their shares," said David R. Goode, Norfolk Southern's Chairman, President and Chief Executive Officer. "It underscores Norfolk Southern's determination to see this battle through and get a fair value for Conrail shareholders and a sound result for all constituencies. "Our proposal makes two things possible -- the best deal for shareholders and the best combined railroad --despite the unprecedented obstructions that Conrail and CSX have put in shareholders' path," Goode said. "Conrail shareholders have an opportunity to reassert control over their corporation and reject the coercive tactics being used to pressure them into approving CSX's inferior offer." Norfolk Southern said a vote to reject the CSX/Conrail scheme would signal the beginning of the process to unseat Conrail directors at Conrail's next annual meeting. Norfolk Southern also noted that the Surface Transportation Board has made clear that it would not be prevented from approving Norfolk Southern's proposal to acquire Conrail despite the "lock-out" provision in the Conrail-CSX merger agreement. The Board, in a decision last Thursday, said "the lock-out provision would in no way preclude Board approval...of an NS/Conrail merger...or the consummation of such a merger if approved." The practical consequence for Conrail shareholders is significant. On the procedural schedule anticipated by the STB, the merger case will be decided late this year or early in 1998, and that decision, the Board said, would void any lock-out clause that conflicts with its decision. Consequently, the "lock-out" will cease to have any practical effect at least a year earlier than CSX would have shareholders believe. Norfolk Southern is a Virginia-based holding company with headquarters in Norfolk, Va. It owns a major freight railroad, Norfolk Southern Railway Company, which operates 14.500 miles of road in 20 states, primarily in the Southeast and Midwest, and the Province of Ontario, Canada. The corporation also owns North American Van Lines, Inc., and Pocahontas Land Corporation, a natural resources company. ### World Wide Web Site - http://www.nscorp.com -----END PRIVACY-ENHANCED MESSAGE-----