-----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, ND/W+MCreX1oOF2cNxvzQ16uLNZW8RlAGhyG4RR53R2b+ukxq+nPPXvLBqm9yA8A 8GtvlTo1Iqc00VrZp0CnsQ== 0000950172-97-000041.txt : 19970117 0000950172-97-000041.hdr.sgml : 19970117 ACCESSION NUMBER: 0000950172-97-000041 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970116 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: 97506894 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. 40 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-1 (AMENDMENT NO. 40) 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. 40 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 10. ADDITIONAL INFORMATION. Item 10 is hereby amended and supplemented by the following: (e) On January 15, 1997, the Third Circuit denied Plaintiffs' motion for an injunction pending appeal. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. Item 11 is hereby amended and supplemented by the following: (a)(91) Press Release issued by Parent on January 15, 1997. (a)(92) Text of Information sent to certain Company shareholders commencing January 16, 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 16, 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)(91) Press Release issued by Parent on January 15, 1997. (a)(92) Text of Information sent to certain Company shareholders commencing January 16, 1997. EX-99 2 EXHIBIT (A)(91) FOR IMMEDIATE RELEASE January 15, 1997 Media Contact: Robert Fort (757) 629-2710 NORFOLK SOUTHERN URGES CONRAIL SHAREHOLDERS TO REJECT 'OPT-OUT' PROPOSAL NORFOLK, VA -- Norfolk Southern Corporation (NYSE: NSC) issued the following statement today in response to a decision by the U.S. Third Circuit Court of Appeals refusing to block Conrail Inc. from holding a shareholders meeting scheduled for Friday: "We urge Conrail shareholders to assert control of the corporation they own by rejecting the proposals to 'opt out' of Pennsylvania's fair value statute and adjourn the special meeting. "We urge shareholders to reject the attempts by Conrail and CSX to disenfranchise them and pressure them into accepting an inferior offer worth nearly $15 a share less than Norfolk Southern's all-cash, $115-per-share offer. "We urge them to take a stand against the "lock-out" provision and the other unprecedented obstructions that are part of the campaign of coercion to deny shareholders a real choice. "Conrail shareholders should be aware that the Surface Transportation Board has said the "lock-out" provision 'would in no way' preclude it from approving a Norfolk Southern/Conrail merger. Because the Board anticipates it will decide the case by late 1997 or early 1998, it means the lock-out clause will cease to have any practical effect a year earlier than CSX would have shareholders believe. "Norfolk Southern will continue to stand up for Conrail shareholders. We will continue our fight to ensure that they get the best possible price for their shares. "Underscoring our commitment is our offer to buy Conrail shares equal to 9.9 percent of Conrail's outstanding common for $115 per share if shareholders defeat the 'opt out' proposal. 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 14,400 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 EX-99 3 EXHIBIT (A)(92) SURFACE TRANSPORTATION BOARD SAYS "LOCK-OUT" CLAUSE CANNOT STOP APPROVED RAIL MERGERS On January 9, 1997, the Surface Transportation Board noted the likely unenforceability of the "lock-out" clause in the CSX/Conrail merger agreement that purports to keep Conrail from negotiating with any other railroad until 1999. The STB spoke clearly. "A person cannot effectively preclude [an approved] transaction from going forward simply by entering into a contract that purports to prevent all alternatives to its own preferred outcome." Again, "the lock-out provision would in no way preclude Board approval ... of NS/Conrail merger ... or the consummation of such a merger, if approved." The practical consequence for Conrail stockholders 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 will void any conflicting lock-out clause. The STB's action will not, of course, force Conrail to deal with Norfolk Southern. However, if the Board approves an NS/Conrail merger, Conrail will not be able to hide behind the "lock-out" and CSX will not be able to prevent the Conrail board from negotiating with Norfolk Southern. -----END PRIVACY-ENHANCED MESSAGE-----