-----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, LSk01B5KpIOuwOKqmXsvu6V/wm+F+oPdEHTzwZE1Y+b/DPf4tPnpROQGzCfrJ/2M MzHo5KX/dBaN0ihQlgLkLg== 0000950172-97-000046.txt : 19970122 0000950172-97-000046.hdr.sgml : 19970122 ACCESSION NUMBER: 0000950172-97-000046 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19970121 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: 97508544 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. 42 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-1 (Amendment No. 42) 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. 42 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 21, 1997, Parent announced that a preliminary vote count by the independent inspector of election for the Pennsylvania Special Meeting indicated that the Company's shareholders overwhelmingly defeated the Articles Amendment. Parent also indicated that, pursuant to its previous pledge to Company shareholders, on January 22, 1997 it would amend the Offer to reduce the number of Shares sought to 8.2 million Shares (approximately 9.9% of the Common Shares outstanding as of December 5, 1996, the most recent date for which such information is publicly available). Item 11. Material to be Filed as Exhibits. Item 11 is hereby amended and supplemented by the following: (a)(94) Text of Advertisement appearing in newspapers commencing January 21, 1997. (a)(95) Text of Speech made by David R. Goode, Chairman, President and Chief Executive Officer of Parent, at the Pennsylvania Special Meeting on January 17, 1997. (a)(96) Press Release issued by Parent on January 21, 1997. (a)(97) Text of Letter sent by David R. Goode, Chairman, President and Chief Executive Officer of Parent, to David M. LeVan, Chairman, President and Chief Executive Officer of the Company and John W. Snow, Chairman, President and Chief Executive Officer of CSX on January 21, 1997. (a)(98) Press Release issued by Parent on January 21, 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 21, 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)(94) Text of Advertisement appearing in newspapers commencing January 21, 1997. (a)(95) Text of Speech made by David R. Goode, Chairman, President and Chief Executive Officer of Parent, at the Pennsylvania Special Meeting on January 17, 1997. (a)(96) Press Release issued by Parent on January 21, 1997. (a)(97) Text of Letter sent by David R. Goode, Chairman, President and Chief Executive Officer of Parent, to David M. LeVan, Chairman, President and Chief Executive Officer of the Company and John W. Snow, Chairman, President and Chief Executive Officer of CSX on January 21, 1997. (a)(98) Press Release issued by Parent on January 21, 1997. EX-99 2 EXHIBIT (A)(94) [ADVERTISEMENT] TO CONRAIL SHAREHOLDERS: Thank you. And congratulations. In an important vote on January 17, Conrail's shareholders overwhelmingly rejected the Conrail Board's proposal to "opt out" of the valuable protections provided by the Pennsylvania Fair Value Statute. As promised, Norfolk Southern will promptly amend its tender offer to purchase shares representing 9.9% of Conrail's outstanding common shares (the most that we can purchase without triggering the Poison Pill). And we remain committed to giving you the opportunity to receive $115 in cash for your remaining shares as soon as possible thereafter. We wish to congratulate you on your courageous resistance to Conrail's efforts to cram down CSX's inferior deal. Norfolk Southern has strongly supported the rights of Conrail shareholders throughout this battle. We look forward to the opportunity to work with Conrail shareholders to achieve our shared goals. [Norfolk Southern Logo] EX-99 3 EXHIBIT (A)(95) Remarks by David R. Goode Chairman, President and CEO, Norfolk Southern Corporation Conrail Shareholders Meeting January 17, 1997 I would like to use my two minutes to thank the many Conrail shareholders who have supported Norfolk Southern. The battle has often been confrontational. None of us seeks confrontation. Nor is that Norfolk Southern's style. But we had no choice. The issues involved here are too important for us to simply stand aside and do nothing. They affect not only the future of Conrail, but also the future of railroading in the East. They are important not only to Norfolk Southern, but to Conrail, its shareholders, employees and the shipping public. We have no doubt that a Norfolk Southern-Conrail transaction is in the best interests of all constituencies --- shareholders, employees, shippers, and communities. We appreciate the support we have received over the last several months from shareholders and Conrail's other constituents. I hope and believe when all the votes are counted the result will show that Conrail shareholders have rejected the 'opt out' proposal. This will set the stage for the Conrail Board of Directors to discuss implementation of the $115 all-cash Norfolk Southern offer --- something we've sought from the beginning. If shareholders reject the "opt out", we will demonstrate our commitment by offering to buy 9.9 percent of Conrail's outstanding common stock for $115 per share. We will move forward with the next stage of the transaction. Three great railroads --- Conrail, Norfolk Southern and CSX --- have sought your vote in one of the hardest-fought merger battles in history. We have all made a big investment in energy, talent and money. Now it is time to turn all this talent and energy toward restructuring rail transportation in the East for the next century. We are ready and willing to sit down with Conrail and CSX to make that happen. We impose no preconditions other than our commitment to deliver $115 in cash per share to Conrail shareholders. But one way or the other, we will move forward. Again, I thank you for your support and for the time and consideration you have given this important matter. EX-99 4 EXHIBIT (A)(96) FOR IMMEDIATE RELEASE January 21, 1997 Media Contact: Robert Fort (757) 629-2710 Norfolk Southern Amends Tender Offer to Purchase 9.9% of Conrail Shares NORFOLK, VA -- Norfolk Southern Corporation (NYSE: NSC) today announced that a preliminary vote count by the independent inspector of election indicated that Conrail shareholders overwhelmingly defeated the Conrail management proposal to "opt-out" of the fair value provision of the Pennsylvania anti-takeover statute. "The vote represents a decisive declaration by Conrail's shareholders that Norfolk Southern's all-cash offer of $115 per share is the superior alternative for Conrail and its shareholders," said David R. Goode, Norfolk Southern's Chairman, President and Chief Executive Officer. Norfolk Southern also announced that, consistent with its previous pledge to Conrail shareholders, tomorrow it would amend its existing all-cash tender offer in order to buy 8.2 million Conrail shares (about 9.9% of the outstanding common shares), the approximate maximum number of shares that Norfolk Southern can buy without triggering Conrail's "poison pill." As amended, Norfolk Southern's offer will not be subject to termination of the merger agreement between Conrail and CSX and will not require any action by Conrail's Board of Directors. The 9.9% tender offer is expected to expire at midnight, New York City time, on Tuesday, February 4, 1997, unless extended. Norfolk Southern said it would promptly begin a second tender offer for all the remaining Conrail common shares and ESOP preferred shares at $115 per share after it completes the 9.9% offer. ### World Wide Web Site - http://www.nscorp.com EX-99 5 EXHIBIT (A)(97) [Norfolk Southern Letterhead] January 21, 1997 Mr. David M. LeVan Mr. John W. Snow Chairman, President and Chairman, President and Chief Executive Officer Chief Executive Officer Conrail Inc. CSX Corporation 2001 Market Street 901 East Cary Street Philadelphia, PA 19101 Richmond, VA 23219 Dear David and John: The Conrail shareholders' vote last Friday places a responsibility on us to work out a rail structure in the East that will be in the long-term interests of all constituencies served by our companies. I believe that this can be accomplished if we sit down and try. I believe that we can achieve balanced competition in the East with the greatest continuity in existing operations by combining Norfolk Southern and Conrail and providing to a competitor such as CSX its own routes into the Northeast/Mid-Atlantic region from the West and South, so that the result is competing networks of equivalent scope, scale and market access. You have a different, but perhaps not irreconcilable, vision of the 21st century railroad map. Accordingly, we are prepared to enter into discussions with no preconditions other than recognition of our pledge to the Conrail shareholders that Norfolk Southern will only enter into an agreement with Conrail or CSX that gives to Conrail shareholders an all cash offer of $115 per share. I look forward to your reply. Your initiative and our determination are hallmarks of great companies capable of finding a public interest resolution of their differences. Sincerely, /s/ DAVID R. GOODE EX-99 6 EXHIBIT (A)(98) FOR IMMEDIATE RELEASE January 21, 1997 Media Contact: Robert Fort (757) 629-2710 NS Chairman Urges Conrail, CSX to Negotiate Balanced Competition Plan Goode Reiterates Pledge of $115 in Cash Per Conrail Share NORFOLK, VA -- Norfolk Southern Corporation (NYSE: NSC) released the following letter sent today by David R. Goode, Chairman, President and Chief Executive Officer of Norfolk Southern, to David M. LeVan, and John W. Snow, Chairman, President and Chief Executive Officer, respectively, of Conrail Inc. and CSX Corporation: "Dear David and John: "The Conrail shareholders' vote last Friday places a responsibility on us to work out a rail structure in the East that will be in the long-term interests of all constituencies served by our companies. I believe that this can be accomplished if we sit down and try. "I believe that we can achieve balanced competition in the East with the greatest continuity in existing operations by combining Norfolk Southern and Conrail and providing to a competitor such as CSX its own routes into the Northeast/Mid-Atlantic region from the West and South, so that the result is competing networks of equivalent scope, scale and market access. "You have a different, but perhaps not irreconcilable, vision of the 21st century railroad map. Accordingly, we are prepared to enter into discussions with no preconditions other than recognition of our pledge to the Conrail shareholders that Norfolk Southern will only enter into an agreement with Conrail or CSX that gives to Conrail shareholders an all cash offer of $115 per share. "I look forward to your reply. Your initiative and our determination are hallmarks of great companies capable of finding a public interest resolution of their differences. Sincerely, David (signature)" World Wide Web Site - http://www.nscorp.com -----END PRIVACY-ENHANCED MESSAGE-----