-----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, NiS0VX09EpKNKndwRj+hc8cHgz4QaWFlE5RZ2kLx6ysyx2roAI9fNjQ6mV5Eo6ON HGabognBzFVh9GA46WfETw== 0000950172-97-000470.txt : 19970515 0000950172-97-000470.hdr.sgml : 19970515 ACCESSION NUMBER: 0000950172-97-000470 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970514 SROS: NYSE SROS: PHLX GROUP MEMBERS: CSX CORP GROUP MEMBERS: GREEN ACQUISITION CORP. GROUP MEMBERS: NORFOLK SOUTHERN CORPORATION 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42777 FILM NUMBER: 97605646 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 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: 97605647 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: CSX CORP CENTRAL INDEX KEY: 0000277948 STANDARD INDUSTRIAL CLASSIFICATION: RAILROADS, LINE-HAUL OPERATING [4011] IRS NUMBER: 621051971 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: ONE JAMES CNTR STREET 2: 901 E CARY ST CITY: RICHMOND STATE: VA ZIP: 23219 BUSINESS PHONE: 8047821400 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CSX CORP CENTRAL INDEX KEY: 0000277948 STANDARD INDUSTRIAL CLASSIFICATION: RAILROADS, LINE-HAUL OPERATING [4011] IRS NUMBER: 621051971 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: ONE JAMES CNTR STREET 2: 901 E CARY ST CITY: RICHMOND STATE: VA ZIP: 23219 BUSINESS PHONE: 8047821400 SC 14D1/A 1 SCHEDULE 14D1-AMENDMENT NO. 27 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- SCHEDULE 14D-1 TENDER OFFER STATEMENT (AMENDMENT NO. 27) PURSUANT TO SECTION 14(D(1) OF THE SECURITIES EXCHANGE ACT OF 1934 AND AMENDMENT NO. 37 TO SCHEDULE 13D* AND AMENDMENT NO. 14 TO SCHEDULE 13D** ---------------------- CONRAIL INC. (Name of Subject Company) CSX CORPORATION NORFOLK SOUTHERN CORPORATION GREEN ACQUISITION CORP. (Bidders) COMMON STOCK, PAR VALUE $1.00 PER SHARE (Title of Class of Securities) 208368 10 0 (CUSIP Number of Class of Securities) SERIES A ESOP CONVERTIBLE JUNIOR PREFERRED STOCK, WITHOUT PAR VALUE (Title of Class of Securities) NOT AVAILABLE (CUSIP Number of Class of Securities) MARK G. ARON JAMES C. BISHOP, JR. CSX CORPORATION NORFOLK SOUTHERN CORPORATION ONE JAMES CENTER THREE COMMERCIAL PLACE 901 EAST CARY STREET NORFOLK, VIRGINIA 23510 RICHMOND, VIRGINIA 23219-4031 TELEPHONE: (757) 629-2750 TELEPHONE: (804) 782-1400 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidder) With a copy to: PAMELA S. SEYMON RANDALL H. DOUD WACHTELL, LIPTON, ROSEN & KATZ SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 51 WEST 52ND STREET 919 THIRD AVENUE NEW YORK, NEW YORK 10019 NEW YORK, NEW YORK 10022 TELEPHONE: (212) 403-1000 TELEPHONE: (212) 735-3000 - ---------------------- * of CSX Corporation and Green Acquisition Corp. ** of Norfolk Southern Corporation This Statement amends and supplements the Tender Offer Statement on Schedule 14D-1 filed with the Securities and Exchange Commission (the "SEC") on December 6, 1996, as previously amended and supplemented (the "Schedule 14D-1"), by Green Acquisition Corp. ("Purchaser"), a Pennsylvania corporation, CSX Corporation, a Virginia corporation ("Parent" or "CSX"), and Norfolk Southern Corporation, a Virginia corporation ("NSC"), to purchase all 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 (together with the Common Shares, the "Shares"), of Conrail Inc., a Pennsylvania corporation (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 December 6, 1996, the Supplement thereto, dated December 19, 1996 (the "First Supplement"), the Second Supplement thereto, dated March 7, 1997 (the "Second Supplement"), and the Third Supplement thereto, dated April 10, 1997 (the "Third Supplement"), and the related Letters of Transmittal (which, together with any amendments or supplements thereto, constitute the "Second Offer") at a purchase price of $115 per Share, net to the tendering shareholder in cash. Capitalized terms used and not defined herein shall have the meanings assigned such terms in the Offer to Purchase, the First Supplement, the Second Supplement, the Third Supplement and the Schedule 14D-1. ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER. On May 14, 1997, NSC and Canadian Pacific Railway Company ("CPRC") issued a press release announcing that Norfolk Southern Railway Company ("NSR"), a controlled subsidiary of NSC, and CPRC have reached an agreement (the "NSR/CPRC Agreement") regarding the future flow of rail traffic between a number of points in Canada, New England, Pennsylvania, Michigan and Illinois. Under the NSR/CPRC Agreement, which is subject to STB approval, NSR will obtain haulage rights over CPRC's Delaware and Hudson Railway subsidiary from Harrisburg, Pennsylvania and Binghamton, New York to Albany, New York. At the same time, CPRC will receive haulage rights on the Company's line that NSC expects to operate between Detroit and Chicago, via Kalamazoo, Michigan. A copy of the press release is included as an exhibit hereto and is incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. Item 11 is hereby amended and supplemented by the following: (a)(41) Text of Press Release issued by NSC and CPRC on May 14, 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. CSX CORPORATION By: /s/ MARK G. ARON ------------------------------ Name: Mark G. Aron Title: Executive Vice President -- Law and Public Affairs Dated: May 14, 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. NORFOLK SOUTHERN CORPORATION By: /s/ JAMES C. BISHOP, JR. ------------------------------ Name: James C. Bishop, Jr. Title: Executive Vice President-Law Dated: May 14, 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. ATLANTIC ACQUISITION CORPORA- TION By: /s/ JAMES C. BISHOP, JR. ------------------------------ Name: James C. Bishop, Jr. Title: Vice President and General Counsel Dated: May 14, 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. GREEN ACQUISITION CORP. By: /s/ MARK G. ARON ------------------------------ Name: Mark G. Aron Title: General Counsel and Secretary Dated: May 14, 1997 EXHIBIT INDEX EXHIBIT NO. *(a)(1) Offer to Purchase, dated December 6, 1996. *(a)(2) Letter of Transmittal. *(a)(3) Notice of Guaranteed Delivery. *(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. *(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. *(a)(6) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. *(a)(7) Tender Offer Instructions for Participants of Conrail Inc. Dividend Reinvestment Plan. *(a)(8) Text of Press Release issued by Parent and the Company on December 6, 1996. *(a)(9) Form of Summary Advertisement, dated December 6, 1996. *(a)(10) Text of Press Release issued by Parent on December 5, 1996. *(a)(11) Text of Press Release issued by Parent and the Company on December 10, 1996. *(a)(12) Text of Advertisement published by Parent and the Company on December 10, 1996. *(a)(13) Text of Press Release issued by Parent on December 11, 1996. *(a)(14) Text of Advertisement published by Parent and the Company on December 12, 1996. *(a)(15) Supplement to Offer to Purchase, dated December 19, 1996. *(a)(16) Revised Letter of Transmittal. *(a)(17) Revised Notice of Guaranteed Delivery. *(a)(18) Text of Press Release issued by Parent and the Company on December 19, 1996. *(a)(19) Letter from Parent to shareholders of the Company, dated December 19, 1996. *(a)(20) Text of Press Release issued by Parent on December 20, 1996. *(a)(21) Text of Press Release issued by Parent and the Company on January 9, 1997. *(a)(22) Text of Press Release issued by Parent and the Company on January 13, 1997. *(a)(23) Text of Press Release issued by Parent and the Company on January 15, 1997. *(a)(24) Text of Press Release issued by Parent on January 17, 1997. (a)(25) Deleted. *(a)(26) Text of Letter issued by Parent and the Company dated January 22, 1997. *(a)(27) Text of Advertisement published by Parent and the Company on January 29, 1997. *(a)(28) Text of Press Release issued by Parent and the Company on January 31, 1997. *(a)(29) Text of Press Release issued by Parent on February 14, 1997. *(a)(30) Text of Press Release issued by Parent on March 3, 1997. *(a)(31) Second Supplement to Offer to Purchase, dated March 7, 1997. *(a)(32) Revised Letter of Transmittal. *(a)(33) Revised Notice of Guaranteed Delivery. *(a)(34) Text of Press Release issued by Parent on March 7, 1997. *(a)(35) Form of Summary Advertisement, dated March 10, 1997. *(a)(36) Letter from Parent to employees of the Company, published on March 12, 1997. *(a)(37) Text of Press Release issued by CSX and NSC on April 8, 1997. *(a)(38) Third Supplement to Offer to Purchase, dated April 10, 1997. *(a)(39) Revised Letter of Transmittal circulated with the Third Supplement. *(a)(40) Revised Notice of Guaranteed Delivery circulated with the Third Supplement. (a)(41) Text of Press Release issued by NSC and CPRC on May 14, 1997. *(b)(1) Credit Agreement, dated November 15, 1996 (incorporated by reference to Exhibit (b)(2) to Parent and Purchaser's Tender Offer Statement on Schedule 14D-1, as amended, dated October 16, 1996). *(b)(2) Credit Agreement, dated as of February 10, 1997, by and among NSC, Morgan Guaranty Trust Company of New York, as administrative agent, Merrill Lynch Capital Corporation, as documentation agent, and the banks from time to time parties thereto (incorporated by reference to NSC's and Atlantic Acquisition Corporation's Tender Offer Statement on Schedule 14D-1, dated February 12, 1997). (b)(3) Commitment Letter, dated April 22, 1997, among Morgan Guaranty Trust Company of New York, J.P. Morgan Securities Inc., Merrill Lynch Capital Corporation, Merrill Lynch & Co. and Norfolk Southern Corporation. *(c)(1) Agreement and Plan of Merger, dated as of October 14, 1996, by and among Parent, Purchaser and the Company (incorporated by reference to Exhibit (c)(1) to Parent and Purchaser's Tender Offer Statement on Schedule 14D-1, as amended, dated October 16, 1996). *(c)(2) Company Stock Option Agreement, dated as of October 14, 1996, between Parent and the Company (incorporated by reference to Exhibit (c)(2) to Parent and Purchaser's Tender Offer Statement on Schedule 14D-1, as amended, dated October 16, 1996). *(c)(3) Parent Stock Option Agreement, dated as of October 14, 1996, between Parent and the Company (incorporated by reference to Exhibit (c)(3) to Parent and Purchaser's Tender Offer Statement on Schedule 14D-1, as amended, dated October 16, 1996). *(c)(4) Voting Trust Agreement, dated as of October 15, 1996, by and among Parent, Purchaser and Deposit Guaranty National Bank (incorporated by reference to Exhibit (c)(4) to Parent and Purchaser's Tender Offer Statement on Schedule 14D-1, as amended, dated October 16, 1996). *(c)(5) First Amendment to Agreement and Plan of Merger, dated as of November 5, 1996, by and among Parent, Purchaser and the Company (incorporated by reference to Exhibit (c)(7) to Parent and Purchaser's Tender Offer Statement on Schedule 14D-1, as amended, dated October 16, 1996). *(c)(6) Second Amendment to Agreement and Plan of Merger, dated as of December 18, 1996, by and among Parent, Purchaser and the Company. *(c)(7) Form of Amended and Restated Voting Trust Agreement. (c)(8) Deleted. *(c)(9) Text of STB Decision No. 5 of STB Finance Docket No. 33220, dated January 8, 1997. (c)(10) Deleted. *(c)(11) Text of opinion of Judge Donald VanArtsdalen of the United States District Court for the Eastern District of Pennsylvania as delivered from the bench on January 9, 1997. *(c)(12) Third Amendment to Agreement and Plan of Merger, dated as of March 7, 1997, by and among Parent, Purchaser and the Company. (*)(c)(13) Form of Amended and Restated Voting Trust Agreement. *(c)(14) Letter Agreement between CSX and NSC, dated April 8, 1997. *(c)(15) Fourth Amendment to Agreement and Plan of Merger, dated as of April 8, 1997, by and among CSX, Purchaser and the Company. *(c)(16) Letter from the Honorable Vernon A. Williams, dated May 8, 1997. (d) Not applicable. (e) Not applicable. (f) Not applicable. - --------------------------- * Previously filed. EX-99 2 EXHIBIT (A)(41) - NEWS RELEASE NEWS RELEASE Contacts: Robert Fort Norfolk Southern (757) 629-2710 Barry Scott Canadian Pacific Railway (403) 218-7525 FOR IMMEDIATE RELEASE May 14, 1997 NS AND CPR REACH AGREEMENT TO IMPROVE TRAFFIC FLOWS Norfolk VA -- Norfolk Southern Railway Company (NS) and Canadian Pacific Railway Company (CPR) have reached an agreement that will improve the future flow of rail traffic between a number of points in Canada, New England, Pennsylvania, Michigan and Illinois. The agreement is subject to Surface Transportation Board approval of the proposal by Norfolk Southern Corporation and CSX Corporation to acquire Conrail, Inc. (CR). Under the agreement, NS will obtain haulage rights over CPR s Delaware and Hudson Railway (D&H) subsidiary from Harrisburg, Pa., and Binghamton, N.Y., to Albany, N.Y. In addition, NS and CPR will shorten transit times and routes by relocating their interchange at Potomac Yard, Va., to Harrisburg, Pa., and share investment in certain track and bridge improvements on the D&H line. This arrangement will give NS a direct connection to Guilford Transportation, increasing competitive rail service to New England while improving service to Canada. At the same time, CPR will receive haulage rights on the CR line that NS expects to operate between Detroit and Chicago, via Kalamazoo, Mich. This will give CPR a shorter, faster route for intermodal and other freight moving into the U.S. from shippers in the provinces of Quebec and Ontario. CPR will also receive trackage rights between Harrisburg, Pa., and Reading, Pa., improving service to Philadelphia. This agreement will contribute to our goal of defining a viable role for the D&H following the restructuring of Conrail, and we expect to explore other opportunities, said Rob Ritchie, CPR president and chief executive officer. Service for CPR shippers will be improved both in the Northeast and the important corridor linking Central Canada and Chicago. Our agreement with CPR is another example of how our plan for the restructuring of Conrail will promote balanced competition in the East, said David R. Goode, NS chairman, president and chief executive officer. It has the potential to benefit both American and Canadian shippers by offering them wider market access and by improving the speed and ease with which their freight can be moved. # # # NS World Wide Web Site - http://www.nscorp.com CPR World Wide Web Site - http://www.cprailway.com -----END PRIVACY-ENHANCED MESSAGE-----