-----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, PzK1x5iOwBfhM7wFn2o5divCOwSwQF5d8lpXAG4euV4AfiEEADCnAkx3NQRu29jp Z4z8R+XdzBOcN9q5BhGS8Q== 0000950172-97-000053.txt : 19970127 0000950172-97-000053.hdr.sgml : 19970127 ACCESSION NUMBER: 0000950172-97-000053 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970124 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: 97509826 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. 44 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-1 (Amendment No. 44) 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. 44 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 up to an aggregate of 8,200,000 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"), the Second Supplement to the Offer to Purchase, dated December 20, 1996 (the "Second Supplement"), the Third Supplement to the Offer to Purchase, dated January 22, 1997 (the "Third 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, the Third Supplement or the Schedule 14D-1. Item 3. Past Contacts, Transactions or Negotiations with the Subject Company. Item 3 is hereby amended and supplemented by the following: (b) On January 22, 1997, Messrs. LeVan and Snow sent a letter to Mr. Goode, responding to Mr. Goode's letter dated January 21, 1997 to them in which Mr. Goode stated that Parent was prepared to enter into discussion with no preconditions other than recognition of Parent's pledge to Company shareholders that Parent will only enter into an agreement with the Company or CSX that gives Company shareholders an all-cash offer of $115 per Share. In their letter, Messrs. LeVan and Snow indicated their willingness to meet with Mr. Goode to begin meaningful and candid discussions without any preconditions that would limit discussions or otherwise prejudice each other's respective positions. The text of Messrs. LeVan's and Snow's letter is filed as an exhibit hereto and is incorporated herein by reference. Item 10. Additional Information. Item 10 is hereby amended and supplemented by the following: (e) On January 22, 1997, Parent announced that, based upon the final results certified by the inspector of election for the Pennsylvania Special Meeting, Company shareholders overwhelmingly defeated the Articles Amendment at the Pennsylvania Special Meeting. Item 11. Material to be Filed as Exhibits. Item 11 is hereby amended and supplemented by the following: (a)(107) Press Release issued by Parent on January 23, 1997. (a)(108) Text of Letter sent by David M. LeVan, Chairman, President and Chief Executive Officer of the Company, and John W. Snow, Chairman, President and Chief Executive Officer of CSX, to David R. Goode, Chairman, President and Chief Executive Officer of Parent on January 22, 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 23, 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)(107) Press Release issued by Parent on January 23, 1997. (a)(108) Text of Letter sent by David M. LeVan, Chairman, President and Chief Executive Officer of the Company, and John W. Snow, Chairman, President and Chief Executive Officer of CSX, to David R. Goode, Chairman, President and Chief Executive Officer of Parent on January 22, 1997. EX-99 2 EXHIBIT (A)(107) FOR IMMEDIATE RELEASE January 23, 1997 Media Contact: Robert Fort (757) 629-2710 CONRAIL OPT-OUT OVERWHELMINGLY DEFEATED, RESULTS SHOW NORFOLK, VA -- Norfolk Southern Corporation today announced that the final results of the January 17 vote on the attempt by Conrail management to "opt out" of the Pennsylvania Fair Value Statute show that shareholders overwhelmingly defeated the proposal. The official vote count, certified by Corporate Election Services and released today, indicates that of the 76.68 million shares voting either for or against the opt-out proposal, approximately 49.9 million (or 65 percent) voted against the "opt-out" proposal and 26.78 million (or 35 percent) voted for the proposal. Conrail employees voted approximately 29 percent of the shares in their Employee Stock Ownership Plan against the "opt-out" proposal. Based on the final vote count, over 92 percent of the Conrail shares voted at the January 17 special meeting (excluding Conrail shares owned by CSX and Conrail's employee benefit plans) voted against the "opt-out" proposal and in support of Norfolk Southern. Corporate Election Services is the company hired by Conrail to count the votes. Norfolk Southern's chairman, president and chief executive officer, David R. Goode, said of the official vote count: "The vote obviously is even more overwhelming than our earlier reports had indicated. The size of the vote and the support of Conrail's employees, which was especially welcome, clearly refute the claim that the opt-out was defeated only by institutional and other large shareholders. Norfolk Southern is gratified, and we sincerely hope Conrail's board will recognize and act in accordance with the wishes of its shareholders." # # # World Wide Web Site - http://www.nscorp.com EX-99 3 EXHIBIT (A)(108) [CSX & Conrail Letterhead] January 22, 1997 Mr. David R. Goode Chairman, President and Chief Executive Officer Norfolk Southern Corporation Three Commercial Place Norfolk, Virginia 23510-2191 Dear David: Thank you for your letter of January 21, 1997. It certainly is timely in light of Chairman Morgan's very positive suggestions that we work together to best serve the public's interest. We are fully committed to the CSX/Conrail merger. We believe our merger, together with your participation, will enable us to best serve the interests of all our constituencies, preserve our merger synergies and yield a procompetitive result. We recognize that you have a different view of our merger; nevertheless, we should, as Chairman Morgan urges, meet and talk. This can and should be done without any preconditions that would limit our discussions or otherwise prejudice our respective positions. Let us be very clear, no one should interpret from our meeting that either party has changed its position. Our objective, which we are sure you share, is to assure that the public's interest in strong, viable competition is met. We want no winner or loser, other than to be sure that the public is a winner. We sincerely hope with all that is at stake that we can begin meaningful and candid discussions. We look forward to meeting with you at your earliest convenience and will be in contact with your office to arrange a mutually convenient place and time. Sincerely, John W. Snow David M. LeVan Chairman, President & CEO Chairman, President & CEO CSX Corporation Conrail Inc. -----END PRIVACY-ENHANCED MESSAGE-----