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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
to
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
Pursuant to Section 14(d)(4)
of the Securities Exchange Act of 1934
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CONRAIL INC.
(Name of Subject Company)
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CONRAIL INC.
(Name of Person(s) Filing Statement)
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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)
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Series A ESOP Convertible Junior Preferred Stock, without par value
(including the associated Common Stock Purchase Rights)
(Title of Class of Securities)
N/A
(CUSIP Number of Class of Securities)
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James D. McGeehan
Corporate Secretary
Conrail Inc.
2001 Market Street
Two Commerce Square
Philadelphia, Pennsylvania 19101
(215) 209-4000
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)
With a copy to:
Robert A. Kindler, Esq.
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019
(212) 474-1000
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INTRODUCTION
Conrail Inc. ("Conrail") hereby amends and supplements its
Solicitation/Recommendation Statement on Schedule 14D-9, originally
filed on October 16, 1996, as amended October 25, 1996 (as amended,
the "Schedule 14D-9"), with respect to an offer by Green Acquisition
Corp., a wholly owned subsidiary of CSX Corporation ("CSX") to
purchase an aggregate of 17,860,124 of the outstanding Shares.
Capitalized terms not defined herein have the meanings assigned
thereto in the Schedule 14D-9.
Item 8. Additional Information to be Furnished.
Item 8 of the Schedule 14D-9 is hereby amended and supplemented
by adding the following text at the end thereof:
On October 29, 1996, three shareholders of Conrail filed a
complaint individually and derivatively on behalf of Conrail, against
Conrail, CSX and certain other defendants. The allegations made in the
shareholder complaint are substantially similar to those made in the
original and amended Norfolk Southern complaints.
On October 30, 1996, Norfolk Southern filed its First Amended
Complaint for Declaratory and Injunction Relief in the United States
District Court of the Eastern District of Pennsylvania against
Conrail, CSX and the directors of Conrail. Norfolk Southern's amended
complaint amends its original complaint, filed as Exhibit (c)(8)
hereto, principally by asserting additional state law claims.
A copy of the amended Norfolk Southern complaint is attached
hereto as Exhibit (c)(9) and is incorporated herein by reference, and
the foregoing summary description is qualified in its entirety by
reference to such exhibit.
Item 9. Materials to be filed as Exhibits.
Item 9 of the Schedule 14D-9 is hereby amended and supplemented
by adding the following text thereto:
(c)(9) First Amended Complaint in Norfolk Southern et al. v.
Conrail Inc., et al., No. 96-CV-7167, filed on October 30, 1996 in the
United States District Court for the Eastern District of Pennsylvania.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
CONRAIL INC.
By /s/ Timothy T. O'Toole
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Name: Timothy T. O'Toole
Title: Senior Vice President--Finance
Dated as of November 1, 1996
EXHIBIT INDEX
Exhibit Description Page No.
*(a)(1) Offer to Purchase dated October 16, 1996......
*(a)(2) Letter of Transmittal.........................
*(a)(3) Text of press release issued by Conrail,
dated October 15, 1996........................
*(a)(4) Letter to shareholders of Conrail dated
October 16, 1996..............................
*(a)(5) Form of Summary Advertisement dated
October 16, 1996..............................
*(a)(6) Opinion of Lazard Freres & Co. L.L.C..........
*(a)(7) Opinion of Morgan Stanley & Co. Incorporated..
*(a)(8) Text of press release issued by Norfolk
Southern, dated October 23, 1996..............
*(a)(9) Text of press release issued by Conrail,
dated October 23, 1996........................
*(a)(10) Text of press release issued by Conrail,
dated October 24, 1996........................
(b) Not applicable................................
*(c)(1) Agreement and Plan of Merger dated as of
October 14, 1996..............................
*(c)(2) Conrail Stock Option Agreement, dated as of
October 14, 1996..............................
*(c)(3) CSX Stock Option Agreement dated as of
October 14, 1996..............................
*(c)(4) Form of Voting Trust Agreement................
*(c)(5) Employment Agreement of Mr. LeVan dated as
of October 14, 1996...........................
*(c)(6) Change of Control Agreement of Mr. LeVan
dated as of October 14, 1996..................
*(c)(7) Pages 4-5, and 9-14 of Conrail's Proxy
Statement dated April 3, 1996.................
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* Previously filed
Exhibit Description Page No.
*(c)(8) Complaint in Norfolk Southern et al. v.
Conrail Inc., et al., No. 96-CV-7167, filed
on October 23, 1996 in the United States
District Court for the Eastern District of
Pennsylvania..................................
(c)(9) First Amended Complaint in Norfolk Southern
et al. v. Conrail Inc., et al., No. 96-CV-
7167, filed on October 30, 1996 in the
United States District Court for the
Eastern District of Pennsylvania..............
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* Previously filed.