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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 19*
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)
-----------------------------
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
*Constituting the final amendment to this Schedule 14D-9.
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INTRODUCTION
Conrail Inc. ("Conrail") hereby amends and supplements its
Solicitation/Recommendation Statement on Schedule 14D-9, originally
filed on November 6, 1996, and amended on November 7, 1996, November
8, 1996, November 13, 1996, November 18, 1996, November 20, 1996,
November 21, 1996, November 26, 1996, December 3, 1996, December 6,
1996, December 12, 1996, December 20, 1996, January 3, 1997, January
10, 1997, January 14, 1997, January 16, 1997, January 21, 1997,
January 27, 1997 and February 3, 1997 (as amended, the "Norfolk
Schedule 14D-9"), with respect to an offer by Atlantic Acquisition
Corporation, a Pennsylvania corporation ("Atlantic") and a wholly
owned subsidiary of Norfolk Southern Corporation, a Virginia
corporation ("Norfolk"), to purchase all the issued and outstanding
Shares of Conrail. Capitalized terms not defined herein have the
meanings assigned thereto in the Norfolk Schedule 14D-9.
Item 8. Additional Information to be Furnished.
Item 8 of the Norfolk Schedule 14D-9 is hereby amended and
supplemented by adding the following text thereto:
On February 10, 1997, Norfolk issued a press release
announcing, among other things, that it has nominated a slate of five
directors to the Conrail Board. Norfolk also announced in its press
release that the final proration factor for the amended Norfolk Offer
is approximately 12.6 percent. A copy of the press release is attached
hereto as Exhibit (a)(31), is incorporated herein by reference and the
foregoing summary is qualified in its entirety by reference to such
Exhibit.
On February 10, 1997, Conrail issued a press release in
response to Norfolk's proposed director slate, announcing that the
terms of the proposal are invalid under Pennsylvania law and also
appear to violate Federal transportation law. A copy of the press
release is attached hereto as Exhibit (a)(32), is incorporated herein
by reference and the foregoing summary is qualified in its entirety by
reference to such Exhibit.
Item 9. Materials to be filed as Exhibits.
Item 9 of the Norfolk Schedule 14D-9 is hereby amended and
supplemented by adding the following text thereto:
(a)(31) Text of press release issued by Norfolk
dated February 10, 1997 (incorporated by
reference to Exhibit (a)(26) to the Second CSX 14D-9).
(a)(32) Text of press release issued by Conrail
dated February 10, 1997 (incorporated by
reference to Exhibit (a)(27) to the Second CSX 14D-9).
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/ John A. McKelvey
--------------------------------
Name: John A. McKelvey
Title: Senior Vice President--
Finance
Dated as of February 12, 1997
EXHIBIT INDEX
Exhibit Description Page No.
*(a)(1) Text of press release issued by Conrail
dated October 23, 1996 (incorporated by
reference to Exhibit (a)(9) to the
Solicitation/Recommendation Statement on
Schedule 14D-9 of Conrail Inc. dated
October 16, 1996, as amended (the
"CSX 14D-9"))................................
*(a)(2) Text of press release issued by Norfolk,
dated October 23, 1996 (incorporated by
reference to Exhibit (a)(8) to the CSX
14D-9)........................................
*(a)(3) Text of press release issued by Conrail and
CSX dated November 6, 1996....................
*(a)(4) Letter to shareholders of Conrail dated
November 6, 1996..............................
*(a)(5) Text of press release issued by Conrail,
dated November 7, 1996 (incorporated by
reference to Exhibit (a)(16) to the CSX
14D-9)........................................
*(a)(6) Text of press release issued by Conrail,
dated November 7, 1996 (incorporated by
reference to Exhibit (a)(17) to the CSX
14D-9)........................................
*(a)(7) Text of press release issued by Conrail,
dated November 8, 1996 (incorporated by
reference to Exhibit (a)(18) to the CSX
14D-9)........................................
*(a)(8) Text of press release issued by Conrail and
CSX, dated November 13, 1996 (incorporated
by reference to Exhibit (a)(19) to the CSX
14D-9)........................................
*(a)(9) Text of press release issued by Conrail and
CSX dated November 19, 1996 (incorporated
by reference to Exhibit (a)(20) to the CSX
14D-9)........................................
*(a)(10) Text of press release issued by Conrail and
CSX dated November 20, 1996 (incorporated
by reference to Exhibit (a)(21) to the CSX
14D-9)........................................
*(a)(11) Text of press release issued by CSX dated
November 21, 1996 (incorporated by
reference to Exhibit (a)(22) to the CSX
14D-9)........................................
*(a)(12) Text of press release issued by Conrail,
dated November 25, 1996.......................
*(a)(13) Text of press release issued by CSX, dated
November 26, 1996 (incorporated by
reference to Exhibit (a)(23) to the CSX
14D-9)........................................
*(a)(14) Text of press release issued by Conrail and
CSX dated December 5, 1996....................
*(a)(15) Text of press release issued by Conrail and
CSX dated December 10, 1996 (incorporated
by reference to Exhibit (a)(8) to the
Solicitation/Recommendation Statement on
Schedule 14D-9 of Conrail dated December 6,
1996, as amended, relating to the second
tender offer by CSX (the "Second
CSX 14D-9"))..................................
*(a)(16) Text of press release issued by CSX and
Conrail dated December 19, 1996
(incorporated by reference to Exhibit
(a)(12) to the Second CSX 14D-9)..............
*(a)(17) Text of press release issued by Conrail
dated December 20, 1996 (incorporated by
reference to Exhibit (a)(13) to the Second
CSX 14D-9)....................................
*(a)(18) Text of joint advertisement published by
Conrail and CSX on December 10, 1996
(incorporated by reference to Exhibit
(a)(14) to the Second CSX 14D-9)..............
*(a)(19) Text of joint advertisement published by
Conrail and CSX on December 12, 1996
(incorporated by reference to Exhibit
(a)(15) to the Second CSX 14D-9)..............
*(a)(20) Text of joint press release issued by
Conrail and CSX on January 9, 1997
(incorporated by reference to
Exhibit (a)(16) to the Second CSX 14D-9)......
*(a)(21) Text of joint press release issued by
Conrail and CSX on January 13, 1997
(incorporated by reference to
Exhibit (a)(17) to the Second CSX 14D-9)......
*(a)(22) Text of joint press release issued by
Conrail and CSX dated January 15, 1997
(incorporated by reference to
Exhibit (a)(18) to the Second CSX 14D-9)......
*(a)(23) Text of press release issued by Conrail
dated January 17, 1997 (incorporated by
reference to Exhibit (a)(19) to the Second
CSX 14D-9)....................................
*(a)(24) Text of press release issued by Conrail
dated January 28, 1997........................
*(a)(25) Letter to shareholders of Conrail dated
January 28, 1997..............................
*(a)(26) Text of press release issued by Conrail
dated January 22, 1997........................
*(a)(27) Text of press release issued by Conrail
dated January 23, 1997 .......................
*(a)(28) Text of joint advertisement issued by
Conrail and CSX on January 29, 1997
(incorporated by reference to Exhibit
(a)(23) to the Second CSX 14D-9)..............
*(a)(29) Text of press release issued by Conrail on
January 31, 1997 (incorporated by reference
to Exhibit (a)(24) to the Second CSX
14D-9)........................................
*(a)(30) Text of joint press release issued by
Conrail, CSX and Norfolk on January 31,
1997 (incorporated by reference to Exhibit
(a)(25) to the Second CSX 14D-9) .............
(a)(31) Text of press release issued by Norfolk on
February 10, 1997 (incorporated by
reference to Exhibit (a)(26) to the Second CSX
14D-9)........................................
(a)(32) Text of press release issued by Conrail on
February 10, 1997 (incorporated by
reference to Exhibit (a)(27) to the Second CSX
14D-9) .......................................
(b) Not applicable................................
*(c)(1) Pages 4-5 and 9-14 of Conrail's Proxy
Statement dated April 3, 1996 (incorporated
by reference to Exhibit (c)(7) to the CSX
14D-9)........................................
*(c)(2) Employment Agreement of Mr. David M. LeVan
dated as of October 14, 1996 (incorporated
by reference to Exhibit (c)(5) to the CSX
14D-9)........................................
*(c)(3) Change of Control Agreement of Mr. David M.
LeVan dated as of October 14, 1996
(incorporated by reference to Exhibit
(c)(6) to the CSX 14D-9)......................
*(c)(4) First Amended Complaint in Norfolk Southern
et al. v. Conrail Inc., et al., No. 96-CV-
7167, filed on October 28, 1996 in the
United States District Court for the
Eastern District of Pennsylvania (incorporated by
reference to Exhibit (c)(9) to the
CSX 14D-9)....................................
*(c)(5) Second Amended Complaint in Norfolk
Southern et. al. v. Conrail Inc., et al.,
No. 96-CV-7167, filed on November 15, 1996 in
the United States District Court for the
Eastern District of Pennsylvania
(incorporated by reference to
Exhibit (c)(12) to the CSX 14D-9).............
*(c)(6) 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
November 20, 1996..............................
*(c)(7) Conrail's Definitive Proxy Statement, dated
November 25, 1996..............................
*(c)(8) Answer and Defenses of Conrail, CSX and the
individual defendants to Second Amended
Complaint, and Counterclaim of Conrail and
CSX in Norfolk Southern et al. v. Conrail
Inc. et al., filed on December 5, 1996, in
the United States District Court for the
Eastern District of Pennsylvania...............
*(c)(9) Second Amendment to Agreement and Plan of
Merger dated as of December 18, 1996,
(incorporated by reference to
Exhibit (c)(10) to the Second CSX 14D-9).......
*(c)(10) Form of Amended and Restated Voting Trust
Agreement (incorporated by reference to
Exhibit (c)(11) to the Second
CSX 14D-9).....................................
*(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 (incorporated by reference
to Exhibit (c)(12) to the Second CSX 14D-9)....
*(c)(12) Text of STB Decision No. 5 of STB Finance
Docket No. 33220 dated January 8, 1997
(incorporated by reference to
Exhibit (c)(13) to the Second CSX 14D-9).......
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* Previously filed
+ Included in materials delivered to shareholders of
Conrail.