SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------- AMENDMENT NO. 11 to SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT Pursuant to Section 14(d)(4) of the Securities Exchange Act of 1934 --------------------- CONRAIL INC. (Name of Subject Company) --------------------- CONRAIL INC. (Name of Person(s) Filing Statement) --------------------- 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) 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 INTRODUCTION Conrail Inc. ("Conrail") hereby amends and supplements its Solicitatio Recommendation Statement on Schedule 14D-9, originally filed on December 6, 1996, and amended on December 12, 1996, December 20, 1996, January 3, 1997, January 10, 1997, January 14, 1997, January 16, 1997, January 21, 1997, January 28, 1997, February 3, 1997 and February 12, 1997 (as amended, the "CSX Schedule 14D-9") with respect to an offer by Green Acquisition Corp., a Pennsylvania corporation ("Purchaser") and a wholly owned subsidiary of CSX Corporation, a Virginia corporation ("CSX"), to purchase up to an aggregate of 18,344,845 Shares of Conrail. Capitalized terms not defined herein have the meanings assigned thereto in the CSX Schedule 14D-9. Item 8. Additional Information to be Furnished. Item 8 of the CSX Schedule 14D-9 is hereby amended and supplemented by adding the following text thereto: On February 14, 1997, CSX issued a press release announcing that it is extending the Second CSX Offer until 5:00 p.m., Eastern Standard Time, on Friday, March 14, 1997. A copy of the press release is attached hereto as Exhibit (a)(28), 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 CSX Schedule 14D-9 is hereby amended and supplemented by adding the following text thereto: (a)(28) Text of press release issued by CSX on February 14, 1997. 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 14, 1997 EXHIBIT INDEX Exhibit Description Page No. *(a)(1) Offer to Purchase dated December 6, 1996 (incorporated by reference to Exhibit (a)(1) to CSX's and Purchaser's Tender Offer Statement on Schedule 14D-1 dated December 6, 1996, as amended (the "CSX 14D-1"))................................. *(a)(2) Letter of Transmittal (incorporated by reference to Exhibit (a)(2) to the CSX 14D-1)........................................ *(a)(3) Text of press release issued by CSX dated December 6, 1996 (incorporated by reference to Exhibit (a)(7) to the CSX 14D-1)........... *(a)(4) Letter to shareholders of Conrail dated December 6, 1996.............................. *(a)(5) Form of Summary Advertisement dated December 6, 1996 (incorporated by reference to Exhibit (a)(5) to the CSX 14D-1)........... *(a)(6) Opinion of Lazard Freres & Co. LLC (incorporated by reference to Exhibit (a)(14) to the Solicitatio / Recommendation Statement on Schedule 14D-9 of Conrail dated October 16, 1996, as amended, relating to the First Offer (the "First 14D-9"))............................... *(a)(7) Opinion of Morgan Stanley & Co. Incorporated (incorporated by reference to Exhibit (a)(15) to the First 14D-9)........... *(a)(8) Text of press release issued by Conrail and CSX dated December 10, 1996................... *(a)(9) Opinion of Lazard Freres & Co. LLC dated December 18, 1996............................. *(a)(10) Opinion of Morgan Stanley & Co. Incorporated dated December 18, 1996.......... *(a)(11) Supplement to the Offer to Purchase dated December 19, 1996 (incorporated by reference to Exhibit (a)(15) to the 14D-1).... *(a)(12) Text of press release issued by CSX and Conrail dated December 19, 1996............... *(a)(13) Text of press release issued by Conrail dated December 20, 1996....................... *(a)(14) Text of advertisement published by Conrail and CSX on December 10, 1996.................. *(a)(15) Text of advertisement published by Conrail and CSX on December 12, 1996.................. *(a)(16) Text of joint press release issued by Conrail and CSX dated January 9, 1997......... *(a)(17) Text of joint press release issued by Conrail and CSX dated January 13, 1997........ *(a)(18) Text of joint press release issued by Conrail and CSX dated January 15, 1997........ *(a)(19) Text of press release issued by Conrail dated January 19, 1997........................ *(a)(20) Text of press release issued by Conrail dated January 22, 1997 (incorporated by reference to Exhibit (a)(26) to the Norfolk 14D-9)........................................ *(a)(21) Text of press release issued by Conrail dated January 23, 1997 (incorporated by reference to Exhibit (a)(27) to the Norfolk 14D-9)........................................ *(a)(22) Text of press release issued by Conrail dated January 28, 1997 (incorporated by reference to Exhibit (a)(24) to the Norfolk 14 D-9)....................................... *(a)(23) Text of joint advertisement published by Conrail and CSX on January 29, 1997........... *(a)(24) Text of press release issued by Conrail on January 31, 1997.............................. *(a)(25) Text of joint press release issued by Conrail, CSX and Norfolk on January 31, 1997.. *(a)(26) Text of press release issued by Norfolk dated February 10, 1997....................... *(a)(27) Text of press release issued by Conrail dated February 10, 1997 ...................... (a)(28) Text of press release issued by CSX dated February 14, 1997 ............................ *(c)(1) Agreement and Plan of Merger dated as of October 14, 1996 (incorporated by reference to Exhibit (c)(1) to CSX's and Purchaser's Tender Offer Statement on Schedule 14D-1 dated October 16, 1996, as amended, relating to the First Offer (the "First CSX 14D-1")).................................. *(c)(2) First Amendment to Agreement and Plan of Merger dated as of November 5, 1996 (incorporated by reference to Exhibit (c)(7) to the First CSX 14D-1)........ *(c)(3) Conrail Stock Option Agreement dated as of October 14, 1996 (incorporated by reference to Exhibit (c)(2) to the First CSX 14D-1)..... *(c)(4) CSX Stock Option Agreement dated as of October 14, 1996 (incorporated by reference to Exhibit (c)(3) to the First CSX 14D-1)..... *(c)(5) Voting Trust Agreement dated as of October 15, 1996 (incorporated by reference to Exhibit (c)(4) to the First CSX 14D-1)..... *(c)(6) Employment Agreement of Mr. LeVan dated as of October 14, 1996 (incorporated by reference to Exhibit (c)(5) to the First 14D-9).................................. *(c)(7) Change of Control Agreement of Mr. LeVan dated as of October 14, 1996 (incorporated by reference to Exhibit (c)(6) to the First 14D-9).................................. *(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 (incorporated by reference to Exhibit (c)(8) to the Solicitatio / Recommendation Statement on Schedule 14D-9 of Conrail dated November 6, 1996, as amended, relating to the Norfolk Offer)....... *(c)(9) Pages 4-5 and 9-14 of Conrail's Proxy Statement dated April 3, 1996 (incorporated by reference to Exhibit (c)(7) to the First 14D-9).................................. *(c)(10) Second Amendment to Agreement and Plan of Merger dated as of December 18, 1996 (incorporated by reference to Exhibit (c)(6) to the 14D-1).......................... *(c)(11) Form of Amended and Restated Voting Trust Agreement (incorporated by reference to Exhibit (c)(7) to the 14D-1).................. *(c)(12) 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)(13) Text of STB Decision No. 5 of STB Finance Docket No. 33220 dated January 8, 1997........ - --------------------- * Previously filed