As filed with the Securities and Exchange Commission on
July 26, 1995
Registration No. - 33-_____
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
__________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________
NORFOLK SOUTHERN CORPORATION
(Exact name of issuer as specified in its charter)
Virginia 52-1188014
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Three Commercial Place 23510-2191
Norfolk, Virginia (Zip Code)
(Address of Principal Executive Offices)
NORFOLK SOUTHERN CORPORATION
LONG-TERM INCENTIVE PLAN
(Full title of the plan)
JOHN S. SHANNON, Esq.
Executive Vice President - Law
Norfolk Southern Corporation
Three Commercial Place
Norfolk, Virginia 23510-2191
(Name and address of agent for service)
Telephone number, including area code, of agent for service:
(804) 629-2630
__________
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CALCULATION OF REGISTRATION FEE
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_________________________________________________________________
<S> <C> <C> <C> <C>
Proposed Proposed
Title of maximum maximum Amount
securities Amount offering aggregate of regis-
to be to be price offering tration
registered registered per share* price* fee
_________________________________________________________________
Norfolk 6,000,000 $70.875 $425,250,000.00 $146,637.93
Southern shares
Corporation
Common Stock
$1.00 par value
*Estimated solely for the purpose of determining the amount of
the registration fee in accordance with Rule 457(h), based upon a
price of $70.875 per share for 6,000,000 shares of Common Stock
for which options have not yet been granted, such price being the
average of the high and low prices of the Common Stock reported
in the consolidated reporting system on July 20, 1995, a date
within five business days prior to the date of filing this
Registration Statement.
_________________________________________________________________
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NOTE: Pursuant to Rule 429, the Prospectus which relates to this
Registration Statement contains all of the information which
would currently be required in a prospectus relating to the
securities covered by Registration Statement No. 33-30157.
</PAGE/>
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Norfolk Southern Corporation ("Registrant") hereby
incorporates into the Registration Statement the documents listed
below; all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 ("Exchange Act"), prior to the filing of a
post-effective amendment which indicates that all securities to
be granted under the Plan have been granted or which deregisters
all securities then remaining ungranted, shall be deemed to be
incorporated by reference in the Registration Statement and to be
part thereof from the date of filing of such documents.
(1) Registrant's latest Annual Report filed pursuant
to Section 13(a) of the Securities Exchange Act of 1934, as
amended;
(2) All other reports of the Registrant thereafter
filed pursuant to Section 13(a) or 15(d) of the Exchange Act; and
(3) The description of Norfolk Southern Corporation
Common Stock contained in the registration statement on Form 8-B,
as amended, filed pursuant to Section 12 of the Exchange Act.
Item 4. Description of Securities.
Not applicable to already-registered securities.
Item 5. Interests of Named Experts and Counsel.
An opinion that any shares of Common Stock issued and
delivered for the purposes described in the Plan will be duly
authorized, legally issued and fully paid and nonassessable has
been rendered to the Corporation by John S. Shannon, Esq.,
Executive Vice President-Law of the Corporation. As of May 31,
1995, Mr. Shannon was the beneficial owner, either directly or
indirectly, of 55,098 shares of Common Stock. Also, as of
May 31, 1995, Mr. Shannon had been awarded 22,500 performance
share units under the Plan and held unexercised Options to
purchase 85,820 shares of Common Stock.
Item 6. Indemnification of Directors and Officers.
Article 10 of the Virginia Stock Corporation Act
provides, in general, for indemnification by a corporation of any
person threatened with or made a party to any action, suit or
proceeding by reason of the fact that he or she is, or was, a
director, officer, employee or agent of such corporation.
Indemnification also is authorized (and in certain cases, is
required) with respect to a criminal action or proceeding where
the potential indemnitee had no reasonable cause to believe that
his conduct was unlawful. A corporation also may indemnify such
individuals for service, performed at the request of that
corporation, as a director, officer, employee, agent or otherwise
of another entity or organization.
Article VI of the Restated Articles of Incorporation of
Norfolk Southern Corporation ("Corporation") provides, in
general, for mandatory indemnification of directors and officers
(including former directors and officers), to the full extent
permitted by Virginia law, against liability incurred by them in
proceedings by third parties, or by or on behalf of the
Corporation itself, by reason of the fact that such person is, or
was, a director or officer of the Corporation, or is, or was,
serving at the request of the Corporation as a director, officer,
employee, agent or otherwise of another entity or organization.
Virginia corporate law currently does not permit indemnity for
willful misconduct or for a knowing violation of the criminal
law.
Article VI of the Corporation's Restated Articles of
Incorporation also provides that in every instance, and to the
fullest extent permitted by Virginia corporate law in effect from
time to time, directors and officers of the Corporation
(including former directors and officers) shall not be liable to
the Corporation or its stockholders. Under current Virginia law,
this provision cannot limit liability for willful misconduct or
for a knowing violation either of the criminal law or of any
federal or state securities law.
Directors and officers of the Corporation are covered
by certain policies providing directors' and officers' liability
insurance. In general, the insurers are obliged to make payments
under these policies only if the Corporation may indemnify a
director or officer -- and does not or cannot do so. The
policies are issued on a "claims made" basis, and apply as well
to service performed by such individuals at the direction of the
Corporation as a director, officer, employee, agent or otherwise
of another entity or organization.
Item 7. Exemption from Registration.
Not applicable
Item 8. Exhibits.
Exhibit Number Description
4 Instruments defining the rights of
security holders, including indentures.
(a) The Restated Articles of
Incorporation of Norfolk Southern
Corporation are incorporated herein by
reference from Exhibit 1 of Norfolk
Southern's Form 10-Q Report for the
quarter ended September 30, 1989.
(b) The Bylaws of Norfolk Southern
Corporation, as last amended January 24,
1995, are incorporated herein by
reference from Exhibit 4(b) of Norfolk
Southern's Form S-8 Registration
Statement No. 33-57417, as filed with
the Commission on January 25, 1995.
5 Opinion regarding legality from John S.
Shannon, Esq.
23 Consent of Independent Auditors; Counsel
(a) Consent of KPMG Peat Marwick LLP.
(b) The Consent of John S. Shannon,
Esq., is contained in his opinion filed
as Exhibit 5 to the Registration
Statement.
99 The Norfolk Southern Corporation Long-
Term Incentive Plan, as amended
effective January 24, 1995, is
incorporated herein by reference from
Appendix A to Norfolk Southern's
definitive Proxy Statement dated
March 31, 1995.
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to
this Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts
or events arising after the effective date of the
Registration Statement (or the most recent post-
effective amendment thereof) which, individually
or in the aggregate, represent a fundamental
change in the information set forth in this
Registration Statement; and
(iii) To include any material information
with respect to the plan of distribution not
previously disclosed in the Registration Statement
or any material change to such information in the
Registration Statement; provided, however, that
paragraphs (1)(i) and (1)(ii) above do not apply
if the Registration Statement is on Form S-3, Form
S-8 or Form F-3, and the information required to
be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed
with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities
offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
The undersigned Registrant hereby further undertakes
that, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's Annual
Report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the Registration Statement shall be
deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by
the final adjudication of such issue.
SIGNATURES
The Registrant. Pursuant to the requirements of the
Securities Act of 1933, Norfolk Southern Corporation certifies
that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Cleveland,
and State of Ohio, on this 25th day of July, 1995.
NORFOLK SOUTHERN CORPORATION
/s/ David R. Goode
(David R. Goode)
Chairman, President and
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Norfolk
Southern Corporation hereby severally constitute John S. Shannon
and John R. Turbyfill, and each of them singly, our true and
lawful attorneys with full power to them, and each of them
singly, to sign for us and in our names in the capacities
indicated below, any and all amendments to the Registration
Statement, and generally to do all such things in our names and
behalf in our capacities as officers and directors to enable
Norfolk Southern Corporation to comply with the provisions of the
Securities Act of 1933, as amended, and all requirements of the
Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said
attorneys, or any of them, to any and all amendments to said
Registration Statement.
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed below on this
25th day of July, 1995, by the following persons in the
capacities indicated.
Signature Title
Chairman, President and Chief
/s/ David R. Goode Executive Officer and Director
(David R. Goode) (Principal Executive Officer)
/s/ Henry C. Wolf Executive Vice President-Finance
(Henry C. Wolf) (Principal Financial Officer)
/s/ John P. Rathbone Vice President and Controller
(John P. Rathbone) (Principal Accounting Officer)
/s/ Gerald L. Baliles
(Gerald L. Baliles) Director
/s/ Gene R. Carter
(Gene R. Carter) Director
/s/ L. E. Coleman
(L. E. Coleman) Director
/s/ T. Marshall Hahn, Jr.
(T. Marshall Hahn, Jr.) Director
/s/ Landon Hilliard
(Landon Hilliard) Director
/s/ E. B. Leisenring, Jr.
(E. B. Leisenring, Jr.) Director
_______________________
(Arnold B. McKinnon) Director
/s/ Robert E. McNair
(Robert E. McNair) Director
/s/ Jane Margaret O'Brien
(Jane Margaret O'Brien) Director
/s/ Harold W. Pote
(Harold W. Pote) Director
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Exhibit 5
NORFOLK SOUTHERN CORPORATION
Three Commercial Place
Norfolk, Virginia 23510-2191
John S. Shannon
Executive Vice President-Law
Phone (804) 629-2630
July 25, 1995
OPINION OF COUNSEL
The Board of Directors
Norfolk Southern Corporation:
As Executive Vice President-Law of Norfolk Southern
Corporation (Corporation), I have acted as counsel for the
Corporation in connection with the proposed issuance of Norfolk
Southern Corporation Common Stock (Common Stock) pursuant to the
terms of the Norfolk Southern Corporation Long-Term Incentive
Plan, as amended (Plan), including the registration under the
Securities Act of 1933, as amended, of such Common Stock. On the
basis of such investigation as I have deemed necessary, I am of
the opinion that any shares of Common Stock, when issued and
delivered for the purposes described in the Plan, will be duly
authorized, legally issued and fully paid and nonassessable.
I consent to the filing of this opinion as an Exhibit to
the Registration Statement on Form S-8 filed by the Corporation
in connection with the registration under the Securities Act of
1933, as amended, of Common Stock to be issued pursuant to the
Plan.
/s/ John S. Shannon
John S. Shannon
Exhibit 23
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Norfolk Southern Corporation:
We consent to the incorporation by reference herein of our report
dated January 24, 1995, which appears in the December 31, 1994
Annual Report on Form 10-K405 of Norfolk Southern Corporation.
Our report refers to changes in accounting methods related to
income taxes, postretirement benefits, and postemployment
benefits.
/s/ KPMG Peat Marwick LLP
July 25, 1995
Norfolk, Virginia
