SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
of the Securities Act of 1934
Date of Report (Date of earliest event reported):
January 23, 1996
NORFOLK SOUTHERN CORPORATION
(exact name of registrant as specified in its charter)
Virginia 1-8339 52-1188014
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number Identification No.)
Three Commercial Place, Norfolk, Virginia 23510-2191
(Address of principal executive offices)
Registrant's telephone number, including area code
(804) 629-2680
No Change
(Former name or former address, if changed since last report.)
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Item 5. Other Events.
On January 23, 1996, Norfolk Southern Corporation announced
an increase in its regular quarterly dividend, from 52 cents per
share to 56 cents per share on it common stock. Also on January
23, 1996, the Corporation announced that its board of directors
had authorized the purchase of up to 30,000,000 shares of its
common stock. The Corporation expects to complete the purchases
by the year 2000. The authorization is in addition to the
45,000,000 shares of common stock the Corporation's board
approved for purchase in 1989. Purchases will continue to be
made in regular brokerage transactions on the open market at
prevailing market prices or otherwise in accordance with
Securities and Exchange Commission regulations. The
Corporation's assessment of market conditions and alternative
investment opportunities will govern the timing and volume of
purchases.
A copy of the press release issued on January 23, 1996, is
filed as Exhibit 99 under Item 7(c).
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99 - Copy of press release dated January 23, 1996.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
NORFOLK SOUTHERN CORPORATION
/s/ D. M. Martin
(Signature)
D. M. Martin, Corporate Secretary
Date: January 23, 1996
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EXHIBIT INDEX
Exhibit
Number Description
99 Copy of press release
dated January 23, 1996.
Exhibit 99
FOR IMMEDIATE RELEASE
January 23, 1996
Norfolk Southern Board Increases Quarterly Dividend,
Authorizes Purchase of NS Stock
NORFOLK, VA -- Norfolk Southern Corporation today announced a 7.7
percent increase in its regular quarterly dividend, from 52 cents
per share to 56 cents per share on its common stock, payable on
March 11 to stockholders of record on February 2. Annualized, this
rate is equal to $2.24 per share.
Continuing a financial strategy begun in 1987 to provide
returns to shareholders, the board also authorized a new program
for the corporation to acquire an additional 30 million shares of
common stock. Norfolk Southern expects to complete these purchases
by the end of the year 2000.
Through the end of 1995, Norfolk Southern had purchased
approximately 63.9 million shares of its stock at a cost of
approximately $2.9 billion.
"In view of our strong performance in 1995 and the favorable
long-term outlook for Norfolk Southern, we believe a dividend
increase and continuation of the stock purchase program will serve
to enhance shareholder value," said David R. Goode, chairman,
president and chief executive officer.
Purchases will continue to be made in regular brokerage
transactions on the open market at prevailing market prices.
Norfolk Southern's assessment of market conditions and alternative
investment opportunities will govern the timing and volume of
purchases.
Norfolk Southern currently has approximately 129 million
publicly held shares. If all the newly authorized 30 million
shares were acquired, the number of publicly held shares would be
reduced by more than 23 percent. The stock has a 52-week high of
$81-5/8 and closed yesterday at $77-1/4.
