SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
July 22, 1997 (July 22, 1997)
NORFOLK SOUTHERN CORPORATION
(Exact name of Registrant as specified in its charter)
Virginia 1-8339 52-1188014
(State of Incorporation) (Commission File No.) (IRS Employer
Identification No.)
Three Commercial Place
Norfolk, Virginia 23510-2191
(Address of principal executive offices)
(757) 629-2600
(Registrant's telephone number)
No Change
(Former name or former address, if changed since last report)
Item 5. Other Events.
On July 22, 1997, the Board of Directors of Norfolk
Southern Corporation (the "Corporation") approved a 3-for-1
split of the Corporation's Common Stock, the only
outstanding class of equity security of the Corporation; the
split does not require stockholder approval. The split is to
be effective at the close of business on the date (now
anticipated to be September 5, 1997) of issuance by the
Virginia State Corporation Commission of its related
Certificate of Amendment to the Corporation's Restated
Articles of Incorporation. The effective date of that
Certificate also will be the record date for the split.
A copy of the Restated Articles of Incorporation
reflecting the amendment will be filed as Exhibit
3(a) to the Corporation's quarterly report on Form 10-Q for
the quarter in which the amendment is effective.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(c) Exhibits
99 Copy of the Registrant's press release, dated July
22, 1997, concerning announcement by its Board of
Directors to split Registrant's Common Stock on a
3-for-1 basis.
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 hereunto duly authorized.
Dated: July 22, 1997
NORFOLK SOUTHERN CORPORATION
(Registrant)
By: /s/ DEZORA M. MARTIN
Dezora M. Martin
Corporate Secretary
EXHIBIT INDEX
Exhibit
Number Description
99 Copy of the Registrant's press release, dated July
22, 1997, concerning announcement by its Board of
Directors to split Registrant's Common Stock on a
3-for-1 basis.
Exhibit 99
FOR IMMEDIATE RELEASE
July 22, 1997
NS ANNOUNCES 3-FOR-1 SPLIT, APPROVES DIVIDEND
NORFOLK, VA -- The Board of Directors of Norfolk Southern Corporation
today approved a three-for-one split of the Corporations' Common Stock and
also approved payment of the regular quarterly dividend of 60 cents per
share, on a pre-split basis.
The dividend will be payable on September 10 to stockholders of
record as of the close of business on August 1.
The stock split is expected to be effective in early September.
Stockholders of record on the effective date will keep their certificates
which will continue to represent the number of shares each such certificate
evidences. It is anticipated that in October stockholders will be mailed
certificates evidencing ownership of two additional shares for each share
they held as of the close of business on the effective date.
Norfolk Southern now has over 132 million shares outstanding and
after the split will have over 398 million shares outstanding.
David R. Goode, chairman, president and chief executive officer of
Norfolk Southern, observed that "The Board's action was taken in light of
the Corporation's continuing good results, the desire to make shares of its
Common Stock more readily available to investors and NS' sound financial
position."
# # #
Contact: Robert Fort, Norfolk, (757) 629-2710
World Wide Web Site - http://www.nscorp.com
