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):
February 5, 1997
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 23510-9219
(Address of principal executive offices)
Registrant's telephone number, including area code (757) 629-2680
No Change
(Former name or former address, if changed since last report.)
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Item 5. Other Events.
On February 5, 1997, Registrant announced that its offer to
purchase up to 8,200,000 shares of Conrail Inc. for a price of $115
per share in cash had been oversubscribed and that Atlantic
Acquisition Corporation (a wholly owned subsidiary of Registrant)
accepted for payment 8,200,000 shares of Conrail Inc. pursuant to
the offer which expired at Midnight, New York City time, on
February 4, 1997. The final proration factor in the tender offer
was 12.611251% for all Conrail shares tendered.
On February 12, 1997, Registrant announced that payment for
the 8,200,000 shares of Conrail Inc. accepted in the tender offer
had commenced on February 11, 1997. Also on February 12, 1997,
Registrant announced that Atlantic Acquisition Corporation was
commencing its previously announced all-cash tender offer for all
shares of Conrail Inc. not already owned by Registrant at a price
of $115 per share. The tender offer is subject to certain minimum
tender and other conditions that are more fully set forth in the
offering materials filed with the Securities and Exchange
Commission.
In connection with the acquisition of the 8,200,000 shares of
Conrail Inc., Registrant arranged for the issuance and sale, as a
private placement, of $1.0 billion of commercial paper. As a
result, both Standard & Poor's and Moody's have downgraded their
ratings on certain of Registrant's debt; Registrant's ratings
remain on credit watch in view of its announced intention to borrow
additional funds to acquire shares of Conrail Inc. pursuant to the
tender offer and in any ensuing merger.
Copies of Registrant's press releases (concerning the
successful tender offer for 8,200,000 shares and the tender offer
commenced on February 12, 1997, for all the remaining shares of
Conrail Inc.) are filed as Exhibit 99 under Item 7(c).
Item 7(c). Exhibits.
99 - Copies of press releases issued by Registrant on February
5, 1997, and on February 12, 1997.
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.
NORFOLK SOUTHERN CORPORATION
(Registrant)
By: /s/ Dezora M. Martin
(signature)
Dezora M. Martin
Corporate Secretary
Date: February 14, 1997
</PAGE>
EXHIBIT INDEX
Exhibit
Number
System Description
99 Copies of Registrant's press
releases dated February 5, 1997,
and February 12, 1997
FOR IMMEDIATE RELEASE
February 5, 1997
Media Contact: Robert Fort
(757) 629-2710
NORFOLK SOUTHERN COMPLETES TENDER OFFER
FOR 9.9% OF CONRAIL SHARES
NORFOLK, VA -- Norfolk Southern Corporation (NYSE: NSC) today
announced that its cash tender offer for shares of Conrail Inc.
(NYSE: CRR) at a price of $115 per share was oversubscribed. The
offer expired at 12:00 Midnight, New York City time, on Tuesday,
February 4, 1997.
Based on a preliminary count from the depositary for the
offer, approximately 66.8 million shares have been tendered,
which includes approximately 24.1 million shares subject to
guarantees of delivery. Norfolk Southern's subsidiary, Atlantic
Acquisition Corporation, accepted for payment 8.2 million Conrail
shares in the offer, which represent approximately 9.9% of the
outstanding common shares of Conrail (the approximate maximum
number of shares Norfolk Southern can buy without triggering
Conrail's "poison pill"). The preliminary proration factor under
the offer is 12.26% for all Conrail shares tendered. The final
proration factor is expected to be announced on or about Tuesday,
February 11, 1997, and it is expected that payment for the shares
that have been accepted will commence promptly thereafter.
Norfolk Southern is a Virginia-based holding company with
headquarters in Norfolk, Va. It owns a major freight railroad,
Norfolk Southern Railway Company, which operates approximately
14,400 miles of road in 20 states, primarily in the Southeast and
Midwest, and the Province of Ontario, Canada. The corporation
also owns North American Van Lines, Inc., and Pocahontas Land
Corporation, a natural resources company.
# # #
World Wide Web Site - http://www.nscorp.com
</PAGE/>
FOR IMMEDIATE RELEASE
February 12, 1997
Media Contact: Robert Fort
(757) 629-2710
NORFOLK SOUTHERN COMMENCES SECOND TENDER OFFER TO ACQUIRE CONRAIL
SHARES FOR $115 PER SHARE
NORFOLK, VA -- Norfolk Southern Corporation (NYSE: NSC) announced
today that a wholly owned subsidiary is commencing its previously
announced all-cash tender offer for all of the outstanding Common
Shares and Series A ESOP Convertible Junior Preferred Shares of
Conrail Inc. (NYSE: CRR) not already owned by Norfolk Southern at
a price of $115 per share. The tender offer will expire on
Wednesday, March 12, 1997, at 12:00 Midnight, New York City time,
unless the offer is extended. On February 11, 1997, Norfolk
Southern commenced payment for the 8,200,000 Conrail shares
acquired pursuant to Norfolk Southern's prior tender offer.
Following completion of the tender offer, which is subject
to certain minimum tender and other conditions, Norfolk Southern
intends to consummate a merger in which all remaining Conrail
shares would be converted into the right to receive the same cash
price per share paid in Norfolk Southern's tender offers.
Norfolk Southern is a Virginia-based holding company with
headquarters in Norfolk, Va. It owns a major freight railroad,
Norfolk Southern Railway Company, which operates about 14,300
miles of road in 20 states primarily in the Southeast and
Midwest, and the Province of Ontario, Canada. The corporation
also owns North American Van Lines, Inc., and Pocahontas Land
Corporation, a natural resources company.
# # #
World Wide Web Site - http://www.nscorp.com
