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):
January 12, 1998
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) 629-2816
(Registrant's telephone number)
No Change
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
On January 12, 1998, Norfolk Southern Corporation (NS) announced
that it had reached agreement with the investment firm of
Clayton, Dubilier & Rice Inc. (CD&R) on the sale of all of the
common stock of NS' subsidiary, North American Van Lines, Inc.
(NAVL). Under the terms of the Stock Purchase Agreement, NS will
sell all of the outstanding common shares of NAVL, a Delaware
corporation, to NA Acquisition Corporation, a Delaware
corporation formed by CD&R, for an aggregate purchase price of
$200 million in cash. The purchase price is subject to
adjustment upward or downward based on NAVL's net working
capital at the time of closing. Management does not expect this
adjustment to be significant. The closing of this transaction is
subject to certain customary closing conditions and is expected
to occur not later than May 31, 1998.
A copy of the press release issued by NS concerning the sale of
the common stock of NAVL to CD&R is filed as Exhibit 99 to Item
5.
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: January 12, 1998
NORFOLK SOUTHERN CORPORATION
(Registrant)
By: /s/ Dezora M. Martin
Dezora M. Martin
Corporate Secretary
FOR IMMEDIATE RELEASE
JANUARY 12, 1998
NORFOLK SOUTHERN REACHES AGREEMENT
WITH CLAYTON, DUBILIER & RICE ON SALE OF NAVL
NORFOLK, VA -- Norfolk Southern Corporation (NYSE: NSC)
announced today that it has reached agreement with the investment
firm of Clayton, Dubilier & Rice Inc. (CD&R) on the sale of NS'
North American Van Lines Inc. (NAVL) subsidiary.
A fund managed by CD&R has agreed to pay $200 million for
the motor carrier company. The transaction is subject to
customary closing conditions and is expected to be consummated
before May 31, 1998.
"Our association with North American and its top-flight
transportation people has seen both companies grow safer and more
customer-oriented," said Norfolk Southern Chairman, President and
Chief Executive Officer David R. Goode. "This sale will allow
Norfolk Southern to concentrate on our efforts to improve rail
service and competition in the eastern United States."
R. Alan Brogan, NS' executive vice president Transportation
Logistics and president of NAVL, said the sale is "an excellent
opportunity for North American, its people, its agents,
owner-operators and customers. CD&R has the experience and the
ability to help the company continue its record of growth and
customer responsiveness."
Joseph L. Rice III, chairman and chief executive officer of
CD&R, said, "We look forward to partnering with North American's
strong management team to maintain its industry leadership and
pursue opportunities for continued profitable growth in the U.S.
and abroad."
NAVL is headquartered in Ft. Wayne, IN. Through its
Relocation Services and High Value Products divisions, the
carrier operates household moving and specialized freight
handling services in the United States, Canada and Europe, and
offers transportation logistics and relocation services
worldwide. The company was founded in 1933. NS acquired NAVL
from PepsiCo in 1985.
CD&R, with headquarters in New York, is a private investment
firm that manages a pool of equity capital on behalf of public
and private pension funds, college endowments, private
foundations, banks and insurance companies. Since its founding
in 1978, the firm has led investments in 26 businesses, with
aggregate annual sales of more than $17 billion.
Norfolk Southern is a Virginia-based holding company with
headquarters in Norfolk. It owns a major freight railroad,
Norfolk Southern Railway Company, which operates approximately
14,300 miles of road in 20 states, primarily in the Southeast and
Midwest, and the Province of Ontario. The Corporation also owns
Pocahontas Land Corporation, a natural resources company.
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Media Contact: Robert C. Fort, Norfolk, (757) 629-2710
NS World Wide Web Site -- www.nscorp.com
NAVL World Wide Web Site -- www.northamerican-vanlines.com
