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):
August 24, 1998 (August 22, 1998)
NORFOLK SOUTHERN CORPORATION
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(Exact name of Registrant as specified in its charter)
Virginia 1-8339 52-1188014
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(State of Incorporation) (Commission File No.) (IRS Employer
Identification No.)
Three Commercial Place
Norfolk, Virginia 23510-2191
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(Address of principal executive offices)
(757) 629-2600
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(Registrant's telephone number)
No Change
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(Former name or former address, if changed since last report)
Item 5. Other Events.
On August 22, 1998, the unanimous decision of the Surface
Transportation Board (STB) announced on July 23, 1998, became effective.
Pursuant thereto, registrant and CSX Corporation are authorized and
directed to assume and exercise control over Conrail Inc. (Conrail) and its
subsidiaries, including its rail subsidiary, Consolidated Rail Corporation.
As more particularly outlined in the press release annexed
hereto as Exhibit 99, the voting trust which until now held the Conrail
stock purchased by registrant and CSX Corporation has been terminated; the
persons serving as directors of Conrail on August 22, 1998, have resigned,
and new directors have been elected.
Until the Closing Date -- the date on which the railroads of
registrant and CSX Corporation actually will begin operating the respective
portions of the routes and assets of Consolidated Rail Corporation approved
by the STB -- the operations of Consolidated Rail Corporation are expected
to remain largely unchanged. The Closing is contingent upon, among other
things, negotiation of satisfactory labor implementing agreements and
integration of information technology systems. Closing is expected to occur
late in 1998 or in the first quarter of 1999.
Item 7(c). Exhibits.
No. 99 Copy of press release issued by registrant (jointly
with CSX Corporation) on Saturday, August 22, 1998.
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
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(signature)
Dezora M. Martin
Corporate Secretary
Date: August 24, 1998
EXHIBIT INDEX
Exhibit Page Number in
Number SEC Sequential
System Description Numbering
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99 Copy of press release issued by
registrant (jointly with CSX
Corporation) on Saturday,
August 22, 1998.
EXHIBIT 99
FOR IMMEDIATE RELEASE
August 22, 1998
NORFOLK SOUTHERN AND CSX EXERCISE CONTROL OF CONRAIL
NORFOLK and RICHMOND, VA - Norfolk Southern Corporation (NYSE: NSC) and CSX
Corporation (NYSE: CSX) today terminated the voting trust that had held
their shares of Conrail during the regulatory review and approval process.
The event has no immediate effect on railroad operations of Conrail, NS or
CSX, although it allows planning for the railroad integration process to
move ahead.
In addition, the following executives of NS and CSX were elected new
directors of Conrail, replacing the current directors who resigned
effective today: John W. Snow, chairman, president and chief executive
officer of CSX; David R. Goode, chairman, president and chief executive
officer of NS; Alvin R. "Pete" Carpenter, president and chief executive
officer of CSX Transportation Inc.; Mark G. Aron, executive vice
president-law and public affairs, CSX; Paul R. Goodwin, executive vice
president-finance and chief financial officer, CSX; James C. Bishop Jr.,
executive vice president-law, NS; Stephen C. Tobias, vice chairman and
chief operating officer, NS; and Henry C. Wolf, vice chairman and chief
financial officer, NS.
"This latest milestone of the transaction - 'Control Date' - brings
us closer to creating a revitalized and competitive eastern rail system. We
are looking forward to demonstrating the substantial benefits of safe,
reliable, single-line service, but we are being very mindful of
implementing this combination in the right way at the right time," said
John W. Snow.
"CSX and Norfolk Southern continue to work hard to make sure that
integration and operation of the Conrail system into our respective rail
networks occur as safely and seamlessly as possible," said David R. Goode.
"At both companies, hundreds of people have been dedicated to all aspects
of the transaction to ensure that we have the resources and ability to
operate our portions of Conrail efficiently and effectively. We will go the
extra mile to ensure the transaction has positive impacts on customer
service," he added.
The Surface Transportation Board's July 23 order permits Norfolk
Southern to operate about 7,200 miles of Conrail routes, creating a
21,600-mile rail system serving 22 states in the East, as well as the
District of Columbia and the Province of Ontario, Canada. CSX will be
permitted to operate approximately 4,000 miles of Conrail routes, resulting
in a 22,300-mile rail system serving 23 states east of the Mississippi, the
District of Columbia and Montreal and Ontario, Canada. The transaction will
bring competitive freight rail service to the Northeast for the first time
in more than 20 years.
CSX Corporation, based in Richmond, Va., is an international
transportation company providing rail, intermodal, container-shipping and
contract logistics services worldwide.
Norfolk Southern Corporation, with headquarters in Norfolk, Va., owns
a rail carrier that provides transportation services connecting shippers
and receivers of raw materials, intermediate products and finished goods to
the marketplaces of the world.
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