As filed with the Securities and Exchange Commission on
November 24, 1998 Registration No. 33-52031
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
__________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT NO. 33-52031
UNDER
THE SECURITIES ACT OF 1933
__________
NORFOLK SOUTHERN CORPORATION
(Exact name of issuer as specified in its charter)
Virginia
(State or other jurisdiction of
incorporation or organization)
52-1188014
(I.R.S. Employer
Identification No.)
Three Commercial Place
Norfolk, Virginia
(Address of Principal Executive Offices)
23510-2191
(Zip Code)
NORFOLK SOUTHERN CORPORATION
DIRECTORS' RESTRICTED STOCK PLAN
(Full title of the plan)
JAMES C. BISHOP, JR., Esquire
Executive Vice President - Law
Norfolk Southern Corporation
Three Commercial Place
Norfolk, Virginia 23510-2191
(Name and address of agent for service)
Telephone number, including area code, of agent for service:
(757) 629-2750
__________
</PAGE>
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to Registration
Statement No. 33-52031 is being filed because the Board of
Directors of Norfolk Southern Corporation ("Registrant") declared
on July 22, 1997, a three-for-one split of its Common Stock, par
value of $1.00 per share (the "Common Stock"), effective
September 5, 1997. This Post-Effective Amendment No. 1 relates
to 36,000 additional shares of Common Stock issuable pursuant
to the provisions of the Registrant's Directors' Restricted Stock
Plan ("Plan") as a result of such stock split. Pursuant to
general instruction E to Form S-8, the Registrant incorporates by
reference herein the contents of its Registration Statement on
Form S-8 (No. 33-52031).
Item 5. Interests of Named Experts and Counsel.
An opinion has been rendered to the Corporation by Joseph C.
Dimino, Esquire, General Solicitor of the Corporation, stating
that any shares of Common Stock when issued and delivered for the
purposes described in the Plan will be duly authorized, legally
issued and fully paid and nonassessable. As of November 20,
1998, Mr. Dimino was the beneficial owner, either directly or
indirectly, of approximately 4,894 shares of Common Stock. Also,
as of November 20, 1998, Mr. Dimino held unexercised Options
awarded under the Corporation's Long-Term Incentive Plan to
purchase 31,000 shares of Common Stock.
Item 8. Exhibits.
Exhibit Number Description
5 Opinion of Joseph C. Dimino,
Esquire, regarding the legality of the
securities being registered
23 Consent of Independent Auditors; Counsel
(a) Consent of KPMG Peat Marwick LLP
(b) Consent of PricewaterhouseCoopers LLP
(c) The Consent of Joseph C. Dimino,
Esquire, is contained in his opinion
filed as Exhibit 5 to the Registration
Statement
24 Powers of Attorney
</PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the
Securities Act of 1933, Norfolk Southern Corporation certifies
that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Norfolk,
and Commonwealth of Virginia, on this 23rd day of November, 1998.
NORFOLK SOUTHERN CORPORATION
By:/s/ David R. Goode
David R. Goode
(Chairman, President and Chief
Executive Officer)
</PAGE>
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below on this 23rd
day of November, 1998, by the following persons in the capacities
indicated.
Signature Title
/s/ David R. Goode Chairman, President and Chief
(David R. Goode) Executive Officer and Director
(Principal Executive
Officer)
/s/ Henry C. Wolf Vice Chairman and Chief
(Henry C. Wolf) Financial Officer (Principal
Financial Officer)
/s/ John P. Rathbone Vice President and Controller
(John P. Rathbone) (Principal Accounting Officer)
*
(Gerald L. Baliles) Director
*
(Carroll A. Campbell) Director
*
(Gene R. Carter) Director
*
(L. E. Coleman) Director
*
(T. Marshall Hahn, Jr.) Director
*
(Landon Hilliard) Director
*
(Arnold B. McKinnon) Director
*
(Jane Margaret O'Brien) Director
*
(Harold W. Pote) Director
*By:/s/ James C. Bishop, Jr.
(James C. Bishop, Jr., Attorney-in-Fact)
</PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description
5 Opinion of Joseph C. Dimino, Esquire, regarding
the legality of the securities being registered
23 Consent of Independent Auditors; Counsel
(a) Consent of KPMG Peat Marwick LLP
(b) Consent of PricewaterhouseCoopers LLP
(c) The Consent of Joseph C. Dimino, Esquire, is
contained in his opinion filed as Exhibit 5
to the Registration Statement
24 Powers of Attorney
Exhibit 5
November 23, 1998
OPINION OF COUNSEL
The Board of Directors
Norfolk Southern Corporation:
As General Solicitor of Norfolk Southern Corporation
("Corporation"), I have acted as counsel for the Corporation in
connection with the proposed reservation for issuance by the
Corporation of up to 36,000 shares ("Shares") of Norfolk
Southern Corporation Common Stock ("Common Stock") pursuant to
the terms of the Norfolk Southern Corporation Directors'
Restricted Stock Plan, as amended ("Plan"), as a result of the
declaration by the Corporation of a three-for-one split of the
Common Stock.
This opinion is delivered in accordance with the
requirements of Item 601(b)(5) of the regulation S-K under the
Securities Act of 1933, as amended ("Securities Act"). In
furnishing this opinion, I or attorneys under my supervision have
examined such documents, legal opinions and precedents, corporate
and other records of the Corporation, and certificates of public
officials and officers of the Corporation as I have deemed
necessary or appropriate in the circumstances to provide a basis
for the opinion set forth below. In this examination, I or they
have assumed the genuineness of all signatures, the authenticity
of all documents submitted as original documents and conformity
to original documents of all documents submitted as certified or
photostatic copies.
On the basis of the foregoing and such other investigation
as I have deemed necessary, I am of the opinion that any Shares
of Common Stock, when issued and delivered for the purposes
described in and in accordance with the terms of the Plan, will
be duly authorized, legally issued and fully paid and
nonassessable.
I consent to the filing of this opinion as an Exhibit to the
Post-Effective Amendment No. 1 to Registration Statement No.
33-52031 filed by the Corporation in connection with the
registration under the Securities Act of 1933, as amended, of
Common Stock to be issued pursuant to the Plan.
/s/ Joseph C. Dimino
Joseph C. Dimino, Esq.
Exhibit 23(a)
The Board of Directors
Norfolk Southern Corporation:
We consent to incorporation by reference in the registration
statement (No. 33-52031) on Form S-8 of Norfolk Southern
Corporation and subsidiaries of our report dated January 27,
1998, relating to the consolidated balance sheets of Norfolk
Southern Corporation and subsidiaries and as of December 31,
1997, and 1996, and the related consolidated statements of
income, changes in stockholders' equity, and cash flows for each
of the years in the three-year period ended December 31, 1997,
and the related consolidated financial statement schedule, which
report appears in the December 31, 1997, annual report on Form
10-K of Norfolk Southern Corporation and subsidiaries.
KMPG Peat Marwick LLP
Norfolk, Virginia
November 20, 1998
</PAGE>
Exhibit 23(b)
CONSENT OF PRICEWATERHOUSECOOPERS LLP,
INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8 (No. 33-52031) of Norfolk
Southern Corporation of our report dated January 19, 1998
relating to the consolidated financial statements of Conrail Inc.
for the year ended December 31, 1997, which appears in the Annual
Report on Form 10-K of Norfolk Southern Corporation for the year
ended December 31, 1997.
/s/ PRICEWATERHOUSECOOPERS LLP
Philadelphia, PA
November 23, 1998
Exhibit 24
POWER OF ATTORNEY
We, the undersigned officers and directors of Norfolk
Southern Corporation hereby severally constitute James C. Bishop,
Jr., and Henry C. Wolf, each of them singly, our true and lawful
attorneys with full power to them, and each of them singly, to
sign for us and in our names in the capacities indicated below,
any and all Registration Statements on Form S-8 for the Thrift
and Investment Plan of Norfolk Southern Corporation and
Participating Subsidiary Companies (Registration Number
33-44188), the Thoroughbred Retirement Investment Plan of Norfolk
Southern Corporation and Participating Subsidiary Companies
(Registration Number 33-57417), the Norfolk Southern Corporation
Directors' Restricted Stock Plan (Registration Number 33-52031),
the Norfolk Southern Corporation Long-Term Incentive Plan
(Registration Number 33-61317), the North American Van Lines,
Inc. Employee Savings Plan and Trust (Registration Number 33-556)
collectively "the Registration Statements," and any and all
amendments thereto, and generally to do all such things in our
names and behalf in our capacities as officers and directors to
enable Norfolk Southern Corporation to comply with the provisions
of the Securities Act of 1933, as amended, and all requirements
of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said
attorneys, or any of them, to any and all amendments to said
Registration Statement.
Pursuant to the requirements of the Securities Act of 1933, this
Power of Attorney has been signed below on this 22nd day of July,
1997, by the following persons in the capacities indicated.
Signature Title
/s/ David R. Goode Chairman, President and Chief
(David R. Goode) Executive Officer and Director
(Principal Executive
Officer)
/s/ Henry C. Wolf Vice Chairman and Chief
(Henry C. Wolf) Financial Office (Principal
Financial Officer)
/s/ John P. Rathbone Vice President and Controller
(John P. Rathbone) (Principal Accounting Officer)
/s/ Gerald L. Baliles
(Gerald L. Baliles) Director
/s/ Carroll A. Campbell, Jr.
(Carroll A. Campbell, Jr.) Director
/s/ Gene R. Carter
(Gene R. Carter) Director
/s/ L. E. Coleman
(L. E. Coleman) Director
/s/ T. Marshall Hahn, Jr.
(T. Marshall Hahn, Jr.) Director
/s/ Landon Hilliard
(Landon Hilliard) Director
/s/ E. B. Leisenring, Jr.
(E. B. Leisenring, Jr.) Director
/s/ Arnold B. McKinnon
(Arnold B. McKinnon) Director
/s/ Jane Margaret O'Brien
(Jane Margaret O'Brien) Director
/s/ Harold W. Pote
(Harold W. Pote) Director
