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):
March 30, 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 March 30, 1998, Norfolk Southern Corporation (NS) announced
the closing effective March 28, 1998, of its sale of North
American Van Lines, Inc. (NAVL) to an affiliate of Clayton,
Dubilier & Rice Inc. (CD&R). Under the terms of the Stock
Purchase Agreement, NS sold 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.
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: March 30, 1998
NORFOLK SOUTHERN CORPORATION
(Registrant)
By: /s/ Dezora M. Martin
Dezora M. Martin
Corporate Secretary
FOR IMMEDIATE RELEASE
March 30, 1998
NORFOLK SOUTHERN CONCLUDES NORTH AMERICAN SALE
NORFOLK, VA Norfolk Southern Corporation (NYSE: NSC) today
announced the consummation of its previously announced
transaction to sell its North American Van Lines (NAVL)
subsidiary to an affiliate of the investment firm of Clayton,
Dubilier & Rice Inc. (CD&R) for $200 million.
Norfolk Southern Chairman, President and CEO David R. Goode
said, "With the completion of this transaction, both NAVL and
Norfolk Southern move into new eras. Norfolk Southern will focus
all its energies on continued improvements to safe and efficient
rail service in the eastern United States, helping to make our
merchandise, intermodal and coal customers competitive both at
home and in the global marketplace."
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
14,400 miles of railroad 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.
NAVL was founded in 1933. Norfolk Southern acquired NAVL
from PepsiCo in 1985.
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Media Contact: Robert Fort, Norfolk, (757) 629-2710
World Wide Web Site http://www.nscorp.com
