SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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SEPTEMBER 26, 2000 (SEPTEMBER 26, 2000)
Date of Report (Date of Earliest Event Reported)
NORFOLK SOUTHERN CORPORATION
(Exact Name of Registrant as Specified in Charter)
VIRGINIA 1-8339 52-1188014
(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation or Organization) Identification No.)
THREE COMMERCIAL PLACE
NORFOLK, VIRGINIA 23510-2191
(Address of Principal Executive Office) (Zip Code)
(757) 629-2600
(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
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On September 26, 2000, the Board (the "Board") of Directors of
Norfolk Southern Corporation (the "Company") approved the adoption of a
stockholder rights plan. The rights plan is intended to deter coercive or
partial offers which will not provide fair value to all stockholders and
enhance the Board's ability to represent all stockholders and thereby
maximize stockholder value.
Pursuant to the Rights Agreement (the "Rights Agreement"),
dated as of September 26, 2000, between the Company and The Bank of New
York, as Rights Agent, one Right will be issued for each share of common
stock, par value $1.00 per share, of the Company outstanding at the close
of business on October 16, 2000. Each of the new Rights will entitle the
registered holder to purchase from the Company one one-thousandth of a
share of Series A Junior Participating Preferred Stock, without par value,
of the Company at a price of $85.00 per one one-thousandth of a share. The
Rights generally will not become exercisable unless and until, among other
things, any person acquires 15% or more of the outstanding stock of the
Company. The new Rights are redeemable under certain circumstances at $.001
per Right and will expire, unless earlier redeemed or extended, on
September 26, 2010. A press release issued by the Company in connection
with the approval of the Rights Agreement is being filed as an exhibit
hereto and is incorporated herein by reference.
The description and terms of the new Rights are set forth in
the Rights Agreement, a copy of which is filed as an exhibit hereto and is
incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits.
Exhibit No. Exhibit
4 Rights Agreement, dated as of September 26, 2000, between
Norfolk Southern Corporation and The Bank of New York,
including the form of Articles of Amendment as Exhibit A, the
form of Rights Certificate as Exhibit B and the Summary of
Rights to Purchase Preferred Stock as Exhibit C.
99.01 Press Release, dated September 26, 2000, issued by the Company.
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
By: /s/ Dezora M. Martin
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Name: Dezora M. Martin
Title: Corporate Secretary
Date: September 26, 2000
INDEX TO EXHIBITS
Exhibit No. Exhibit
4 Rights Agreement, dated as of September 26, 2000, between
Norfolk Southern Corporation and The Bank of New York,
including the form of Articles of Amendment as Exhibit A,
the form of Rights Certificate as Exhibit B and the
Summary of Rights to Purchase Preferred Stock as Exhibit
C.
99.01 Press Release, dated September 26, 2000, issued by the
Company.
