SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
NORFOLK SOUTHERN CORPORATION
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(Exact name of registrant as specified in its charter)
VIRGINIA 52-1188014
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(State of Incorporation or Organization) (IRS Employer Identification No.)
Three Commercial Place
Norfolk, Virginia 23510-2191
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(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act and is 12(g) of the Exchange Act and is
effective pursuant to General effective pursuant to General
Instruction A.(c), please check the Instruction A.(d), please check the
following box. |X| following box. |_|
Securities Act registration statement file number to which this form relates:
N/A
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(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which each class is
to be so registered to be registered
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Preferred Stock Purchase New York Stock Exchange
Rights (Pursuant to
Rights Agreement, dated
as of September 26, 2000)
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
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On September 26, 2000, the Board of Directors (the "Board") of
Norfolk Southern Corporation (the "Company") declared a dividend
distribution of one Right for each outstanding share of Common Stock, par
value $1.00 per share, of the Company ("Common Stock"). The distribution is
payable to the stockholders of record at the close of business on October
16, 2000. Each Right entitles the registered holder to purchase from the
Company one one-thousandth of a share of a series of the Company's
preferred stock designated as Series A Junior Participating Preferred Stock
("Preferred Stock") at a price of $85.00 per one one-thousandth of a share
(the "Purchase Price"), subject to adjustment. The description and terms of
the Rights are set forth in a Rights Agreement (the "Rights Agreement"),
dated as of September 26, 2000, between the Company and The Bank of New
York, as Rights Agent (the "Rights Agent").
Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no separate Rights
Certificates will be distributed. Subject to certain exceptions specified
in the Rights Agreement, the Rights will separate from the Common Stock and
a Distribution Date will occur upon the earlier of (i) 10 business days
following a public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired beneficial
ownership of 15% or more of the outstanding shares of Common Stock (the
"Stock Acquisition Date"), other than as a result of repurchases of stock
by the Company or through inadvertence by certain institutional
stockholders or (ii) 10 business days (or such later date as the Board
shall determine) following the commencement of a tender offer or exchange
offer that would result in a person or group becoming an Acquiring Person.
Until the Distribution Date, (i) the Rights will be evidenced by the Common
Stock certificates and will be transferred with and only with such Common
Stock certificates, (ii) new Common Stock certificates issued after the
Record Date will contain a notation incorporating the Rights Agreement by
reference and (iii) the surrender for transfer of any certificates for
Common Stock outstanding will also constitute the transfer of the Rights
associated with the Common Stock represented by such certificate. Pursuant
to the Rights Agreement, the Company reserves the right to require prior to
the occurrence of a Triggering Event (as defined below) that, upon any
exercise of Rights, a number of Rights be exercised so that only whole
shares of Preferred Stock will be issued.
The Rights are not exercisable until the Distribution Date and
will expire at 5:00 P.M. (New York City time) on September 26, 2010 (the
"Expiration Date"), unless such date is extended or the Rights are earlier
redeemed or exchanged by the Company as described below.
As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of the Common Stock as of
the close of business on the Distribution Date and, thereafter, the
separate Rights Certificates alone will represent the Rights. Except as
otherwise determined by the Board, only shares of Common Stock issued prior
to the Distribution Date will be issued with Rights.
In the event that a Person becomes an Acquiring Person, each
holder of a Right will thereafter have the right to receive, upon exercise,
Common Stock (or, in certain circumstances, cash, property or other
securities of the Company) having a value equal to two times the exercise
price of the Right. Notwithstanding any of the foregoing, following the
occurrence of the event set forth in this paragraph, all Rights that are,
or (under certain circumstances specified in the Rights Agreement) were,
beneficially owned by any Acquiring Person will be null and void. However,
Rights are not exercisable following the occurrence of any of the events
set forth above until such time as the Rights are no longer redeemable by
the Company as set forth below.
For example, at an exercise price of $100 per Right, each Right
not owned by an Acquiring Person (or by certain related parties) following
any one of the events set forth in the preceding paragraph would entitle
its holder to purchase $200 worth of Common Stock (or other consideration,
as noted above) for $100. Assuming that the Common Stock had a per share
value of $20 at such time, the holder of each valid Right would be entitled
to purchase 10 shares of Common Stock for $100.
In the event that, on or at any time after a Stock Acquisition
Date, the Company (i) engages in a merger or other business combination
transaction (in which the Company is not the surviving corporation), (ii)
the Company engages in a merger or other business combination transaction
in which the Company is the surviving corporation and any shares of the
Company's Common Stock are changed into or exchanged for other securities
or assets, or (iii) 50% or more of the assets, cash flow or earning power
of the Company and its subsidiaries (taken as a whole) are sold or
transferred, each holder of a Right (except as noted below) shall
thereafter have the right to receive, upon the exercise thereof at the then
current exercise price of the Right, that number of shares of common stock
of the acquiring Company which at the time of such transaction would have a
market value (determined as provided in the Rights Agreement) of two times
the exercise price of the Right. The events set forth in this paragraph and
in the second preceding paragraph are referred to as the "Triggering
Events."
Up to and including the tenth business day after a Stock
Acquisition Date, the Company may redeem the rights in whole, but not in
part, at a price of $.001 per Right (payable in cash, Common Stock or other
consideration deemed appropriate by the Board). Promptly upon the action of
the Board electing to redeem the Rights, the Rights will terminate and the
only right of the holders of Rights will be to receive the $.001 Redemption
Price.
At any time after a person becomes an Acquiring Person and
prior to the acquisition by such person or group of fifty percent (50%) or
more of the outstanding Common Stock, the Board may exchange the Rights
(other than Rights owned by such person or group which have become null and
void), in whole or in part, for Common Stock at an exchange ratio of one
share of Common Stock, or one one-thousandth of a share of Preferred Stock
(or of a share of a class or series of the Company's preferred stock having
equivalent rights, preferences and privileges), per Right (subject to
adjustment).
Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without
limitation, the right to vote or to receive dividends. While the
distribution of the Rights will not be taxable to stockholders or to the
Company, stockholders may, depending upon the circumstances, recognize
taxable income in the event that the Rights become exercisable for Common
Stock (or other consideration) of the Company or for common stock of the
acquiring company or in the event of the redemption of the Rights as set
forth above.
Any of the provisions of the Rights Agreement may be amended by
the Board of the Company prior to the Distribution Date. After the
Distribution Date, the provisions of the Rights Agreement may be amended by
the Board in order to cure any ambiguity, to make changes which do not
adversely affect the interests of holders of Rights, or to shorten or
lengthen any time period under the Rights Agreement. The foregoing
notwithstanding, no amendment may be made at such time as the Rights are
not redeemable.
As of September 15, 2000, there were 383,498,615 (excluding
21,627,902 shares held by the Company's consolidated subsidiaries) shares
of Common Stock issued and outstanding. As of September 15, 2000, options
to purchase 24,653,650 shares of Common Stock were outstanding. Each share
of Common Stock outstanding at the close of business on October 16, 2000,
will receive one Right. So long as the Rights are attached to the Common
Stock, one additional Right (as such number may be adjusted pursuant to the
provisions of the Rights Agreement) shall be deemed to be delivered for
each share of Common Stock issued or transferred by the Company in the
future. In addition, following the Distribution Date and prior to the
expiration or redemption of the Rights, the Company may issue Rights when
it issues Common Stock only if the Board deems it to be necessary or
appropriate, or in connection with the issuance of shares of Common Stock
pursuant to the exercise of stock options or under employee plans or upon
the exercise, conversion or exchange of certain securities of the Company.
600,000 shares of Preferred Stock are initially reserved for issuance upon
exercise of the Rights.
The Rights may have certain anti-takeover effects. The Rights
will cause substantial dilution to a person or group that attempts to
acquire the Company in a manner which causes the Rights to become discount
Rights unless the offer is conditional on a substantial number of Rights
being acquired. The Rights, however, should not affect any prospective
offeror willing to make an offer at a price that is fair and not inadequate
and otherwise in the best interest of the Company and its stockholders. The
Rights should not interfere with any merger or other business combination
approved by the Board since the Board may, at its option, at any time until
ten business days following the Stock Acquisition Date redeem all but not
less than all the then outstanding Rights at the Redemption Price.
The Rights Agreement, dated as of September 26, 2000, between
the Company and The Bank of New York, as Rights Agent, specifying the terms
of the Rights is attached hereto as an exhibit and is incorporated herein
by reference. The foregoing description of the Rights is qualified in its
entirety by reference to such exhibit.
ITEM 2. EXHIBITS.
1 Rights Agreement, dated as of September 26, 2000, between
Norfolk Southern Corporation and The Bank of New York, as
Rights Agent, 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.
Pursuant to the Rights Agreement, printed Rights Certificates
will not be mailed until after the Distribution Date (as such
term is defined in the Rights Agreement).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
Dated: September 26, 2000 NORFOLK SOUTHERN CORPORATION
By: /s/ Dezora M. Martin
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Name: Dezora M. Martin
Title: Corporate Secretary
EXHIBIT INDEX
Exhibit Description
1 Rights Agreement, dated as of September 26, 2000, between
Norfolk Southern Corporation and The Bank of New York, as
Rights Agent, 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.
Pursuant to the Rights Agreement, printed Rights Certificates
will not be mailed until after the Distribution Date (as such
term is defined in the Rights Agreement).
