<PAGE>
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED NOVEMBER 25, 1998)
$600,000,000
[NORFOLK SOUTHERN CORPORATION LOGO]
NORFOLK SOUTHERN CORPORATION
$300,000,000 8 3/8% SENIOR NOTES DUE 2005
$300,000,000 8 5/8% SENIOR NOTES DUE 2010
-----------------------
The notes due 2005 will bear interest at 8 3/8% per year and will mature on
May 15, 2005 and the notes due 2010 will bear interest at 8 5/8% per year and
will mature on May 15, 2010. We will pay interest on both notes (collectively,
the "Offered Securities") on November 15 and May 15 of each year, beginning
November 15, 2000. We may redeem the notes due 2010 prior to maturity, in whole
or in part, as described in this prospectus supplement. We may not redeem the
notes due 2005.
-----------------------
<TABLE>
<CAPTION>
PUBLIC OFFERING UNDERWRITING PROCEEDS BEFORE
PRICE (1) DISCOUNT EXPENSES
--------------- ------------ ---------------
<S> <C> <C> <C>
Per Note due 2005........................................... 99.704% 0.600% 99.104%
Total..................................................... $299,112,000 $1,800,000 $297,312,000
Per Note due 2010........................................... 99.582% 0.650% 98.932%
Total..................................................... $298,746,000 $1,950,000 $296,796,000
</TABLE>
- ------------------
(1) Plus accrued interest from May 23, 2000, if settlement occurs after
that date.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus supplement or the accompanying prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
The Offered Securities will be ready for delivery in book-entry form only
through The Depository Trust Company on or about May 23, 2000.
-----------------------
Joint Bookrunners
MERRILL LYNCH & CO. MORGAN STANLEY DEAN WITTER
-----------------------
Co-Managers
J.P. MORGAN & CO.
BNY CAPITAL MARKETS, INC.
BANC OF AMERICA SECURITIES LLC
BANC ONE CAPITAL MARKETS, INC.
CHASE SECURITIES INC.
DEUTSCHE BANC ALEX. BROWN
FIRST UNION SECURITIES, INC.
FLEETBOSTON ROBERTSON STEPHENS
MELLON FINANCIAL MARKETS LLC
SALOMON SMITH BARNEY
SUNTRUST EQUITABLE SECURITIES
-----------------------
The date of this prospectus supplement is May 17, 2000.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PROSPECTUS SUPPLEMENT
- ------------------------------------------------------
<S> <C>
PAGE
----
Norfolk Southern Corporation................... S-3
Use of Proceeds................................ S-3
Capitalization................................. S-4
Ratio of Earnings to Fixed Charges and
Selected Financial Ratios.................... S-4
Description of the Offered Securities.......... S-5
Underwriting................................... S-12
Legal Matters.................................. S-13
<CAPTION>
PROSPECTUS
- ------------------------------------------------------
<S> <C>
PAGE
----
Where You Can Find More Information............ 2
Incorporation by Reference..................... 2
About this Prospectus.......................... 3
Certain Forward-Looking Statements............. 3
Norfolk Southern Corporation................... 4
Use of Proceeds................................ 4
Ratio of Earnings to Fixed Charges............. 5
The Securities We May Offer.................... 5
Description of Capital Stock................... 5
Description of the Depositary Shares........... 7
Description of Debt Securities................. 9
Plan of Distribution........................... 13
Legal Opinions................................. 13
Experts........................................ 14
</TABLE>
------------------
You should read this prospectus supplement along with the prospectus
that follows. Both documents contain information you should consider when making
your investment decision. You should rely on the information contained or
incorporated by reference in this prospectus supplement and the prospectus. We
have not, and the underwriters have not, authorized any other person to provide
you with different information. If anyone does provide you with different or
inconsistent information, you should not rely on it. We are not, and the
underwriters are not, making an offer to sell these securities in any
jurisdiction where the offer or sale is not permitted. You should assume that
the information appearing in this prospectus supplement and the prospectus is
accurate only as of the date on the bottom of the front cover of this prospectus
supplement. Our business, financial condition, results of operations and
prospects may have changed since that date.
S-2
<PAGE>
NORFOLK SOUTHERN CORPORATION
Norfolk Southern Corporation ("Norfolk Southern" or the "Company") is a
Virginia-based holding company that in 1982, acquired control of Southern
Railway Company ("Southern") and Norfolk and Western Railway Company ("NW").
Effective December 31, 1990, Southern changed its name to Norfolk Southern
Railway Company ("NSR"), and Norfolk Southern transferred all common stock of NW
to NSR (making NW a wholly owned subsidiary of NSR). Effective September 1,
1998, NW was merged with and into NSR. NSR, with its consolidated subsidiaries,
primarily engages in the transportation of freight by rail in a single
interterritorial system that currently extends over more than 21,800 miles of
road in 22 states primarily in the Southeast and Midwest, and in the Province of
Ontario, Canada.
As more particularly detailed in the various filings we have incorporated by
reference herein, Norfolk Southern and CSX Corporation ("CSX") secured the
approval of the Surface Transportation Board, successor to the Interstate
Commerce Commission, to own and control Conrail Inc. ("Conrail"), the principal
subsidiary of which is Consolidated Rail Corporation ("CRC"), a common carrier
that offers rail transportation services in the Northeast. Through a jointly
owned entity, Norfolk Southern and CSX own the stock of Conrail. On June 1,
1999, Norfolk Southern and CSX, through their respective railroad subsidiaries,
began operating separate portions of Conrail's rail routes and assets.
Substantially all such assets are owned by two wholly owned subsidiaries of CRC;
one of those subsidiaries, Pennsylvania Lines LLC ("PRR"), has entered into
various operating and leasing arrangements with NSR. Certain rail assets still
are owned by CRC, which operates them for joint and exclusive use by NSR and the
rail subsidiary of CSX.
Our executive offices are located at Three Commercial Place, Norfolk, Virginia
23510- 2191, telephone number: (757) 629-2600. Unless the context indicates
otherwise, references to Norfolk Southern or the Company are references to
Norfolk Southern Corporation and its consolidated subsidiaries.
USE OF PROCEEDS
We expect to use substantially all of the net proceeds from the sale of the
Offered Securities to reduce commercial paper borrowings, and we will use the
remainder for general corporate purposes, including the redemption and
refinancing of outstanding indebtedness, acquisitions, increasing our working
capital and other business opportunities. The commercial paper bears interest at
rates ranging from 6.4% to 6.6% with maturities extending 60 days from the date
hereof.
S-3
<PAGE>
CAPITALIZATION
The following table sets forth our debt and total capitalization at March 31,
2000, and pro forma after giving effect to the issuance of the Offered
Securities offered by this prospectus supplement and the application of the net
proceeds therefrom as described under "Use of Proceeds." You should read this
along with the "Use of Proceeds" section above and the historical financial
statements and accompanying notes that we included in our 1999 Annual Report on
Form 10-K for the year ended December 31, 1999 and our Quarterly Report on
Form 10-Q for the three months ended March 31, 2000, which are incorporated by
reference in this prospectus supplement. See "Where You Can Find More
Information" in the accompanying prospectus.
<TABLE>
<CAPTION>
HISTORICAL
MARCH 31, 2000 ADJUSTMENTS PRO FORMA
-------------- --------------- ---------
($ IN MILLIONS)
<S> <C> <C> <C>
CURRENT DEBT:
Current maturities of long-term debt(1)............................. $ 503 $ $ 503
Notes payable to Conrail............................................ 120 120
-------- -------
Total current debt............................................... 623 623
LONG-TERM DEBT:
Railway equipment obligations....................................... 463 463
Notes............................................................... 5,000 600 5,600
Commercial paper.................................................... 1,677 (600) 1,077
Capitalized leases.................................................. 345 345
Other............................................................... 35 35
Discounts and premiums, net......................................... (27) (27)
-------- ----- -------
Total long-term debt............................................. 7,493 -- 7,493
STOCKHOLDERS' EQUITY:
Common stock, $1.00 per share par value, 1,350,000,000 shares
authorized; 404,678,198 shares issued............................ 405 405
Additional paid-in capital.......................................... 377 377
Accumulated other comprehensive income.............................. (9) (9)
Retained income..................................................... 5,063 5,063
Treasury stock, at cost, 21,627,902 shares.......................... (20) (20)
-------- -------
Total stockholders' equity....................................... 5,816 5,816
-------- -------
Total capitalization............................................. $ 13,932 $ -- $13,932
======== ===== =======
TOTAL DEBT TO TOTAL CAPITALIZATION(1)................................. 58.3% 58.3%
======== =======
</TABLE>
- ------------------
(1) On May 1, 2000, Norfolk Southern and NSR sold certain railroad accounts
receivable and received $460 million of proceeds, which were used to repay
senior debt maturing on and interest due May 1, 2000. Excluding this $400
million of senior debt that was repaid, the Debt to Total Capitalization
would have been 57.0%.
RATIO OF EARNINGS TO FIXED CHARGES AND SELECTED FINANCIAL RATIOS
For purposes of computing each ratio of earnings to fixed charges, earnings
represent income before income taxes, plus interest expenses (including a
portion of rental expenses representing an interest factor) and subsidiaries'
preferred dividend requirements, less the equity in undistributed earnings of
20%-49% owned companies net of dividends. Fixed charges represent interest
expenses (including a portion of rental expense representing an interest factor)
plus capitalized interest and subsidiaries' preferred dividend requirements on a
pre-tax basis. Earnings before income taxes includes NS's share of Conrail's
earnings before income taxes, net of equity in earnings of Conrail already
included in NS's earnings. Interest on indebtedness includes NS's share of
Conrail's interest on indebtedness.
S-4
<PAGE>
The following table sets forth the ratio of earnings to fixed charges and
selected financial ratios for the periods indicated:
<TABLE>
<CAPTION>
THREE MONTHS
ENDED MARCH 31, YEAR ENDED DECEMBER 31,
---------------------------------- ----------------------------------------
2000(1) 1999 1999 1998 1997 1996 1995
--------------- --------------- ---- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges................ 0.72 2.05 1.53 2.39 2.99 6.84 6.63
EBIT/Interest(2).................................. 0.57 2.01 1.44 2.38 3.13 8.12 7.93
EBITDA/Interest(3)................................ 1.74 3.25 2.63 3.52 4.39 10.69 10.53
Total debt to total capitalization........... 58.3% 56.7% 58.0% 56.3% 57.9% 27.6% 25.9%
</TABLE>
- ------------------
(1) First-quarter 2000 pretax earnings included a $101 million workforce
reduction charge, which lowered net income by $62 million. The charge
included pension expense associated with an early retirement program and
protective benefits related to other actions taken to reduce the workforce.
Excluding the effects of this charge, the first quarter 2000 ratio of
earnings to fixed charges would have been 1.24; EBIT/Interest would have
been 1.15; and EBITDA/Interest would have been 2.32.
(2) For purposes of computing EBIT/interest, EBIT represents earnings before
income taxes (including the earnings of motor carrier operations which
operations were sold in March 1998 but excluding the gain on such sale) plus
interest expense on indebtedness less equity in undistributed earnings of
20%-49% owned companies, net of dividends. Interest in the denominator
includes interest on indebtedness, whether expensed or capitalized. Earnings
before income taxes includes NS's share of Conrail's earnings before income
taxes, net of equity in earnings of Conrail already included in NS's
earnings. Interest on indebtedness includes NS's share of Conrail's interest
on indebtedness.
(3) For purposes of computing EBITDA/interest, EBITDA represents earnings before
income taxes (including the earnings of motor carrier operations which
operations were sold in March 1998 but excluding the gain on such sale) plus
interest expense on indebtedness less equity in undistributed earnings of
20%-49% owned companies, net of dividends, plus depreciation and
amortization. Interest in the denominator includes interest on indebtedness,
whether expensed or capitalized. Earnings before income taxes includes NS's
share of Conrail's earnings before income taxes, plus interest expense on
indebtedness. Depreciation and amortization includes NS's share of Conrail's
depreciation and amortization and the additional depreciation and
amortization recorded as part of NS's equity in earnings of Conrail.
Interest on indebtedness includes NS's share of Conrail's interest on
indebtedness. The Company has presented EBITDA because it is commonly used
by investors to analyze and compare companies on the basis of operating
performance. The Company believes EBITDA is helpful in understanding cash
flow generated from operations that is available for debt service, taxes and
capital expenditures. EBITDA should not be considered in isolation or as a
substitute for net income or other consolidated statements of operations or
cash flow data prepared in accordance with generally accepted accounting
principles as a measure of the profitability or liquidity of the Company.
DESCRIPTION OF THE OFFERED SECURITIES
Information in this section should be read in conjunction with the statements
under "Description of Debt Securities" in the accompanying prospectus.
The Offered Securities will be senior debt issued under a supplement to an
indenture, dated as of January 15, 1991, as supplemented by the First
Supplemental Indenture, dated May 19, 1997, as supplemented by the Second
Supplemental Indenture, dated April 26, 1999 and as supplemented by the Third
Supplemental Indenture, dated May 23, 2000, and as amended or supplemented from
time to time (the "Senior Indenture") between Norfolk Southern and U.S. Bank
Trust National Association, formerly known as First Trust of New York National
Association, as successor trustee. The Offered Securities offered by this
prospectus supplement are two separate series of debt securities under the
Senior Indenture.
S-5
<PAGE>
GENERAL
The notes due 2005 will be limited to $300,000,000 principal amount and the
notes due 2010 will be limited to $300,000,000 principal amount unless we
"reopen" the respective issue of debt securities by issuing additional debt
securities of such series. The Offered Securities will bear interest at the
applicable annual rate stated on the cover page of this prospectus supplement.
Interest will be payable semi-annually on November 15 and May 15 of each year,
beginning November 15, 2000. Interest on the Offered Securities will accrue from
May 23, 2000, or from the most recent date to which interest has been paid or
provided for. Interest on the Offered Securities will be paid to holders of
record on the November 1 or May 1 immediately before the interest payment date.
If any interest payment date or a maturity date falls on a day that is not a
Business Day, the required payment shall be made on the next Business Day as if
it were made on the date such payment was due, and no interest shall accrue on
the amount so payable for the period from and after such interest payment date
or such maturity date, as the case may be. "Business Day" means any day, other
than a Saturday or Sunday, on which banking institutions in the City of New York
are open for business. Interest and principal will be payable in U.S. dollars at
the Trustee's New York corporate trust office, which is located at 100 Wall
Street, Suite 1600, New York, New York 10005. The notes due 2005 will mature on
May 15, 2005 and the notes due 2010 will mature on May 15, 2010. The Offered
Securities will be issued only in denominations of $100,000 and integral
multiples of $1,000. There will be no sinking fund payments for the Offered
Securities.
RANKING
The Offered Securities will be senior unsecured obligations of Norfolk Southern
and will rank equally with all of our other senior unsecured indebtedness. On a
pro forma basis as of March 31, 2000, after giving effect to the offering of the
Offered Securities, we would have $7,077 million of outstanding senior
indebtedness (none of which is secured indebtedness) not including the debt of
our subsidiaries. Because we are a holding company, the Offered Securities
effectively will rank junior to all liabilities of our subsidiaries. As of
March 31, 2000, total liabilities (other than intercompany liabilities) of our
railroad subsidiaries were approximately $5,991 million and debt of our
subsidiaries was approximately $944 million.
OPTIONAL REDEMPTION
The notes due 2010 may be redeemed in whole at any time or in part from time to
time, at our option, at a redemption price equal to the greater of (1) 100% of
their principal amount or (2) the sum of the present values of the remaining
scheduled payments of principal and interest on the notes to be redeemed
discounted to the date of redemption on a semi-annual basis (assuming a 360-day
year consisting of twelve 30-day months) at the applicable Treasury Yield plus
20 basis points for the notes, plus, accrued and unpaid interest on the
principal amount being redeemed to the redemption date. The notes due 2005 may
not be redeemed.
"Treasury Yield" means, with respect to any redemption date, (1) the yield,
under the heading which represents the average for the immediately preceding
week, appearing in the most recently published statistical release designated
"H.15(519)" or any successor publication which is published weekly by the Board
of Governors of the Federal Reserve System and which establishes yields on
actively traded United States Treasury securities adjusted to constant maturity
under the caption "Treasury Constant Maturities," for the maturity corresponding
to the Comparable Treasury Issue (if no maturity is within three months before
or after the Remaining Life, yields for the two published maturities most
closely corresponding to the Comparable Treasury Issue will be determined and
the Treasury Yield will be interpolated or extrapolated from such yields on a
straight line basis, rounding to the nearest month) or (2) if such release (or
any successor release) is not published during the week preceding the
calculation date or does not contain such yields, the rate per annum equal to
the semi-annual equivalent yield-to-maturity of the Comparable Treasury Issue,
calculated using a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price of
such redemption date. The Treasury Yield will be calculated on the third
Business Day preceding the redemption date.
"Comparable Treasury Issue" means the United States Treasury security selected
by the Independent Investment Banker as having a maturity most comparable to the
remaining term of the notes, that would be
S-6
<PAGE>
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of the notes.
"Independent Investment Banker" means Merrill Lynch, Pierce, Fenner & Smith
Incorporated or Morgan Stanley & Co. Incorporated or, if either such firm is
unwilling or unable to select the Comparable Treasury Issue, an independent
investment banking institution of national standing in the United States
appointed by the Trustee after consultation with us.
"Comparable Treasury Price" means, (1) the average of five Reference Treasury
Dealer Quotations for such redemption date, after excluding the highest and
lowest Reference Treasury Dealer Quotations, or (2) if the Independent
Investment Banker obtains fewer than five such Reference Treasury Dealer
Quotations, the average of all such quotations.
"Reference Treasury Dealer" means each of Merrill Lynch Government Securities,
Inc. and Morgan Stanley & Co. Incorporated and their respective successors:
provided, however, that if one of the foregoing ceases to be a primary U.S.
Government securities dealer in New York, New York (a "Primary Treasury Dealer")
or otherwise fails to provide a Reference Treasury Dealer Quotation, the
Corporation will substitute therefor another Primary Treasury Dealer.
COVENANTS
The Indenture will be supplemented to contain the covenants summarized below,
which will be applicable (unless waived or amended) so long as any of the notes
of such series offered hereby are outstanding.
Limitation on Liens on Stock or Indebtedness of Principal Subsidiaries. The
Company will not, and will not permit any of its Subsidiaries to, create,
assume, incur or suffer to exist any mortgage, pledge, lien, encumbrance, charge
or security interest of any kind, other than a Purchase Money Lien, upon any
stock or indebtedness, now owned or hereafter acquired, of any Principal
Subsidiary, to secure any Obligation (other than the notes) of the Company, any
Subsidiary or any other person, without in any such case making effective
provision whereby all of the outstanding notes are secured on an equal and
ratable basis with the obligations so secured. This restriction does not apply
to any mortgage, pledge, lien, encumbrance, charge or security interest on any
stock or indebtedness of a corporation existing at the time such corporation
becomes a Subsidiary. This provision does not restrict any other property of the
Company or its Subsidiaries. "Obligation" is defined as indebtedness for money
borrowed or indebtedness evidenced by a bond, note, debenture or other evidence
of indebtedness. "Purchase Money Lien" is defined as any mortgage, pledge, lien,
encumbrance, charge or security interest of any kind upon any stock or
indebtedness of any Principal Subsidiary acquired after the date any notes are
first issued if such Purchase Money Lien is for the purpose of financing, and
does not exceed, the cost to the Company or any Subsidiary of acquiring the
indebtedness of such Principal Subsidiary and such financing is effected
concurrently with, or within 180 days after, the date of such acquisition.
"Principal Subsidiary" is defined as NSR. "Subsidiary" is defined as an entity a
majority of the outstanding voting stock of which is owned, directly or
indirectly, by the Company or one or more Subsidiaries, but does not include
Conrail. The Senior Indenture does not prohibit the sale by the Company or any
Subsidiary of any stock or indebtedness of any Subsidiary.
Limitations on Funded Debt. The Senior Indenture provides that the Company will
not permit any Restricted Subsidiary to incur, issue, guarantee or create any
Funded Debt unless, after giving effect thereto, the sum of the aggregate amount
of all outstanding Funded Debt of the Restricted Subsidiaries would not exceed
an amount equal to 15% of Consolidated Net Tangible Assets.
The limitation on Funded Debt will not apply to, and there will be excluded from
Funded Debt in any computation under such restriction, Funded Debt secured by:
(1) Liens on real or physical property of any corporation existing at
the time such corporation becomes a Subsidiary;
(2) Liens on real or physical property existing at the time of
acquisition thereof incurred within 180 days of the time of
acquisition thereof (including, without limitation, acquisition
through merger or consolidation) by the Company or any Restricted
Subsidiary;
S-7
<PAGE>
(3) Liens on real or physical property thereafter acquired (or
constructed) by the Company or any Restricted Subsidiary and
created prior to, at the time of, or within 270 days after such
acquisition (including, without limitation, acquisition through
merger or consolidation) (or the completion of such construction
or commencement of commercial operation of such property,
whichever is later) to secure or provide for the payment of all
or any part of the purchase price (or the construction price)
thereof;
(4) Liens in favor of the Company or any Restricted Subsidiary;
(5) Liens in favor of the United States of America, any State thereof
or the District of Columbia, or any agency, department or other
instrumentality thereof, to secure partial, progress, advance or
other payments pursuant to any contract or provisions of any
statute;
(6) Liens incurred or assumed in connection with the issuance of
revenue bonds the interest on which is exempt from Federal Income
taxation pursuant to Section 103(b) of the Internal Revenue Code
of 1954, as amended;
(7) Liens securing the performance of any contract or undertaking not
directly or in directly in connection with the borrowing of
money, the obtaining of advances or credit or the securing of
Funded Debt if made and continuing in the ordinary course of
business;
(8) Liens incurred (no matter when created) in connection with the
Company's or a Restricted Subsidiary's engaging in leveraged or
single-investor lease transaction; provided, however, that the
instrument creating or evidencing any borrowings secured by such
Lien will provide that such borrowings are payable solely out of
the income and proceeds of the property subject to such Lien and
are not a general obligation of the Company or such Restricted
Subsidiary;
(9) Liens under workers' compensation laws, unemployment insurance
laws or similar legislation, or good faith deposits in connection
with bids, tenders, contracts or deposits to secure public or
statutory obligations of the Company or any Restricted
Subsidiary, or deposits of cash or obligations of the United
States of America to secure surety, repletion and appeal bonds to
which the Company or any Restricted Subsidiary is a party or in
lieu of such bonds, or pledges or deposits for similar purposes
in the ordinary course of business, or Liens imposed by law, such
as laborers' or other employees', carriers', warehousemen's,
mechanics', materialmen's and vendors' Liens and Liens arising
out of judgments or awards against the Company or any Restricted
Subsidiary with respect to which the Company or such Restricted
Subsidiary at the time shall be prosecuting an appeal or
proceedings for review and with respect to which it shall have
secured a stay of execution pending such appeal or proceedings
for review, or Liens for taxes not yet subject to penalties for
nonpayment or the amount or validity of which is being in good
faith contested by appropriate proceedings by the Company or any
Restricted Subsidiary, as the case may be, or minor survey
exceptions, minor encumbrances, easement or reservations of, or
rights of others for, rights of way, sewers, electric lines,
telegraph and telephone lines and other similar purposes, or
zoning or other restrictions or Liens as the use of real
properties, which Liens, exceptions, encumbrances easements,
reservations, rights and restrictions do not, in the opinion of
the Company, in the aggregate materially detract from the value
of said properties or material impair their use in the operation
of the business of the Company and its Restricted Subsidiaries;
(10) Liens incurred to finance construction, alteration or repair of
any real or physical property and improvements thereto prior to
or within 270 days after completion of such construction,
alteration or repair;
(11) Liens incurred (no matter when created) in connection with a
Securitization Transaction;
(12) Liens on property (or any Receivable arising in connection with
the lease thereof) acquired by the Company or a Restricted
Subsidiary through repossession, foreclosure or liens proceeding
and existing at the time of the repossession, foreclosure, or
like proceeding;
S-8
<PAGE>
(13) Liens on deposits of the Company or a Restricted Security with
banks (in the aggregate, not exceeding $50 million), in
accordance with customary banking practice, in connection with
the providing by the Company or a Restricted Subsidiary of
financial accommodations to any Person in the ordinary course of
business; or
(14) any extension, renewal, refunding or replacement of the
foregoing.
The following definitions apply only to the foregoing limitations on Funded
Debt.
"Consolidated Net Tangible Assets" means, at any date, the total assets
appearing on the most recent consolidated balance sheet of the Company and
Restricted Subsidiaries as at the end of the fiscal quarter of the Company
ending not more than 135 days prior to such date, prepared in accordance with
generally accepted accounting principles, less (i) all current liabilities (due
within one year) as shown on such balance sheet, (ii) applicable reserves, (iii)
investments in and advances to Securitization Subsidiaries and Subsidiaries of
Securitization Subsidiaries that are consolidated on the consolidated balance
sheet of the Company and its Subsidiaries, and (iv) Intangible Assets and
liabilities relating thereto.
"Funded Debt" means (i) any indebtedness of a Restricted Subsidiary maturing
more than 12 months after the time of computation thereof, (ii) guarantees by a
Restricted Subsidiary of Funded Debt or of dividends of others (except
guarantees in connection with the sale or discount of accounts receivable, trade
acceptances and other paper arising in the ordinary course of business),
(iii) all preferred stock of such Restricted Subsidiary, and (iv) all Capital
Lease Obligations (as defined in the Senior Indenture) of a Restricted
Subsidiary.
"Indebtedness" means, at any date, without duplication, (i) all obligations for
borrowed money of a Restricted Subsidiary or any other indebtedness of a
Restricted Subsidiary, evidenced by bonds, debentures, notes or other similar
instruments, and (ii) Funded Debt, except such obligations and other
indebtedness of a Restricted Subsidiary and Funded Debt, if any, incurred as a
part of a Securitization Transaction.
"Intangible Assets" means at any date, the value (net of any applicable
reserves) as shown on or reflected in the most recent consolidated balance sheet
of the Company and the Restricted Subsidiaries as at the end of the fiscal
quarter of the Company ending not more than 135 days prior to such date,
prepared in accordance with generally accepted accounting principles, of: (i)
all trade names, trademarks, licenses, patents, copyrights, service marks,
goodwill and other like intangibles; (ii) organizational and development costs;
(iii) deferred charges (other than prepaid items, such as insurance, taxes,
interest, commissions, rents, deferred interest waiver, compensation and similar
items and tangible assets being amortized); and (iv) unamortized debt discount
and expense, less unamortized premium.
"Liens" means such pledges, mortgages, security interests and other liens,
including purchase money liens, on property of the Company or any Restricted
Subsidiary which secure Funded Debt.
"Receivables" mean any right of payment from or on behalf of any obligor,
whether constituting an account, chattel paper, instrument, general intangible
or otherwise, arising, either directly or indirectly, from the financing by the
Company or any Subsidiary of the Company of property or services, monies due
thereunder, security interests in the property and services financed thereby and
any and all other related rights.
"Restricted Subsidiary" means each Subsidiary of the Company other than
Securitization Subsidiaries and Subsidiaries of Securitization Subsidiaries.
"Securitization Subsidiary" means a Subsidiary of the Company (i) which is
formed for the purpose of effecting one or more Securitization Transactions and
engaging in other activities reasonably related thereto and (ii) as to which no
portion of the Indebtedness (as defined in the Senior Indenture) or any other
obligations of which (a) is guaranteed by any Restricted Subsidiary, or (b)
subjects any property or assets of any Restricted Subsidiary, directly or
indirectly, contingently or otherwise, to any lien, other than pursuant to
representations, warranties and covenants (including those related to servicing)
entered into in the ordinary course of business in connection with a
Securitization Transaction and intercompany notes and other forms of capital or
credit support relating to the transfer or sale of Receivables or asset-backed
securities to such Securitization Subsidiary and customarily necessary or
desirable in connection with such transactions.
S-9
<PAGE>
"Securitization Transaction" means any transaction or series of transactions
that have been or may be entered into by the Company or any of its Subsidiaries
in connection with or reasonably related to a transaction or series of
transactions in which the Company or any of its Subsidiaries may sell, convey or
otherwise transfer to (i) a Securitization Subsidiary or (ii) any other Person,
or may grant a security interest in, any Receivables or asset-backed securities
or interest therein (whether such Receivables or securities are then existing or
arising in the future) of the Company or any of its Subsidiaries, and any assets
related thereto, including, without limitation, all security interests in the
property or services financed thereby, the proceeds of such Receivables or
asset-backed securities and any other assets which are sold in respect of which
security interests are granted in connection with securitization transactions
involving such assets.
BOOK-ENTRY SYSTEM
The following are summaries of certain rules and operating procedures of DTC
that affect the payment of principal and interest and transfers of interests in
the global notes. Upon issuance, the Offered Securities will be issued only in
the form of one or more definitive global securities which will be deposited
with, or on behalf of, DTC and registered in the name of Cede & Co., as nominee
of DTC. Unless and until it is exchanged in whole or in part for notes in
definitive form under the limited circumstances described below, a global note
may not be transferred except as a whole (i) by DTC to a nominee, (ii) by a
nominee of DTC to DTC or another nominee of DTC or (iii) by DTC or any such
nominee to a successor of DTC or a nominee of such successor.
Ownership of beneficial interests in a global note will be limited to persons
that have accounts with DTC for such global note ("participants") or persons
that may hold interests through participants. Upon the issuance of a global
note, DTC will credit, on its book-entry registration and transfer system, the
participants' accounts with the respective principal amounts of the notes
represented by such global note beneficially owned by such participants.
Ownership of beneficial interests in the global notes will be shown on, and the
transfer of such ownership interests will be effected only through, records
maintained by DTC (with respect to interests of participants). The laws of some
states may require that certain purchasers of securities take physical delivery
of such securities in definitive form. Such laws may limit or impair the ability
to own, transfer or pledge beneficial interests in the global notes.
So long as DTC or its nominee is the registered owner of a global note, DTC or
its nominee, as the case may be, will be considered the sole owner or holder of
the notes represented by such global note for all purposes under the Indenture.
Except as set forth below, owners of beneficial interests in a global note will
not be entitled to have notes represented by such global note registered in
their names, will not receive or be entitled to receive physical delivery of
such notes in certificated form and will not be considered the registered owners
or holders thereof under the Indenture. Accordingly, each person owning a
beneficial interest in a global note must rely on the procedures of DTC and, if
such person is not a participant, on the procedures of the participant through
which such person owns its interest, to exercise any rights of a holder under
the Indenture. We understand that under existing industry practices, if we
request any action of holders or if an owner of a beneficial interest in a
global note desires to give or take any action that a holder is entitled to give
or take under the Indenture, DTC would authorize the participants holding the
relevant beneficial interests to give or take such action, and such participants
would authorize beneficial owners owning through such participants to give or to
take such action or would otherwise act upon the instructions or beneficial
owners holding through time.
Principal and interest payments on interests represented by a global note will
be made to DTC or its nominee, as the case may be, as the registered owner of
such global note. None of Norfolk Southern, the Trustee or any other agent of
Norfolk Southern or agent of the Trustee will have any responsibility or
liability for any facet of the records relating to or payments made on account
of beneficial ownership of interests. We expect that DTC, upon receipt of any
payment of principal or interest in respect of a global note, will immediately
credit participants' accounts with payments in amounts proportionate to their
respective beneficial interests in such global note as shown on the records of
DTC. We also expect that payments by participants to owners of beneficial
interests in the global notes held through such participants will be governed by
standing customer instructions and customary practice, as is now the case with
securities
S-10
<PAGE>
held for the accounts of customers in bearer form or registered in "street
name," and will be the responsibility of such participants.
If DTC is at any time unwilling or unable to continue as depository for the
notes, and we fail to appoint a successor depository registered as a clearing
agency under the Securities Exchange Act of 1934 (the "Exchange Act") within
90 days, we will issue notes in definitive form in exchange for the respective
global notes. Any notes issued in definitive form in exchange for the global
notes will be registered in such name or names, and will be issued in
denominations of $100,000 and integral multiples of $1,000, as DTC shall
instruct the Trustee. It is expected that such instructions will be based upon
directions received by DTC from participants with the respect to ownership of
beneficial interests in the global notes.
DTC is a limited purpose trust company organized under the Banking Law of the
State of New York, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York of the Exchange Act. DTC was
created to hold the securities of its participants and to facilitate the
clearance and settlement of transactions among its participants in such
securities through electronic book-entry changes in accounts of the
participants, thereby eliminating the need for physical movement of securities
certificates. DTC's participants include securities brokers and dealers, banks,
trust companies, clearing corporations and certain other organizations, some of
which (and/or their representatives) own DTC. Access to the DTC book-entry
system is also available to others, such as banks, brokers and dealers and trust
companies that clear through or maintain a custodial relationship with a
participant, either directly or indirectly.
SAME-DAY SETTLEMENT AND PAYMENT
Settlement for the Offered Securities will be made by the Underwriters (as
defined herein) in immediately available funds. All payments of principal and
interest in respect of the Offered Securities will be made by us in immediately
available funds.
The Offered Securities will trade in DTC's Same-Day Funds Settlement System
until maturity and secondary market trading activity in the Offered Securities
will settle in immediately available funds. No assurance can be given as to the
effect, if any, of settlement in immediately available funds on trading activity
in the Offered Securities.
FURTHER ISSUES
We may from time to time, without notice to or the consent of the registered
holders of the Offered Securities, create and issue further notes ranking pari
passu with the Offered Securities in all respects (or in all respects except for
the payment of interest accruing prior to the issue date of such further notes
or except for the first payment of interest following the issue date of such
further notes) and so that such further notes may be consolidated and form a
single series with the notes and have the same term as to status, redemption or
otherwise as the Offered Securities.
ADDITIONAL TERMS
For additional important information about the Offered Securities, see
"Description of Debt Securities" in the accompanying prospectus. That
information includes:
o additional information on the terms of the Offered Securities;
o general information on the Senior Indenture and Trustee;
o a description of the limitation on consolidation, merger and sale of
assets; and
o a description of events of default under the Senior Indenture.
S-11
<PAGE>
UNDERWRITING
We are selling the Offered Securities to the underwriters named below pursuant
to an underwriting agreement dated May 17, 2000. Merrill Lynch, Pierce, Fenner &
Smith Incorporated and Morgan Stanley & Co. Incorporated are acting as joint
bookrunners. Subject to certain conditions, we have agreed to sell to each of
the underwriters, and each of the underwriters has severally agreed to purchase,
the principal amount of Offered Securities set forth in the following table:
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT PRINCIPAL AMOUNT
UNDERWRITERS OF NOTES DUE 2005 OF NOTES DUE 2010
------------ ----------------- -----------------
<S> <C> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated................................. $ 112,500,000 $ 112,500,000
Morgan Stanley & Co. Incorporated........................ 112,500,000 112,500,000
J.P. Morgan Securities Inc............................... 15,000,000 15,000,000
BNY Capital Markets, Inc................................. 6,000,000 6,000,000
Banc of America Securities LLC........................... 6,000,000 6,000,000
Banc One Capital Markets, Inc............................ 6,000,000 6,000,000
Chase Securities Inc..................................... 6,000,000 6,000,000
Deutsche Bank Securities Inc............................. 6,000,000 6,000,000
First Union Securities, Inc.............................. 6,000,000 6,000,000
FleetBoston Robertson Stephens Inc....................... 6,000,000 6,000,000
Mellon Financial Markets LLC............................. 6,000,000 6,000,000
Salomon Smith Barney Inc................................. 6,000,000 6,000,000
SunTrust Equitable Securities............................ 6,000,000 6,000,000
------------- -------------
Total....................................... $ 300,000,000 $ 300,000,000
============= =============
</TABLE>
The underwriters have advised us that they propose initially to offer the
Offered Securities of each series to the public at the respective public
offering prices set forth on the cover page of this prospectus supplement and to
certain dealers at such price less a concession not in excess of .35% of the
principal amount in the case of the notes due 2005 and .40% of the principal
amount in the case of the notes due 2010. The underwriters may allow, and such
dealers may reallow, a discount not in excess of .25% of the principal amount of
the Offered Securities to certain other dealers. After the initial public
offering, the public offering price, concession and discount for either or both
of the Offered Securities may be changed.
Each series of the Offered Securities is a new issue of securities, and
there is currently no established trading market for either of them. In
addition, we do not intend to apply for the Offered Securities to be listed on
any securities exchange or to arrange for them to be quoted on any quotation
system. The underwriters have advised us that they intend to make a market in
the Offered Securities, but they are not obligated to do so. The underwriters
may discontinue any market making in the Offered Securities at any time without
notice. We can give you no assurances as to the liquidity of, or any trading
market for, the Offered Securities.
In connection with this offering, the underwriters are permitted to engage in
certain transactions that stabilize the price of the Offered Securities. Such
transactions consist of bids or purchases for the purpose of pegging, fixing or
maintaining the price of the Offered Securities. If the underwriters create a
short position in the Offered Securities in connection with this offering, i.e.,
if they sell a greater aggregate principal amount of Offered Securities than is
set forth on the cover of this prospectus supplement, the underwriters may
reduce that short position by purchasing Offered Securities in the open market.
In general, purchases of a security for the purpose of stabilization or to
reduce a short position could cause the price of the security to be higher than
it might be in the absence of such purchases.
Neither we nor any underwriter makes any representation or prediction as to the
direction or magnitude of any effect that the transactions described above may
have on the price of the Offered Securities. In addition, neither we nor any
underwriter makes any representation that the underwriters will engage in such
transactions or that such transactions, once commenced, will not be discontinued
without notice.
S-12
<PAGE>
We have agreed to indemnify the underwriters against, or to contribute to
payments that the underwriters may be required to make in respect of, certain
liabilities, including liabilities under the Securities Act of 1933.
In the ordinary course of their respective businesses, the underwriters or their
affiliates from time to time provide commercial and investment banking and other
financial services to us.
We estimate that the total expense of the offering, excluding underwriting
discounts and commissions, will be approximately $150,000.
LEGAL MATTERS
The validity of the Offered Securities will be passed upon for us by William A.
Noell, Jr., Esq., General Solicitor-Corporate of the Company, Norfolk, Virginia
(or by such other senior corporate counsel as may be designated by us).
Mr. Noell, in his capacity as General Solicitor-Corporate for us, is a
participant in various employee benefit and incentive plans, including stock
option plans, offered to employees of the Company. Certain legal matters
relating to the offering of the Offered Securities will be passed upon for the
underwriters by Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York.
Skadden, Arps, Slate, Meagher & Flom LLP will rely as to certain matters of
Virginia law on the opinion of William A. Noell, Jr., Esq., General
Solicitor-Corporate for us (or such other senior corporate counsel as may be
designated by us). Skadden, Arps, Slate, Meagher, & Flom LLP has from time to
time provided legal advice and services to us.
S-13
<PAGE>
PROSPECTUS
$1,000,000,000
NORFOLK SOUTHERN CORPORATION
Common Stock, Preferred Stock, Depositary Shares and Debt Securities
- --------------------------------------------------------------------------------
We may sell, from time to time, in one or more offerings:
o common stock
o preferred stock
o depositary shares
o debt securities
The total offering price of these securities, in the aggregate, will not
exceed $1,000,000,000. We will provide the specific terms of any securities we
actually offer for sale in supplements to this prospectus. You should read this
prospectus and the supplements carefully before you decide to invest in any of
these securities.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
THIS PROSPECTUS MAY NOT BE USED TO SELL SECURITIES UNLESS ACCOMPANIED BY A
PROSPECTUS SUPPLEMENT.
The date of this prospectus is November 25, 1998
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We file reports, proxy statements and other information with the Securities
and Exchange Commission (the "SEC"). Our SEC filings are available over the
Internet at the SEC's web site at http://www.sec.gov. You also may read and copy
any document we file with the SEC at the SEC's public reference rooms at 450
Fifth Street, N.W., Room 1024, Washington, D.C. 20549; Seven World Trade Center,
13th Floor, New York, New York 10048; and Citicorp Center, 5000 West Madison
Street (Suite 1400), Chicago, Illinois 60601. Please call the SEC at
1-800-SEC-0330 for more information on the public reference rooms and their copy
charges. Our common stock is listed and traded on the New York Stock Exchange
(the "NYSE"). You may also inspect the information we file with the SEC at the
NYSE, 20 Broad Street, New York, New York 10005.
INCORPORATION BY REFERENCE
The SEC allows us to "incorporate by reference" the information in
documents we file with the SEC. This means that we can disclose important
information to you by referring you to those documents. Any information we
incorporate in this manner is considered part of this prospectus. Any
information we file with the SEC after the date of this prospectus will
automatically update and supersede the information contained in this prospectus.
We incorporate by reference the following documents that we have filed with
the SEC:
o Annual Report on Form 10-K for the year ended December 31, 1997;
o Quarterly Reports on Form 10-Q for the quarters ended March 31, 1998,
June 30, 1998 and September 30, 1998;
o Current Reports on Form 8-K dated July 30, 1998, August 24, 1998 and
September 2, 1998; and
o Annual Report to Stockholders for the fiscal year ended December 31,
1997.
We also incorporate by reference any future filings we will make with the
SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934 (the "Exchange Act") after the date of this prospectus but before the end
of the offering of the securities made by this prospectus.
You may request a copy of any filings referred to above (excluding
exhibits), at no cost, by contacting us at the following address: Norfolk
Southern Corporation, Three Commercial Place, Norfolk, Virginia 23510-9219,
Attention: Corporate Secretary, telephone number: (757) 629-2680.
2
<PAGE>
ABOUT THIS PROSPECTUS
This prospectus is part of a "shelf" registration statement that we filed
with the SEC. By using a shelf registration statement, we may sell, from time to
time, in one or more offerings, any combination of the securities described in
this prospectus in a dollar amount that does not exceed $1,000,000,000. For
further information about our business and the securities, you should refer to
this registration statement and its exhibits. The exhibits to our registration
statement contain the full text of certain contracts and other important
documents we have summarized in this prospectus. Since these summaries may not
contain all the information that you may find important in deciding whether to
purchase the securities we may offer, you should review the full text of these
documents. The registration statement can be obtained from the SEC as indicated
under the heading "Where You Can Find More Information."
This prospectus only provides you with a general description of the
securities we may offer. Each time we sell securities, we will provide a
prospectus supplement that contains specific information about the terms of
those securities. The prospectus supplement may also add, update or change
information contained in this prospectus. You should read both this prospectus
and any prospectus supplement together with the additional information described
above under the heading "Where You Can Find More Information."
------------------------
You should rely only on the information contained or incorporated by
reference in this prospectus and the prospectus supplement. We have not
authorized anyone to provide you with different information. If anyone provides
you with different or inconsistent information, you should not rely on it. We
will not make an offer to sell these securities in any jurisdiction where the
offer or sale is not permitted. You should assume that the information appearing
in this prospectus, as well as information we previously filed with the SEC and
incorporated by reference in this prospectus, is accurate only as of the date on
the front cover of this prospectus. Our business, financial condition, results
of operations and prospects may have changed since that date.
CERTAIN FORWARD-LOOKING STATEMENTS
This prospectus (including the documents incorporated by reference herein)
contains certain forward-looking statements (as such term is defined in the
Private Securities Litigation Reform Act of 1995) and information relating to
Norfolk Southern Corporation ( "Norfolk Southern" or the "Company") that is
based on the beliefs of management as well as assumptions made by, and
information currently available to, the management of Norfolk Southern. When
used in this prospectus or any prospectus supplement, the words "anticipate,"
"believe," "estimate," "expect," "intend" and similar expressions, as they
relate to Norfolk Southern or the management of Norfolk Southern, identify
forward-looking statements. Such statements, which include, without limitation,
the matters set forth herein or in any prospectus supplement under the caption
"Norfolk Southern Corporation," reflect the views of the Company with respect to
future events, the outcome of which is subject to certain risks. These
forward-looking statements are also subject to uncertainties and assumptions
relating to the operations and results of operations of Norfolk Southern. Should
one or more of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results or outcomes may vary materially from
those described herein, or in any prospectus supplement, as anticipated,
believed, estimated, expected or intended.
3
<PAGE>
NORFOLK SOUTHERN CORPORATION
Norfolk Southern is a Virginia-based holding company, that was formed in
1982 and, in that year, Norfolk Southern acquired control of Southern Railway
Company ("Southern") and Norfolk and Western Railway Company ("NW"). Effective
December 31, 1990, Southern changed its name to Norfolk Southern Railway Company
("NSR"), and Norfolk Southern transferred all common stock of NW to NSR (making
NW a wholly owned subsidiary of NSR). Effective September 1, 1998, NW was merged
with and into NSR. NSR, with its consolidated subsidiaries, primarily engages in
the transportation of freight by rail in a single interterritorial system that
extends over more than 14,300 miles of road in 20 states primarily in the
Southeast and Midwest, and in the Province of Ontario, Canada.
As more particularly detailed in the various filings we have incorporated
by reference herein, Norfolk Southern and CSX Corporation ("CSX") have secured
the approval of the Surface Transportation Board, successor to the Interstate
Commerce Commission, to own and control Conrail Inc. ("Conrail"), the principal
subsidiary of which is Consolidated Rail Corporation ("CRC"), a common carrier
that offers rail transportation services in the Northeast. In connection with
implementing that transaction, NSR will lease and operate, as an integrated
portion of its rail system, a substantial portion of the routes and assets that
are owned and operated by CRC. The rail subsidiary of CSX ("CSXT") separately
will lease and operate most of the other CRC assets. Some Conrail assets will
continue to be owned by Conrail or CRC and operated for the joint and exclusive
benefit of NSR and CSXT.
Our executive offices are located at Three Commercial Place, Norfolk,
Virginia 23510-2191, telephone number: (757) 629-2600. Unless the context
indicates otherwise, references to Norfolk Southern or the Company are
references to Norfolk Southern Corporation and its consolidated subsidiaries.
USE OF PROCEEDS
Unless the accompanying prospectus supplement indicates otherwise, we
expect to use the net proceeds we receive from any offering of these securities
for our general corporate purposes, including the redemption and refinancing of
outstanding indebtedness, acquisitions, increasing our working capital and other
business opportunities.
4
<PAGE>
RATIO OF EARNINGS TO FIXED CHARGES
In order to compute the ratio of earnings to fixed charges, "earnings"
represents our income before income taxes, plus our share of Conrail's income
before income taxes, net of equity in earnings of Conrail included in Norfolk
Southern's income from continuing operations before taxes as reported, plus our
interest expenses and our portion of Conrail's interest expenses (including, in
each case, a portion of rental expenses that represents interest), and our
subsidiaries' preferred stock dividend requirements, less our equity in the
undistributed earnings of companies in which we have a 20%-49% ownership
interest. "Fixed charges" represents Norfolk Southern's interest expenses and
our portion of Conrail's interest expenses (including, in each case, a portion
of rental expenses that represents interest), plus our capitalized interest and
our subsidiaries' preferred stock dividend requirements on a pre-tax basis.
The following table sets forth our ratio of earnings to fixed charges for
each period indicated:
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30, YEAR ENDED DECEMBER 31,
------------------ --------------------------------
1998 1997 1997 1996 1995 1994 1993
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges....................... 2.41 3.09 2.99 6.84 6.63 6.69 6.04
</TABLE>
THE SECURITIES WE MAY OFFER
We may sell from time to time, in one or more offerings, common stock,
preferred stock, depositary shares and debt securities in a dollar amount that
does not exceed $1,000,000,000. This prospectus contains only a summary of the
securities we may offer. The specific terms of any securities we actually offer
for sale will be set forth in an accompanying prospectus supplement, together
with the terms of that offering, the initial price and the net proceeds to the
Company from the sale of such securities. The prospectus supplement will also
contain information, where applicable, about material United States federal
income tax considerations relating to the securities, and the securities
exchange, if any, on which the securities will be listed. This prospectus may
not be used to consummate a sale of securities unless it is accompanied by a
prospectus supplement.
DESCRIPTION OF CAPITAL STOCK
The following summary of our common stock and preferred stock is not meant
to be a complete description. For more information, you should also refer to our
Restated Articles of Incorporation (the "Articles of Incorporation"), our Bylaws
(the "Bylaws") and the Virginia Stock Corporation Act (the "Virginia Act").
Under the Articles of Incorporation, our authorized capital stock consists of
1,350,000,000 shares of common stock, par value $1.00 per share, and 25,000,000
shares of preferred stock, without par value. We will describe the specific
terms of any common stock or preferred stock we may offer in a prospectus
supplement. The specific terms we describe in a prospectus supplement may differ
from the terms we describe below.
COMMON STOCK
As of October 31, 1998, Norfolk Southern had 379,210,597 shares of common
stock issued and outstanding. For all matters submitted to a vote of
stockholders, each holder of common stock is entitled to one vote for each share
registered in his or her name on the books of the Company. Our common stock does
not have cumulative voting rights. As a result, subject to the voting rights of
any outstanding preferred stock (of which there currently is none), the persons
who hold 50% or more of the outstanding common stock entitled to elect members
of the board of directors (the "Board"), can elect all of the directors who are
up for election in a particular year.
If the Board declares a dividend, common stockholders will receive payments
from the funds of Norfolk Southern that are legally available to pay dividends.
However, this dividend right is subject to any preferential dividend rights we
may grant to the persons who hold preferred stock, if any is issued. If Norfolk
Southern is dissolved, the holders of common stock will be entitled to share
ratably in all the assets that remain after we pay (i) our liabilities and
(ii) any amounts we may owe to the persons who hold our preferred stock, if any
is issued. Common stockholders do not have preemptive rights, and they have no
right to convert their common stock into
5
<PAGE>
any other securities. All outstanding shares of common stock are duly
authorized, validly issued, fully paid and nonassessable.
The transfer agent and registrar for our common stock is The Bank of New
York.
PREFERRED STOCK
No shares of preferred stock are issued or outstanding. Our Articles of
Incorporation authorize the Board to issue preferred stock in one or more series
and to determine the liquidation preferences, voting rights, dividend rights,
conversion rights and redemption rights of each such series. The ability of the
Board to issue and set the terms of preferred stock could make it more difficult
for a third person to acquire control of Norfolk Southern. The Board has the
authority to fix the following terms of any series of preferred stock, each of
which will be set forth in the related prospectus supplement:
o the designation of the series;
o the number of shares offered;
o the initial offering price;
o the dividend rate, the dividend periods, the dates payable and
whether dividends will be cumulative or noncumulative;
o the voting rights;
o any redemption or sinking fund provisions;
o any conversion or exchange provisions;
o whether the shares will be listed on a securities exchange;
o the liquidation preference, and other rights that arise upon the
liquidation, dissolution or winding-up of Norfolk Southern; and
o any other rights, preferences and limitations that pertain to the
series.
Norfolk Southern will designate the transfer agent and registrar for each
series of preferred stock in the prospectus supplement.
CERTAIN PROVISIONS OF OUR ARTICLES OF INCORPORATION
Our Articles of Incorporation contain certain provisions that may, in
effect, delay, defer or prevent a third person from acquiring control of Norfolk
Southern. Under the Articles of Incorporation, the Board consists of three
classes of directors; each class serves a staggered three-year term and each
such term ends in a successive year. This provision may make it more difficult
for a third person to acquire control of Norfolk Southern since it normally
would require two annual stockholders' meetings in order for a potential
acquiror to elect a majority of the Board. Since it may take a relatively long
period of time for potential acquirors to obtain control, they may be less
likely to initiate a proxy contest to elect directors or purchase a substantial
block of Norfolk Southern's common stock. These provisions, together with
certain terms of preferred stock noted above, could cause our common stock to
trade at a lower price than if these provisions did not exist.
CERTAIN PROVISIONS OF THE VIRGINIA STOCK CORPORATION ACT
The Virginia Act contains certain anti-takeover provisions regarding, among
other things, affiliated transactions and control share acquisitions. In
general, the Virginia Act's affiliated transactions provisions prevent a
Virginia corporation from engaging in an "affiliated transaction" (as defined in
the Virginia Act) with an "interested shareholder" (generally defined as a
person owning more than 10% of any class of voting securities of the
corporation) unless approved by a majority of the "disinterested directors" (as
defined in the Virginia Act) and the holders of at least two thirds of the
outstanding voting stock not owned by the interested shareholder, subject to
certain exceptions.
Under the control share acquisition provisions of the Virginia Act, shares
acquired in a "control share acquisition", generally defined as transactions
that increase the voting strength of the person acquiring such shares above
certain thresholds in elections of directors generally have no voting rights
unless they are granted by a majority of the outstanding voting stock not owned
by such acquiring person. If such voting rights are granted and the acquiring
person controls 50% or more of the voting power, all shareholders, other than
the acquiring person, are
6
<PAGE>
entitled to receive "fair value" (as defined in the Virginia Act) for their
shares. If such voting rights are not granted, the corporation may, if
authorized by its articles of incorporation or bylaws, purchase the acquiring
person's shares at their cost to the acquiring person. A Virginia corporation
has the right to "opt out" of the control share acquisition statute. Although
Norfolk Southern has not done so, and has no present intention to do so, its
Board at any time could adopt a bylaw, which would not require stockholder
approval, to "opt out" of the statute.
DESCRIPTION OF THE DEPOSITARY SHARES
Norfolk Southern may elect to offer fractional shares of preferred stock
rather than full shares of preferred stock. If so, Norfolk Southern will issue
receipts for these "depositary shares", each of which will represent a fraction
of a share of a particular series of preferred stock. Each holder of a
depositary share will be entitled, in proportion to the fraction of preferred
stock represented by that depositary share, to the rights and preferences of the
preferred stock, including dividend, voting, redemption, conversion and
liquidation rights. Norfolk Southern will enter into an agreement (the "Deposit
Agreement") with a depositary, which will be named in the related prospectus
supplement, and with the holders of the "depositary receipts" that represent the
depositary shares.
The following summary of the depositary shares is not meant to be complete.
For more information, you should refer to the Deposit Agreement, the depositary
receipts and the certificate of designation of the series of preferred stock
that underlies that series of depositary shares and the related prospectus
supplement. A form of Deposit Agreement, depositary receipt and certificate of
designation will be filed as exhibits to, or incorporated by reference into, the
registration statement before we issue depositary receipts.
GENERAL
In order to issue depositary shares, Norfolk Southern will issue preferred
stock, and immediately deposit these shares with the depositary. The depositary
will then issue and deliver depositary receipts to the persons who purchase
depositary shares. The depositary will issue depositary receipts in a form that
reflects whole depositary shares, and each may evidence any number of whole
depositary shares.
DIVIDENDS AND OTHER DISTRIBUTIONS
The depositary will distribute all cash and non-cash distributions it
receives, with respect to the underlying preferred stock, to the record holders
of depositary shares in proportion to the number of depositary shares they hold.
In the case of non-cash distributions, the depositary may determine that the
distribution cannot be made proportionately or that it may not be feasible to
make the distribution. If so, the depositary will, with our approval, adopt a
method it deems equitable and practicable to effect the distribution, including
the sale (public or private) of the securities or other non-cash property it
receives in the distribution at a place and on terms it deems proper. Norfolk
Southern or the depositary may reduce the amount it distributes in order to pay
taxes or other governmental charges.
REDEMPTION OF DEPOSITARY SHARES
If Norfolk Southern redeems the series of preferred stock that underlies
the depositary shares, the depositary will redeem the depositary shares from the
proceeds it receives from the redemption of the preferred stock it holds. The
depositary will redeem the number of depositary shares that represent the amount
of underlying preferred stock that Norfolk Southern redeemed. The redemption
price per depositary share will be in proportion to the redemption price per
share that Norfolk Southern paid for the underlying preferred stock. If Norfolk
Southern redeems less than all the depositary shares, the depositary will select
which depositary shares to redeem by lot, or some substantially equivalent
method.
After a redemption date is fixed, the depositary shares to be redeemed no
longer will be considered outstanding. The rights of the holders of the
depositary shares will cease, except the right to receive money or other
property they are entitled to receive upon the redemption. In order to redeem
their depositary shares, holders will surrender their depositary receipts to the
depositary. If Norfolk Southern deposits funds with the depositary to redeem
depositary shares, and the holders fail to redeem their receipts, the money will
be returned to Norfolk Southern within two years from the date the funds are
deposited.
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VOTING THE PREFERRED STOCK
When Norfolk Southern notifies the depositary about any meeting at which
the holders of preferred stock are entitled to vote, the depositary will mail
the information to the record holders of depositary shares related to that
preferred stock. Each record holder of such depositary shares on the record date
(which will be the same date as the record date for the related preferred stock)
will be entitled to instruct the depositary how to vote the shares of preferred
stock represented by that holder's depositary shares. The depositary will try to
vote the preferred stock represented by the depositary shares in accordance with
these instructions, provided the depositary receives these instructions
sufficiently in advance of the meeting. Norfolk Southern will take all
reasonable action necessary to provide the depositary with sufficient notice of
any meeting. If the depositary does not receive instructions from the holders of
the depositary shares, the depositary will abstain from voting the preferred
stock that underlies those depositary shares.
WITHDRAWAL OF PREFERRED STOCK
When a holder surrenders depositary receipts at the corporate trust office
of the depositary, and pays any necessary taxes, charges or other fees, the
holder will be entitled to receive the number of whole shares of the related
series of preferred stock, and any money or other property, if any, represented
by their depositary shares. Once a holder exchanges depositary shares for whole
shares of preferred stock, that holder cannot "redeposit" these shares of
preferred stock with the depositary, or exchange them for depositary shares. If
a holder delivers depositary receipts that represent a number of depositary
shares that exceeds the number of whole shares of related preferred stock the
holder seeks to withdraw, the depositary will issue a new depositary receipt to
the holder that evidences the excess number of depositary shares.
AMENDMENT AND TERMINATION OF THE DEPOSIT AGREEMENT
Norfolk Southern and the depositary can agree, at any time, to amend the
form of depositary receipt and any provisions of the Deposit Agreement. However,
if an amendment has a material adverse affect on the rights of the holders of
related depositary shares, it must first be approved by the holders of at least
a majority of those depositary shares then outstanding. Every holder of a
depositary receipt at the time an amendment becomes effective will be bound by
the amended Deposit Agreement. However, subject to any conditions in the Deposit
Agreement or applicable law, no amendment can impair the right of any holder of
a depositary share to receive shares of the related preferred stock, and any
money or other property represented by the depositary shares, when they
surrender the depositary receipts that represent their depositary shares.
Norfolk Southern can terminate the Deposit Agreement at any time, as long
as it provides at least 60 days' prior written notice to the depositary. If
Norfolk Southern terminates the Deposit Agreement, then within 30 days from the
date the depositary receives notice, the depositary will deliver whole or
fractional shares of the related preferred stock to the holders of depositary
shares, when they surrender their depositary receipts. The Deposit Agreement
will terminate automatically after all outstanding depositary shares have been
redeemed, or, in connection with any liquidation, dissolution or winding up of
Norfolk Southern, after the final distribution of Norfolk Southern's assets has
been made to the holders of the related series of preferred stock and, in turn,
to the holders of depositary shares.
CHARGES OF DEPOSITARY
Norfolk Southern will pay all transfer and other taxes and the government
charges that arise solely from the existence of the depositary arrangements.
Norfolk Southern will also pay the charges of the depositary, including charges
in connection with the initial deposit of the related series of preferred stock,
the initial issuance of the depositary shares, and all withdrawals of shares of
the related series of preferred stock. However, holders of depositary shares
will have to pay transfer and other taxes and government charges, as provided in
the Deposit Agreement.
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RESIGNATION AND REMOVAL OF DEPOSITARY
The depositary may resign, at any time, by delivering written notice of its
decision to Norfolk Southern. We may remove the depositary at any time. Any
resignation or removal will take effect when we appoint a successor depositary.
Norfolk Southern must appoint the successor depositary within 60 days after
delivery of the notice of resignation or removal, and the successor depositary
must be a bank or trust corporation that has its principal office in the United
States, and has a combined capital and surplus of at least $50,000,000.
MISCELLANEOUS
Norfolk Southern will be required to furnish certain information to the
holders of the preferred stock. The depositary will forward any reports or
information it receives from Norfolk Southern, as the holder of the underlying
preferred stock, to the holders of depositary shares.
Neither the depositary nor Norfolk Southern will be liable if its ability
to perform its obligations under the Deposit Agreement is prevented or delayed
by law or any circumstance beyond its control. Both Norfolk Southern and the
depositary will be obligated to use their best judgment and to act in good faith
in performing their duties under the Deposit Agreement. Each of Norfolk Southern
and the depositary will be liable for gross negligence and willful misconduct in
the performing of their duties under the Deposit Agreement. They will not be
obligated to appear in, prosecute or defend any legal proceeding with respect to
any depositary receipts, depositary shares or preferred stock unless they
receive what they, in their sole discretion, determine to be a satisfactory
indemnity. Norfolk Southern and the depositary may rely on the advice of legal
counsel or accountants of their choice. They may also rely on information
provided by persons they believe, in good faith, to be competent, and on
documents they believe, in good faith, to be genuine.
The depositary's corporate trust office will be identified in the related
prospectus supplement. Unless the prospectus supplement indicates otherwise, the
depositary will act as transfer agent and registrar for depositary receipts, and
if Norfolk Southern redeems shares of preferred stock, the depositary will act
as redemption agent for the corresponding depositary receipts.
DESCRIPTION OF DEBT SECURITIES
The following description sets forth certain general terms and provisions
of the debt securities. The particular terms of each series of debt securities
we may offer will be described in the related prospectus supplement. Senior debt
securities will be issued under a senior indenture, dated as of January 15,
1991, between the Company and U.S. Bank Trust National Association, formerly
known as First Trust of New York National Association, as successor trustee.
Subordinated debt securities will be issued under a subordinated indenture
between the Company and U.S. Bank Trust National Association, as trustee. The
senior indenture and the subordinated indenture are sometimes referred to
collectively as the "indentures" and the trustee under each indenture is
sometimes referred to collectively as the "trustees."
The following summary of certain provisions of the indentures and the debt
securities is not meant to be complete. For more information, you should refer
to the full text of the indentures and the debt securities, including the
definitions of certain terms not defined herein, and the related prospectus
supplement. The senior indenture has been incorporated by reference as an
exhibit to the registration statement, and a form of the subordinated indenture,
or any supplements to either of the indentures, will be filed as exhibits to, or
incorporated by reference into, the registration statement before we issue debt
securities.
GENERAL
The indentures do not limit the aggregate principal amount of debt
securities Norfolk Southern may issue. Unless otherwise specified in a
prospectus supplement,
o debt securities will be unsecured obligations of Norfolk Southern;
o senior debt securities will rank equally with all other unsecured and
unsubordinated indebtedness of Norfolk Southern; and
o subordinated debt securities will be subordinate, in right of
payment, to all senior indebtedness (as defined in the applicable
subordinated indenture).
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A prospectus supplement will describe the following terms of any series of
debt securities we may offer:
o the title;
o any limit on the amount that may be issued;
o the date(s) of maturity;
o the rate(s) of interest, if any, or the method of calculation, the
date(s) interest will begin to accrue, the date(s) interest will be
payable and the regular record dates for interest payment dates or
the method for determining such date(s);
o the covenants applicable to the debt securities;
o any mandatory or optional sinking fund or analogous provisions;
o the date(s), if any, on which, and the price(s) at which Norfolk
Southern is obligated, pursuant to any mandatory sinking fund
provisions or otherwise, to redeem, or at a holder's option to
purchase, such series of debt securities and other related terms and
provisions;
o the applicability of any provisions described under "Satisfaction and
Discharge of Indenture" in the indentures;
o the index used to determine any payments to be made on the debt
securities;
o the currency or currencies of any payments to be made on the debt
securities;
o whether or not the debt securities will be issued in global form, the
terms and who the depositary will be;
o the terms upon which a global note may be exchanged in whole or in
part for other debt securities; and
o any other terms of the series of debt securities.
CONVERSION OR EXCHANGE OF DEBT SECURITIES
The prospectus supplement will set forth the terms on which a series of
debt securities may be converted into or exchanged for other securities of
Norfolk Southern. These terms will include whether conversion or exchange is
mandatory, or is at the option of the holder or of Norfolk Southern. We will
also describe how we will calculate the number of securities that holders of
debt securities would receive if they convert or exchange their debt securities.
EVENTS OF DEFAULT
Under the indentures, an event of default includes the following:
o failure to pay any principal or premium, if any, when due;
o failure to pay any interest when due, and this failure continues for
30 days and the time for payment has not been extended or deferred;
o failure to pay any sinking fund installment when due;
o failure to perform any covenant in the indenture, and this failure
continues for 90 days;
o acceleration of any indebtedness of Norfolk Southern (or any
"significant subsidiary" of Norfolk Southern, as defined in the
federal securities laws) in an aggregate principal amount that
exceeds $30,000,000; and
o certain events of bankruptcy, insolvency or reorganization.
If an event of default occurs and is continuing, either the trustee or the
holders of at least 25%, in aggregate principal amount, of the outstanding debt
securities affected by the default, may notify Norfolk Southern (and the
trustee, if notice is given by the holders) and declare that the unpaid
principal, premium, and accrued interest, if any, is due and payable
immediately. However, under certain circumstances, the holders of a majority in
aggregate principal amount of outstanding debt securities may be able to rescind
and annul this declaration for accelerated payment. Norfolk Southern will
furnish the trustee with an annual statement that describes how Norfolk Southern
has performed its obligations under the indenture, and that specifies any
defaults that may have occurred.
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SUBORDINATION OF SUBORDINATED DEBT SECURITIES
The terms of a series of subordinated debt securities will be set forth in
the subordinated indenture and the related prospectus supplement. The
subordinated debt securities will be unsecured obligations of Norfolk Southern
and will be subordinate in right of payment to certain other indebtedness of
Norfolk Southern. Unless otherwise indicated in the related prospectus
supplement, the subordinated indenture does not contain any restrictions on the
amount of senior or other subordinated indebtedness that Norfolk Southern may
incur.
The subordinated debt securities will be subordinate only to senior debt
securities. In the event of the bankruptcy or insolvency of Norfolk Southern
before or after maturity of the subordinated debt securities, creditors who do
not hold senior debt securities will rank equally with the holders of the
subordinated debt securities in priority of payment. However, federal bankruptcy
courts have broad equity powers. A bankruptcy court may, among other things,
reclassify subordinated debt securities into a class of claims with a different
relative priority than other claims against the Company.
SATISFACTION AND DISCHARGE OF INDENTURES
Norfolk Southern may terminate its obligations with respect to a series of
debt securities under the indentures if:
o all the outstanding debt securities have been delivered to the
trustee for cancellation;
o Norfolk Southern has paid all sums it is required to pay under the
respective indentures; or
o Norfolk Southern deposits with the trustee sufficient funds, or the
equivalent thereof, to cover payments due under the indentures.
As a condition to defeasance, Norfolk Southern must deliver to the trustee
an opinion of counsel to the effect that (i) the holders will not recognize gain
or loss on such debt securities for federal income tax purposes solely as a
result of Norfolk Southern's defeasance, and (ii) the holders will be subject to
federal income tax in the same amounts and at the same times as would have been
the case if Norfolk Southern's defeasance had not occurred. In the event of
defeasance, holders of debt securities must look to the funds Norfolk Southern
has deposited with the trustee to cover payments due under the indentures.
MODIFICATION AND WAIVER
Norfolk Southern and the trustee may modify or amend the indentures by
obtaining the written consent of the individuals who hold at least a majority,
in aggregate principal amount, of the outstanding debt securities of each series
that is affected. However, certain changes can be made only with the consent of
each holder of an outstanding series of debt securities. For example, each
holder must consent to changes in:
o the stated maturity date;
o the principal, premium, or interest payments, if any;
o the place or currency of any payment;
o the rights of holders to enforce payment;
o the percentage of outstanding debt securities of any series, if the
consent of the holders of those debt securities is needed to modify,
amend or waive certain provisions of the indenture;
o the conversion provisions of convertible debt security; or
o the subordination provisions.
The holders of a majority, in aggregate principal amount, of the
outstanding debt securities of any series can consent, on behalf of the holders
of the entire series, to waive certain provisions of the indentures. In
addition, these holders can also consent to waive any past default under the
indentures, except:
o a default in any payments due; and
o a default on an indenture provision that can be modified or amended
only with the consent of each holder of an outstanding debt security.
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CONSOLIDATION, MERGER AND SALE OF ASSETS
Norfolk Southern cannot merge with, or sell, transfer or lease
substantially all of its assets to, another corporation, without the consent of
the holders of a majority, in aggregate principal amount, of the outstanding
debt securities under the indentures, unless:
o the successor corporation is organized and existing under the laws of
the United States and assumes Norfolk Southern's obligations under
the respective indenture;
o after giving effect to the transaction, no event of default (and no
event which, after notice or lapse of time, would become an event of
default), will have occurred and be continuing; and
o the successor corporation executes a supplemental indenture that
assumes the obligations of the related indenture, satisfies the
trustees, and provides the necessary opinions and certificates.
Since Norfolk Southern is a holding company, if one of its subsidiaries
distributes its assets as a result of a liquidation or recapitalization of that
subsidiary, the rights of Norfolk Southern, of Norfolk Southern's creditors and
of the holders of debt securities to participate in the subsidiary's
distribution of assets will be subject to the prior claims of that subsidiary's
creditors, except to the extent that Norfolk Southern itself may be a creditor
with prior claims enforceable against its subsidiary.
FORM, EXCHANGE AND TRANSFER
Unless otherwise indicated in a prospectus supplement, the debt securities
of each series will be issued only in fully registered form, without coupons,
and in denominations of $100,000 and integral multiples of $1,000 thereof. At
the option of the holder, subject to the terms of the indentures and the
limitations on global securities described in a prospectus supplement, debt
securities of any series will be exchangeable for other debt securities of the
same series, in any authorized denomination and of like tenor and aggregate
principal amount. Holders can exchange or register the transfer of their debt
securities, in the manner prescribed by Norfolk Southern or the trustee, at the
office of Norfolk Southern's security registrar or transfer agent which Norfolk
Southern will designate in the related prospectus supplement. Unless the debt
securities provide otherwise, there is no service charge to exchange or register
the transfer of debt securities. However, Norfolk Southern may require holders
to pay any taxes or other governmental charges. Norfolk Southern can designate
additional transfer agents, terminate any transfer agent, or change the office
through which a transfer agent acts, but Norfolk Southern must maintain a
transfer agent in each place, as described in the related prospectus supplement,
where debt securities payments are made.
CONCERNING THE TRUSTEE
Unless the related prospectus supplement indicates otherwise, U.S. Bank
Trust National Association, will be the trustee under each of the indentures,
and will act as the security registrar and paying agent for the Company's debt
securities.
The holders of a majority, in aggregate principal amount, of the debt
securities of any series will have the right to direct the time, method and
place to conduct any proceeding to exercise any remedy available to the trustee,
subject to certain exceptions. The indentures provide that if an event of
default occurs (and is not cured) with respect to a series of debt securities,
the trustee will be required, in the exercise of its power, to use the same
degree of care a prudent person would use in the conduct of that person's own
affairs. Subject to this standard, the trustee is not obligated to exercise any
of its powers under the indentures at the request of a debt securities holder,
unless the holder offers to indemnify the trustee against any loss, liability or
expense, and then only to the extent required by the terms of the applicable
indenture.
GOVERNING LAW
The indentures and the debt securities will be governed by and construed in
accordance with the laws of the State of New York, except to the extent that the
Trust Indenture Act shall be applicable.
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PLAN OF DISTRIBUTION
Norfolk Southern may sell common stock, preferred stock, depositary shares
or any series of debt securities we may offer, from time to time, in one or more
of the following ways:
o to underwriters for resale to the public or to institutional
investors;
o directly to institutional investors; or
o through agents to the public or to institutional investors.
The related prospectus supplements will set forth the terms of the offering
of the securities including:
o the name or names of any underwriters or agents;
o the purchase price of such securities;
o the proceeds to Norfolk Southern from such sale;
o any underwriting discounts, agency fees and other items constituting
underwriters' or agents' compensation;
o any initial public offering price;
o any discounts, concessions or commissions dealers receive from
underwriters; and
o any securities exchanges on which the securities may be listed.
If underwriters are used in the sale, the underwriters will acquire the
securities for their own account and they may resell the securities, from time
to time, in one or more transactions, including negotiated transactions, either
at a fixed public offering price or at varying prices determined at the time of
sale. Underwriters may receive compensation from Norfolk Southern in the form of
discounts or commissions, and to the extent they act as agents, they may also
receive commissions from the purchasers of securities. Underwriters also may
sell securities to or through dealers. Dealers may receive compensation in the
form of discounts, concessions or commissions from the underwriters, and to the
extent they act as agents, commissions from the purchasers of securities.
Unless otherwise set forth in a prospectus supplement, the obligations of
the underwriters to purchase any series of securities will be subject to certain
conditions precedent, and the underwriters will be obligated to purchase all of
such series of securities, if any are purchased.
Underwriters and agents may be entitled, under agreements entered into with
Norfolk Southern, to be indemnified by Norfolk Southern against certain civil
liabilities, including liabilities under the Securities Act of 1933, as amended,
or to contribution with respect to payments which the underwriters or agents may
be required to make in respect thereof. Underwriters and agents may be customers
of, engage in transactions with, or perform services for Norfolk Southern and
its affiliates in the ordinary course of business.
Other than Norfolk Southern common stock which is listed on the NYSE, each
series of securities will be a new issue of securities and will have no
established trading market. Any common stock sold pursuant to a prospectus
supplement will be listed on the NYSE, subject to official notice of issuance.
Any underwriters to whom securities are sold by Norfolk Southern for public
offering and sale may make a market in the securities, but such underwriters
will not be obligated to do so and may discontinue any market making at any time
without notice. The securities, other than common stock, may or may not be
listed on a national securities exchange.
LEGAL OPINIONS
William A. Noell, Jr., Esq., Corporate Counsel for Norfolk Southern (or
another senior corporate counsel designated by the Company) will pass upon the
validity of the securities for Norfolk Southern. The counsel named in the
applicable prospectus supplement will pass upon the validity of the securities
for any underwriter. Mr. Noell, as Corporate Counsel for Norfolk Southern,
participates in various employee benefit and incentive plans, including stock
option plans, offered to employees of Norfolk Southern.
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EXPERTS
KPMG Peat Marwick LLP, independent certified public accountants, audited
the Company's consolidated financial statements and schedules as of
December 31, 1997 and 1996, and for each year in the three-year period ended
December 31, 1997, as indicated in their reports. All of these documents have
been incorporated by reference in this prospectus and elsewhere in the
Registration Statement in reliance on the reports of KPMG Peat Marwick LLP and
upon their authority as experts in auditing and accounting. The consolidated
financial statements of Conrail as of December 31, 1997 and 1996, and for each
of the years in the three year period ended December 31, 1997, have been
incorporated by reference in this prospectus and elsewhere in the Registration
Statement in reliance on the reports of PricewaterhouseCoopers LLP, independent
accountants, given on the authority of said firm, as experts in auditing and
accounting.
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