UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 26, 1996
NORTH CAROLINA RAILROAD COMPANY
(Exact name of registrant as specified in its charter)
North Carolina
(State or other jurisdiction of incorporation)
0-15768 56-6003280
(Commission File Number) (IRS Employer Identification No.)
3200 Atlantic Avenue
Suite 110
Raleigh, North Carolina 27604
(Address of principal executive offices) (Zip Code)
(919) 954-7601
(Registrant's telephone number, including area code)
This document contains 5 pages.
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Table of Contents
Item 5. Other Events . . . . . . . . . . . . . . . . . 3
Item 7. Financial Statements and Exhibits. . . . . . . 3
Signatures . . . . . . . . . . . . . . . . . . . . . . . 4
<PAGE>
Item 5. Other Events
The State of North Carolina ("State"), which owns 3,207,173
shares, or approximately 74.82 percent, of the Registrant's shares
has notified the Registrant that the State has retained NationsBank
as a financial adviser to evaluate the acquisition of the
Registrant's shares not already owned by the State.
In response to the State's action, the Registrant has
appointed a special committee of five directors responsible for
negotiating with the State. The committee consists of the five
"private" directors elected to the Board of the Registrant by the
shareholders other than the State. The committee has authority to
make recommendations to the entire Board regarding any offer made
by the State, formulate offers or counter offers, and consider
alternatives to a transaction with the State.
The State has not indicated whether it will make an offer and
there can be no assurance that an acceptable buyout or other
transaction will be consummated.
The foregoing forward-looking statements about a possible
future buyout by the State of North Carolina are subject to certain
risks and uncertainties which could cause actual results to differ
significantly. There can be no assurance either that the State
will actually make an offer or that an offer, if made, will be at
a price or other terms that are attractive to the shareholders of
the Registrant. In addition, there can be no assurance that the
State will obtain the necessary financing or that any approvals
required within State government or the Registrant could be
obtained to authorize closing on any agreement that may be reached.
The Registrant also does not know what effect, if any, the State's
actions will have on the Registrant's relationship with Norfolk
Southern.
Item 7. Financial Statements and Exhibits
(c) (6) Exhibits
EXHIBIT INDEX
Exhibit No. Description
(c) (6) News release by the Registrant dated
August 26, 1996.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
NORTH CAROLINA RAILROAD COMPANY
Date: September 11, 1996 By: /s/ John M. Alexander, Jr.
John M. Alexander, Jr.
Secretary and Director
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Exhibit (c) (6)
[Letterhead]
STATE EVALUATING BUYOUT OF NORTH CAROLINA RAILROAD COMPANY
North Carolina Railroad Board Establishes
Special Committee for Negotiations
[News Release]
RALEIGH, NC: August 26, 1996 - The North Carolina Railroad Company
(NCRR) (OTC:NORA) today announced that the State of North Carolina,
which holds approximately 75 percent of the Company's shares, has
notified NCRR that the State has retained NationsBank as a
financial advisor to evaluate the acquisition of the Company's
shares not already owned by the State.
In response to the State's action, NCRR's Board of Directors
has appointed a special committee of five directors responsible for
negotiating with the State. The committee consists of the five
"private" directors elected to the Board by the minority
shareholders. This committee has Broad authority to make
recommendations to the entire Board regarding any offer made by the
State, formulate offers or counter offers, and consider
alternatives to a transaction with the State.
"While the State has not indicated whether it will make an
offer, our Board believes the formation of the special committee is
an appropriate first step in moving the issue forward in the best
interest of all NCRR's shareholders," said John M. Alexander, Jr.
Secretary and Director of NCRR. "However, there can be no
assurance that an acceptable buyout or other transaction will be
consummated."
The foregoing forward-looking statements about a possible future
buyout by the State of North Carolina are subject to certain risks
and uncertainties which could cause actual results to differ
significantly. There can be no assurance either that the State
will actually make an offer or that an offer, if made, will be at
a price or other terms that are attractive to the shareholders of
the Company. In addition, there can be no assurance that the State
will obtain the necessary financing or that any approvals required
within State government or the Company could be obtained to
authorize closing on any agreement that may be reached. The
Company also does not know what effect, if any, the State's actions
will have on the Company's relationship with Norfolk Southern.
