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FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 1, 1998
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)
N/A
(Former name or former address, if changed since last report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
The Charter and Bylaws of the Registrant had provided the shareholders
other than the State of North Carolina (the "State") certain control rights
independent from the State, including the requirement that the shareholders
other than the State be represented in person or by proxy at a meeting of
shareholders in order to constitute a quorum at a meeting of shareholders.
On April 7, 1997, the Registrant, the State and the Beaufort and
Morehead Railroad Company, a North Carolina corporation whose stock is wholly
owned by the State (the "B&M"), executed a Letter of Intent to reach a
definitive agreement for a plan of merger, whereby the State would acquire the
shares of the Registrant held by shareholders other than the State (the
"non-State shares"), at a cash price of $66.00 per share.
On October 3, 1997, the Registrant reach a definitive agreement with
the North Carolina Department of Transportation of the State of North Carolina
(the "DOT") and the B&M for a plan of merger for the State to acquire the
non-State shares at a cash price of $66.00, which agreement was amended and
restated as of January 16, 1996 (the "Merger Agreement").
The Merger Agreement was approved by the shareholders at a special
meeting of shareholders held on March 31, 1998. On April 1, 1998, the B&M and
the Registrant completed the transactions contemplated by the Merger Agreement
and, upon the filing of the Articles of Merger with the Secretary of State of
the State, the merger was consummated. Upon consummation of the merger, the
State became the sole owner of all of the common stock of the Registrant
outstanding.
The aggregate merger consideration is approximately $71 million.
Approximately $10 million of the aggregate merger consideration will be paid
from dividends previously paid by the Registrant to the State and the remaining
$61 million will be paid from monies borrowed by B&M from the State pursuant to
legislation adopted by the State legislature on August 27, 1997.
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NAME & ADDRESS OF AMOUNT & NATURE OF PERCENT
TITLE OF CLASS BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
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<S> <C> <C>
Common Shares State of North 317 shares 100%
Carolina c/o
Governor James
B. Hunt, The State
Capital, Raleigh, NC 27611
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
c. Exhibits
99.1 Amended and Restated Agreement and Plan of Merger dated
as of January 16, 1998, filed as Annex A to the Registrant's
Proxy Statement dated February 27, 1998, filed with the
Securities and Exchange Commission on February 27, 1998, which
is incorporated by reference into this Form 8-K.
SIGNATURES
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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.
THE NORTH CAROLINA RAILROAD COMPANY
Date: April 7, 1998 By: /s/ Scott M. Saylor
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Name: Scott M. Saylor
Title: Executive Vice President & General Counsel
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