<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
Norfolk Southern Railway Company
(Name of Registrant as Specified In Its Charter)
Norfolk Southern Railway Company
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
(4) Proposed maximum aggregate value of transaction:
- - --------
*Set forth the amount on which the filing is calculated and state how it was
determined.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Notes:
<PAGE>
- - --------------------------------------------------------------------------------
NOTICE AND PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
NORFOLK SOUTHERN RAILWAY COMPANY
THREE COMMERCIAL PLACE, NORFOLK, VIRGINIA 23510-2191
NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS TO BE HELD ON
TUESDAY, MAY 24, 1994
- - --------------------------------------------------------------------------------
The Annual Meeting of Stockholders of Norfolk Southern Railway Company will
be held on the 19th Floor of Norfolk Southern Tower, Three Commercial Place,
Norfolk, Virginia, on Tuesday, May 24, 1994, at 11 o'clock A.M., Eastern
Daylight Time, for the following purposes:
(1) Election of two directors to the class whose term will expire in 1997.
(2) Transaction of such other business as may properly come before the
meeting.
Stockholders of record at the close of business on March 31, 1994, will be
entitled to vote at such meeting.
By order of the Board of
Directors,
DEZORA M. MARTIN,
Corporate Secretary.
Dated: April 19, 1994
IF YOU DO NOT EXPECT TO ATTEND THE MEETING, YOU ARE URGED TO MARK, DATE AND
SIGN THE ENCLOSED PROXY AND RETURN IT IN THE ACCOMPANYING ENVELOPE.
<PAGE>
Norfolk Southern Railway Company
Three Commercial Place
Norfolk, Virginia 23510-2191
April 19, 1994
PROXY STATEMENT
This statement and the accompanying proxy will be mailed to stockholders of
Norfolk Southern Railway Company on or about April 19, 1994. The Company's
Annual Report for 1993 was mailed under separate cover beginning March 23,
1994. The proxy is solicited by the Board of Directors of the Company for use
at the Annual Meeting of Stockholders to be held May 24, 1994. The cost of
solicitation of proxies will be paid by the Company, including the
reimbursement, upon request, of brokerage firms, banks, and other institutions,
nominees and trustees for their reasonable expenses in forwarding proxy
material to beneficial owners. In addition to solicitation by mail, officers
and regular employees of the Company may solicit proxies by telephone, telegram
or personal interview at no additional compensation.
Policies are in place to safeguard the confidentiality of proxies and
ballots. The Bank of New York, New York, N.Y., which has been retained at an
estimated cost of $3,000 to assist in soliciting proxies and to tabulate all
proxies and ballots cast at the Annual Meeting, is contractually bound to
maintain the confidentiality of the voting process. Each Inspector of Election
will have taken the oath required by Virginia law to execute duties faithfully
and impartially. Members of the Board of Directors and employees of the Company
do not have access to the proxies or ballots and therefore do not know how
individual stockholders vote on any matter. However, when a stockholder writes
a question or comment on the proxy card or ballot, or when there is need to
determine the validity of a proxy or ballot, Management and/or its
representatives may be involved in providing the answer to the question or in
determining such validity.
If the enclosed proxy is properly signed and returned to The Bank of New
York, the shares represented thereby will be voted in accordance with its
terms. Any stockholder who has executed and returned a proxy and for any reason
wishes to revoke it may do so at any time before the proxy is voted by giving
prior notice of revocation in any manner to the Company, or by executing and
delivering a subsequent proxy or by attending the meeting and voting in person.
The record date for stockholders entitled to vote at the Annual Meeting is
March 31, 1994. As of February 28, 1994, the Company had issued and outstanding
1,197,027 shares of $2.60 Cumulative Preferred Stock, Series A (Preferred
Stock), and 16,668,997 shares of Common Stock. Of these shares, 1,096,833
shares of Preferred Stock, excluding 100,194 shares of Preferred Stock held by
Company subsidiaries and/or in a fiduciary capacity, and all shares of Common
Stock are entitled to one vote per share. All the Common Stock of the Company
is owned directly by Norfolk Southern Corporation (NS).
ELECTION OF DIRECTORS
The terms of John S. Shannon and John R. Turbyfill expire at the Annual
Meeting on May 24, 1994.
<PAGE>
Unless otherwise instructed on the enclosed proxy, such proxy will be voted
in favor of the reelection of Messrs. Shannon and Turbyfill to serve in the
class whose term expires in 1997. If any nominee becomes unable to serve, an
event which is not anticipated, the proxy will be voted for a substitute
nominee to be designated by the Board of Directors, or the number of directors
will be reduced.
Under Virginia law and under the Company's Articles of Incorporation and
Bylaws, directors are elected by a plurality of the votes cast by the shares
entitled to vote in the election at a meeting at which a quorum is present.
Votes that are withheld or shares that are not voted, such as those held by a
broker or other nominee who does not vote in person or return a proxy, are not
"cast" for this purpose.
The following information relates to the nominees and the directors whose
terms of office will continue after the Annual Meeting. There are no family
relationships among any of the nominees or directors nor among any of the
nominees or directors and any officer, nor is there any arrangement or
understanding between any nominee or director and any other person pursuant to
which the nominee or director was selected.
<TABLE>
<CAPTION>
SHARES OF
NORFOLK SOUTHERN
CORPORATION
COMMON STOCK
NAME, AGE, BUSINESS EXPERIENCE CURRENT BENEFICIALLY OWNED
DURING PAST 5 YEARS, DIRECTORSHIPS TERM EXPIRES/ AS OF FEBRUARY 28,
IN OTHER PUBLIC CORPORATIONS A DIRECTOR SINCE 1994/1/,/2/,/3/
---------------------------------- ---------------- ------------------
<S> <C> <C>
NOMINEES (FOR TERM EXPIRING IN 1997)
JOHN S. SHANNON, 63, Norfolk, Va., Executive Vice 1994/1982 109,495/4/
President-Law, Norfolk Southern Corporation, since June
1, 1982, and Vice President-Law, Norfolk Southern
Railway Company, since May 24, 1984. Director of several
Norfolk Southern Railway Company subsidiaries, including
Norfolk and Western Railway Company.
JOHN R. TURBYFILL, 62, Norfolk, Va., Vice Chairman, 1994/1982 155,088/5/
Norfolk Southern Corporation, and Vice President,
Norfolk Southern Railway Company, since June 1, 1993,
having served prior thereto as Executive Vice President-
Finance, Norfolk Southern Corporation and Vice
President-Finance, Norfolk Southern Railway Company,
respectively. Director of several Norfolk Southern
Railway Company subsidiaries, including Norfolk and
Western Railway Company.
</TABLE>
- - --------
Notes begin on page 4.
2
<PAGE>
<TABLE>
<CAPTION>
SHARES OF
NORFOLK SOUTHERN
CORPORATION
COMMON STOCK
NAME, AGE, BUSINESS EXPERIENCE CURRENT BENEFICIALLY OWNED
DURING PAST 5 YEARS, DIRECTORSHIPS TERM EXPIRES/ AS OF FEBRUARY 28,
IN OTHER PUBLIC CORPORATIONS A DIRECTOR SINCE 1994/1/,/2/,/3/
---------------------------------- ---------------- ------------------
<S> <C> <C>
OTHER DIRECTORS
DAVID R. GOODE, 53, Norfolk, Va., Chairman, President and 1995/1992 107,916
Chief Executive Officer, Norfolk Southern Corporation,
and President and Chief Executive Officer, Norfolk
Southern Railway Company, since September 1, 1992,
having previously become President, Norfolk Southern
Corporation, on October 1, 1991, and Executive Vice
President-Administration on January 1, 1991; Vice
President, Norfolk Southern Railway Company, on February
1, 1992, and Vice President-Administration on January 1,
1991; and having served prior thereto as Vice President-
Taxation, Norfolk Southern Corporation and Norfolk
Southern Railway Company, respectively. Director of
Norfolk Southern Corporation and of several Norfolk
Southern Railway Company subsidiaries, including Norfolk
and Western Railway Company. Director of Caterpillar,
Inc., Georgia-Pacific Corporation and TRINOVA
Corporation.
PAUL R. RUDDER, 61, Norfolk, Va., Executive Vice 1995/1990 68,059
President-Operations, Norfolk Southern Corporation, and
Vice President-Operations, Norfolk Southern Railway
Company, since March 1, 1990, having previously become
Senior Vice President- Operations, Norfolk Southern
Corporation, and Vice President, Norfolk Southern
Railway Company, on October 1, 1989, and having served
prior thereto as Vice President-Engineering, Norfolk
Southern Corporation and Norfolk Southern Railway
Company, respectively. Director of several Norfolk
Southern Railway Company subsidiaries, including Norfolk
and Western Railway Company.
</TABLE>
- - --------
Notes begin on page 4.
3
<PAGE>
<TABLE>
<CAPTION>
SHARES OF
NORFOLK SOUTHERN
CORPORATION
COMMON STOCK
NAME, AGE, BUSINESS EXPERIENCE CURRENT BENEFICIALLY OWNED
DURING PAST 5 YEARS, DIRECTORSHIPS TERM EXPIRES/ AS OF FEBRUARY 28,
IN OTHER PUBLIC CORPORATIONS A DIRECTOR SINCE 1994/1/,/2/,/3/
---------------------------------- ---------------- ------------------
<S> <C> <C>
OTHER DIRECTORS
THOMAS C. SHELLER, 63, Norfolk, Va., Executive Vice 1996/1993 48,480/6/
President-Administration, Norfolk Southern Corporation,
since October 1, 1991, and Vice President-
Administration, Norfolk Southern Railway Company, since
February 1, 1992, having served prior thereto as Vice
President-Personnel and Labor Relations of Norfolk
Southern Corporation and Norfolk Southern Railway
Company, respectively.
D. HENRY WATTS, 62, Norfolk, Va., Executive Vice 1996/1986 88,249/7/
President-Marketing, Norfolk Southern Corporation, and
Vice President and Chief Traffic Officer, Norfolk
Southern Railway Company, since July 1, 1986. Director
of several Norfolk Southern Railway Company
subsidiaries, including Norfolk and Western Railway
Company.
</TABLE>
- - --------
/1/For each named individual, the shares owned are less than 1% of the total
shares outstanding. No director or nominee owns shares of the Company's
Preferred Stock except as noted for Mr. Sheller.
/2/Unless otherwise indicated by footnote, all shares are held by the named
individuals with sole voting and investment powers.
/3/Includes shares credited to individual accounts under NS' Thrift and
Investment Plan and shares held by NS under share retention agreements
pursuant to NS' Long-Term Incentive Plan (for Mr. Shannon, this amounts to
2,109 and 11,001 shares, respectively; for Mr. Turbyfill, 8,280 and 12,761
shares; for Mr. Goode, 2,690 and 4,412 shares; for Mr. Rudder, 5,099 and 5,084
shares; for Mr. Sheller, 2,715 and 4,279 shares; and for Mr. Watts, 3,422 and
10,738 shares. The individual possesses voting power over shares held under
share retention agreements but has no investment power until the shares are
distributed. Also includes shares subject to stock options granted pursuant to
NS' Long-Term Incentive Plan and with respect to which the optionee has the
right to acquire beneficial ownership within 60 days (for Mr. Shannon, this
amounts to 60,820 shares; for Mr. Turbyfill, 108,909 shares; for Mr. Goode,
85,821 shares; for Mr. Rudder, 50,255 shares; for Mr. Sheller, 39,727 shares;
and for Mr. Watts, 60,442 shares).
/4/Includes 57 shares held by Mr. Shannon and his wife as co-trustees for
their daughter and 597 shares held by his wife as custodian for their
daughter, in which latter shares he disclaims beneficial ownership.
/5/Includes 1,837 shares held by Mr. Turbyfill's wife, in which beneficial
ownership is disclaimed.
/6/Mr. Sheller has investment control over 200 shares of the Company's
Preferred Stock, Series A, which shares are owned by his mother-in-law.
/7/Includes 13,647 shares held by Mr. Watts' wife, in which beneficial
ownership is disclaimed.
4
<PAGE>
Section 16 of the Securities and Exchange Act of 1934 requires the Company's
executive officers and directors, and any persons owning more than 10 percent
of a class of the Company's stock, to file certain reports of ownership and
changes in ownership (Forms 3, 4 and 5) with the Securities and Exchange
Commission and the New York Stock Exchange. For 1993, based solely on its
review of copies of Forms 3, 4 and 5 available to it, or written
representations that no Forms 5 were required, the Company believes that all
required Forms were timely filed.
BENEFICIAL OWNERSHIP OF NS AND COMPANY STOCK
As of February 28, 1994, 100,194 shares, or approximately 8.4%, of the
Company's Preferred Stock were held by Company subsidiaries and/or in a
fiduciary capacity. NS held 77,721 shares, or approximately 6.5%, of the
Company's Preferred Stock. To the knowledge of the Company, no other person
beneficially owns more than 5% of the Company's Preferred Stock. NS held 100%
(16,668,997 shares) of the Company's Common Stock on February 28, 1994.
All officers and directors of the Company as a group beneficially owned
1,045,095 shares of NS Common Stock and 270 shares (70 shares in which
beneficial ownership is disclaimed) of the Company's Preferred Stock, or less
than 1% of the total shares of each class of stock outstanding, as of February
28, 1994. Included in the NS Common Stock figure are 68,716 shares credited to
individual accounts under NS' Thrift and Investment Plan. Also included are
76,247 shares held by NS under share retention agreements pursuant to NS' Long-
Term Incentive Plan over which the individual possesses voting power but no
investment power until the shares are distributed, and 725,399 shares subject
to stock options granted pursuant to NS' Long-Term Incentive Plan with respect
to which optionees have the right to acquire beneficial ownership within 60
days. Also included are 16,138 shares in which beneficial ownership is
disclaimed. The shares held individually by directors whose terms of office
will continue after the Annual Meeting and nominees are included in the
information under "Election of Directors".
BOARD OF DIRECTORS AND COMMITTEES
The Board of Directors of the Company consists of six members and is divided
into three classes elected for a term of three years each, with each class
containing one third of the total number of directors. The Board of Directors
has no audit, nominating or compensation committees. In 1993, the Board of
Directors acted by unanimous written consent on forty-four separate occasions.
Each year the Board of Directors appoints an Executive Committee, which is
empowered to exercise all the authority of the Board of Directors to the extent
permitted by law when the Board is not in session. All such actions taken by
the Committee are to be reported to the Board at its meeting next succeeding
the action and are subject to revision or alteration by the Board. Executive
Committee members are David R. Goode, John S. Shannon and John R. Turbyfill.
The Committee took no action in 1993.
COMPENSATION OF DIRECTORS
Each incumbent director is also an officer of the Company and an officer of
NS and is not paid a director's fee.
5
<PAGE>
NS COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The following identifies certain business relationships between NS and
Messrs. Leisenring, Coleman, Hahn or McNair, the members of the Compensation
and Nominating Committee of the NS Board of Directors.
Mr. Goode serves as a director of Georgia-Pacific Corporation and is a member
of its Stock Option and Compensation Committee. Mr. Hahn was an executive
officer of Georgia-Pacific Corporation for a part of 1993. In 1993, Georgia-
Pacific Corporation purchased transportation services from North American Van
Lines, Inc. (NAVL), a wholly owned subsidiary of NS, in an amount totaling
approximately $705,000. Such services were provided in the ordinary course of
business on terms and conditions considered no less favorable to NAVL than if
entered into with any other party.
In 1993, NS paid approximately $192,200 to McNair & Sanford, P.A., of which
Mr. McNair is Chairman, for legal and consulting services.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Kathryn B. McQuade is Vice President-Internal Audit of the Company. Ms.
McQuade's spouse is one of approximately 6,100 partners worldwide in KPMG Peat
Marwick (KPMG), a firm of independent public accountants that has acted as
auditors for the Company since 1982. (See "Appointment of Independent
Accountants" caption on page 16.) Ms. McQuade's spouse does not participate in,
or have access to, KPMG's work for the Company. NS paid KPMG approximately $1.8
million for all services rendered during 1993.
EXECUTIVE COMPENSATION
The Chief Executive Officer and each of the named executive officers of the
Company are also officers of NS and receive no compensation for their services
solely as Company officers. Their compensation is set by the NS Board of
Directors, based on the recommendation of its Compensation and Nominating
Committee, for service in all capacities to NS and its subsidiaries. The
directors of the Company do not participate in decisions regarding
compensation. Consequently, the information which follows concerning executive
compensation reflects the compensation paid to Company officers for service in
all capacities to NS and its subsidiaries, including the Company.
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table sets forth the cash compensation paid, as well as certain
other compensation accrued or paid, to the Chief Executive Officer and to each
of the other four most highly compensated executive officers of NS for service
in all capacities to NS and its subsidiaries (including the Company) for the
fiscal years ending December 31, 1993, 1992 and 1991, except for Mr. David R.
Goode whose compensation is shown only for 1993 and 1992 (the year in which he
became Chief Executive Officer).
6
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION AWARDS
---------------------------- ---------------------
AWARDS PAYOUTS
---------- ----------
OTHER
ANNUAL SECURITIES
NAME AND COMPEN- UNDERLYING LTIP ALL OTHER
PRINCIPAL SALARY/1/ BONUS/1/ SATION/2/ OPTIONS/3/ PAYOUTS/4/ COMPENSATION/5/
POSITION YEAR ($) ($) ($) (#) ($) ($)
--------- ---- --------- -------- --------- ---------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
David R. Goode/6/ 1993 535,000 376,480 300,309/7/ 40,000 217,011 50,480
NS Chairman, President 1992 418,333 297,634 133,057 20,000 81,567 31,778
and Chief Executive
Officer
John R. Turbyfill 1993 414,583 273,086 331,359 12,500 217,011 36,924
NS Vice Chairman 1992 390,000 270,738 317,988 12,500 208,435 28,895
1991 380,000 232,066 12,500 243,763
Paul R. Rudder 1993 360,000 237,132 218,221 12,500 217,011 44,688
NS Executive Vice 1992 350,000 242,970 153,672 12,500 118,279 38,623
President-Operations 1991 300,000 183,207 12,500 82,896
John S. Shannon 1993 360,000 237,132 233,296 12,500 217,011 30,681
NS Executive Vice 1992 340,000 236,028 204,483 12,500 180,250 25,973
President-Law 1991 330,000 201,531 12,500 209,936
D. Henry Watts 1993 360,000 237,132 377,009 12,500 217,011 33,444
NS Executive Vice 1992 350,000 242,970 317,355 12,500 180,250 30,384
President-Marketing 1991 335,000 204,585 12,500 203,136
</TABLE>
- - --------
/1/Includes portion of any salary or bonus award elected to be received on a
deferred basis.
/2/Includes cash payment of dividend equivalents in an amount equal to, and
commensurate with, dividends paid on NS Common Stock on performance share
units awarded through 1992 pursuant to NS' Long-Term Incentive Plan (dividend
equivalents are not paid on performance share units awarded after 1992).
Includes amounts reimbursed for the payment of taxes on personal benefits.
Includes tax absorption payments under the Long-Term Incentive Plan for
performance share awards. Also includes the amount by which the interest
accrued on salary and bonuses deferred under the NS Officers' Deferred
Compensation Plan exceeds 120% of the applicable federal long-term rate
provided under Section 1274(d) of the Internal Revenue Code; for 1993, these
amounts were: for Mr. Goode, $25,173; Mr. Turbyfill, $137,185; Mr. Rudder,
$23,601; Mr. Shannon, $37,102; and Mr. Watts, $182,677.
/3/Options were granted without tandem SARs.
/4/Represents market value, as of the date of award, of NS Common Stock
earned pursuant to NS' Long-Term Incentive Plan for performance periods ended
December 31, 1993, 1992 and 1991. For 1991, performance shares were issued for
the three-year award period 1989-1991. For 1992, performance shares were
issued for the three-year award period 1990-1992. For 1993, performance shares
were issued for the three-year award period 1991-1993.
/5/Includes the following for 1993: (i) contributions of $4,497 to NS'
401(k) plan on behalf of each named executive officer; and (ii) total premium
payments (out-of-pocket cash cost) on "split dollar" life insurance policies
for Mr. Goode, $45,983; Mr. Turbyfill, $32,427; Mr. Rudder, $40,191;
Mr. Shannon, $26,184; and Mr. Watts, $28,947.
7
<PAGE>
/6/In accordance with the Securities and Exchange Commission's transitional
provisions applicable to the revised rules on executive officer compensation
disclosure, Mr. Goode's compensation is reported only for 1993 and 1992 (the
year in which he became Chief Executive Officer).
/7/Includes personal use, as directed by resolution of the Board of
Directors, of the Corporation's aircraft valued at $65,913, calculated on the
basis of the incremental cost of such use to the Corporation.
LONG-TERM INCENTIVE PLAN
NS' Long-Term Incentive Plan, as amended by the NS stockholders in 1989,
provides for the award of incentive stock options, non-qualified stock
options, stock appreciation rights, restricted stock and performance share
units to officers and other key employees of NS and certain of its
subsidiaries (including the Company). The Compensation and Nominating
Committee of the NS Board of Directors ("Committee") is charged with
administration of the Plan and has the sole discretion, subject to certain
limitations, to interpret the Plan; to select Plan participants; to determine
the type, size, terms and conditions of awards under the Plan; to authorize
the grant of such awards; and to adopt, amend and rescind rules relating to
the Plan.
STOCK OPTIONS
The following table sets forth certain information concerning the grant in
1993 of stock options under NS' Long-Term Incentive Plan to each named
executive officer:
OPTION/SAR* GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
GRANT DATE
INDIVIDUAL GRANTS VALUE
- - ----------------------------------------------------------------- ----------
NUMBER OF
SECURITIES % OF TOTAL
UNDERLYING OPTIONS GRANT DATE
OPTIONS GRANTED TO EXERCISE OR PRESENT
GRANTED/1/ EMPLOYEES IN BASE PRICE/2/ EXPIRATION VALUE/3/
NAME (#) FISCAL YEAR ($ PER SHARE) DATE ($)
---- ---------- ------------ ------------- ---------- ----------
<S> <C> <C> <C> <C> <C>
D. R. Goode 40,000 5.79% 63.25 1/31/2003 645,200
J. R. Turbyfill 12,500 1.81% 63.25 1/31/2003 201,625
P. R. Rudder 12,500 1.81% 63.25 1/31/2003 201,625
J. S. Shannon 12,500 1.81% 63.25 1/31/2003 201,625
D. H. Watts 12,500 1.81% 63.25 1/31/2003 201,625
</TABLE>
* No SARs were granted in 1993
- - --------
/1/Options were granted effective February 1, 1993, exercisable one year
after the date of grant. Dividend equivalents are paid in cash on these
options in an amount equal to, and commensurate with, dividends paid on NS
Common Stock.
/2/The exercise price (fair market value on date of grant) may be paid in
cash or in shares of NS Common Stock (previously owned by the optionee for at
least one year) valued at fair market value on the date of exercise.
/3/In accordance with regulations of the Securities and Exchange Commission,
the present value of the option grant at the date of grant was determined
using the Black-Scholes statistical model. The
8
<PAGE>
actual amount, if any, an executive officer may realize depends on the stock
price on the date the option is exercised; consequently, there is no assurance
the amount realized by an executive officer will be at or near the monetary
value determined by using this statistical model.
The model assumes:
(a) a stock volatility factor of 0.2007: volatility was determined by an
independent compensation consultant using monthly data averaged over the
60-month period January 1, 1988, through December 31, 1992;
(b) a dividend yield of 3.67%: yield was determined monthly and averaged
over the 60-month period January 1, 1988, through December 31, 1992; and
(c) a 1992 risk-free rate of return of 7%: this represents the return on
a comparatively "risk-free" investment in 1992, the year prior to the
issuance of these options.
These assumptions produce a Black-Scholes factor of 0.255 and a resulting
present value for the 1993 option grant of $16.13 per share. The factor
computed under the Black-Scholes formula was not adjusted to reflect that the
options cannot be exercised during the first year of their ten-year term, nor
does it reflect that dividend equivalents are paid on unexercised options.
The following table sets forth certain information concerning the exercise
of options and/or SARs by each named executive officer during 1993 and the
unexercised options and SARs held by each as of the end of 1993:
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS/SARS AT IN-THE-MONEY OPTION/SARS
SHARES FY-END AT FY-END/1/
ACQUIRED ON VALUE (#) ($)
EXERCISE REALIZED -------------------------------------- ---------------------------
NAME (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------- --------------- ---------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
D. R. Goode 0 0 50,552/2/ 40,000 1,340,238/2/ 310,000
J. R. Turbyfill 6,960/3/ 916,146/3/ 99,636/4/ 12,500 3,809,968/4/ 96,875
P. R. Rudder 0 0 37,755 12,500 983,830 96,875
J. S. Shannon 0 0 48,320 12,500 1,336,197 96,875
D. H. Watts 0 0 47,942 12,500 1,351,856 96,875
</TABLE>
- - --------
/1/Equal to the mean of the high and low trading prices on the New York
Stock Exchange-Composite Transactions ($71.00) of NS Common Stock on December
31, 1993, less the exercise prices of the options, multiplied by the number of
options.
/2/Includes 8,031 tandem SARs with a value of $338,972.
/3/Shares of NS Common Stock received upon exercise of 24,747 SARs payable
one-half in stock and one-half in cash.
/4/Includes 47,613 tandem SARs with a value of $2,311,674.
9
<PAGE>
PERFORMANCE SHARE UNITS (PSUS)
The following table sets forth certain information concerning the grant in
1993 of PSUs under NS' Long-Term Incentive Plan to each named executive
officer. PSUs entitle a recipient to "earn out" or receive performance shares
(shares of NS Common Stock) at the end of a three-year performance cycle
(1993-1995) based on NS' performance during this three-year period. For the
1993 award, corporate performance will be measured using three predetermined
and equally weighted standards; that is, each of the following performance
areas will serve as the basis for "earning out" up to one third of the
performance share units granted: (1) three-year average earnings per share
(EPS) growth over the prior three-year base period, (2) three-year average
return on average invested capital (ROAIC) and (3) three-year average annual
operating ratio measured both absolutely and in relation to average industry
performance for six major rail carriers. A more detailed discussion of these
performance criteria can be found in the Report of the NS Compensation and
Nominating Committee.
LONG-TERM INCENTIVE PLANS--AWARDS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
NUMBER OF PERFORMANCE ESTIMATED FUTURE PAYOUTS UNDER
SHARES, OR OTHER NON-STOCK PRICE-BASED PLANS
UNITS OR PERIOD UNTIL -------------------------------------
OTHER RIGHTS/1/ MATURATION THRESHOLD TARGET/2/ MAXIMUM
NAME (#) OR PAYOUT (#) (#) (#)
---- --------------- ------------ ---------- ----------- -----------
<S> <C> <C> <C> <C> <C>
D. R. Goode 20,000 01/01/93- 0 10,000 20,000
12/31/95
J. R. Turbyfill 6,250 01/01/93- 0 3,125 6,250
12/31/95
P. R. Rudder 6,250 01/01/93- 0 3,125 6,250
12/31/95
J. S. Shannon 6,250 01/01/93- 0 3,125 6,250
12/31/95
D. H. Watts 6,250 01/01/93- 0 3,125 6,250
12/31/95
</TABLE>
- - --------
/1/Performance shares, when earned out, will be held by NS for up to 60
months pursuant to a share retention agreement unless such requirement is
waived by the Committee in its sole discretion. Because performance shares
will be subject to a share retention agreement, a tax absorption payment in
cash or as additional withholding taxes, equal to any Federal and state income
taxes imposed, will be made to or on behalf of an executive officer as the
result of this "earn out".
/2/The Long-Term Incentive Plan does not provide for a performance target;
consequently, this column presents 50% of the maximum "earn out", which is
presented as a representative amount based on the percentage of the previous
fiscal year's actual "earn out" under the Plan.
PENSION PLANS
The following table sets forth the estimated annual retirement benefits
payable on a qualified joint and survivor annuity basis in specified
remuneration and years of creditable service classifications under NS'
qualified defined benefit pension plans, as well as nonqualified supplemental
pension plans that provide benefits otherwise denied participants because of
certain Internal Revenue Code limitations on qualified plan benefits. It is
assumed, for purposes of the table, that an individual retired
10
<PAGE>
in 1993 at age 65 (normal retirement age) with the maximum allowable Railroad
Retirement Act annuity. The benefits shown are in addition to amounts payable
under the Railroad Retirement Act.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF CREDITABLE SERVICE
-----------------------------------------------------------------------
REMUNERATION 25 30 35 40
------------ -------- -------- -------- --------
<S> <C> <C> <C> <C>
$200,000 $ 60,278 $ 74,309 $ 88,340 $102,372
300,000 97,778 119,309 140,840 162,372
400,000 135,278 164,309 193,340 222,372
500,000 172,778 209,309 245,840 282,372
600,000 210,278 254,309 298,340 342,372
700,000 247,778 299,309 350,840 402,372
800,000 285,278 344,309 403,340 462,372
900,000 322,778 389,309 455,840 522,372
</TABLE>
Under the pension plans, covered compensation includes salary and bonus, and
each officer can expect to receive an annual retirement benefit equal to
average annual compensation for the five most highly compensated consecutive
years out of the last ten years of creditable service multiplied by 1.5% times
total years of creditable service, but not in excess of 60% of such average
compensation, less an offset for the annual Railroad Retirement Act annuity.
The respective last five-year average compensation and approximate years of
creditable service, as of January 1, 1994, for each executive officer named in
the cash compensation table were: Mr. Goode, $467,686 and 28 years; Mr.
Turbyfill, $638,394 and 33 years; Mr. Rudder, $452,653 and 40 years; Mr.
Shannon, $553,012 and 37 years; Mr. Watts, $551,511 and 40 years.
THE NORFOLK SOUTHERN CORPORATION COMPENSATION AND
NOMINATING COMMITTEE REPORT CONCERNING THE 1993
COMPENSATION OF CERTAIN EXECUTIVE OFFICERS
This Report describes NS' officer compensation strategy, the components of
its compensation program and the manner in which 1993 compensation
determinations were made for NS' Chairman, President and Chief Executive
Officer, David R. Goode, and the four officers (collectively, including Mr.
Goode, referred to as the "Executive Officers") whose 1993 compensation is
disclosed in the Summary Compensation Table of this Proxy Statement.
Among other things, the Compensation and Nominating Committee of the NS Board
of Directors (the "Committee") is responsible for: (1) recommending to the NS
Board the salaries of corporate officers and (2) administering NS' Management
Incentive Plan ("MIP"), as adopted by the NS Board of Directors, and its Long-
Term Incentive Plan ("LTIP"), as last amended and approved by NS stockholders
in 1989. Included in the LTIP, and more particularly described below, are
awards of stock options and performance share units. The Committee is composed
entirely of non-employee directors and met six times during 1993.
11
<PAGE>
BASE SALARY: While the Committee believes that a substantial portion of
each Executive Officer's total compensation should be "performance-based",
the Committee seeks to assure that the base salaries of Executive Officers
are generally competitive with those earned by individuals in comparable
positions.
Specifically, the Committee compares Mr. Goode's base salary with those
paid to the chief executive officers of all other holding companies of
Class I railroads and of other American corporations of comparable revenue
size. The base salaries of the other Executive Officers--as is true of all
officers of NS--are evaluated, principally by Mr. Goode, relative to survey
data of base pay for comparable positions at a large number of American
corporations of comparable revenue size. This information is compiled by
NS' Personnel Department and by an outside consultant. The Committee's
general intention is to set the base salaries of Executive Officers between
the 50th and 75th percentiles of their peers in the respective groups with
which they are compared.
Mr. Goode discusses with the Committee the specific contributions and
performance of each of the Executive Officers. Based on such subjective
evaluations, comparative salary data and each Executive Officer's length of
service in his current position, Mr. Goode makes base salary
recommendations which are submitted for Committee and Board approval.
Mr. Goode makes no recommendations concerning, nor does he play any role in
determining, his base salary (or other compensation), which is set by the
NS Board. As noted, the Committee customarily seeks to set the Chairman's
base salary between the 50th and 75th percentiles of the base salaries paid
to chairmen of the other holding companies of Class I railroads and other
American corporations of comparable revenue size. Because Mr. Goode became
Chairman of NS in 1992, his base salary in 1993 was below the 50th
percentile; the base salary of other Executive Officers in 1993 was at
about the 50th percentile.
For 1993, Mr. Goode's salary was increased by 9%. This 1993 increase, not
tied to or reflecting application of any specific formula, reflects both
NS' total operating revenues and net income in 1992, despite a sluggish
economy and reduced coal traffic, and the NS Board's confidence in Mr.
Goode's leadership. The Committee recommended and the NS Board approved
average increases of 4.84% for each of the other Executive Officers; these
increases were based on Mr. Goode's recommendations and the Corporation's
1992 performance.
MANAGEMENT INCENTIVE PLAN (MIP): NS' MIP is designed and administered to
ensure that a significant portion of each Executive Officer's annual cash
compensation is based on NS' annual profitability. MIP awards to Executive
Officers, and other MIP participants, are paid from an annual incentive
fund equal to a percentage (from 0.75% to 1.5%) of NS' adjusted pretax net
income when NS' annual return on average invested capital (ROAIC) equals or
exceeds 10%. For 1993, 288 key NS employees, including the Executive
Officers, earned MIP awards. The 1993 MIP award earned by Mr. Goode
represented 70.37% of his 1993 salary. 1993 MIP awards earned by the four
other Executive Officers equaled 65.87% of their 1993 salaries.
12
<PAGE>
The Committee set the maximum amount of Mr. Goode's incentive pay (paid at
the discretion of the Committee and based on available MIP funds) at 80% of
his salary during 1993, and at 75% of salary for the other Executive
Officers. Incentive pay opportunities for Mr. Goode are determined annually
by the Committee by comparing Mr. Goode's incentive pay with that paid to
the chief executive officers of all other holding companies of Class I
railroads and of other American corporations of comparable revenue size.
Incentive pay opportunities for the other Executive Officers are determined
annually by the Committee based on its review of the annual cash
compensation of comparable positions at a large number of American
companies of comparable revenue size.
NS' base salaries have tended to be lower than at comparable organizations,
and its incentive pay opportunities have tended to be higher. When NS
achieves MIP profitability goals, the Executive Officers' base salary and
MIP awards are competitive with the annual cash compensation paid by
comparable organizations. In years in which those goals are not realized,
the Executive Officers will receive less (or no) incentive pay. Mr. Goode's
1993 MIP award approximates the 50th percentile with respect to 1992
bonuses earned by chief executive officers in his peer group. The 1993 MIP
award paid to the other Executive Officers approximates the 75th percentile
with respect to 1992 bonuses earned by individuals in similar positions in
their respective peer group.
LONG-TERM INCENTIVE PLAN (LTIP): The Committee believes that a substantial
component of the Executive Officers' total compensation should be based on
and reflect NS' longer-term earnings growth, its profitability and the
total returns (stock price appreciation and dividends) realized by NS'
stockholders. This is achieved by annual grants of stock options and
performance share units and through share retention agreements entered into
with the Executive Officers. These LTIP arrangements ensure that the
longer-term financial interests of the Executive Officers are directly
aligned with those of NS' stockholders and provide the Executive Officers
with the opportunity to acquire a meaningful beneficial stock ownership
position in NS.
At its January 1993 meeting, the Committee granted stock options to each of
the five Executive Officers and to 292 other key NS employees. Stock
options were granted with an exercise price equal to the market value of
the shares on the date of grant. These options are exercisable during a
ten-year period following the date of grant, after a one-year period has
elapsed.
The 1993 grants of performance share units provide the Executive Officers,
and other recipients, with the opportunity to earn shares of NS Common
Stock during the first quarter of 1996. The number of performance share
units, and equivalent NS common shares, that are earned by recipients is
based on NS' three-year (i.e., 1993-1995) earnings per share growth, three-
year average ROAIC and three-year average operating ratio evaluated
relative to pre-established performance criteria set out in the schedules
below. One third of the performance share units granted are available to be
earned based on each of the three performance criteria.
13
<PAGE>
<TABLE>
<CAPTION>
EARNINGS PER SHARE ROAIC
- - ---------------------------------------------- ---------------------------------------
PERCENTAGE OF PERCENTAGE OF
THREE-YEAR PERFORMANCE THREE-YEAR PERFORMANCE
AVERAGE EPS SHARE UNITS AVERAGE SHARE UNITS
GROWTH EARNED ROAIC EARNED
- - ---------------------------------------------- ---------------------------------------
<S> <C> <C> <C>
40% 100% 20% 100%
35% 90% 19% 90%
30% 80% 18% 80%
25% 60% 17% 70%
20% 40% 16% 60%
15% 20% 15% 50%
Below 15% 0% 14% 40%
13% 20%
Below 13% 0%
--------------------------------------------- ----------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- - ------------------------------------------------------------------------------------------
3-YEAR AVERAGE OPERATING RATIO (OPR)
- - ------------------------------------------------------------------------------------------
AVERAGE OF A AND B = PERCENTAGE OF PERFORMANCE SHARE UNITS
EARNED UNDER OPERATING RATIO CRITERIA
- - ------------------------------------------------------------------------------------------
A B
- - ------------------------------------------------------------------------------------------
PERCENTAGE OF 3-YEAR AVERAGE PERCENTAGE OF
PERFORMANCE NS OPR BELOW PERFORMANCE
NS 3-YEAR SHARE UNITS INDUSTRY OPR SHARE UNITS
OPR AVERAGE EARNED AVERAGE EARNED
- - ------------------------------------------------------------------------------------------
<S> <C> <C> <C>
70% 100% 15.0+ 100%
75% 90% 10.0 80%
80% 80% 7.5 70%
85% 60% 5.0 60%
90% 40% 2.5 30%
Greater than 0% 0.0 0%
90%
- - -------------------------------------------------------------------------------------------
</TABLE>
All stock options and performance share units granted in 1993 to Executive
Officers were subject to the following terms. During the period that the
stock options remain outstanding (i.e., until such time as they are
exercised by the Executive Officer), NS pays cash dividend equivalents on
such options to the Executive Officers. At the time performance share units
are earned, NS makes a cash payment so the Executive Officers can pay taxes
due on the value of such performance shares. In exchange for these cash
payments, the Executive Officers have entered into share retention
agreements with NS whereby they have agreed to have NS hold performance
shares for a period of up to five years following the date such performance
shares were earned.
In 1993, Mr. Goode was granted 40,000 stock options and 20,000 performance
share units. The other Executive Officers as a group were awarded 50,000
stock options and 25,000 performance share units. In determining the size
of these awards, the size of prior grants was analyzed within a current
total compensation framework predicated on a review of both the long-term
awards and the total compensation (base salary, bonus and long-term awards)
of comparable positions at a
14
<PAGE>
number of U.S. companies. Specifically, the Committee compares Mr. Goode to
the chief executive officers of all other holding companies of Class I
railroads and of other American corporations of comparable revenue size.
The other Executive Officers are evaluated relative to survey data for
comparable positions at a large number of American corporations of
comparable revenue size. Based on this review, the number of stock options
and performance share units granted is fixed so as to place Mr. Goode and
the other Executive Officers above the 75th percentile of total
compensation for their respective peer groups. These award opportunities
and this total compensation will be attained only if future corporate
performance warrants.
The mix of options and performance share units may vary from year to year
to reflect an analysis of the relative value of each type of award. Since
the inception of the Plan, this analysis has resulted in a general practice
of granting options to performance share units in a ratio of 2 to 1.
The Committee believes that compensation of the Executive Officers is
competitive with that of comparable corporations. More importantly, the
Committee believes Executive Officer compensation has been appropriately
structured and administered so that a substantial component of total
compensation is dependent upon, and directly related to, NS' annual and
longer-term earnings growth, its profitability and the total returns to NS'
stockholders.
Regulations of the Securities and Exchange Commission require the Committee
to report to stockholders on actions the Committee has taken as a result of
the Revenue Reconciliation Act of 1993 (RRA)--even though that legislation had
no effect on the Committee's compensation decisions for Executive Officers
that became effective in 1993. RRA amended Section 162 of the Internal Revenue
Code to eliminate the deductibility of certain compensation over $1 million
paid to executive officers. A review of the proposed regulations interpreting
this provision suggests that a number of NS' compensation arrangements meet
many of the requirements for so-called "performance-based" compensation and
should not be subject to the limitation on tax deductibility. Since it is not
anticipated that this provision will affect the deductibility of amounts paid
under NS' 1994 compensation arrangements, the Committee believes it is not yet
appropriate to formulate a final response to the new tax provision and will
continue to monitor the matter and, as necessary, make recommendations to the
NS Board.
E. B. Leisenring, Jr., Chairman
L. E. Coleman, Member
T. M. Hahn, Jr., Member
R. E. McNair, Member
15
<PAGE>
PERFORMANCE GRAPH
The performance graph comparing the yearly percentage change in the
cumulative total stockholder return on the Company's Common Stock with the
cumulative total return of the S&P Composite 500 Stock Index and a published
industry index has been omitted because the Company's Common Stock is owned
entirely by NS and is not publicly traded.
APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors has appointed the firm of KPMG Peat Marwick,
independent public accountants, to audit the books, records and accounts of the
Company for the year 1994. This firm has acted as auditors for the Company
since June 1, 1982.
Representatives of KPMG Peat Marwick are expected to be present at the Annual
Meeting, with the opportunity to make a statement if they so desire, and
available to respond to appropriate questions.
STOCKHOLDER PROPOSALS
Stockholders are entitled to submit proposals on matters appropriate for
stockholder action consistent with regulations of the Securities and Exchange
Commission. In order for a stockholder proposal for the 1995 Annual Meeting of
Stockholders to be eligible for inclusion in the Company's proxy statement and
form of proxy, it must be received by the Corporate Secretary, Norfolk
Southern Railway Company, Three Commercial Place, Norfolk, Virginia 23510-2191,
no later than December 20, 1994.
OTHER MATTERS
The Board of Directors does not know of any matters to be presented at the
Annual Meeting other than as set forth above. However, if any other matters
come before the meeting, the proxies received pursuant to this solicitation
will be voted thereon in accordance with the judgment of the person or persons
acting under the proxies.
By order of the Board of
Directors,
DEZORA M. MARTIN,
Corporate Secretary.
16
<PAGE>
NORFOLK SOUTHERN RAILWAY COMPANY
THREE COMMERCIAL PLACE, NORFOLK, VIRGINIA 23510-2191
This Proxy is solicited on Behalf of the Board of Directors
The undersigned hereby appoints Dezora M. Martin, Thomas C. Sheller or D.
Henry Watts, and each or any of them, proxy for the undersigned, with power of
substitution, to vote with the same force and effect as the undersigned at the
annual meeting of stockholders of Norfolk Southern Railway Company to be held
at Three Commercial Place, Norfolk, Virginia, on Tuesday, May 24, 1994, and
any adjournments thereof, upon the matters more fully set forth in the Proxy
Statement and to transact such other business as may properly come before the
meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED ON
THE OTHER SIDE BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTED FOR THE ELECTION OF DIRECTORS.
(Continued, and to be MARKED, DATED AND SIGNED on the other side)
<PAGE>
Please mark boxes [ ] or [X] in blue or black ink.
(1) Election of Directors FOR all nominees listed WITHHOLD AUTHORITY to
below, except as marked vote for all nominees
to the contrary (see listed below.
instruction).
John S. Shannon and John R. Turbytill
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH THAT NOMINEE'S NAME IN THE LIST ABOVE.)
Address Change and/or
Comments Mark Here
PROXY DEPARTMENT
NEW YORK, N.Y. 10203-0139
Sign exactly as name appears herein.
Attorneys-in-fact, directors, trustees,
guardians, corporate officers, etc.,
should give full title.
Dated: , 1994
--------------------------
-------------------------------------
(SIGNATURE)
-------------------------------------
(SIGNATURE)
- - -----------------------------------------------------
PLEASE MARK, DATE, SIGN AND RETURN THE PROXY PROMPTLY
- - -----------------------------------------------------
