UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
Norfolk Southern Railway Company
_________________________________________________________________
(Name of Issuer)
$2.60 Cumulative Preferred Stock, Series A
(no par value, $50 stated value)
_________________________________________________________________
(Title of Class of Securities)
655855 20 3
________________________________
(CUSIP Number)
John S. Shannon, Esq.
Executive Vice President - Law
Norfolk Southern Corporation
Three Commercial Place
Norfolk, Virginia 23510-2191
(804) 629-2630
_________________________________________________________________
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 24, 1994
_______________________________________________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement
[ ].
Page 1 of 24
SCHEDULE 13D
CUSIP No. 655855 20 3
(1) Name and I.R.S. Identification Number
NORFOLK SOUTHERN CORPORATION
52-1188014
(2) Check the appropriate box if a member (a) [ ]
of a group: (b) [X]
(3) SEC Use Only
(4) Source of Funds: WC, AF
(5) Check box if disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e) [ ]
(6) Citizenship or Place of Organization: Virginia
(7) Sole Voting Power: 80,921 (see Item 5)
(8) Shared Voting Power: 0 (see Item 5)
(9) Sole Dispositive Power: 80,921 (see Item 5)
(10) Shared Dispositive Power: 100,120 (see Item 5)
(11) Aggregate Amount Beneficially Owned
by Each Reporting Person: 181,041 (see Item 5)
(12) Check Box if the Aggregate Amount
in Row (11) Excludes Certain Shares [ ]
(13) Percent of Class Represented by
Amount in Row (11) Approximately 15.1%
(14) Type of Reporting Person HC, CO
Page 2 of 24
SCHEDULE 13D
CUSIP No. 655855 20 3
(1) Name and I.R.S. Identification Number
NORFOLK SOUTHERN RAILWAY COMPANY
53-6002016
(2) Check the appropriate box if a member (a) [ ]
of a group (b) [X]
(3) SEC Use Only
(4) Source of Funds: AF
(5) Check box if disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e) [ ]
(6) Citizenship or Place of Organization: Virginia
(7) Sole Voting Power: 0 (see Item 5)
(8) Shared Voting Power: 0 (see Item 5)
(9) Sole Dispositive Power: 0 (see Item 5)
(10) Shared Dispositive Power: 100,120 (see Item 5)
(11) Aggregate Amount Beneficially Owned
by Each Reporting Person: 100,120 (see Item 5)
(12) Check Box if the Aggregate Amount
in Row (11) Excludes Certain Shares [ ]
(13) Percent of Class Represented by
Amount in Row (11) Approximately 8.4%
(14) Type of Reporting Person CO
Page 3 of 24
SCHEDULE 13D
CUSIP No. 655855 20 3
(1) Name and I.R.S. Identification Number
NORFOLK AND WESTERN RAILWAY COMPANY
54-0321560
(2) Check the appropriate box if a member (a) [ ]
of a group (b) [X]
(3) SEC Use Only
(4) Source of Funds: AF
(5) Check box if disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e) [ ]
(6) Citizenship or Place of Organization: Virginia
(7) Sole Voting Power: 0 (see Item 5)
(8) Shared Voting Power: 0 (see Item 5)
(9) Sole Dispositive Power: 0
(10) Shared Dispositive Power: 90,342 (see Item 5)
(11) Aggregate Amount Beneficially Owned
by Each Reporting Person: 90,342 (see Item 5)
(12) Check Box if the Aggregate Amount
in Row (11) Excludes Certain Shares [ ]
(13) Percent of Class Represented by
Amount in Row (11) Approximately 7.6%
(14) Type of Reporting Person CO
Page 4 of 24
SCHEDULE 13D
CUSIP No. 655855 20 3
(1) Name and I.R.S. Identification Number
GEORGIA SOUTHERN AND FLORIDA RAILWAY COMPANY
53-6001292
(2) Check the appropriate box if a member (a) [ ]
of a group (b) [X]
(3) SEC Use Only
(4) Source of Funds: WC
(5) Check box if disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e) [ ]
(6) Citizenship or Place of Organization: Georgia
(7) Sole Voting Power: 0 (see Item 5)
(8) Shared Voting Power: 0 (see Item 5)
(9) Sole Dispositive Power: 0
(10) Shared Dispositive Power: 204 (see Item 5)
(11) Aggregate Amount Beneficially Owned
by Each Reporting Person: 204 (see Item 5)
(12) Check Box if the Aggregate Amount
in Row (11) Excludes Certain Shares [ ]
(13) Percent of Class Represented by
Amount in Row (11) Approximately 0.02%
(14) Type of Reporting Person CO
Page 5 of 24
SCHEDULE 13D
CUSIP No. 655855 20 3
(1) Name and I.R.S. Identification Number
HIGH POINT, RANDLEMAN, ASHEBORO
AND SOUTHERN RAILROAD COMPANY
52-0792624
(2) Check the appropriate box if a member (a) [ ]
of a group (b) [X]
(3) SEC Use Only
(4) Source of Funds: WC
(5) Check box if disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e) [ ]
(6) Citizenship or Place of Organization: North Carolina
(7) Sole Voting Power: 0 (see Item 5)
(8) Shared Voting Power: 0 (see Item 5)
(9) Sole Dispositive Power: 0
(10) Shared Dispositive Power: 3,920 (see Item 5)
(11) Aggregate Amount Beneficially Owned
by Each Reporting Person: 3,920 (see Item 5)
(12) Check Box if the Aggregate Amount
in Row (11) Excludes Certain Shares [ ]
(13) Percent of Class Represented by
Amount in Row (11) Approximately 0.3%
(14) Type of Reporting Person CO
Page 6 of 24
SCHEDULE 13D
CUSIP No. 655855 20 3
(1) Name and I.R.S. Identification Number
RAIL INVESTMENT COMPANY
54-1602007
(2) Check the appropriate box if a member (a) [ ]
of a group (b) [X]
(3) SEC Use Only
(4) Source of Funds: WC
(5) Check box if disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e) [ ]
(6) Citizenship or Place of Organization: Delaware
(7) Sole Voting Power: 0 (see Item 5)
(8) Shared Voting Power: 0 (see Item 5)
(9) Sole Dispositive Power: 0
(10) Shared Dispositive Power: 90,342 (see Item 5)
(11) Aggregate Amount Beneficially Owned
by Each Reporting Person: 90,342 (see Item 5)
(12) Check Box if the Aggregate Amount
in Row (11) Excludes Certain Shares [ ]
(13) Percent of Class Represented by
Amount in Row (11) Approximately 7.6%
(14) Type of Reporting Person CO
Page 7 of 24
SCHEDULE 13D
CUSIP No. 655855 20 3
(1) Name and I.R.S. Identification Number
STATE UNIVERSITY RAILROAD COMPANY
53-6002038
(2) Check the appropriate box if a member (a) [ ]
of a group (b) [X]
(3) SEC Use Only
(4) Source of Funds: WC
(5) Check box if disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e) [ ]
(6) Citizenship or Place of Organization: North Carolina
(7) Sole Voting Power: 0 (see Item 5)
(8) Shared Voting Power: 0 (see Item 5)
(9) Sole Dispositive Power: 0
(10) Shared Dispositive Power: 1,640 (see Item 5)
(11) Aggregate Amount Beneficially Owned
by Each Reporting Person: 1,640 (see Item 5)
(12) Check Box if the Aggregate Amount
in Row (11) Excludes Certain Shares [ ]
(13) Percent of Class Represented by
Amount in Row (11) Approximately 0.1%
(14) Type of Reporting Person CO
Page 8 of 24
SCHEDULE 13D
CUSIP No. 655855 20 3
(1) Name and I.R.S. Identification Number
YADKIN RAILROAD COMPANY
52-0793037
(2) Check the appropriate box if a member (a) [ ]
of a group (b) [X]
(3) SEC Use Only
(4) Source of Funds: WC
(5) Check box if disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e) [ ]
(6) Citizenship or Place of Organization: North Carolina
(7) Sole Voting Power: 0 (see Item 5)
(8) Shared Voting Power: 0 (see Item 5)
(9) Sole Dispositive Power: 0
(10) Shared Dispositive Power: 4,014 (see Item 5)
(11) Aggregate Amount Beneficially Owned
by Each Reporting Person: 4,014 (see Item 5)
(12) Check Box if the Aggregate Amount
in Row (11) Excludes Certain Shares [ ]
(13) Percent of Class Represented by
Amount in Row (11) Approximately 0.3%
(14) Type of Reporting Person CO
Page 9 of 24
This Statement amends and restates the Schedule 13D dated
June 21, 1989, as amended by Amendment No. 1 dated January 11,
1990, Amendment No. 2 dated August 8, 1990, Amendment No. 3
dated May 22, 1991, Amendment No. 4 dated February 7, 1992, and
Amendment No. 5 dated April 8, 1992 (the "Schedule 13D"), of
Norfolk Southern Corporation; Norfolk Southern Railway Company;
Norfolk and Western Railway Company; Georgia Southern and Florida
Railway Company (successor to The Georgia Northern Railway
Company); High Point, Randleman, Asheboro and Southern Railroad
Company; Rail Investment Company (successor to The National
Investment Company); State University Railroad Company; and
Yadkin Railroad Company, relating to the Preferred Stock of
Norfolk Southern Railway Company (formerly CUSIP number 843673 40
1, changed to CUSIP 655855 20 3, following the Issuer's corporate
name change from Southern Railway Company to Norfolk Southern
Railway Company).
Item 1. Security and Issuer.
This statement relates to the $2.60 Cumulative Preferred
Stock, Series A (no par value, $50 stated value)(the "Preferred
Stock") of Norfolk Southern Railway Company, a Virginia
corporation (the "Issuer"). Prior to December 31, 1990, the
Issuer's corporate name was "Southern Railway Company."
Effective December 31, 1990, the Issuer's Articles of
Incorporation were amended to change its corporate name to
Norfolk Southern Railway Company. Subsequently, the corporate
name change was reflected in a supplement to the prior listing
application filed with the New York Stock Exchange, Inc., and the
Preferred Stock of the renamed entity was assigned the CUSIP
number 655855 20 3. The Issuer's principal executive offices are
located at Three Commercial Place, Norfolk, Virginia 23510-2191.
Item 2. Identity and Background.
This statement is filed by Norfolk Southern Corporation, a
Virginia corporation ("NS"), and by the following corporations
which are direct or indirect subsidiaries of NS: (i) the Issuer,
(ii) Norfolk and Western Railway Company, a Virginia corporation
("NW"), (iii) Georgia Southern and Florida Railway Company, a
Georgia corporation ("GSF"), as successor by merger to The
Georgia Northern Railway Company, (iv) High Point, Randleman,
Asheboro and Southern Railroad Company, a North Carolina
corporation ("HPRAS"), (v) Rail Investment Company, a Delaware
corporation ("RIC"), as successor by merger to The National
Investment Company, (vi) State University Railroad Company, a
North Carolina corporation ("SURC"), and (vii) Yadkin Railroad
Company, a North Carolina corporation ("Yadkin") (collectively,
together with NS, the "Filing Persons"). The principal executive
offices of the Filing Persons are located at Three Commercial
Place, Norfolk, Virginia 23510-2191.
Page 10 of 24
NS controls the Issuer, a major operating railroad, and
North American Van Lines, Inc., a major motor carrier ("NAVL").
The railroad system's lines extend over more than 14,500 miles of
road in 20 states, primarily in the Southeast and Midwest, and
the Province of Ontario, Canada. NAVL provides household moving
and specialized handling freight services in the United States
and Canada, and also offers certain motor carrier services
worldwide. NW, GSF, HPRAS, SURC and Yadkin are railroad
subsidiaries of the Issuer. RIC, a wholly owned subsidiary of
NW, holds various investments, principally securities of the
Issuer and its affiliates.
NS owns all the common stock of and controls the Issuer. NW
and GSF are wholly owned subsidiaries of the Issuer. RIC is a
wholly owned subsidiary of NW. The Issuer owns approximately 86%
of the common stock of HPRAS, approximately 54% of the common
stock of SURC, and approximately 90% of the common stock of
Yadkin.
Annexed hereto as Appendix I to Item 2 is a list of the
executive officers and directors of the Filing Persons, together
with certain information regarding each such person.
During the last five years, to the knowledge of the Filing
Persons, none of their executive officers or directors has (a)
been convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors) or (b) been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or
is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with
respect to such laws.
To the knowledge of the Filing Persons, all of the executive
officers and directors of the Filing Persons are citizens of the
United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
On May 24, 1994, NS purchased 3,200 shares of Preferred
Stock, pursuant to an unsolicited offer to sell, for an aggregate
cash consideration of $121,440.00.
In the period beginning June 2, 1989, and ending May 23,
1994, NS had purchased and acquired a total of 77,626 shares of
Preferred Stock for an aggregate cash consideration (including
brokerage commissions) of $2,672,038.90.
Page 11 of 24
The full amount of the cash consideration and brokerage
commissions for all 80,826 shares of Preferred Stock purchased
from June 2, 1989, through May 24, 1994, was $2,793,478.90 and
was paid from internally generated funds of NS. For most
purchases, NS has paid brokerage commissions of $0.10 per share.
However, a significant number of shares has been purchased
directly by NS through unsolicited offers to sell without payment
of brokerage commissions.
Item 4. Purpose of Transaction.
On June 2, 1989, NS announced that it intended to purchase
up to 250,000 shares of Preferred Stock on the open market during
the subsequent two-year period. In May 1991, NS extended the
previously announced stock purchase program through 1993. In
March 1994, NS announced that it would continue purchasing up to
250,000 shares of Preferred Stock through 1996. The purpose of
the stock purchase program is to increase NS's ownership interest
in the Issuer. In addition, NS believes such purchases will be
an effective use of its available funds to obtain an attractive
return on the investment of those funds.
By decision dated March 19, 1982, in Finance Docket No.
29430 (Sub-No. 1), Norfolk Southern Corporation - Control -
Norfolk & W. Ry. Co. and Southern Ry. Co., the Interstate
Commerce Commission ("ICC") authorized NS to acquire control of
the Issuer and NW through stock ownership. All the common stock
of the Issuer is owned directly by NS. The Issuer owns directly
and NS owns indirectly all the common stock of NW.
Prior to June 2, 1989, the Filing Persons (or their
predecessors) owned directly the following numbers of shares of
Preferred Stock:
<TABLE>
<S> <C>
NS 95 shares
GSF 204 shares
HPRAS 3,920 shares
RIC 90,342 shares
SURC 1,640 shares
Yadkin 4,014 shares
Total 100,215 shares
</TABLE>
Under Virginia law, the shares owned by GSF, HPRAS, RIC, SURC and
Yadkin are not entitled to vote because such shares are owned by
or through majority-owned subsidiaries of the Issuer. Shares
owned by NS are entitled to vote.
Page 12 of 24
NS, through its control of the Issuer, also controls NW,
GSF, HPRAS, RIC, SURC and Yadkin. The Issuer has been and is on
the date hereof included as part of NS for purposes of
consolidated federal income tax reporting.
The Preferred Stock is entitled to a dividend at the annual
rate of $2.60 per share and is entitled to one vote per share on
all matters. In the event of voluntary or involuntary
liquidation of the Issuer, holders of shares of Preferred Stock
are entitled to a fixed liquidation price of $50.00 per share
plus accrued dividends in arrears. The Issuer has the right, at
its option, to redeem all or any part of the Preferred Stock at
the fixed redemption price of $50.00 per share plus accrued
dividends.
NS determined to purchase additional shares of Preferred
Stock to increase its ownership interest in the Issuer consistent
with the authorization of the ICC. NS intends to continue to
exercise control through stock ownership over the Issuer and the
purchase of additional shares enables NS to increase its voting
control. NS also determined that purchasing shares of Preferred
Stock on the open market at prevailing prices would provide an
attractive use of its available funds because it would reduce the
amounts payable to public stockholders as dividends on the
Preferred Stock.
Under the purchase program commenced in 1989, NS intends to
purchase up to 250,000 shares of Preferred Stock in addition to
the 100,215 shares owned directly or indirectly by NS prior to
June 2, 1989. In this connection, NS plans to solicit through a
broker offers to sell shares of Preferred Stock. The Filing
Persons have no plans or proposals to dispose of any shares of
Preferred Stock or other stock of the Issuer; however, at a later
date NW, GSF, HPRAS, RIC, SURC or Yadkin may sell or transfer
shares of Preferred Stock to NS or another subsidiary of NS. Any
such shares that may be sold or transferred to NS could then be
voted by NS pursuant to Virginia law.
Other than as set forth herein, the Filing Persons have no
plans or proposals which relate to or would result in any
transaction, change or event specified in clauses (a) through (j)
in Item 4 of Schedule 13D promulgated by the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as
amended.
Item 5. Interest in Securities of the Issuer.
As of the date of this statement, the Issuer had 1,197,027
shares of Preferred Stock outstanding. The aggregate number of
shares and the approximate percentage of the class of Preferred
Stock beneficially owned by each Filing Person as of the date
hereof is set forth below:
Page 13 of 24
<TABLE>
<CAPTION>
Filing Person No. of Shares Percentage
<S> <C> <C>
NS 181,041 15.12%
Issuer 100,120 8.36%
NW 90,342 7.55%
GSF 204 0.02%
HPRAS 3,920 0.33%
RIC 90,342 7.55%
SURC 1,640 0.14%
Yadkin 4,014 0.34%
</TABLE>
NS owns all the common stock of and controls the Issuer. Through
stock control of GSF, HPRAS, RIC (through stock control of NW),
SURC and Yadkin, the Issuer beneficially owns the 100,120 shares
(or approximately 8.4% of the outstanding shares) of Preferred
Stock owned directly by those companies. However, shares owned
by the Issuer's subsidiaries are not entitled to vote under
Virginia law.
The numbers of shares of Preferred Stock as to which each
Filing Person has the sole or shared power to vote (or to direct
the vote) and the sole or shared power to dispose (or to direct
the disposition) are as follows:
<TABLE>
<CAPTION>
Power to Vote Power to Dispose or
or to Direct the Vote to Direct the Disposition
Filing Person Sole Shared Sole Shared
<S> <C> <C> <C> <C>
NS 80,921 0 80,921 100,120
Issuer 0 0 0 100,120
NW 0 0 0 90,342
GSF 0 0 0 204
HPRAS 0 0 0 3,920
RIC 0 0 0 90,342
SURC 0 0 0 1,640
Yadkin 0 0 0 4,014
</TABLE>
During the sixty days ended on the date hereof, none of the
Filing Persons nor, to the knowledge of any of the Filing
Persons, any of the persons named in Appendix I to Item 2 hereof
has effected any transactions in Preferred Stock other than as
set forth in Items 3 and 5 hereof or described in Appendix I to
Item 5 annexed hereto.
Page 14 of 24
To the knowledge of the Filing Persons, no subsidiary of any
of the Filing Persons (other than the Filing Persons) and no
executive officer or director of any of the Filing Persons
beneficially owns any shares of Preferred Stock and none of them
has, or knows of any other person who has, the right to receive
or the power to direct the receipt of dividends from, or the
proceeds from the sale of, any shares of Preferred Stock
beneficially owned by the Filing Persons, except as described in
Appendix I to Item 5 annexed hereto.
Item 6. Contracts, Arrangements, Understandings, or
Relationships with Respect to Securities of the Issuer.
Since the time NS acquired control of the Issuer through
stock ownership, NS has elected its nominees as directors of the
Issuer. The current directors and officers of the Issuer are
also officers of NS. Because NS beneficially owns a majority of
the Issuer's voting stock, NS has sufficient voting control to
elect all directors of the Issuer. NS has in the past voted and
intends to continue to vote its shares of common stock and
Preferred Stock for its nominees for election as directors of the
Issuer. The officers and directors of the Issuer also are
officers and/or directors of NS and certain of the other Filing
Persons as shown in Appendix I to Item 2.
NS has engaged a broker to purchase from time to time on the
open market at prevailing prices shares of the Preferred Stock
pursuant to the stock purchase program initiated by NS in 1989.
Other than as described herein, none of the Filing Persons,
nor to the knowledge of any of the Filing Persons, any of the
persons listed in Appendix I to Item 2 has any contracts,
arrangements, understandings or relationships (legal or
otherwise) with any person with respect to any securities of the
Issuer, including but not limited to transfer or voting of any of
the shares of Preferred Stock, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of
profits, division of profit or loss, or the giving or withholding
of proxies.
Item 7. Material to be Filed as Exhibits.
None.
Page 15 of 24
SIGNATURES
After reasonable inquiry and to the best of their knowledge
and belief, the undersigned certify that the information set
forth in this statement is true, complete and correct.
Dated:
NORFOLK SOUTHERN CORPORATION
By /s/ William J. Romig
Vice President and Treasurer
NORFOLK SOUTHERN RAILWAY COMPANY
By /s/ William J. Romig
Vice President
NORFOLK AND WESTERN RAILWAY COMPANY
By /s/ William J. Romig
Vice President
GEORGIA SOUTHERN AND FLORIDA RAILWAY
COMPANY
By /s/ William J. Romig
Vice President
HIGH POINT, RANDLEMAN, ASHEBORO AND
SOUTHERN RAILROAD COMPANY
By /s/ William J. Romig
Vice President
RAIL INVESTMENT COMPANY
By /s/ William J. Romig
President
STATE UNIVERSITY RAILROAD COMPANY
By /s/ William J. Romig
Vice President
YADKIN RAILROAD COMPANY
By /s/ William J. Romig
Vice President
Page 16 of 24
Appendix I to Item 2
I. The name, principal occupation and principal business
address of each director of Norfolk Southern Corporation
(NS) is set forth below.
(1) Gerald L. Baliles, a director of NS, is principally
employed as a partner in the law firm of Hunton & Williams.
Mr. Baliles's business address is 951 E. Byrd Street, Riverfront
Plaza, East Tower, Richmond, Virginia 23219-4074.
(2) Gene R. Carter, a director of NS, is principally
employed as Executive Director of the Association for Supervision
and Curriculum Development. Dr. Carter's business address is
1250 N. Pitt Street, Alexandria, Virginia 22314-1403.
(3) Lester E. Coleman, a director of NS, is principally
employed as Chairman and Chief Executive Officer of The Lubrizol
Corporation (diversified specialty chemical company). Dr.
Coleman's business address is 29400 Lakeland Boulevard,
Wickliffe, Ohio 44092.
(4) David R. Goode, a director of NS, is principally
employed as Chairman, President, and Chief Executive Officer of
NS. Mr. Goode's business address is Three Commercial Place,
Norfolk, Virginia 23510-2191.
(5) T. Marshall Hahn, Jr., a director of NS, is
principally employed as Honorary Chairman of the Board of
Georgia-Pacific Corporation (manufacturer and distributor of
building products, pulp and paper products and chemicals). Mr.
Hahn's business address is P. O. Box 105605, Atlanta, Georgia
30348-5605.
(6) Landon Hilliard, a director of NS, is principally
employed as Partner, Brown Brothers Harriman & Co. (private
bank). Mr. Hilliard's business address is 59 Wall Street, New
York, New York 10005.
(7) E. B. Leisenring, Jr., a director of NS, is retired
from his former position as Chairman of the Board of Penn
Virginia Corporation (natural resources holding and development
company). Mr. Leisenring's business address is 700 The Bellevue,
200 South Broad Street, Philadelphia, Pennsylvania 19102.
(8) Arnold B. McKinnon, a director of NS, is retired from
his former position as Chairman and Chief Executive Officer of
NS. Mr. McKinnon's business address is Three Commercial Place,
Norfolk, Virginia 23510-2191.
Page 17 of 24
(9) Robert E. McNair, a director of NS, is principally
employed as Chairman of McNair & Sanford, P.A. Mr. McNair's
business address is P. O. Box 11390, Columbia, South Carolina
29211.
(10) Jane Margaret O'Brien, a director of NS, is
principally employed as President of Hollins College. Ms.
O'Brien's business address is P. O. Box 9625, Roanoke, Virginia
24020-9625.
(11) Harold W. Pote, a director of NS, is principally
employed as partner of The Beacon Group (a private investment
partnership focusing on principal investments in energy, real
estate and general corporate buyouts). Mr. Pote's business
address is 375 Park Avenue, 17th Floor, New York, NY 10152.
II. The name, principal occupation and principal business
address of each executive officer of Norfolk Southern
Corporation (NS) not listed under I above is set forth
below. (Unless otherwise indicated, the principal business
address of the executive officers listed below is Three
Commercial Place, Norfolk, Virginia 23510-2191.)
(1) Joseph R. Turbyfill is principally employed as Vice
Chairman of NS.
(2) R. Alan Brogan is principally employed as Executive
Vice President-Transportation Logistics of NS. Mr. Brogan's
business address is 5501 U.S. Highway 30, West, Ft. Wayne,
Indiana 46818.
(3) Paul R. Rudder is principally employed as Executive
Vice President-Operations of NS.
(4) John S. Shannon is principally employed as Executive
Vice President-Law of NS.
(5) Thomas C. Sheller is principally employed as Executive
Vice President-Administration of NS.
(6) D. Henry Watts is principally employed as Executive
Vice President-Marketing of NS.
(7) Henry C. Wolf is principally employed as Executive
Vice President-Finance of NS.
(8) Stephen C. Tobias is principally employed as Senior
Vice President-Operations of NS.
(9) Paul N. Austin is principally employed as Vice
President-Personnel of NS.
Page 18 of 24
(10) William B. Bales is principally employed as Vice
President-Coal Marketing of NS. Mr. Bales's business address is
110 Franklin Road, S.E., Roanoke, Virginia 24042.
(11) James C. Bishop, Jr. is principally employed as Vice
President-Law of NS.
(12) John F. Corcoran is principally employed as Vice
President-Public Affairs of NS. Mr. Corcoran's business address
is 1500 K Street, Suite 375, Washington, D.C. 20005.
(13) Thomas L. Finkbiner is principally employed Vice
President-Intermodal of NS.
(14) James L. Granum is principally employed as Vice
President-Public Affairs of NS. Mr. Granum's business address is
1500 K Street, Suite 375, Washington, D.C. 20005.
(15) James A. Hixon is principally employed as Vice
President-Taxation of NS.
(16) Jon L. Manetta is principally employed as Vice
President-Operations of NS. Mr. Manetta's business address is
185 Spring Street, Atlanta, Georgia 30303.
(17) Harold C. Mauney, Jr. is principally employed as Vice
President-Quality Management of NS.
(18) Donald W. Mayberry is principally employed as Vice
President-Mechanical of NS. Mr. Mayberry's business address is
110 Franklin Road, S.E., Roanoke, Virginia 24042.
(19) James W. McClellan is principally employed as Vice
President-Strategic Planning of NS.
(20) Kathryn B. McQuade is principally employed as Vice
President-Internal Audit of NS. Ms. McQuade's business address
is 110 Franklin Road, S.E., Roanoke, Virginia 24042.
(21) Charles W. Moorman is principally employed as Vice
President-Information Technology of NS.
(22) Phillip R. Ogden is principally employed as Vice
President-Engineering of NS. Mr. Ogden's business address is 185
Spring Street, Atlanta, GA 30303.
(23) L. I. Prillaman is principally employed as Vice
President-Properties of NS.
(24) Magda A. Ratajski is principally employed as Vice
President-Public Relations of NS.
Page 19 of 24
(25) John P. Rathbone is principally employed as Vice
President and Controller of NS.
(26) William J. Romig is principally employed as Vice
President and Treasurer of NS.
(27) Donald W. Seale is principally employed as Vice
President-Merchandise Marketing of NS.
(28) Powell F. Sigmon is principally employed as Vice
President-Safety, Environmental and Research Development of NS.
Mr. Sigmon's business address is 110 Franklin Road, S.E.,
Roanoke, Virginia 24042.
(29) Robert S. Spenski is principally employed as Vice
President-Labor Relations of NS.
(30) Donald E. Middleton is principally employed as
Corporate Secretary of NS.
III. The names of the Directors of Norfolk Southern Railway
Company, each of whom is listed under I or II above, are
set forth below.
David R. Goode
Paul R. Rudder
John S. Shannon
Thomas C. Sheller
John R. Turbyfill
D. Henry Watts
IV. The name, principal occupation and principal business
address of each executive officer of Norfolk Southern
Railway Company (NSR) not listed under I, II or III above
is set forth below.
(1) Ronald E. Sink is principally employed as Treasurer
of NSR and Norfolk and Western Railway Company.
Mr. Sink's business address is 110 Franklin Road, S.E.,
Roanoke, Virginia 24042.
(2) Dezora M. Martin is principally employed as
Assistant Corporate Secretary of NS and as Corporate
Secretary of NSR and Norfolk and Western Railway Company.
Ms. Martin's business address is Three Commercial Place,
Norfolk, Virginia 23510-2191.
V. The names of the Directors of Norfolk and Western Railway
Company, each of whom is listed under I, II, III or IV
above, are set forth below.
Page 20 of 24
David R. Goode
Paul R. Rudder
John S. Shannon
Thomas C. Sheller
John R. Turbyfill
D. Henry Watts
VI. The name, principal occupation and principal business
address of each executive officer of Norfolk and Western
Railway Company (NW) is listed under I, II, III, IV or V
above.
VII. The names of the Directors of Georgia Southern and
Florida Railway Company, each of whom is listed under I,
II, III, IV, V or VI above, are set forth below.
Paul R. Rudder
John S. Shannon
John R. Turbyfill
D. Henry Watts
Henry C. Wolf
VIII. The name, principal occupation and principal business
address of each executive officer of Georgia Southern and
Florida Railway Company, not listed under I, II, III, IV,
V, VI or VII above is set forth below.
(1) Thomas C. Hostutler, Comptroller of The Georgia
Northern Railway Company, is principally employed as
Senior Assistant Vice President-Corporate Accounting of
NS. Mr. Hostutler's business address is Three Commercial
Place, Norfolk, Virginia 23510-2191.
IX. The names of the Directors of High Point, Randleman,
Asheboro and Southern Railroad Company, each of whom is
listed under I, II, III, IV, V, VI, VII or VIII above,
are set forth below.
Paul R. Rudder
John S. Shannon
Thomas C. Sheller
John R. Turbyfill
D. Henry Watts
X. The name, principal occupation and principal business
address of each executive officer of High Point,
Randleman, Asheboro and Southern Railroad Company is
listed under I, II, III, IV, V, VI, VII, VIII or IX
above.
Page 21 of 24
XI. The names of the Directors of Rail Investment Company,
each of whom is listed under I, II, III, IV, V, VI, VII,
VIII, IX or X above, are set forth below.
James A. Hixon
Thomas C. Hostutler
William R. Martin, Jr.
John P. Rathbone
William J. Romig
XII. The name, principal occupation and principal business
address of each executive officer of Rail Investment
Company is listed under I, II, III, IV, V, VI, VII, VIII,
IX, X or XI above.
XIII. The names of the following Directors of State University
Railroad Company are not listed under I, II, III, IV, V,
VI, VII, VIII, IX, X, XI or XII above.
(1) P. C. Barwick, Jr., a director of State University
Railroad Company, is principally employed as Secretary,
The North Carolina Railroad Company. Mr. Barwick's
business address is 131 S. Queen Street, Kinston, NC
28501.
(2) Robert S. Bridgers, a director of State University
Railroad Company, is retired from business. Mr.
Bridger's principal address is 425 S. Lumina Avenue,
Wrightsville Beach, NC 28480.
The names of the remaining Directors of State University
Railroad Company, each of whom is listed under I, II,
III, IV, V, VI, VII, VIII, IX, X, XI or XII above, are
set forth below.
William J. Romig
John R. Turbyfill
D. Henry Watts
XIV. The name, principal occupation and principal business
address of each executive officer of State University
Railroad Company is listed under I, II, III, IV, V, VI,
VII, VIII, IX, X, XI, XII or XIII above.
XV. The names of the Directors of Yadkin Railroad Company
each of whom is listed under I, II, III, IV, V, VI, VII,
VIII, IX, X, XI, XII, XIII or XIV above, are set forth
below.
Page 22 of 24
Harold C. Mauney, Jr.
L. I. Prillaman
Paul R. Rudder
John S. Shannon
Thomas C. Sheller
Stephen C. Tobias
John R. Turbyfill
D. Henry Watts
Henry C. Wolf
XVI. The name, principal occupation and principal business
address of each executive officer of Yadkin Railroad
Company is listed under I, II, III, IV, V, VI, VII, VIII,
IX, X, XI, XII, XIII, XIV or XV above.
Page 23 of 24
Appendix I to Item 5
This Appendix supplements the information set forth in
Item 5 of the foregoing Schedule 13D:
On June 1, 1994, Thomas C. Sheller's mother-in-law
beneficially owned 200 shares of Preferred Stock as to which
Mr. Sheller had shared voting and investment power.
On June 1, 1994, Harold C. Mauney's wife beneficially
owned 70 shares of Preferred Stock as to which Mr. Mauney
disclaims any beneficial interest in these shares.
Page 24 of 24
