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): May 14, 1997
NORFOLK SOUTHERN RAILWAY COMPANY
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(Exact name of Registrant as specified in its charter)
1-743; 1-3744;
Virginia 1-4793; 1-546-2 53-6002016
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(State of Incorporation) (Commission File No.) (IRS Employer
Identification No.)
Three Commercial Place
Norfolk, Virginia 23510-2191
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(Address of principal executive offices)
(757) 629-2682
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(Registrant's telephone number)
No Change
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS
On May 14, 1997, Norfolk Southern Corporation ("NSC"),
which owns all of the Registrant's common stock,
entered into (i) a Pricing Agreement, dated May 14,
1997, with J.P. Morgan Securities Inc., for themselves
and as representative of the Underwriters named therein
(the "Underwriters"), which incorporates the provisions
of the Underwriting Agreement of NSC, dated May 14,
1997 (the "Underwriting Agreement"), in connection
with the proposed issuance and sale of NSC's 6.70%
Notes due May 1, 2000, 6.95% Notes due May 1, 2002,
7.70% Note due May 15, 2017 and 7.05% Notes due May 1,
2037 and (ii) a Pricing Agreement, dated May 14, 1997,
with Merrill Lynch & Co., for themselves and as
representative of the Underwriters, which incorporates
the provisions of the Underwriting Agreement, in
connection with the proposed issuance and sale of NSC's
6.875% Notes due May 1, 2001, 7.35% Notes due May 15,
2007, 7.80% Notes due May 15, 2027 and 7.90% Notes due
May 1, 2097.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits:
1.1(a) The Underwriting Agreement of NSC, dated
May 14, 1997, incorporated by reference to
Exhibit 1.1(a) to NSC's Current Report on
Form 8-K dated May 14, 1997.
1.1(b) Pricing Agreement, dated May 14, 1997,
between NSC and J.P. Morgan Securities
Inc., incorporated by reference to Exhibit
1.1(b) to NSC's Current Report on Form 8-K
dated May 14, 1997.
1.1(c) Pricing Agreement, dated May 14, 1997,
between NSC and Merrill Lynch & Co.,
incorporated by reference to Exhibit
1.1(c) to NSC's Current Report on Form 8-K
dated May 14, 1997.
1.1(d) First Supplemental Indenture, dated May
19, 1997, between NSC and First Trust of
New York, National Association, as Trust-
ee, incorporated by reference to Exhibit
1.1(d) to NSC's Current Report on Form 8-K
dated May 14, 1997.
5.1 Opinion of William A. Noell, Jr., Cor-
porate Counsel of NSC, incorporated by ref-
erence to Exhibit 5.1 to NSC's Current
Report on Form 8-K dated May 14, 1997.
5.2 Opinion of Skadden, Arps, Slate, Meagher &
Flom LLP, special counsel to the Under-
writers, incorporated by reference to Ex-
hibit 5.2 to NSC's Current Report on Form
8-K dated May 14, 1997.
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.
Dated: May 21, 1997
NORFOLK SOUTHERN RAILWAY
COMPANY (Registrant)
By: /s/ Dezora M. Martin
Dezora M. Martin
Assistant Corporate
Secretary
EXHIBIT INDEX
Exhibit
Number Description
1.1(a) The Underwriting Agreement of NSC, dated May 14,
1997, incorporated by reference to Exhibit 1.1(a)
to NSC's Current Report on Form 8-K dated May 14,
1997.
1.1(b) Pricing Agreement, dated May 14, 1997, between NSC
and J.P. Morgan Securities Inc., incorporated by
reference to Exhibit 1.1(b) to NSC's Current
Report on Form 8-K dated May 14, 1997.
1.1(c) Pricing Agreement, dated May 14, 1997, between NSC
and Merrill Lynch & Co., incorporated by reference
to Exhibit 1.1(c) to NSC's Current Report on Form
8-K dated May 14, 1997.
1.1(d) First Supplemental Indenture, dated May
19, 1997, between NSC and First Trust of
New York, National Association, as Trust
ee, incorporated by reference to Exhibit
1.1(d) to NSC's Current Report on Form 8-K
dated May 14, 1997.
5.1 Opinion of William A. Noell, Jr., Corpo rate
Counsel of NSC, incorporated by reference to
Exhibit 5.1 to NSC's Current Report on Form 8-K
dated May 14, 1997.
5.2 Opinion of Skadden, Arps, Slate, Meagher & Flom
LLP, special counsel to the Underwriters, incor-
porated by reference to Exhibit 5.2 to NSC's Cur-
rent Report on Form 8-K dated May 14, 1997.
