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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): APRIL 8, 1997
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NORFOLK SOUTHERN RAILWAY COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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1-743; 1-3744; 1-4793;
VIRGINIA 1-546-2 53-6002016
(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
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THREE COMMERCIAL PLACE, NORFOLK, VIRGINIA 23510-2191
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (757) 629-2682
NO CHANGE
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT.)
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ITEM 5. OTHER EVENTS.
On April 8, 1997, Norfolk Southern Corporation, which owns all of the
Registrant's common stock ("NSC"), issued a press release announcing that NSC
had entered into an agreement (the "Agreement") with CSX Corporation ("CSX")
providing for a joint acquisition of Conrail Inc. ("Conrail"). Under the terms
of the Agreement, NSC and CSX will jointly acquire all outstanding shares of
Conrail not already owned by them for $115 in cash per share. In connection
therewith, NSC's pending tender offer to acquire Conrail shares has been
terminated and CSX's pending tender offer to acquire Conrail shares has been
amended, among other things, to include NSC as a co-bidder (the "Joint Offer")
and to extend its expiration date to May 23, 1997.
The estimated cost of the Joint Offer and of Conrail shares already
acquired by NSC and by CSX is approximately $10.2 billion. Pursuant to the
Agreement, NSC will bear 58% of the cost (or approximately $5.9 billion, of
which approximately $1 billion has previously been expended) to acquire the
Conrail shares and CSX will bear 42% of such cost, in each case taking into
consideration amounts previously paid by each of them to acquire Conrail shares.
In addition, the Agreement provides that, upon consummation of the Joint Offer
and completion of the second-step merger specified in the Agreement, and subject
to regulatory approval, specified assets and liabilities of Conrail will be
allocated between NSC and CSX pursuant to leasing, operating, partnership or
other arrangements, and the remaining assets and liabilities of Conrail will be
pooled and either shared or allocated between NSC and CSX on a ratable basis in
accordance with the percentage of the total consideration paid (including
liabilities assumed) by NSC and CSX, respectively (such acquisition by NSC of,
or of the right to use, the assets allocated to or shared by NSC pursuant to the
Agreement and the assumption by NSC of the liabilities allocated to or shared by
it pursuant to the Agreement, the "Transaction").
NSC and CSX intend to file a joint application with the Surface
Transportation Board ("STB") in June seeking approval of the Conrail acquisition
and division. The shares purchased in the Joint Offer will be placed in a joint
voting trust pending STB approval which is expected in early 1998. Following
consummation of the Joint Offer, NSC expects to use equity accounting for
financial reporting purposes. Following STB approval, NSC plans to consolidate
its interest in Conrail for financial reporting purposes.
The foregoing description of the press release and the Agreement are
qualified in their entirety by reference to the full texts thereof, copies of
which have been incorporated by reference as exhibits hereto and are
incorporated herein by reference.
To finance the Transaction, NSC expects to access the public and private
debt markets through the use of additional commercial paper and term debt. NSC
anticipates that the additional $5 billion in debt to be issued to finance the
Transaction will bring its debt-to-total-capitalization to about 60%.
ITEM 7(C). EXHIBITS.
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99.1 Press Release issued by NSC and CSX on April 8, 1997, incorporated by reference to
Exhibit 99.1 to NSC's Current Report on Form 8-K dated April 10, 1997.
99.2 Agreement, dated April 8, 1997, between NSC and CSX, including exhibits thereto,
incorporated by reference to Exhibit 99.2 to NSC's Current Report on Form 8-K
dated April 10, 1997.
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SIGNATURE
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: April 21, 1997
NORFOLK SOUTHERN RAILWAY COMPANY
(Registrant)
By: /s/ DEZORA M. MARTIN
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(signature)
Dezora M. Martin
Corporate Secretary
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EXHIBIT INDEX
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EXHIBIT
NUMBER
SYSTEM DESCRIPTION
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99.1 Press Release issued by NSC and CSX on April 8, 1997, incorporated by reference to
Exhibit 99.1 to NSC's Current Report on Form 8-K dated April 10, 1997.
99.2 Agreement, dated April 8, 1997, between NSC and CSX, including exhibits thereto,
incorporated by reference to Exhibit 99.2 to NSC's Current Report on Form 8-K dated
April 10, 1997.
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