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 23, 1997
NORFOLK SOUTHERN RAILWAY COMPANY
(Exact name of Registrant as specified in its charter)
1-743; 1-3744;
Virginia 1-4793; 1-546-2 53-600201 6
(State of Incorporation) (Commission File No.) (IRS Employer
Identification No.)
Three Commercial Place
Norfolk, Virginia 23510-2191
(Address of principal executive offices)
(757) 629-2682
(Registrant's telephone number)
No Change
(Former name or former address, if changed since last report)
<PAGE>
ITEM 5. OTHER EVENTS
On May 27, 1997, Norfolk Southern Corporation ("NSC"),
which own all of the Registrant's common stock, and CSX
Corporation ("CSX") issued the attached joint press
release indicating that approximately 57,407,389 shares
(including those covered by notices of guaranteed
delivery) of Conrail Inc. had been accepted for payment
by Green Acquisition Corp., pursuant to NSC's and CSX's
joint tender offer which expired on May 23, 1997.
NSC's portion of the payment for the shares tendered in
May will be approximately $4.567 billion; including the
$943 million paid by NSC to acquire 8.2 million shares
of Conrail stock in February, NSC's total payments to
date for shares of Conrail Inc. will approximate $5.510
billion.
NSC will pay 58% of the cost of acquiring any remaining
shares of Conrail Inc.; NSC's total cost to acquire
shares of Conrail Inc. thus is anticipated not to
exceed $5.710 billion.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits:
(99) Joint press release, dated May 27, 1997,
issued by NSC and CSX concerning the
acceptance for payment by Green Acquisition
Corp. of approximately 57,407,389 tendered
shares (including about 8,937,900 covered by
notices of guaranteed delivery) of Conrail
Inc.
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 27, 1997
NORFOLK SOUTHERN RAILWAY COMPANY
(Registrant)
By: /s/ Dezora M. Martin
Dezora M. Martin
Assistant Corporate Secretary
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
99 Joint press release, dated May 27, 1997,
issued by NSC and CSX concerning the
acceptance for payment by Green Acquisition
Corp. of approximately 57,407,389 tendered
shares (including about 8,937,900 covered by
notices of guaranteed delivery) of Conrail
Inc.
CONTACTS: Thomas E. Hoppin
CSX
(804) 782-1450
Robert Fort
Norfolk Southern
(757) 629-2710
FOR IMMEDIATE RELEASE
May 27, 1997
CSX AND NORFOLK SOUTHERN CLOSE
TENDER OFFER FOR CONRAIL SHARES
RICHMOND and NORFOLK, Va., May 27, 1997 CSX Corporation (NYSE:
CSX) and Norfolk Southern Corporation (NYSE: NSC) today announced
that their jointly owned acquisition company, Green Acquisition
Corp., has accepted for payment more than 94 percent of Conrail
Inc.'s outstanding shares not already owned by CSX and Norfolk
Southern. Based on a preliminary count, approximately 57,407,389
Conrail shares had been tendered (including 8,937,900 shares by
notice of guaranteed delivery) into the joint tender offer that
expired at 5:00 p.m. EDT on Friday, May 23. Payment for shares
will be made promptly.
These shares, together with the Conrail shares already owned by
CSX and Norfolk Southern, represent approximately 96 percent of
the outstanding Conrail shares. In connection with the tender
offer and subsequent merger, Norfolk Southern will have
contributed 58 percent, and CSX 42 percent, toward the aggregate
purchase price for all shares. All Conrail shares acquired will
be placed in a joint voting trust pending Surface Transportation
Board approval of the proposed transaction. Conrail shares not
purchased in the tender offer will be converted into the right to
receive $115 per share in cash in a merger that will occur as
soon as practicable following the payment for the shares received
in the tender offer.
"With the successful completion of this tender offer, we move
another step closer to delivering the benefits of this
transaction to all parties," said John W. Snow, CSX's chairman,
president and chief executive officer. "At CSX, our management
team is focused on continuing to improve our existing railroad
operations, while preparing for the smooth and efficient
integration into CSX of the Conrail assets we will operate."
David R. Goode, Norfolk Southern's chairman, president and
chief executive officer, said, "With the financial part of this
transaction nearly completed, we will now present to the Surface
Transportation Board our plan for improving the rail system in
the East. Norfolk Southern eagerly looks forward to the day when
we can put that plan into action and begin delivering its many
benefits to customers, communities and the nation's economy."
CSX and Norfolk Southern expect to file their joint application
with the STB in mid-June. Management of both companies are
confident the application will win support from customers and the
public.
CSX Corporation, headquartered in Richmond, Va., is an
international transportation company offering a variety of rail,
container-shipping, intermodal, trucking, barge and contract
logistics management services. CSX's home page can be reached at
http://www.CSX.com.
Norfolk Southern is a Virginia-based holding company with
headquarters in Norfolk, Va. It owns a major freight railroad,
Norfolk Southern Railway Company, which operates more than 14,300
miles of road in 20 states, primarily in the Southeast and
Midwest, and the Province of Ontario, Canada. The corporation
also owns North American Van Lines, Inc., and Pocahontas Land
Corporation, a natural resources company. Norfolk Southern's
home page can be reached at http://www.nscorp.com.
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