<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[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)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] 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:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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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 23, 2000
- -------------------------------------------------------------------------------
The Annual Meeting of Stockholders of Norfolk Southern Railway Company will
be held on the 19th Floor of the Norfolk Southern Tower, Three Commercial
Place, Norfolk, Virginia, on Tuesday, May 23, 2000, at 11 o'clock A.M.,
Eastern Daylight Time, for the following purposes:
1. Election of one director to the class whose term will expire in 2003.
2. Transaction of such other business as properly may come before the
meeting.
Stockholders of record at the close of business on March 23, 2000, will be
entitled to vote at such meeting.
By order of the Board of Directors,
DEZORA M. MARTIN,
Assistant Corporate
Secretary.
Dated: April 14, 2000
If you do not expect to attend the meeting, you are urged to mark, date and
sign the enclosed proxy card and return it in the accompanying envelope.
<PAGE>
NORFOLK SOUTHERN RAILWAY COMPANY
THREE COMMERCIAL PLACE
NORFOLK, VIRGINIA 23510-2191
April 14, 2000
PROXY STATEMENT
On March 10, we began mailing to you and other stockholders the Company's
Annual Report for 1999, which contains important financial and narrative
information. On April 14, 2000, we expect to begin mailing to you and other
stockholders this Proxy Statement and the accompanying proxy card, both of
which relate to the Board of Directors' solicitation of your proxy for use at
the Annual Meeting of Stockholders to be held May 23, 2000 ("2000 Annual
Meeting"). Only stockholders of record on March 23, 2000, are entitled to vote
at the 2000 Annual Meeting. As of February 29, 2000, 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,
1,096,907 shares of Preferred Stock (this total excludes 100,120 shares 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 is owned
directly by Norfolk Southern Corporation ("NS").
If you properly sign the enclosed proxy card and timely return it to The
Bank of New York, the shares represented by that proxy card will be voted
in accordance with its terms.
Any stockholder may revoke a signed and returned proxy card at any time
before the proxy is voted by: (a) giving prior notice of revocation in any
manner to the Company; (b) executing and delivering a subsequent proxy; or
(c) attending the 2000 Annual Meeting and voting in person.
The cost of soliciting these proxies will be paid by the Company, including
the reimbursement, upon request, of brokerage firms, banks and other
institutions, nominees and trustees for the reasonable expenses they incur to
forward proxy materials to beneficial owners. Officers and other regular
employees of the Company may solicit proxies by telephone, telegram or
personal interview; they receive no additional compensation for doing so.
CONFIDENTIALITY
We have put policies 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 $2,200 to assist in soliciting proxies, directly or
through others, and to tabulate all proxies and ballots cast at the 2000
Annual Meeting, is contractually bound to maintain the confidentiality of the
voting process. In addition, each Inspector of Election will have taken the
oath required by Virginia law to execute duties faithfully and impartially.
<PAGE>
Members of the Board of Directors and employees of the Company do not have
access to 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.
BUSINESS TO BE CONDUCTED AT THE ANNUAL MEETING
FOR WHICH YOUR PROXY IS SOUGHT
1. ELECTION OF DIRECTOR
James C. Bishop, Jr., a member of the Class of 2000, and Jon L. Manetta, a
member of the Class of 2002, resigned as directors effective March 21, 2000,
as a consequence of their retirement as officers of NS. The Board of Directors
amended the Bylaws of the Company to decrease the number of directors from six
to four. As a result the term of only one director, L. I. Prillaman, will
expire at the 2000 Annual Meeting.
Unless you instruct otherwise on the enclosed proxy card, your proxy will
be voted in favor of the reelection of Mr. Prillaman as a director for a
three-year term that expires in 2003.
If Mr. Prillaman becomes unable to serve--something we have no reason to
believe will occur--your proxy will be voted for a substitute nominee to be
designated by the Board of Directors, or the Board of Directors will reduce
the number of directors.
So that you have information concerning the independence of the process by
which nominees and directors whose terms will continue after the 2000 Annual
Meeting were selected, we confirm, as required by the Securities and Exchange
Commission, that (1) there are no family relationships among any of the
nominees or directors or among any of the nominees or directors and any
officer and (2) that there is no arrangement or understanding between any
nominee or director and any other person pursuant to which the nominee or
director was selected.
Vote Required to Elect a Director: Under Virginia law and under the
Company's Restated Articles of Incorporation and Bylaws, directors are elected
at a meeting, so long as a quorum exists, if the votes cast favoring the
election of that director exceed the votes cast opposing the election.
Abstentions 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 card, are not
"cast" for this purpose.
The following information relates to the nominee and the directors whose
terms of office will continue after the 2000 Annual Meeting.
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
in Other Public Corporations A Director Since February 29, 2000/1/,/2/,/3/
- ---------------------------------- ---------------- ----------------------------
<S> <C> <C>
Nominees (for term expiring in
2003)
L. I. PRILLAMAN, 56, Norfolk,
Va.; Vice Chairman and Chief
Marketing Officer of Norfolk
Southern Corporation and Vice
President and Chief Marketing
Officer of Norfolk Southern
Railway Company since August 1,
1998, having served prior
thereto as Executive Vice
President--Marketing of Norfolk
Southern Corporation and Vice
President and Chief Traffic
Officer of Norfolk Southern
Railway Company. Director of
several Norfolk Southern Railway
Company subsidiaries. 2000/1996 441,141
Other Directors
DAVID R. GOODE, 59, Norfolk, Va.;
Chairman, President and Chief
Executive Officer of Norfolk
Southern Corporation and
President and Chief Executive
Officer of Norfolk Southern
Railway Company since September
1, 1992. Director of Norfolk
Southern Corporation, Conrail
Inc., Consolidated Rail
Corporation and several Norfolk
Southern Railway Company
subsidiaries. Also a director of
Caterpillar, Inc., Delta Air
Lines, Inc., Georgia-Pacific
Corporation and Texas
Instruments Incorporated. 2001/1992 1,708,922
STEPHEN C. TOBIAS, 55, Norfolk,
Va.; Vice Chairman and Chief
Operating Officer of Norfolk
Southern Corporation and Vice
President and Chief Operating
Officer of Norfolk Southern
Railway Company since August 1,
1998, having served prior
thereto as Executive Vice
President--Operations of Norfolk
Southern Corporation and Vice
President--Operations of Norfolk
Southern Railway Company.
Director of Conrail Inc.,
Consolidated Rail Corporation
and several Norfolk Southern
Railway Company subsidiaries. 2001/1994 435,367
HENRY C. WOLF, 57, Norfolk, Va.;
Vice Chairman and Chief
Financial Officer of Norfolk
Southern Corporation and Vice
President and Chief Financial
Officer of Norfolk Southern
Railway Company since August 1,
1998, having served prior
thereto as Executive Vice
President--Finance of Norfolk
Southern Corporation and Vice
President--Finance of Norfolk
Southern Railway Company.
Director of Conrail Inc.,
Consolidated Rail Corporation
and several Norfolk Southern
Railway Company subsidiaries. 2002/1994 460,795
</TABLE>
- --------
<TABLE>
<S> <C> <C>
Notes begin on page 4.
</TABLE>
3
<PAGE>
/1/For each named individual, the shares owned are less than 1% of the total
outstanding shares of Norfolk Southern Corporation. No director or nominee
owns shares of the Company's Preferred Stock.
/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 the NS Thrift and
Investment Plan and shares held by NS under share retention agreements
pursuant to the NS Long-Term Incentive Plan (for Mr. Prillaman, this amounts,
respectively, to 21,274 and 57,809 shares; for Mr. Goode, 10,961 and 237,753
shares; for Mr. Tobias, 13,472 and 59,059 shares; and for Mr. Wolf, 10,652 and
67,978 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
the NS Long-Term Incentive Plan and with respect to which the optionee has the
right to acquire beneficial ownership within 60 days (for Mr. Prillaman, this
amounts to 297,000 shares; for Mr. Goode, 1,342,500 shares; for Mr. Tobias,
319,500 shares; and for Mr. Wolf, 342,000 shares); and includes Deferred Stock
Units credited pursuant to the NS Long-Term Incentive Plan (for Mr. Prillaman,
this amounts to 12,667 units; for Mr. Goode, 46,902 units; for Mr. Tobias,
12,667 units; and for Mr. Wolf, 12,667 units).
2. OTHER MATTERS
The Board of Directors does not know of any matters to be presented at the
2000 Annual Meeting other than as noted elsewhere in this Proxy Statement. 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
holders of such proxies.
SUPPLEMENTAL INFORMATION
Applicable rules of the Securities and Exchange Commission require that we
furnish you the following information relating to the oversight and management
of your Company and of Norfolk Southern Corporation and to certain matters
concerning the Board of Directors, the directors and the officers.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16 of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and any persons beneficially owning more
than 10 percent of a class of the Company's stock, to file certain reports of
beneficial ownership and changes in beneficial ownership (Forms 3, 4 and 5)
with the Securities and Exchange Commission and the New York Stock Exchange.
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 concerning 1999 beneficial ownership were filed on
time.
BENEFICIAL OWNERSHIP OF NS AND COMPANY STOCK
As of February 29, 2000, 100,120 shares, or approximately 8.4%, of the
Company's Preferred Stock were held by Company subsidiaries and/or in a
fiduciary capacity. NS held 176,705 shares, or approximately 15%, of the
Company's Preferred Stock.
4
<PAGE>
To the knowledge of the Company, no other person beneficially owns more than
5% of the Company's Preferred Stock. NS held 16,668,997 shares, or 100%, of
the Company's Common Stock on February 29, 2000.
As of February 29, 2000, all officers and directors of the Company as a
group beneficially owned 7,471,430 shares of NS Common Stock and 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. The NS
Common Stock figure includes: 245,395 shares credited to individual accounts
under the NS Thrift and Investment Plan; 982,213 shares held by NS under share
retention agreements pursuant to the NS Long-Term Incentive Plan over which
the individual possesses voting power but has no investment power until the
shares are distributed; 5,667,500 shares subject to stock options granted
pursuant to the NS Long-Term Incentive Plan with respect to which optionees
have the right to acquire beneficial ownership within 60 days; and 211,613
Deferred Stock Units, which ultimately will be satisfied in cash, credited
pursuant to the NS Long-Term Incentive Plan. Also included are 36,234 shares
in which beneficial ownership is disclaimed. The shares held individually by
directors whose terms of office will continue after the 2000 Annual Meeting
and by the nominee for reelection are reported under the caption "Election of
Director," beginning on page 2.
BOARD OF DIRECTORS AND COMMITTEES
On December 31, 1999, the Board of Directors of the Company consisted of six
members and, effective March 21, 2000, consisted of four members. The Board is
divided into three classes; the members of each class are elected for a term
of three years, and each class contains as nearly as possible one third of the
total number of directors. The Board of Directors has no Audit, Nominating or
Compensation committees. In 1999, the Board of Directors acted by unanimous
written consent on eighteen separate occasions.
The Executive Committee took no action in 1999; its members were David R.
Goode, Chair, James C. Bishop, Jr. and Henry C. Wolf. This committee is
empowered to exercise, to the extent permitted by Virginia law, all the
authority of the Board of Directors when the Board is not in session. All
actions taken by the Committee are to be reported to the Board at its meeting
next succeeding such action and are subject to revision or alteration by the
Board.
COMPENSATION OF DIRECTORS
Each director was also an officer of the Company and an officer of NS; no
such director is paid a retainer, meeting fees or other compensation for
service as a director.
NS COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the NS Compensation and Nominating Committee during 1999 were
L. E. Coleman, Chair, T. Marshall Hahn, Jr. (who was a member of the Committee
until his retirement from the NS Board effective the date of the 1999 Annual
Meeting), Landon Hilliard, Steven F. Leer (who became a member of the
Committee following the 1999 Annual Meeting) and Harold W. Pote. Other than
Mr. Leer's relationship with Arch Coal, Inc. and Mr. Pote's relationship with
Beacon Group and Alliance Coal Company, which are reported in the Proxy
Statement for the 2000 Annual Meeting of the Stockholders of Norfolk Southern
Corporation, there were no reportable business relationships between NS and
such individuals.
5
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
EXECUTIVE COMPENSATION
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 in
1999 ("Named Executive Officers"), for service in all capacities to both NS
and its subsidiaries by the Named Executive Officers in the fiscal years
ending December 31, 1999, 1998 and 1997.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation
------------------------------- --------------------
Awards Payouts
---------- ---------
Other Securities
Annual Underlying LTIP All Other
Name and Principal Salary/1 Bonus/1 Compensation/2 Options/3 Payouts/4 Compensation/5
Position Year / ($) / ($) / ($) / (#) / ($) / ($)
- ------------------ ---- -------- ------- -------------- ---------- --------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
David R. Goode 1999 950,000 0 337,490/6/ 365,000 597,047 88,315
Chairman, President and 1998 900,000 887,400 739,809 250,000 1,615,566 82,083
Chief Executive Officer 1997 850,000 850,000 287,972 120,000 2,472,690 85,304
L. I. Prillaman 1999 375,000 0 265,636 90,000 191,055 29,722
Vice Chairman and 1998 360,417 274,231 280,085 60,000 516,981 25,719
Chief Marketing Officer 1997 320,000 240,000 24,411 36,000 309,086 25,619
Stephen C. Tobias 1999 500,000 0 247,076 90,000 191,055 44,448
Vice Chairman and 1998 485,417 382,897 219,885 60,000 516,981 35,877
Chief Operating Officer 1997 400,000 320,000 68,611 36,000 772,715 37,788
Henry C. Wolf 1999 500,000 0 109,030 90,000 191,055 50,359
Vice Chairman and 1998 485,417 382,897 321,915 60,000 516,981 38,425
Chief Financial Officer 1997 400,000 320,000 130,907 36,000 772,715 40,636
R. Alan Brogan 1999 320,000 0 233,561 75,000 191,055 50,524
President Norfolk 1998 320,000 236,640 585,111 60,000 516,981 48,671
Southern Intermodal* 1997 300,000 225,000 143,093 36,000 772,715 51,926
</TABLE>
*Mr. Brogan was Executive Vice President--Corporate until December 1, 1999.
- --------
/1/Includes portion of any salary or bonus award elected to be received on a
deferred basis.
/2/Includes amounts reimbursed for the payment of taxes on personal
benefits. Also includes the amount by which the interest accrued on salary and
bonuses deferred under the Officers' Deferred Compensation Plan exceeds 120%
of the applicable Federal long-term rate provided under Section 1274(d) of the
Internal Revenue Code; for 1999, these amounts were: for Mr. Goode, $109,784;
Mr. Prillaman, $16,107; Mr. Tobias, $72,661; Mr. Wolf, $84,850; and Mr.
Brogan, $219,679. Includes a tax absorption payment in 1997 on the "earn out"
pursuant to the performance share feature of the Corporation's Long-Term
Incentive Plan and for the gain realized upon exercise of certain stock
options (in 1997, for Mr. Wolf; in 1998, for each of the Named Executive
Officers; and in 1999 for Messrs. Prillaman and Tobias).
6
<PAGE>
/3/Options were granted without tandem SARs.
/4/Represents the value of the "earn out" pursuant to the performance share
feature of the Corporation's Long-Term Incentive Plan for periods ended
December 31, 1999, 1998 and 1997 (for 1999, performance shares were earned for
achievements in the three-year period 1997-1999; for 1998, for achievements in
the three-year period 1996-1998; and for 1997, for achievements in the three-
year period 1995-1997).
/5/Includes for 1999 (i) contributions of $4,800 to the Corporation's 401(k)
plan on behalf of each of the Named Executive Officers; and (ii) total premium
payments (out-of-pocket cash cost) on "split dollar" life insurance policies
for Mr. Goode, $83,515; Mr. Prillaman, $24,922; Mr. Tobias, $39,648; Mr. Wolf,
$45,559; and Mr. Brogan, $45,724.
/6/Includes personal use in 1999, as directed by resolution of the Board of
Directors, of the Corporation's aircraft valued at approximately $152,865--
calculated on the basis of the aggregate incremental cost of such use to the
Corporation.
Long-Term Incentive Plan
The NS Long-Term Incentive Plan, as last approved by stockholders in 1995,
provides for the award of incentive stock options, non-qualified stock
options, stock appreciation rights, restricted stock and performance share
units to officers and other key employees of both NS and certain of its
subsidiaries (including the Company). The Compensation and Nominating
Committee of the NS Board of Directors ("Committee") administers the Plan and
has the sole discretion, subject to certain limitations, to interpret the
Plan; to select Plan participants; to determine the type, size, terms and
conditions of awards under the Plan; to authorize the grant of such awards;
and to adopt, amend and rescind rules relating to the Plan.
Stock Options
The following table sets forth certain information concerning the grant in
1999 of stock options under the NS Long-Term Incentive Plan to each Named
Executive Officer:
Option/SAR* Grants in Last Fiscal Year
<TABLE>
<CAPTION>
Grant
Date
Individual Grants Value
- ----------------------------------------------------------------- ---------
Number of
Securities % of Total Grant
Underlying Options Exercise or Date
Options Granted to Base Price/2 Present
Granted/1 Employees in / Expiration Value/3
Name / (#) Fiscal Year ($ Per Share) Date / ($)
- ---- ---------- ------------ ------------- ---------- ---------
<S> <C> <C> <C> <C> <C>
D. R. Goode 365,000 7.04% 27.6875 01/31/2009 2,967,450
L. I. Prillaman 90,000 1.74% 27.6875 01/31/2009 731,700
S. C. Tobias 90,000 1.74% 27.6875 01/31/2009 731,700
H. C. Wolf 90,000 1.74% 27.6875 01/31/2009 731,700
R. A. Brogan 75,000 1.45% 27.6875 01/31/2009 609,750
</TABLE>
*No SARs were granted in 1999.
- --------
/1/These options (of which the first 3,611 granted to each Named Executive
Officer are Incentive Stock Options and the remainder are Non-qualified Stock
Options) were granted as of February 1, 1999, and are exercisable one year
after the date of grant. They earn dividend equivalents in an
7
<PAGE>
amount equal to, and commensurate with, dividends as paid on the Common Stock;
the dividend equivalents are converted into Deferred Stock Units, the
aggregate fair market value of which is payable in cash to the optionee on the
earliest of (a) the five-year anniversary of the date of option grant; (b) the
exercise of the option (exercises of less than the full option grant result in
a prorated cash payment); and (c) the optionee's death, disability or
retirement.
/2/The exercise price (fair market value on the date of grant) may be paid
in cash or in shares of Common Stock (previously owned by the optionee for at
least one year next preceding the date of exercise) 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 on the date of grant was determined
using the Black-Scholes statistical model. The actual amount, if any, a Named
Executive Officer may realize upon exercise depends on the stock price on the
exercise date; consequently, there is no assurance the amount realized by a
Named Executive Officer will be at or near the monetary value determined by
using this statistical model.
In the case of Common Stock, the Black-Scholes model used the following
measures and assumptions:
(a) a stock volatility factor of 0.208: volatility was determined by an
independent compensation consultant using monthly data averaged over the
60-month period January 1, 1994, through December 31, 1998;
(b) a dividend yield of 2.5%: yield was determined monthly and averaged
over the 60-month period January 1, 1994, through December 31, 1998;
(c) a 1998 risk-free rate of return of 5.75%: this represents the monthly
average 10-year Treasury strip rate during 1998, the year prior to the
issuance of these options; and
(d) that the option will be exercised during its ten-year term.
The foregoing produces a Black-Scholes factor of 0.2936 and a resulting
present value of $8.13 for each share of NS Common Stock subject to the 1999
option grant; that factor and resulting present value have not been adjusted
to reflect that options cannot be exercised during the first year of their 10-
year term, the payment of dividend equivalents on unexercised options or the
deferral of receipt of such dividend equivalents until the related Deferred
Stock Units actually are paid out.
The following table sets forth certain information concerning the exercise
of options by each Named Executive Officer during 1999 and the number of
unexercised options held by each as of December 31, 1999:
Aggregated Option/SAR Exercises in Last Fiscal Year
and FY-End Option/SAR Values
<TABLE>
<CAPTION>
Number of Securities Underlying Value of Unexercised
Unexercised Options/SARs at In-the-Money Options/Sars
Shares FY-End at FY-End/1
Acquired on Value (#) / ($)
Exercise Realized ----------------------------------- ----------------------------
Name (#) ($) Exercisable* Unexercisable Exercisable Unexercisable/4/
- ---- ----------- -------- --------------- ---------------- ----------- ----------------
<S> <C> <C> <C> <C> <C> <C>
D. R. Goode 0 0 977,500 365,000 $311,244 0
L. I. Prillaman 14,274/2/ 305,359/2/ 207,000 90,000 111,561 0
S. C. Tobias 13,368/3/ 202,609/3/ 229,500 90,000 111,561 0
H. C. Wolf 0 0 252,000 90,000 111,561 0
R. A. Brogan 0 0 274,500 75,000 111,561 0
</TABLE>
* Reports, for each Named Executive Officer, the total number of unexercised
options that have passed the first anniversary of their grant date.
- --------
8
<PAGE>
/1/Equal to the mean ($20.25) of the high and low trading prices on the New
York Stock Exchange-Composite Transactions of the Common Stock on December 31,
1999, less the exercise prices of in-the-money options, multiplied by the
number of such options.
/2/Mr. Prillaman surrendered 5,286 shares of stock already owned in full
satisfaction of the exercise price of options on 14,274 shares.
/3/Mr. Tobias surrendered 6,059 shares of stock already owned in full
satisfaction of the exercise price of options on 13,368 shares.
/4/Because the market price of the Common Stock on December 31, 1999, was
below the exercise price of options granted in 1999 ($27.6875 per share) and
in a number of earlier years, they are "out-of-the money" and have no
reportable value.
Performance Share Units ("PSUs")
The following table sets forth certain information concerning the grant in
1999 of PSUs under the NS Long-Term Incentive Plan to each Named Executive
Officer. These PSU grants entitle a recipient to "earn out" or receive
performance compensation at the end of a three-year performance cycle (1999-
2001) based on NS' performance during that three-year period. Under the 1999
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 total number
of PSUs granted: (1) three-year average return on average invested capital
("ROAIC"), (2) three-year average NS operating ratio and (3) three-year total
return to NS stockholders. A more detailed discussion of these performance
criteria can be found in the Compensation and Nominating Committee Report
under the caption, "Long-Term Incentive Plan," beginning on page 11.
Long-Term Incentive Plan--Awards in Last Fiscal Year
(Performance Share Units)
<TABLE>
<CAPTION>
Number of Performance Estimated Future Payouts under
Shares, or Other Non-Stock Price-Based Plans
Units of Period Until -----------------------------------
Other Rights/1 Maturation Threshold Target/2 Maximum
Name / (#) or Payout (#) / (#) (#)
- ---- -------------- ------------ ----------- ---------- -----------
<S> <C> <C> <C> <C> <C>
D. R. Goode 120,000 01/01/99- 0 93,360 120,000
12/31/01
L. I. Prillaman 30,000 01/01/99- 0 23,340 30,000
12/31/01
S. C. Tobias 30,000 01/01/99- 0 23,340 30,000
12/31/01
H. C. Wolf 30,000 01/01/99- 0 23,340 30,000
12/31/01
R. A. Brogan 25,000 01/01/99- 0 19,450 25,000
12/31/01
</TABLE>
- --------
/1/"Earn outs" may be satisfied in cash or in shares of Common Stock (or in
some combination of the two), with the stock portion being held by the
Corporation for up to 60 months pursuant to a share retention agreement,
unless such requirement is waived by the Committee in its sole discretion.
/2/The Long-Term Incentive Plan does not provide a performance target for an
"earn out" under this feature of the Plan; consequently, this column
represents 77.8% of the maximum potential "earn out," which, in accordance
with applicable rules of the Securities and Exchange Commission, is the
percentage actually "earned out" under the Plan at the end of the most
recently completed performance cycle.
9
<PAGE>
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 non-qualified 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 in 1999 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
Estimated Annual Retirement Benefits
For Years of Service Indicated
<TABLE>
<CAPTION>
Years of Creditable Service
-----------------------------------------------------------------------
Remuneration 25 30 35 40
- ------------ -------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
$ 300,000 $ 94,482 $ 115,782 $ 137,083 $ 158,383
400,000 131,982 160,782 189,583 218,383
500,000 169,482 205,782 242,083 278,383
600,000 206,982 250,782 294,583 338,383
700,000 244,482 295,782 347,083 398,383
800,000 281,982 340,782 399,583 458,383
900,000 319,482 385,782 452,083 518,383
1,000,000 356,982 430,782 504,583 578,383
1,100,000 394,482 475,782 557,083 638,383
1,200,000 431,982 520,782 609,583 698,383
1,300,000 469,482 565,782 662,083 758,383
1,400,000 506,982 610,782 735,000 818,383
1,500,000 544,482 655,782 767,083 878,383
1,600,000 581,982 700,782 819,583 938,383
1,700,000 619,482 745,782 872,083 998,383
1,800,000 656,982 790,782 924,583 1,058,383
1,900,000 694,482 835,782 977,083 1,118,383
2,000,000 731,982 880,782 1,029,583 1,178,383
2,100,000 769,482 925,782 1,082,083 1,238,383
2,200,000 806,982 970,782 1,134,583 1,298,383
2,300,000 844,482 1,015,782 1,207,500 1,358,383
</TABLE>
Under the pension plans, covered compensation includes salary and bonus;
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 the number
that is equal to 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, 2000, for each Named Executive Officer
were: Mr. Goode, $1,456,931 and 34 years; Mr. Prillaman, $526,867 and 30
years; Mr. Tobias, $692,288 and 30 years; Mr. Wolf, $692,288 and 27 years; and
Mr. Brogan, $507,765 and 36 years.
10
<PAGE>
Change-in-Control Arrangements
In May 1996, the Compensation and Nominating Committee recommended, and the
NS Board of Directors approved, NS' entering into new change-in-control
compensation agreements ("Agreements") with each of the Named Executive
Officers and with certain other key employees. These Agreements, the terms of
which were reviewed by outside counsel, were filed as an exhibit to NS' Report
on Form 10-Q for the period ended June 30, 1996, and provide certain economic
protections in the event of an involuntary or other specified Termination
(each term with an initial capital letter is defined in the Agreements) of a
covered individual during a period of twenty-four months next following a
Change in Control of NS. As consideration for these Agreements and to help
encourage management continuity, covered individuals agreed not to engage in
Competing Employment for a period of (a) three years, in most cases, from the
date they execute a new Agreement and (b) one year from their Termination
Date, if they accept benefits payable or provided under the Agreements.
These Agreements are terminable by either NS or a covered employee on
twenty-four months' notice; however, the term of the prohibition on engaging
in Competing Employment is not affected by an Agreement's being terminated.
Generally, these Agreements provide for (a) severance compensation payments
(not continued employment) equal, in the case of each Named Executive Officer,
to three times the sum of their Base Pay and Incentive Pay (most other covered
employees are entitled to receive a lower multiple of Base Pay and Incentive
Pay); (b) redemption of outstanding Performance Share Units and of
outstanding, exercisable options (subject to restrictions, if any, in the case
of persons, such as each Named Executive Officer, imposed under Section 16 of
the Securities Exchange Act of 1934) and payment of dividend equivalents
foregone as a result of the redemption of such options; (c) payment of an
amount equal to the present value of the projected value of amounts deferred
under the NS Officers' Deferred Compensation Plan; (d) eligibility for certain
Benefits (principally medical, insurance and death benefits) for up to three
years following Termination; and (e) certain additional service credit under
NS' retirement plans (in the case of any NS Board-elected officer, such
service credit may not exceed the creditable service that officer would have
had upon reaching mandatory retirement age). The Agreements also provide for
payment of any Federal excise tax that may be imposed on payments made
pursuant to these Agreements.
COMPENSATION AND NOMINATING COMMITTEE REPORT CONCERNING
THE 1999 COMPENSATION OF CERTAIN NS EXECUTIVE OFFICERS
This Report describes Norfolk Southern Corporation's officer compensation
strategy, the components of its compensation program and the manner in which
1999 compensation determinations were made for the Corporation's Chairman,
President and Chief Executive Officer, David R. Goode, and for the other
officers (collectively, including Mr. Goode, also referred to in this report
as the "Named Executive Officers") whose 1999 compensation is reported in the
Summary Compensation Table of this Proxy Statement.
11
<PAGE>
The Compensation and Nominating Committee of the Board of Directors
("Committee") is composed entirely of non-employee directors and met six times
during 1999. Among other things, the Committee is responsible for: (1)
recommending to the Board the salaries of Board-elected officers and (2)
administering the Corporation's Executive Management Incentive Plan, as
approved by the stockholders at their May 1995 Annual Meeting, its Management
Incentive Plan (in which certain non-Board-elected officers participate) and
its Long-Term Incentive Plan, as amended and approved by stockholders at their
May 1995 Annual Meeting, which authorizes, as more particularly described
below, awards of stock options and performance share units.
BASE SALARY: While the Committee believes that a substantial portion of
each Named Executive Officer's total compensation should be "performance-
based," the Committee also seeks to assure that the base salaries of Named
Executive Officers are competitive with those earned by individuals in
comparable positions.
Specifically, the Committee compares Mr. Goode's base salary with salaries
paid to chief executive officers of other holding companies of Class I
railroads (the same companies comprising the S&P Railroad Index included in
the Stock Performance Graph) and of other American corporations of
comparable revenue size. The base salaries of the other Named Executive
Officers--as well as all Board-elected officers of the Corporation--are
evaluated, principally by Mr. Goode, relative to survey data of base
salaries for comparable positions at a large number of American
corporations of comparable revenue size, including but not limited to those
identified in the Stock Performance Graph. These data are compiled by the
Corporation's Human Resources Department and by an outside compensation
consultant. The Committee's general intention is to set the base salaries
of Named Executive Officers at approximately the 50th percentile 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 other Named Executive Officers. Based on such
evaluations, comparative salary data and each Executive Officer's length of
service in current position, Mr. Goode makes base salary recommendations
which are submitted for Committee and Board approval.
Mr. Goode makes no recommendation concerning, nor does he play any role in
determining, his base salary (or other compensation), which is set by the
Board. As noted, the Committee customarily seeks to set the NS Chairman,
President and CEO's base salary at approximately the 50th percentile of the
base salaries paid to CEOs of other American corporations of comparable
revenue size and competitively (within the mid-range of compensation
practice) with those of the chairmen of the other holding companies of
Class I railroads. Mr. Goode's base salary in 1999 approximated the 25th
percentile; the average 1999 base salaries of three of the four other Named
Executive Officers, who have position counterparts in corporations with
comparable revenues, approximated the 34th percentile.
For 1999, Mr. Goode's annual base salary was increased by $50,000, or 5.6%.
This increase, not tied to or reflecting application of any specific
formula, reflects the Corporation's performance in 1998, including its
total operating revenues and net income, as well as the Board's confidence
in Mr. Goode's leadership. The base salaries of each of the other Named
Executive Officers remained at the same level as in effect at the time of
the Committee's meeting.
12
<PAGE>
EXECUTIVE MANAGEMENT INCENTIVE PLAN ("EMIP"): The Corporation's EMIP is
designed and administered to ensure that a significant portion of each
Named Executive Officer's total annual cash compensation is based on the
Corporation's annual financial performance. Awards to Named Executive
Officers and other Board-elected officers and to participants in the
Corporation's Management Incentive Plan (MIP) are paid from an annual
incentive fund equal to a percentage (from 0.75% to 1.5%) of the
Corporation's adjusted pretax net income, provided the Corporation's annual
return on average invested capital ("ROAIC") equals or exceeds 10%.
It is the Committee's philosophy that, when the Corporation achieves EMIP
goals, the total of the Named Executive Officers' base salaries and EMIP
awards should be competitive with the total annual cash compensation paid
by comparable organizations. In years in which those goals are not
realized, the Named Executive Officers will receive less (or, as is the
case with respect to 1999, no) incentive pay.
Specifically, incentive pay opportunities for Mr. Goode are determined
annually by the Committee by comparing Mr. Goode's total annual cash
compensation with that paid to the chief executive officers of all other
holding companies of Class I railroads (the same companies comprising the
S&P Railroad Index included in the Stock Performance Graph) and of other
American corporations of comparable revenue size. Incentive pay
opportunities for the other Named Executive Officers are determined
annually by the Committee based on its review of the annual cash
compensation of comparable positions at companies of comparable revenue
size, including but not limited to those identified in the Stock
Performance Graph.
Using those criteria, in November of 1998 the Committee set Mr. Goode's
maximum 1999 incentive opportunity at 120% of his 1999 base salary, Mr.
Prillaman's, Mr. Tobias' and Mr. Wolf's at 80% of 1999 base salary and Mr.
Brogan's at 75% of 1999 base salary. Actual payments, if any, are based on
the total amount in the annual incentive fund.
For 1999, none of Mr. Goode, the other Named Executive Officers, or all
other officers earned an EMIP award, nor did any of 348 key employees earn
an MIP award. As a result, total 1999 cash compensation (1999 base salary
and the 1999 EMIP award that would have been payable in 2000) earned by Mr.
Goode, and by three of the four other Named Executive Officers who have
position counterparts in corporations with comparable revenues, fell below
the 25th percentile.
LONG-TERM INCENTIVE PLAN ("LTIP"): The Committee believes that a
substantial component of the Named Executive Officers' total compensation
should be based on and reflect the Corporation's efficient use of assets,
its profitability and the total returns (stock price appreciation and
dividends) to its stockholders. This is achieved by making annual grants of
stock options and performance share units and through share retention
agreements entered into with the Named Executive Officers.
These LTIP arrangements are intended to ensure that the longer-term
financial interests of the Named Executive Officers are directly aligned
with those of the Corporation's stockholders and to provide the Named
Executive Officers with the opportunity to acquire a meaningful beneficial
stock ownership position in the Corporation.
13
<PAGE>
In determining current LTIP awards, the size of prior grants is 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 in U.S. companies with
comparable revenues. 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 and other considerations. The number of stock options and
performance share units granted in any year is determined so as to place
the total compensation of Mr. Goode and the other Named Executive Officers,
when corporate performance warrants, above the 75th percentile of total
compensation for their respective peer groups.
At its January 1999 meeting, the Committee granted stock options to each of
the Named Executive Officers and to 328 other key employees 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.
At the same meeting, the Committee granted performance share units which
provide the Named Executive Officers and other recipients the opportunity
to earn awards (that will be paid either in cash or in shares of the
Corporation's Common Stock, or in some combination thereof) during the
first quarter of 2002. The number of performance share units actually
earned by recipients is based on criteria approved by stockholders at their
May 1995 Annual Meeting--specifically, the Corporation's three-year (i.e.,
1999-2001) Total Stockholder Return, average Return on Average Invested
Capital and average Operating Ratio evaluated relative to performance
measures established by the Committee and set out in the schedules below.
One third of the performance share units granted in 1999 are available to
be earned based on each of the three performance criteria.
<TABLE>
<CAPTION>
Total Stockholder Return ("TSR") Return on Average Invested
vs. S&P 500 Capital ("ROAIC")
------------------------------------ ------------------------------------
Percentage of Percentage of
Three-Year Performance Three-Year Performance
Average TSR Share Units Average Share Units
vs. S&P 500 Earned Out ROAIC Earned Out
------------------------------------ ------------------------------------
<S> <C> <C> <C>
90th percentile and 20% 100%
above 100% 19% 90%
80th 90% 18% 80%
70th 85% 17% 70%
60th 80% 16% 60%
50th 75% 15% 50%
40th 50% 14% 40%
30th 30% 13% 20%
25th and below 0% Below 13% 0%
</TABLE>
14
<PAGE>
Operating Ratio ("OpR")
<TABLE> ---------------------------------
<CAPTION>
Percentage of
Three-Year Performance
NS Average Share Units
OpR Earned Out
---------------------------------
<S> <C>
70% 100%
75% 75%
80% 50%
85% 25%
Above 85% 0%
</TABLE>
All stock options granted in 1999 to Named Executive Officers were subject
to the following terms: For the first five (5) years following the date
stock options are granted, the Corporation credits dividend equivalents on
unexercised options to a separate memorandum account maintained for each
Named Executive Officer, and--based on the fair market value of the
Corporation's Common Stock on the dividend payment date--the dollar amount
of that dividend equivalent is converted into Deferred Stock Units (one
such unit is equal in value to one share of Common Stock). The value of
such Deferred Stock Units is paid in cash to each Named Executive Officer
based on the then-fair market value of the Corporation's Common Stock on
the earliest to occur of (a) the five-year anniversary of the date of
grant; (b) the exercise of the option (exercises of less than the full
option grant result in a prorated cash payment); and (c) the officer's
death, disability or retirement.
All Named Executive Officers have entered into share retention agreements
with the Corporation whereby they have agreed to have the Corporation hold
shares of the Corporation's Common Stock actually earned pursuant to the
performance share feature of the LTIP for a period of five years following
the date such shares are earned.
For 1999, Mr. Goode was granted options (including 3,611 incentive stock
options that may receive capital gains treatment) on 365,000 shares of
Common Stock and the opportunity to earn up to 120,000 performance shares;
the other Named Executive Officers as a group were awarded options
(including in the case of each such officer, 3,611 incentive stock options
that may receive capital gains treatment) on a total of 345,000 shares of
Common Stock and the opportunity to earn up to 115,000 performance shares.
In summary, the Committee believes that the compensation of Named Executive
Officers is competitive with that of similar positions at comparable American
corporations. More important, the Committee believes each Named Executive
Officer's compensation has been appropriately structured and administered so
that a substantial component of total compensation is dependent upon, and
directly related to, the Corporation's efficient use of assets, its
profitability and the total returns to its stockholders.
Regulations of the Securities and Exchange Commission require the Committee
to report to stockholders on the Committee's policy concerning the Revenue
Reconciliation Act of 1993 which amended Section 162 of the Internal Revenue
Code regarding the deductibility of certain executive compensation over $1
million. Based on the requirements of this new legislation and on then-current
15
<PAGE>
interpretive regulations and transition rules, the Committee recommended to
the Board, the Board approved and recommended to the stockholders, and at
their 1995 Annual Meeting the stockholders approved, modifications to the LTIP
and establishment of the Executive Management Incentive Plan (which was
effective as of January 1, 1996, for certain Board-elected officers), all as
more particularly described in the Corporation's 1995 Proxy Statement. The
Committee will continue to seek to offer its Named Executive Officers and
other personnel competitive compensation and, to the extent practicable, to
structure such compensation arrangements to entitle the Corporation to take
appropriate related tax deductions.
L. E. Coleman, Chair
T. Marshall Hahn, Jr., Member
(retired effective the date of the
1999 Annual Meeting)
Landon Hilliard, Member (appointed
May 1999 to succeed Mr. Hahn; did
not participate in the compensation
decisions described)
Steven F. Leer, Member
Harold W. Pote, Member
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 PUBLIC ACCOUNTANTS
The Board of Directors has appointed the firm of KPMG LLP, independent
public accountants, to audit the books, records and accounts of the Company
for the year 2000. This firm has acted as auditors for the Company since June
1, 1982, and also provides services to NS.
Representatives of KPMG LLP are expected to be present at the 2000 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 2001 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-
9219, no later than December 15, 2000.
By order of the Board of Directors,
DEZORA M. MARTIN,
Assistant 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, Stephen C. Tobias or
Henry C. Wolf, and each or any of them, proxy for the undersigned, with full
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, March 23, 2000,
and any adjournments, postponements or reschedulings thereof, upon the matters
more fully set forth in the Proxy Statement, dated April 14, 2000, and to
transact such other business as properly may come before such meeting(s).
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 DIRECTOR.
(Continued, and to be MARKED, DATED AND SIGNED on the other side)
NORFOLK SOUTHERN RAILWAY COMPANY
P.O. BOX 11139
NEW YORK, N.Y. 10203-0139
<PAGE>
[__]
Please mark boxes [_] or [X] in blue or black ink.
(1) Election of a Director
FOR the nominee listed [X] WITHHOLD AUTHORITY to vote [X]
below, except as marked for the nominee listed below.
to the contrary.
L.I. Prillaman
Address Change and/or [X]
Comments-Mark Here
Sign exactly as name appears hereon.
Attorneys-in-fact, executors, trustees,
guardians, corporate officers, etc.,
should give full title.
Dated: __________________________, 2000
(SIGNATURE)
_______________________________________
(SIGNATURE)
|
-
Votes MUST be indicted [X]
(x) in Black or Blue ink.
- ----------------------------------------------------------
| PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY PROMPTLY |
- ----------------------------------------------------------
