SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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):
February 5, 1997
NORFOLK SOUTHERN RAILWAY COMPANY
(exact name of registrant as specified in its charter)
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.)
Three Commercial Place, Norfolk, Virginia 23510-9219
(Address of principal executive offices)
Registrant's telephone number, including area code (757) 629-2680
No Change
(Former name or former address, if changed since last report.)
Item 5. Other Events.
On February 5, 1997, Registrant's parent, Norfolk Southern
Corporation (NS), announced that NS's offer to purchase up to
8,200,000 shares of Conrail Inc. for a price of $115 per share in
cash had been oversubscribed and that Atlantic Acquisition
Corporation (a wholly owned subsidiary of NS) accepted for
payment 8,200,000 shares of Conrail Inc. pursuant to the offer
which expired at Midnight, New York City time, on February 4,
1997. The final proration factor in the tender offer was
12.611251% for all Conrail shares tendered.
On February 12, 1997, NS announced that payment for the
8,200,000 shares of Conrail Inc. accepted in the tender offer had
commenced on February 11, 1997. Also on February 12, 1997, NS
announced that Atlantic Acquisition Corporation was commencing
its previously announced all-cash tender offer for all shares of
Conrail Inc. not already owned by NS at a price of $115 per
share. The tender offer is subject to certain minimum tender and
other conditions that are more fully set forth in the offering
materials filed with the Securities and Exchange Commission.
In connection with the acquisition of the 8,200,000 shares
of Conrail Inc., NS arranged for the issuance and sale, as a
private placement, of $1.0 billion of commercial paper. As a
result, both Standard & Poor's and Moody's have downgraded their
ratings on certain debt of NS and certain subsidiaries of
Registrant, including Norfolk and Western Railway Company;
ratings for NS and its subsidiaries, including Registrant, remain
on credit watch in view of its announced intention to borrow
additional funds to acquire shares of Conrail Inc. pursuant to
the tender offer and in any ensuing merger.
Copies of NS' press releases (concerning the successful
tender offer for 8,200,000 shares and the tender offer commenced
on February 12, 1997, for all the remaining shares of Conrail
Inc.) are filed as Exhibit 99 under Item 7(c).
Item 7(c). Exhibits.
99 - Copies of press releases issued by Registrant's parent
on February 5, 1997, and on February 12, 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.
NORFOLK SOUTHERN RAILWAY COMPANY
(Registrant)
By: /s/ Dezora M. Martin
(signature)
Dezora M. Martin
Assistant Corporate Secretary
Date: February 14, 1997
EXHIBIT INDEX
Exhibit
Number
System Description
99 Copies of press releases
dated February 5, 1997,
and February 12, 1997, issued
by Registrant's parent.