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):
April 23, 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 23510-2191
(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.)
Item 5. Other Events.
On April 23, 1997, Norfolk Southern Corporation ("NSC"),
which owns all the common stock of Registrant, issued a press
release announcing NSC's earnings and results of operations for
the three-month period ended March 31, 1997. Promptly
thereafter, NSC convened its regular quarterly meeting with
financial analysts in the City of New York ("Analysts Meeting").
At the Analysts Meeting, certain of NSC's senior executive
officers discussed first-quarter earnings and operating
performance and certain additional matters relating to the
proposed joint acquisition by NSC and CSX Corporation ("CSX") of
all remaining shares of Conrail Inc. ("Conrail"). A copy of
NSC's press release announcing first-quarter earnings is filed as
Exhibit 99.1 under Item 7(c).
At the Analysts Meeting, NSC also released certain financial
information for the three-month period ended March 31, 1997.
Copies of NSC's unaudited interim Consolidated Statements of
Income, Consolidated Balance Sheets, Consolidated Statements of
Cash Flows, and explanatory notes are filed as Exhibit 99.2 under
Item 7(c).
Also at the Analysts Meeting, certain of NSC's senior
executive officers made presentations in which they discussed
NSC's proposed acquisition (with CSX) of all still-outstanding
shares of Conrail and, subject to necessary regulatory approval,
NSC's proposed operation of a significant portion of the routes
and assets of Conrail. The presentations included a prepared
statement read at that meeting by Henry C. Wolf (Executive Vice
President-Finance of NSC). A copy of Mr. Wolf's statement is
filed as Exhibit 99.3 under Item 7(c).
Any and all estimates of cost savings, synergies, projected
earnings per share and pro forma financial information included
in the Exhibits hereto are "forward-looking" and inherently
subject to significant uncertainties and contingencies, many of
which are beyond Registrant's and NSC's control, including: (a)
future economic conditions in the markets in which Registrant and
Conrail operate; (b) financial market conditions; (c) inflation
rates; (d) changing competition and the effects of new and
increased competition in the areas served by Registrant and
Conrail; (e) changes in the economic regulatory climate in the
United States railroad industry; (f) NSC's ability to eliminate
or reduce duplicative administrative and other functions and
facilities following the transaction involving Conrail; (g) labor
uncertainties and Registrant's ability to implement anticipated
labor savings; (h) unanticipated environmental and other
situations relating to Conrail assets; (i) NSC's ability to
integrate certain Conrail assets, including its information
technology systems, within NSC's systems; and (j) adverse changes
in applicable laws, regulations or rules governing environmental,
tax or accounting matters. There can be no assurance that the
estimated savings, revenue increases, synergies, projected
earnings per share and pro forma financial information will be
achieved; actual savings, revenue increases, synergies, earnings
per share and pro forma financial information may vary materially
from those estimated. The inclusion of such estimates herein
should not be regarded as an indication or affirmation that
Registrant, NSC or any other party considers such estimates an
accurate prediction of future events.
Item 7(c). Exhibits.
99.1 - Copy of press release issued by NSC on
April 23, 1997.
99.2 - Copies of NSC's unaudited interim
Consolidated Statements of Income,
Consolidated Balance Sheets,
Consolidated Statements of Cash Flows,
and explanatory notes for the
three-month period ended March 31, 1997.
99.3 - Copy of prepared statement given at the
Analysts Meeting on April 23, 1997, by
Henry C. Wolf.
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: April 23, 1997
E-1
EXHIBIT INDEX
Exhibit
Number
System Description
99.1 Copy of press release issued
by NSC on April 23, 1997.
99.2 Copies of unaudited interim Consolidated
Statements of Income, Consolidated Balance
Sheets, Consolidated Statements of Cash
Flows, and explanatory notes for the
three-month period ended March 31, 1997.
99.3 Copy of prepared statement
given at the Analysts
Meeting on April 23, 1997, by
Henry C. Wolf.