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):
June 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 June 23, 1997, Registrant's parent (Norfolk Southern
Corporation - hereinafter, "NS") and CSX Corporation ("CSX")
issued a joint press release, a copy of which is attached hereto
as Exhibit 99, announcing the filing on June 23, 1997, with the
Surface Transportation Board of their formal application for
control of Conrail Inc. ("Conrail"). Attached as part of Exhibit
99 is the "Backgrounder: The Norfolk Southern Operating Plan,"
which was provided to the wire services at about the same time as
the press
release.
That application includes the definitive Transaction Agreement,
dated as of June 10, 1997, among CSX, CSX Transportation, Inc.,
NS, Registrant, Conrail Inc., Consolidated Rail Corporation and
CRR Holdings LLC ("Transaction Agreement"), to which are annexed
various schedules and exhibits, and which (a) elaborates the
understandings contained in the Agreement, dated as of April 8,
1997, between NS and CSX -- already filed with the Commission --
and (b) specifies, among other things, (i) certain of the routes
and assets of Conrail Inc. ("Conrail") over which NS and CSX
(including affiliates such a Registrant) will have operating and
other rights, and (ii) certain other Conrail routes and assets to
be used and/or operated by NS and CSX (including affiliates such
as Registrant) on a joint or shared basis. The Transaction
Agreement and certain schedules thereto are attached hereto as
Exhibit 10 and are incorporated herein by reference.
The joint application, by which the press release and the
"Backgrounder" are qualified, is a public document, available for
review in its entirety at the office of the Surface
Transportation Board, located at 1925 K Street, NW, Washington,
D.C. 20423-0001.
Item 7(c) Exhibits
10 Copy of the Transaction Agreement, dated as
of June 10, 1997, by and among CSX, CSX
Transportation, Inc., NS, Registrant,
Conrail Inc., Consolidated Rail Corporation
and CRR Holdings LLC, with certain schedules
thereto.
99 Copy of joint press release issued by NS and
CSX on June 23, 1997 , and of the
"Backgrounder: The Norfolk Southern Operating
Plan," issued by NS on June 23, 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
Dezora M. Martin
Assistant Corporate Secretary
Date: June 30, 1997
EXHIBIT INDEX
Exhibit
Number
System Description
Numbering
10 Copy of the Transaction Agreement, dated
as of June 10, 1997, by and among CSX,
CSX Transportation, Inc., NS, Registrant,
Conrail Inc., Consolidated Rail Corporation and
CRR Holdings LLC, with certain schedules thereto.
99 Copy of joint press release issued by NS and
CSX on June 23, 1997 , and of the "Backgrounder:
The Norfolk Southern Operating Plan," issued by
NS on June 23, 1997.