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 CORPORATION
(exact name of registrant as specified in its charter)
Virginia 1-8339 52-1188014
(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) 629-2680
No Change
(Former name or former address, if changed since last report.)
Item 5. Other Events.
On April 23, 1997, Registrant issued a press release
announcing its earnings and results of operations for the
three-month period ended March 31, 1997. Promptly thereafter,
Registrant convened its regular quarterly meeting with financial
analysts in the City of New York ("Analysts Meeting"). At the
Analysts Meeting, certain of Registrant's senior executive
officers discussed first-quarter earnings and operating
performance and certain additional matters relating to the
proposed joint acquisition by Registrant and CSX Corporation
("CSX") of all remaining shares of Conrail Inc. ("Conrail"). A
copy of Registrant's press release announcing first-quarter
earnings is filed as Exhibit 99.1 under Item 7(c).
At the Analysts Meeting, Registrant also released certain
financial information for the three-month period ended March 31,
1997. Copies of the 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 Registrant's senior
executive officers made presentations in which they discussed
Registrant's proposed acquisition (with CSX) of all
still-outstanding shares of Conrail and, subject to necessary
regulatory approval, Registrant'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
Registrant). 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 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) Registrant'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) Registrant's ability to integrate certain Conrail assets,
including its information technology systems, within Registrant'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 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 Registrant 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.
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 CORPORATION
(Registrant)
By: /s/ Dezora M. Martin
(signature)
Dezora M. Martin
Assistant Secretary
Date: April 23, 1997
E-1
EXHIBIT INDEX
Exhibit
Number
System Description
99.1 Copy of press release issued
by Registrant 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.