SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 26, 1999
NORFOLK SOUTHERN CORPORATION
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(Exact name of Registrant as specified in its charter)
Virginia 1-8339 52-1188014
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(State of Incorporation) (Commission File No.) (IRS Employer
Identification No.)
Three Commercial Place
Norfolk, Virginia 23510-2191
(Address of principal executive offices)
(757) 629-2600
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(Registrant's telephone number)
No Change
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS
On April 26, 1999, Norfolk Southern Corporation (the
"Corporation") issued and sold $400,000,000 aggregate principal
amount of its 6.20% Notes due April 15, 2009 (the "Securities").
The Securities were issued pursuant to the Underwriting Agreement,
dated April 21, 1999 (the "Base Underwriting Agreement"), among
the Corporation and J.P. Morgan Securities Inc. and Merrill Lynch
& Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (the
"Underwriters") and the Pricing Agreement, dated April 21, 1999
(the "Pricing Agreement, and together with the Base
Underwriting Agreement, the "Underwriting Agreement") between the
Corporation and the Underwriters, which Pricing Agreement
incorporates in its entirety all the provisions of the Base
Underwriting Agreement. The Securities were issued under the
Indenture, dated as of January 15, 1991 (the "Base Indenture"),
between the Corporation and First Trust of New York, National
Association (whose name has been changed to U.S. Trust Bank
National Association), as successor trustee (the "Trustee"), as
supplemented by a First Supplemental Indenture, dated as of May
19, 1997 (the "First Supplemental Indenture") between the
Corporation and the Trustee and a Second Supplemental Indenture,
dated April 26, 1999, between the Corporation and the Trustee (the
"Second Supplemental Indenture").
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits:
1.1(a) The Underwriting Agreement of the Corporation, dated
April 21, 1999, among the Corporation and J.P.
Morgan Securities Inc. and Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated.
1.1(b) Pricing Agreement, dated April 21, 1999, among the
Corporation and J.P. Morgan Securities Inc. and
Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated.
1.1(c) Second Supplemental Indenture, dated April 26, 1999,
between the Corporation and U.S. Bank Trust National
Association, as Trustee.
5.1 Opinion of William A. Noell, Jr., Corporate Counsel
of the Corporation.
5.2 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP,
special counsel to the Corporation.
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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.
Dated: April 29, 1999
NORFOLK SOUTHERN CORPORATION
(Registrant)
By: /s/ Dezora M. Martin
Dezora M. Martin
Corporate Secretary
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EXHIBIT INDEX
Exhibit
Number Description
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1.1(a) Underwriting Agreement of the Corporation, dated April 21, 1999,
among the Corporation and J.P. Morgan Securities Inc. and Merrill
Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated.
1.1(b) Pricing Agreement, dated April 21, 1999, among the Corporation
and J.P. Morgan Securities Inc. and Merrill Lynch & Co., Merrill
Lynch, Pierce, Fenner & Smith Incorporated.
1.1(c) Second Supplemental Indenture, dated April 26, 1999, between the
Corporation and U.S. Bank Trust National Association, as Trustee.
5.1 Opinion of William A. Noell, Jr., Corporate Counsel of the Corpo-
ration.
5.2 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP, special
counsel to the Corporation.
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