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): July 5, 2001
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 or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
Three Commercial Place
Norfolk, Virginia 23510-9241
(Address of principal executive offices) (Zip Code)
(757) 629-2680
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(Registrant's telephone number,
including area code)
NOT APPLICABLE
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(Former name or former address, if changed since last report)
ITEM 5. Other Events.
On July 5, 2001, Norfolk Southern Corporation (the "Corporation") issued
and sold $250,000,000 aggregate principal amount of its Floating Rate
Senior Notes due July 7, 2003 (the "Securities"). The Securities were
issued pursuant to the Corporation's Underwriting Agreement, dated June
29, 2001 (the "Base Underwriting Agreement") and the Pricing Agreement,
dated June 29, 2001 (the "Pricing Agreement" and, together with the Base
Underwriting Agreement, the "Underwriting Agreement") between the
Corporation and Merrill Lynch and Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated, as the underwriter (the "Underwriter") named in the
Pricing Agreement, 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, between the
Corporation and U.S. Trust Bank National Association, formerly known as
First Trust of New York, National Association, as successor trustee (the
"Trustee"), as supplemented by a First Supplemental Indenture, dated as of
May 19, 1997, between the Corporation and the Trustee, a Second
Supplemental Indenture, dated as of April 26, 1999, between the
Corporation and the Trustee, a Third Supplemental Indenture, dated as of
May 23, 2000, between the Corporation and the Trustee, a Fourth
Supplemental Indenture, dated as of February 6, 2001, between the
Corporation and the Trustee, and a Fifth Supplemental Indenture, dated as
of July 5, 2001, between the Corporation and the Trustee.
ITEM 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
c) Exhibits:
1.1(a) Base Underwriting Agreement of the
Corporation, dated June 29, 2001.
1.1(b) Pricing Agreement, dated June 29, 2001,
between the Corporation and Merrill Lynch &
Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, as the Underwriter named in the
Pricing Agreement.
4.1 Fifth Supplemental Indenture, dated as of
July 5, 2001, between the Corporation and
U.S. Bank Trust National Association, as
Trustee.
5.1 Opinion of Joseph C. Dimino, Esq., General
Counsel-Corporate 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: July 5, 2001 NORFOLK SOUTHERN CORPORATION
(Registrant)
By: /s/ Reginald J. Chaney
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Reginald J. Chaney
Assistant Corporate Secretary
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EXHIBIT INDEX
Exhibit
Number Description
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1.1(a) Base Underwriting Agreement of the Corporation, dated June 29,
2001.
1.1(b) Pricing Agreement, dated June 29, 2001, between the
Corporation and Merrill Lynch & Co., Merrill Lynch, Pierce,
Fenner & Smith Incorporated, as the Underwriter named in the
Pricing Agreement.
4.1 Fifth Supplemental Indenture, dated as of July 5, 2001,
between the Corporation and U.S. Bank Trust National
Association, as Trustee.
5.1 Opinion of Joseph C. Dimino, Esq., General Counsel-Corporate
of the Corporation.
5.2 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP, special
counsel to the Corporation.
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