UNITED STATES
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): October 3, 1997
NORTH CAROLINA RAILROAD COMPANY
(Exact name of registrant as specified in its charter)
North Carolina
(State or other jurisdiction of incorporation)
0-15768 56-6003280
(Commission File Number) (IRS Employer Identification No.)
3200 Atlantic Avenue
Suite 110
Raleigh, North Carolina 27604
(Address of principal executive offices) (Zip Code)
(919) 954-7601
(Registrant's telephone number, including area code)
This document contains - pages.
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Table of Contents
Item 5. Other Events . . . . . . . . . . . . . . . . . . . 3
Item 7. Financial Statements and Exhibits . . . . . . . . 4
Signatures . . . . . . . . . . . . . . . . . . . . . . . . 4
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Item 5. Other Events
On April 7, 1997, the Registrant, the State of North Carolina and the
Beaufort & Morehead Railroad Company (a North Carolina corporation whose stock
is wholly owned by the State of North Carolina) ("State") executed a Letter of
Intent to reach a definitive agreement for a plan of merger, whereby the State
would acquire the shares of the Registrant held by shareholders other than the
State, (the "non-State shares") at a cash price of $66.00 per share.
On August 27, 1997, the General Assembly of North Carolina approved
legislation authorizing a $61 million reserve fund which, in addition to other
funds of the State, is authorized for an investment to fund the acquisition of
the non-State shares consistent with the Letter of Intent.
On October 3, 1997, the Registrant reached a definitive agreement
("agreement") with the North Carolina Department of Transportation of the State
of North Carolina (DOT) and the Beaufort & Morehead Railroad Company for a plan
of merger for the State to acquire the non-State shares at a cash price of
$66.00. The agreement is subject to corporate and governmental approvals,
including approval by the shareholders of the Registrant and a majority of the
shares held by non-State shareholders and to other conditions, and also provides
that either the State or the Registrant may terminate the agreement if closing
does not occur on or before May 5, 1998. The Registrant expects to call a
shareholder meeting to vote on the agreement in late 1997 or early 1998.
The foregoing forward-looking statements contained herein are subject
to certain risks and uncertainties which could cause actual results to differ
significantly. There can be no assurance that any approvals required by the
government or the Registrant's shareholders could be obtained to authorize
closing on the agreement. The Registrant does not know what effect, if any, an
acquisition of the shares by the State, if consummated, will have on the
Registrant's relationship with Norfolk Southern, pending litigation between
Norfolk Southern and the Registrant, or the Registrant's ability to continue to
qualify as a Real Estate Investment Trust.
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Item 7. Financial Statements and Exhibits
c. Exhibits
Index to Exhibits
Exhibit Item
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99.1 Agreement and Plan of Merger, dated
October 3, 1997, between the
Registrant, Beaufort & Morehead
Railroad Company, and the North
Carolina Department of
Transportation, which is
incorporated by reference into this
Form 8-K.
SIGNATURE
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.
Date: October 7, 1997 By: \s\ R. Samuel Hunt, III
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R. Samuel Hunt, III
President
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