Norfolk Southern Railway Co/VA – ‘8-K’ for 6/23/97

As of:  Monday, 6/30/97   ·   For:  6/23/97   ·   Accession #:  92275-97-11   ·   File #:  1-00743

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Nsr 8-K                                                4     14K 
 2: EX-10       Transaction Agt.                                     112±   405K 
 3: EX-99       Press Release                                          7±    27K 

8-K   —   Nsr 8-K
Document Table of Contents

8-K
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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.)              

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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.   

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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.                         

            NORFOLK SOUTHERN RAILWAY COMPANY
          (Registrant)

     By:  /s/ Dezora M. Martin

      Dezora M. Martin
                   Assistant Corporate Secretary

Date: June 30, 1997                                                             

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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.                              

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		6/30/97		3					10-Q
For Period End:		6/23/97		1		4
		6/10/97		2		4
		4/8/97		2					8-K
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