Norfolk Southern Corp – ‘8-K’ for 2/6/01

On:  Wednesday, 2/7/01, at 5:18pm ET   ·   For:  2/6/01   ·   Accession #:  950172-1-164   ·   File #:  1-08339

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         3±    15K 
 2: EX-1        Exhibit 1.1(A) - Underwriting Agreement               26±   101K 
 3: EX-1        Exhibit 1.1(B) - Pricing Agreement                     3±    15K 
 4: EX-4        Exhibit 4.1 - Fourth Supplemental Indenture           23±   115K 
 5: EX-5        Exhibit 5.1 - Opinion                                  3±    18K 
 6: EX-5        Exhibit 5.2 - Opinion                                  4±    22K 

8-K   —   Current Report
Document Table of Contents

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): February 6, 2001    

NORFOLK SOUTHERN CORPORATION    
------------------------------------------------------    
(Exact name of registrant as specified in its charter)    

   Virginia                      1-8339                 52-1188014
----------------------------   ------------------------    ------------------   
(State or other jurisdiction   (Commission File Number)      (IRS Employer      
   of incorporation)                                     Identification No.)

Three Commercial Place                              
 Norfolk, Virginia                    23510-9241
----------------------------------------      --------------        
(Address of principal executive offices)        (Zip)Code)          

(757) 629-2680    
-------------------------------     
(Registrant's telephone number,     
including area code)    

Not Applicable    
-------------------------------------------------------------     
(Former name or former address, if changed since last report)     

ITEM 5.     Other Events.                                                       

 On February 6, 2001, Norfolk Southern Corporation (the "Corporation")
 issued and sold $300,000,000 aggregate principal amount of its 6 3/4%
Senior Notes due February 15, 2011 (the " 6 3/4% Notes") and        
$700,000,000 aggregate principal amount of its 7 1/4% Senior Notes  
due February 15, 2031 (the "7 1/4% Notes" and, together with the 6  
 3/4% Notes, the "Securities"). The Securities were issued pursuant to
the Corporation's Underwriting Agreement, dated February 1, 2001    
(the "Base Underwriting Agreement") and the Pricing Agreement, dated
 February 1, 2001 (the "Pricing Agreement" and, together with the Base
Underwriting Agreement, the "Underwriting Agreement") among the     
Corporation and Merrill Lynch and Co., Merrill Lynch, Pierce, Fenner
& Smith Incorporated and Morgan Stanley & Co. Incorporated, as      
representatives of the several underwriters named in the Pricing    
Agreement (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, 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 and a Fourth          
Supplemental Indenture, dated as of February 6, 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 February 1, 2001.         

            1.1(b)  Pricing Agreement, dated February 1, 2001, among the
                   Corporation and Merrill Lynch & Co., Merrill Lynch,
              Pierce, Fenner & Smith Incorporated and Morgan
                 Stanley & Co. Incorporated, as representatives of
                the Underwriters named in the Pricing Agreement.

             4.1   Fourth Supplemental Indenture, dated as of February
                    6, 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.

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:  February 7, 2001          NORFOLK SOUTHERN CORPORATION                  
                (Registrant)

              By:   /s/ Dezora M. Martin
                           ---------------------------------
          Dezora M. Martin
             Corporate Secretary

EXHIBIT INDEX     

Exhibit                                                                         
Number                     Description                                          
-------                    -----------                                          

1.1(a)      Base Underwriting Agreement of the Corporation, dated               
February 1, 2001.                                       

1.1(b)      Pricing Agreement, dated February 1, 2001, among the                
   Corporation and Merrill Lynch & Co., Merrill Lynch, Pierce,
Fenner & Smith Incorporated and Morgan Stanley & Co.    
     Incorporated, as representatives of the Underwriters named in
the Pricing Agreement.                                  

4.1         Fourth Supplemental Indenture, dated as of February 6, 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.                             

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing		Date		Other Filings
		2/15/31
		2/15/11		4
Filed on:		2/7/01
For Period End:		2/6/01		8-K
		2/1/01
		5/23/00		8-K
		4/26/99		8-K
		5/19/97
				List all Filings

4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/05/24  Norfolk Southern Corp.            10-K       12/31/23  117:12M
 2/03/23  Norfolk Southern Corp.            10-K       12/31/22  117:15M
 2/04/22  Norfolk Southern Corp.            10-K       12/31/21  120:12M
 2/04/21  Norfolk Southern Corp.            10-K       12/31/20  120:14M