Norfolk Southern Corp – ‘8-K’ for 5/14/97

As of:  Wednesday, 5/21/97   ·   For:  5/14/97   ·   Accession #:  950172-97-494   ·   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±    13K 
 2: EX-1        Exhibit 1.1(A) - Underwriting Agreement               26±   100K 
 3: EX-1        Exhibit 1.1(B) - Pricing Agreement                     3±    16K 
 4: EX-1        Exhibit 1.1(C) - Pricing Agreement                     3±    16K 
 5: EX-1        Exhibit 1.1(D) - First Supplemental Indenture         60±   248K 
 6: EX-5        Exhibit 5.1 - Opinion                                  3±    19K 
 7: 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): May 14, 1997    

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

Virginia                   1-8339                  52-1188014 
----------------------      -------------------     ------------------      
(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  
----------------------------  
(Registrant's telephone number) 

No Change 
----------------------------------------------------------- 
(Former name or former address, if changed since last report) 

ITEM 5.     OTHER EVENTS                                                        

       On May 14, 1997, Norfolk Southern Corporation (the "Corporation")
    entered into (i) a Pricing Agreement, dated May 14, 1997, with
J.P. Morgan Securities Inc., for themselves and as        
representative of the Underwriters named therein (the     
"Underwriters"), which incorporates the provisions of the 
   Underwriting Agreement of the Corporation, dated May 14, 1997
     (the "Underwriting Agreement"), in connection with the proposed
   issuance and sale of the Corporation's 6.70% Notes due May 1,
    2000, 6.95% Notes due May 1, 2002, 7.70% Note due May 15, 2017
   and 7.05% Notes due May 1, 2037 and (ii) a Pricing Agreement,
  dated May 14, 1997, with Merrill Lynch & Co., for themselves
and as representative of the Underwriters, which incor-   
porates the provisions of the Underwriting Agreement,     
in connection with the proposed issuance and sale of the  
     Corporation's 6.875% Notes due May 1, 2001, 7.35% Notes due May
    15, 2007, 7.80% Notes due May 15, 2027 and 7.90% Notes due May
1, 2097.                                                  

ITEM 7.     FINANCIAL STATEMENTS AND EXHIBITS                                   

(c)  Exhibits:                                          

1.1(a)  The Underwriting Agreement of the   
    Corporation, dated May 14, 1997.

1.1(b)  Pricing Agreement, dated May 14,    
                 1997, between the Corporation and J.P. Morgan
Securities Inc.             

          1.1(c)  Pricing Agreement, dated May 14, 1997, between
           the Corporation and Merrill Lynch & Co.

1.1(d)  First Supplemental Indenture, dated 
         May 19, 1997, between the Corporation
                      and First Trust of New York, 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 Under-
writers.                    

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: May 21, 1997                                                             

                                NORFOLK SOUTHERN CORPORATION
                                  (Registrant)

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

EXHIBIT INDEX 

Exhibit                                                             
Number              Description                                     

1.1(a)      The Underwriting Agreement of the Corporation,          
dated May 14, 1997.                         

1.1(b)      Pricing Agreement, dated May 14, 1997,                  
           between the Corporation and J.P. Morgan Securities Inc.

1.1(c)      Pricing Agreement, dated May 14, 1997, between the      
Corporation and Merrill Lynch & Co.         

1.1(d)      First Supplemental Indenture, dated May                 
19, 1997, between the Corporation and First 
Trust of New York, National Association,    
as Trustee.                                 

5.1         Opinion of William A. Noell, Jr., Corporate             
Counsel of the Company.                     

5.2         Opinion of Skadden, Arps, Slate, Meagher &              
  Flom LLP, special counsel to the Underwriters.

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing		Date		Other Filings
		5/1/37
		5/15/27
		5/15/17
		5/15/07		4
		5/1/02		8-K,  DEFA14A
		5/1/01
		5/1/00
Filed on:		5/21/97
		5/19/97
For Period End:		5/14/97		10-Q
				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