Norfolk Southern Corp – ‘8-K’ for 5/17/05

On:  Wednesday, 5/18/05, at 9:49am ET   ·   For:  5/17/05   ·   Accession #:  950172-5-1616   ·   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                                         4     13K 
 2: EX-99       Exhibit 99.1 - Tenth Supplemental Indenture           17±    77K 
 3: EX-99       Exhibit 99.2 - Eleventh Supplemental Indenture        17±    77K 

8-K   —   Current Report
Document Table of Contents

8-K
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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): 
May 18, 2005 (May 17, 2005) 

NORFOLK SOUTHERN CORPORATION
(Exact Name of Registrant as Specified in Its Charter)

Virginia
(State or Other Jurisdiction of Incorporation)

1-8339                                            52-1188014    
(Commission File Number)                       (IRS Employer 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

No Change 
(Former Name or Former Address, if Changed Since Last Report) 

Check the appropriate box below if the Form 8-K filing is intended to           
simultaneously satisfy the filing obligation of the registrant under any of the 
following provisions:                                                           

[ ]     Written communications pursuant to Rule 425 under the Securities Act    
(17 CFR 230.425)                                                

[ ]     Soliciting material pursuant to Rule 14a-12 under the Exchange Act      
(17 CFR 240.14a-12)                                             

[ ]     Pre-commencement communications pursuant to Rule 14d-2(b) under the     
Exchange Act (17 CFR 240.14d-2(b))                              

[ ]     Pre-commencement communications pursuant to Rule 13e-4(c) under the     
Exchange Act (17 CFR 240.13e-4(c))                              

8-K
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Item 8.01.        Other Events.                                                 

      On May 17, 2005, Norfolk Southern Corporation (the
"Corporation") issued $350.0 million aggregate principal amount of new          
unsecured 5.64% notes due 2029 (the "Notes due 2029") and $366.6 million        
aggregate principal amount of new unsecured 5.59% notes due 2025 (the "Notes    
due 2025" and together with the Notes due 2029, the "New Notes"). The New Notes 
were issued in connection with the Corporation's offer to exchange the New      
Notes and cash for: (i) up to $350 million of its outstanding 7.80% notes due   
2027, (ii) up to $200 million of its outstanding 7.25% notes due 2031 and (iii) 
any and all of its 9.00% notes due 2021, as more fully described in the         
prospectuses dated April 15, 2005.                                              

               The Notes due 2025 were issued under the Tenth Supplemental
Indenture, dated as of May 17, 2005, between the Corporation and U.S. Bank      
Trust National Association, as successor trustee (the "Trustee"), to the        
Indenture, dated as of January 15, 1991 (the "Base Indenture"), between the     
Corporation and the Trustee, as supplemented from time to time.                 

     The Notes due 2029 were issued under the Eleventh
Supplemental Indenture, dated May 17, 2005, between the Corporation and the     
Trustee, to the Base Indenture, between the Corporation and the Trustee, as     
supplemented from time to time.                                                 

            The Tenth and Eleventh Supplemental Indentures are filed
herewith as Exhibits 99.1 and 99.2, respectively.                               

Item 9.01.        Financial Statements and Exhibits.                            

(c)   Exhibits                                                                  

Exhibit No.           Description                                               
-----------           -----------                                               

   99.1            Tenth Supplemental Indenture, dated as of May 17, 2005,
              between Norfolk Southern Corporation and U.S. Bank
   Trust National Association, as Trustee.

      99.2            Eleventh Supplemental Indenture, dated as of May 17, 2005,
         between Norfolk Southern Corporation and U.S.
        Bank Trust National Association, as Trustee.

8-K
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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 CORPORATION
                                (Registrant)

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

Date:  May 18, 2005                                                             

8-K
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EXHIBIT INDEX 

   99.1            Tenth Supplemental Indenture, dated as of May 17, 2005,
              between Norfolk Southern Corporation and U.S. Bank
   Trust National Association, as Trustee.

      99.2            Eleventh Supplemental Indenture, dated as of May 17, 2005,
         between Norfolk Southern Corporation and U.S.
        Bank Trust National Association, as Trustee.

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		5/18/05		1		3
For Period End:		5/17/05		1		4
		4/15/05		2					424B3,  8-K
									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