Norfolk Southern Corp – ‘8-A12B’ on 9/26/00

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Registration of a Class of Securities   —   Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12B      Registration of a Class of Securities                  5±    26K 
 2: EX-1        Exhibit 1 - Rights Agreement                          55±   239K 

8-A12B   —   Registration of a Class of Securities
Document Table of Contents

SECURITIES AND EXCHANGE COMMISSION    

Washington, D.C. 20549    
----------------------    

FORM 8-A    

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES     
PURSUANT TO SECTION 12(b) OR (g) OF THE     
SECURITIES EXCHANGE ACT OF 1934     

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

VIRGINIA                                         52-1188014       
------------------------------------------------------------------------------  
(State of Incorporation or Organization)     (IRS Employer Identification No.)  

Three Commercial Place                                                          
Norfolk, Virginia                                          23510-2191           
------------------------------------------------------------------------------  
(Address of principal executive offices)                    (Zip Code)          

If this form relates to the               If this form relates to the           
registration of a class of                registration of a class of            
securities pursuant to Section            securities pursuant to Section        
12(b) of the Exchange Act and is          12(g) of the Exchange Act and is      
effective pursuant to General             effective pursuant to General         
Instruction A.(c), please check the       Instruction A.(d), please check the   
following box. |X|                        following box. |_|                    

Securities Act registration statement file number to which this form relates:   
N/A     
-----------------------------------------------------------------------------   
(If applicable)     

Securities to be registered pursuant to Section 12(b) of the Act:               

                         Name of each exchange
Title of each class                 on which each class is          
to be so registered                 to be registered                
-------------------                 -----------------------------   

Preferred Stock Purchase            New York Stock Exchange         
Rights (Pursuant to                                                 
Rights Agreement, dated                                             
as of September 26, 2000)                                           

Securities to be registered pursuant to Section 12(g) of the Act:               

None    
-----------------------------------------------------------------------------   
(Title of Class)    

ITEM 1.     DESCRIPTION OF SECURITIES TO BE REGISTERED.                         
------------------------------------------              

      On September 26, 2000, the Board of Directors (the "Board") of
Norfolk Southern Corporation (the "Company") declared a dividend                
distribution of one Right for each outstanding share of Common Stock, par       
value $1.00 per share, of the Company ("Common Stock"). The distribution is     
payable to the stockholders of record at the close of business on October       
16, 2000. Each Right entitles the registered holder to purchase from the        
Company one one-thousandth of a share of a series of the Company's              
preferred stock designated as Series A Junior Participating Preferred Stock     
("Preferred Stock") at a price of $85.00 per one one-thousandth of a share      
(the "Purchase Price"), subject to adjustment. The description and terms of     
the Rights are set forth in a Rights Agreement (the "Rights Agreement"),        
dated as of September 26, 2000, between the Company and The Bank of New         
York, as Rights Agent (the "Rights Agent").                                     

  Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no separate Rights       
Certificates will be distributed. Subject to certain exceptions specified       
in the Rights Agreement, the Rights will separate from the Common Stock and     
a Distribution Date will occur upon the earlier of (i) 10 business days         
following a public announcement that a person or group of affiliated or         
associated persons (an "Acquiring Person") has acquired beneficial              
ownership of 15% or more of the outstanding shares of Common Stock (the         
"Stock Acquisition Date"), other than as a result of repurchases of stock       
by the Company or through inadvertence by certain institutional                 
stockholders or (ii) 10 business days (or such later date as the Board          
shall determine) following the commencement of a tender offer or exchange       
offer that would result in a person or group becoming an Acquiring Person.      
Until the Distribution Date, (i) the Rights will be evidenced by the Common     
Stock certificates and will be transferred with and only with such Common       
Stock certificates, (ii) new Common Stock certificates issued after the         
Record Date will contain a notation incorporating the Rights Agreement by       
reference and (iii) the surrender for transfer of any certificates for          
Common Stock outstanding will also constitute the transfer of the Rights        
associated with the Common Stock represented by such certificate. Pursuant      
to the Rights Agreement, the Company reserves the right to require prior to     
the occurrence of a Triggering Event (as defined below) that, upon any          
exercise of Rights, a number of Rights be exercised so that only whole          
shares of Preferred Stock will be issued.                                       

      The Rights are not exercisable until the Distribution Date and
will expire at 5:00 P.M. (New York City time) on September 26, 2010 (the        
"Expiration Date"), unless such date is extended or the Rights are earlier      
redeemed or exchanged by the Company as described below.                        

  As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of the Common Stock as of      
the close of business on the Distribution Date and, thereafter, the             
separate Rights Certificates alone will represent the Rights. Except as         
otherwise determined by the Board, only shares of Common Stock issued prior     
to the Distribution Date will be issued with Rights.                            

    In the event that a Person becomes an Acquiring Person, each
holder of a Right will thereafter have the right to receive, upon exercise,     
Common Stock (or, in certain circumstances, cash, property or other             
securities of the Company) having a value equal to two times the exercise       
price of the Right. Notwithstanding any of the foregoing, following the         
occurrence of the event set forth in this paragraph, all Rights that are,       
or (under certain circumstances specified in the Rights Agreement) were,        
beneficially owned by any Acquiring Person will be null and void. However,      
Rights are not exercisable following the occurrence of any of the events        
set forth above until such time as the Rights are no longer redeemable by       
the Company as set forth below.                                                 

       For example, at an exercise price of $100 per Right, each Right
not owned by an Acquiring Person (or by certain related parties) following      
any one of the events set forth in the preceding paragraph would entitle        
its holder to purchase $200 worth of Common Stock (or other consideration,      
as noted above) for $100. Assuming that the Common Stock had a per share        
value of $20 at such time, the holder of each valid Right would be entitled     
to purchase 10 shares of Common Stock for $100.                                 

      In the event that, on or at any time after a Stock Acquisition
Date, the Company (i) engages in a merger or other business combination         
transaction (in which the Company is not the surviving corporation), (ii)       
the Company engages in a merger or other business combination transaction       
in which the Company is the surviving corporation and any shares of the         
Company's Common Stock are changed into or exchanged for other securities       
or assets, or (iii) 50% or more of the assets, cash flow or earning power       
of the Company and its subsidiaries (taken as a whole) are sold or              
transferred, each holder of a Right (except as noted below) shall               
thereafter have the right to receive, upon the exercise thereof at the then     
current exercise price of the Right, that number of shares of common stock      
of the acquiring Company which at the time of such transaction would have a     
market value (determined as provided in the Rights Agreement) of two times      
the exercise price of the Right. The events set forth in this paragraph and     
in the second preceding paragraph are referred to as the "Triggering            
Events."                                                                        

Up to and including the tenth business day after a Stock
Acquisition Date, the Company may redeem the rights in whole, but not in        
part, at a price of $.001 per Right (payable in cash, Common Stock or other     
consideration deemed appropriate by the Board). Promptly upon the action of     
the Board electing to redeem the Rights, the Rights will terminate and the      
only right of the holders of Rights will be to receive the $.001 Redemption     
Price.                                                                          

  At any time after a person becomes an Acquiring Person and
prior to the acquisition by such person or group of fifty percent (50%) or      
more of the outstanding Common Stock, the Board may exchange the Rights         
(other than Rights owned by such person or group which have become null and     
void), in whole or in part, for Common Stock at an exchange ratio of one        
share of Common Stock, or one one-thousandth of a share of Preferred Stock      
(or of a share of a class or series of the Company's preferred stock having     
equivalent rights, preferences and privileges), per Right (subject to           
adjustment).                                                                    

     Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without              
limitation, the right to vote or to receive dividends. While the                
distribution of the Rights will not be taxable to stockholders or to the        
Company, stockholders may, depending upon the circumstances, recognize          
taxable income in the event that the Rights become exercisable for Common       
Stock (or other consideration) of the Company or for common stock of the        
acquiring company or in the event of the redemption of the Rights as set        
forth above.                                                                    

       Any of the provisions of the Rights Agreement may be amended by
the Board of the Company prior to the Distribution Date. After the              
Distribution Date, the provisions of the Rights Agreement may be amended by     
the Board in order to cure any ambiguity, to make changes which do not          
adversely affect the interests of holders of Rights, or to shorten or           
lengthen any time period under the Rights Agreement. The foregoing              
notwithstanding, no amendment may be made at such time as the Rights are        
not redeemable.                                                                 

   As of September 15, 2000, there were 383,498,615 (excluding
21,627,902 shares held by the Company's consolidated subsidiaries) shares       
of Common Stock issued and outstanding. As of September 15, 2000, options       
to purchase 24,653,650 shares of Common Stock were outstanding. Each share      
of Common Stock outstanding at the close of business on October 16, 2000,       
will receive one Right. So long as the Rights are attached to the Common        
Stock, one additional Right (as such number may be adjusted pursuant to the     
provisions of the Rights Agreement) shall be deemed to be delivered for         
each share of Common Stock issued or transferred by the Company in the          
future. In addition, following the Distribution Date and prior to the           
expiration or redemption of the Rights, the Company may issue Rights when       
it issues Common Stock only if the Board deems it to be necessary or            
appropriate, or in connection with the issuance of shares of Common Stock       
pursuant to the exercise of stock options or under employee plans or upon       
the exercise, conversion or exchange of certain securities of the Company.      
600,000 shares of Preferred Stock are initially reserved for issuance upon      
exercise of the Rights.                                                         

     The Rights may have certain anti-takeover effects. The Rights
will cause substantial dilution to a person or group that attempts to           
acquire the Company in a manner which causes the Rights to become discount      
Rights unless the offer is conditional on a substantial number of Rights        
being acquired. The Rights, however, should not affect any prospective          
offeror willing to make an offer at a price that is fair and not inadequate     
and otherwise in the best interest of the Company and its stockholders. The     
Rights should not interfere with any merger or other business combination       
approved by the Board since the Board may, at its option, at any time until     
ten business days following the Stock Acquisition Date redeem all but not       
less than all the then outstanding Rights at the Redemption Price.              

     The Rights Agreement, dated as of September 26, 2000, between
the Company and The Bank of New York, as Rights Agent, specifying the terms     
of the Rights is attached hereto as an exhibit and is incorporated herein       
by reference. The foregoing description of the Rights is qualified in its       
entirety by reference to such exhibit.                                          

ITEM 2.     EXHIBITS.                                                           

1     Rights Agreement, dated as of September 26, 2000, between     
 Norfolk Southern Corporation and The Bank of New York, as
    Rights Agent, including the form of Articles of Amendment as
      Exhibit A, the form of Rights Certificate as Exhibit B and the
   Summary of Rights to Purchase Preferred Stock as Exhibit C.
     Pursuant to the Rights Agreement, printed Rights Certificates
     will not be mailed until after the Distribution Date (as such
term is defined in the Rights Agreement).               

SIGNATURE     

    Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this registration          
statement to be signed on its behalf by the undersigned, thereunto duly         
authorized.                                                                     

Dated: September 26, 2000           NORFOLK SOUTHERN CORPORATION                

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

EXHIBIT INDEX       

Exhibit   Description                                                         

1     Rights Agreement, dated as of September 26, 2000, between     
 Norfolk Southern Corporation and The Bank of New York, as
    Rights Agent, including the form of Articles of Amendment as
      Exhibit A, the form of Rights Certificate as Exhibit B and the
   Summary of Rights to Purchase Preferred Stock as Exhibit C.
     Pursuant to the Rights Agreement, printed Rights Certificates
     will not be mailed until after the Distribution Date (as such
term is defined in the Rights Agreement).               

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-A12B’ Filing		Date		Other Filings
		9/26/10
		10/16/00
Filed on:		9/26/00		8-K
		9/15/00
				List all Filings

16 Subsequent Filings that Reference this Filing

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

12/20/23  Norfolk Southern Corp.            S-3ASR     12/20/23    8:686K                                   2ENGAGE/FA
11/21/23  Norfolk Southern Corp.            424B5                  2:421K                                   2ENGAGE/FA
11/20/23  Norfolk Southern Corp.            424B5                  1:405K                                   2ENGAGE/FA
 8/01/23  Norfolk Southern Corp.            424B5                  2:410K                                   2ENGAGE/FA
 7/31/23  Norfolk Southern Corp.            424B5                  1:396K                                   2ENGAGE/FA
 1/27/23  Norfolk Southern Corp.            424B5                  2:476K                                   2ENGAGE/FA
 1/26/23  Norfolk Southern Corp.            424B5                  1:467K                                   2ENGAGE/FA
 6/06/22  Norfolk Southern Corp.            424B5                  2:384K                                   2ENGAGE/FA
 6/02/22  Norfolk Southern Corp.            424B5                  1:375K                                   2ENGAGE/FA
 2/17/22  Norfolk Southern Corp.            424B5                  2:417K                                   2ENGAGE/FA
 2/15/22  Norfolk Southern Corp.            424B5                  1:405K                                   2ENGAGE/FA
 8/18/21  Norfolk Southern Corp.            424B5                  1:388K                                   2ENGAGE/FA
 8/16/21  Norfolk Southern Corp.            424B5                  1:378K                                   2ENGAGE/FA
 5/05/21  Norfolk Southern Corp.            424B5                  1:433K                                   2ENGAGE/FA
 5/03/21  Norfolk Southern Corp.            424B5                  1:420K                                   2ENGAGE/FA
 2/04/21  Norfolk Southern Corp.            S-3ASR      2/04/21    7:468K                                   2ENGAGE/FA