As filed with the Securities and Exchange Commission on November 1, 2002
Registration No. 333-
__________
FORM S-8
SECURITIES AND EXCHANGE COMMISSION
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
__________
NORFOLK SOUTHERN CORPORATION
(Exact name of issuer as specified in its charter)
Virginia 52-1188014
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Three Commercial Place 23510-2191
Norfolk, Virginia (Zip Code)
(Address of Principal Executive Offices)
THOROUGHBRED RETIREMENT INVESTMENT PLAN
OF NORFOLK SOUTHERN CORPORATION
AND PARTICIPATING SUBSIDIARY COMPANIES
(Full title of the plan)
HENRY D. LIGHT, Esquire
Senior Vice President - Law
Norfolk Southern Corporation
Three Commercial Place
Norfolk, Virginia 23510-2191
(Name and address of agent for service)
Telephone number, including area code, of agent for service:
(757) 629-2772
__________
CALCULATION OF REGISTRATION FEE
_________________________________________________________________
Proposed Proposed
Title of maximum maximum Amount
securities Amount offering aggregate of regis-
to be to be price offering tration
registered registered per share* price* fee
_________________________________________________________________
Norfolk 6,000,000 $20.40 $122,400,000.00 $11,260.80
Southern shares
Corporation
Common Stock
$1.00 par value
In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
*Estimated solely for the purpose of determining the amount of the
registration fee in accordance with Rule 457 (c) and (h), based upon
a price of $20.40 per share for 6,000,000 shares of Common Stock
issued under the Thoroughbred Retirement Investment Plan of Norfolk
Southern Corporation and Participating Subsidiary Companies, such
price being the average of the high and low prices of the Common
Stock reported in the consolidated reporting system on October 29,
2002, a date within five business days prior to the date of filing
this Registration Statement.
NOTE: Pursuant to Rule 429, the Prospectus which relates to this
Registration Statement contains all of the information which would
currently be required in a prospectus relating to the securities
covered by Registration Statement No. 333-78939.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
EXPLANATORY NOTE
This Registration Statement is solely for the registration of additional
Norfolk Southern Corporation Common Stock for issuance under the
Thoroughbred Retirement Investment Plan of Norfolk Southern
Corporation and Participating Subsidiary Companies ("Plan").
Therefore, pursuant to General Instruction E to Form S-8, the
contents of the earlier registration statement relating to the Plan
(File No. 333-78939), including all post-effective amendments
thereto, are incorporated by reference into this Registration
Statement.
Item 5. Interests of Named Experts and Counsel.
An opinion has been rendered to the Corporation by Joseph C. Dimino,
Esquire, Senior General Counsel to the Corporation, stating that any
shares of Common Stock when issued and delivered for the purposes
described in the Plan will be duly authorized, legally issued and
fully paid and nonassessable. As of October 31, 2002, Mr. Dimino
was the beneficial owner, either directly or indirectly, of
approximately 6,721 shares of Common Stock. Also, as of October
31, 2002, Mr. Dimino held unexercised options to purchase 93,500
shares of Common Stock and 15,000 Performance Share Units.
Item 8. Exhibits.
Exhibit Number Description
5 (i) Opinion of Joseph C. Dimino, Esquire,
regarding the legality of the
securities being registered
(ii) The Registrant undertakes that it has
submitted or will submit the plan and
any amendment thereto to the Internal
Revenue Service ("IRS") in a timely
manner and has made or will make all
changes required by the IRS in order
to qualify the plan
23 Consents of Independent Auditors; Counsel:
(a) Consent of KPMG LLP
(b) Consent of KPMG LLP and Ernst & Young LLP
(c) Consent of Joseph C. Dimino, Esquire,
is contained in his opinion filed as
Exhibit 5 to the Registration Statement
24 Power of Attorney
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities
Act of 1933, Norfolk Southern Corporation certifies that it has
reasonable grounds to believe that it meets all the requirements
for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Norfolk, and Commonwealth of Virginia,
on this 1st day of November, 2002.
NORFOLK SOUTHERN CORPORATION
By: /s/ Dezora M. Martin
(Corporate Secretary)
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below on this 1st day
of November, 2002, by the following persons in the capacities
indicated.
Signature Title
David R. Goode* Chairman, President and Chief
Executive Officer and Director
(Principal Executive Officer)
/s/ Henry C. Wolf Vice Chairman and Chief Financial
Henry C. Wolf Officer(Principal Financial Officer)
John P. Rathbone* Senior Vice President and Controller
(Principal Accounting Officer)
Gerald L. Baliles* Director
Carroll A. Campbell, Jr.* Director
Gene R. Carter* Director
Alston D. Correll* Director
Landon Hilliard* Director
Steven F. Leer* Director
Jane Margaret O'Brien* Director
Harold W. Pote* Director
J. Paul Reason* Director
*By: /s/ Henry D. Light
(Henry D. Light) Attorney-in-Fact
The Plan. Pursuant to the requirements of the Securities Act
of 1933, the managers (persons who administer the employee benefit
plan) of the Thoroughbred Retirement Investment Plan of Norfolk
Southern Corporation and Participating Subsidiary Companies have duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Norfolk,
Commonwealth of Virginia, on this 1st day of November, 2002.
THOROUGHBRED RETIREMENT INVESTMENT
PLAN OF NORFOLK SOUTHERN CORPORATION
AND PARTICIPATING SUBSIDIARY
COMPANIES
By /s/ Henry C. Wolf
(Henry C. Wolf, Manager)
By /s/ James A. Hixon, Manager
(James A. Hixon, Manager)
By /s/ Thomas H. Mullenix, Jr.
(Thomas H. Mullenix, Jr., Manager)
INDEX TO EXHIBITS
Exhibit Number Description
5 (i) Opinion of Joseph C. Dimino,
Esquire, regarding the legality
of the securities being registered
23 Consents of Independent Auditors; Counsel:
(a) Consent of KPMG LLP
(b) Consent of KPMG LLP and Ernst
& Young LLP
(c) Consent of Joseph C. Dimino,
Esquire, is contained in his
opinion filed as Exhibit 5 to
the Registration Statement
24 Power of Attorney