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))
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.
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
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.