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):
April
8, 2008 (April 4, 2008)
________________________________
NORFOLK
SOUTHERN CORPORATION
(Exact
name of registrant as specified in its charter)
________________________________
|
Virginia
|
1-8339
|
52-1188014
|
|
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
Number)
|
|
Three
Commercial Place
|
(757)
629-2680
|
|
|
Norfolk,
Virginia
23510-9241
|
(Registrant's
telephone number, including area code)
|
|
|
(Address
of principal executive offices)
|
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
1.01 Entry into a Material
Definitive Agreement
Item
2.03 Creation of a Direct
Financial Obligation of a Registrant
On April
4, 2008, the Registrant entered into an Indenture (the “Indenture”) with U.S.
Bank Trust National Association (“U.S. Bank”), as trustee, pursuant to which the
Registrant issued $600,000,000 aggregate principal amount of the Registrant’s
5.750% Senior Notes due 2018 (the “Notes”). The Notes were sold
pursuant to the Purchase Agreement, dated April 1, 2008 (the “Purchase
Agreement”), filed by the Registrant on a Current Report on Form 8-K on April 4,
2008, which is hereby incorporated by reference. The Indenture
provides that the Notes will pay interest semiannually at a rate of 5.75% per
annum and that the Notes will be redeemable, in whole or in part, at the
Registrant's option, at any time and from time to time, at a redemption price
payable in cash equal to the greater of: (i) 100% of the principal amount of the
Notes being redeemed and (ii) the sum of the present values of the remaining
scheduled payments of principal and interest thereon (exclusive of interest
accrued to the date of redemption) discounted to the redemption date on a
semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at
a specified rate, plus in each case accrued and unpaid interest, if any, to, but
not including, the redemption date. The Indenture contains customary
events of default with respect to the Notes, including failure to make required
payments, failure to comply with certain agreements or covenants, acceleration
of other indebtedness, and certain events of bankruptcy and
insolvency. The Indenture is filed herewith as Exhibit 4.1, and
the description of the Indenture contained herein is qualified by reference
thereto.
On April
4, 2008, in connection with the sale of the Notes, the Registrant entered into a
Registration Rights Agreement (the “Registration Rights Agreement”) with Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc. and
Deutsche Bank Securities Inc., as representatives of the initial purchasers of
the Notes under the Purchase Agreement (collectively, the “Initial
Purchasers”). Under the Registration Rights Agreement, the Registrant
has agreed to file with the Securities and Exchange Commission within
180 days after the closing date of the offering, and use commercially
reasonable efforts to have declared effective within 270 days from the
closing date, an exchange offer registration statement pursuant to which the
Registrant will issue in exchange for tendered Notes registered securities
containing terms identical to the Notes in all material respects. The
Registration Rights Agreement is filed herewith as Exhibit 4.2, and the
description of the Registration Rights Agreement contained herein is qualified
by reference thereto.
The Notes will be
issued in fully registered book-entry form and will be represented by one or
more permanent global certificates in definitive fully registered
book-entry form (each a
“Global Note”). Each of three Global Notes executed by the Registrant
is filed herewith as Exhibits 4.3, 4.4 and 4.5, respectively, and
the description of the Global Notes contained herein is qualified by reference
thereto.
U.S. Bank
and its affiliates, as well as certain of the Initial Purchasers and their
respective affiliates, have, from time to time, performed, and may in the future
perform, various financial advisory, commercial banking and investment banking
services for the Registrant, for which they received or will receive customary
fees and expenses and none of which are material individually or in the
aggregate with respect to any individual party.
EXHIBIT
INDEX
Exhibit
Number Description
|
4.1
|
Indenture,
dated as of April 4,
2008
|
|
4.2
|
Registration
Rights Agreement, dated as April 4,
2008
|
|
4.3
|
Global
Note ($500,000,000)
|
|
4.4
|
Global
Note ($95,000,000)
|
|
4.5
|
Global
Note ($5,000,000)
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
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NORFOLK
SOUTHERN CORPORATION
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(Registrant)
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/s/ Reginald J. Chaney
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Name: Reginald
J. Chaney
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Title: Assistant
Corporate Secretary
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Date: April
8, 2008
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