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NSC > SEC Filings for NSC > Form 8-K on 21-Nov-2013All Recent SEC Filings

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Form 8-K for NORFOLK SOUTHERN CORP


21-Nov-2013

Creation of a Direct Financial Obligation or an Obligation under an Off-Bal


Item 2.03 Creation of a Direct Financial Obligation of a Registrant

On November 21, 2013, the Registrant completed its offering of $400,000,000 aggregate principal amount of its 3.850% Senior Notes due 2024 (the "Notes") pursuant to an Underwriting Agreement, dated November 18, 2013 (the "Agreement"), by and among the Registrant and Citigroup Global Markets Inc., Goldman, Sachs & Co. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein. The Notes were sold pursuant to the Registrant's Automatic Shelf Registration Statement on Form S-3 (File No. 333-179569). The Agreement is filed herewith as Exhibit 1.1.

The Notes were issued pursuant to an Indenture, dated as of March 15, 2012 (the "Base Indenture"), as supplemented by a fourth supplemental indenture, dated as of November 21, 2013 (the "Fourth Supplemental Indenture" and, together with the Base Indenture, the "Indenture"), each between the Registrant and U.S. Bank Trust National Association, as trustee. The Notes will pay interest semi-annually in arrears at a rate of 3.850% per annum.

The Notes may be redeemed in whole at any time or in part from time to time, at the Registrant's option, as described below.

If the Notes are redeemed prior to the date that is three months prior to their maturity date, the redemption price for the Notes to be redeemed will equal the greater of (i) 100% of their principal amount or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (exclusive of interest accrued to, but not including, the date of redemption), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a specified rate, plus accrued and unpaid interest thereon to, but not including, the redemption date.

If the Notes are redeemed on or after the date that is three months prior to their maturity date, the redemption price for the Notes to be redeemed will equal 100% of the principal amount of such Notes, plus accrued interest to, but not including, the redemption date.

The Fourth Supplemental Indenture is filed herewith as Exhibit 4.1, and the description of the Indenture contained herein is qualified by reference thereto.




Item 9.01. Financial Statements and Exhibits

(d) Exhibits

The following exhibits are filed as part of this Current Report on Form 8-K:

Exhibit No.   Description
    1.1       Underwriting Agreement, dated November 18, 2013, among the Registrant and
              Citigroup Global Markets Inc., Goldman, Sachs & Co. and Wells Fargo
              Securities, LLC.

    4.1       Fourth Supplemental Indenture, dated as of November 21, 2013, between the
              Registrant and U.S. Bank Trust National Association, as Trustee.

    5.1       Opinion Letter of William A. Galanko, Vice President - Law of the
              Registrant regarding the validity of the Notes.

    5.2       Opinion Letter of Skadden, Arps, Slate, Meagher & Flom LLP regarding the
              validity of the Notes.

   23.1       Consent of William A. Galanko (included in Exhibit 5.1).

   23.2       Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit
              5.2).


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