UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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)
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Virginia
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52-1188014
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(State of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Three Commercial Place
Norfolk, Virginia
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23510-9241
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(Address of principal executive offices)
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(Zip Code)
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Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class to be so registered
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Name of each exchange on which each class is to be registered
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3.000% Senior Notes due 2022
3.95% Senior Notes due 2042
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New York Stock Exchange
New York Stock Exchange
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If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. T
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. £
Securities Act registration statement file number to which this form relates: 333-179569
Securities to be registered pursuant to Section 12(g) of the Act:
Item 1. Description of Registrant’s Securities to be Registered.
For a description of the 3.000% Senior Notes due 2022, reference is made to the information contained in the section captioned “Description of the Notes” in the Registrant’s Prospectus Supplement filed pursuant to Rule 424(b)(2) on March 12, 2012, which information is hereby incorporated herein by reference. The outstanding principal amount of the 3.000% Senior Notes due 2022 registered hereby may be increased from time to time in the future due to further issuances of securities having substantially the same terms. If any such additional securities are issued, a prospectus supplement relating to them will be filed with the Securities and Exchange Commission (the “Commission”) and will be incorporated herein by reference. The 3.000% Senior Notes due 2022 registered hereby are, and any additional 3.000% Senior Notes due 2022 registered hereby in the future will be, all part of a single series as described in the documents referenced above.
For a description of the 3.95% Senior Notes due 2042, reference is made to the information contained in the section captioned “Description of Debt Securities” in the Registrant’s Prospectus filed pursuant to Rule 424(b)(3) on September 4, 2012 and under the heading “Description of the Notes” in the Registrant’s Prospectus Supplement filed pursuant to Rule 424(b)(2) on September 5, 2012, which information is hereby incorporated herein by reference. The outstanding principal amount of the 3.95% Senior Notes due 2042 registered hereby may be increased from time to time in the future due to further issuances of securities having substantially the same terms. If any such additional securities are issued, a prospectus supplement relating to them will be filed with the Commission and will be incorporated herein by reference. The 3.95% Senior Notes due 2042 registered hereby are, and any additional 3.95% Senior Notes due 2042 registered hereby in the future will be, all part of a single series as described in the documents referenced above.
Item 2. Exhibits.
The Registrant intends to register the above referenced securities on The New York Stock Exchange, on which exchange other securities of the Registrant are registered. Accordingly, copies of the following exhibits are filed as exhibits to this Registration Statement:
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4.1
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Indenture, dated as of March 15, 2012, between Norfolk Southern Corporation and U.S. Bank Trust National Association, as Trustee, is incorporated herein by reference to Exhibit 4.1 to Norfolk Southern Corporation’s Form 8-K filed on March 15, 2012.
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4.2
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First Supplemental Indenture, dated as of March 15, 2012, between Norfolk Southern Corporation and U.S. Bank Trust National Association, as Trustee, is incorporated herein by reference to Exhibit 4.2 to Norfolk Southern Corporation’s Form 8-K filed on March 15, 2012.
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4.3
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Second Supplemental Indenture, dated as of September 7, 2012, between Norfolk Southern Corporation and U.S. Bank Trust National Association, as Trustee, is incorporated herein by reference to Exhibit 4.1 to Norfolk Southern Corporation’s Form 8-K filed on September 7, 2012.
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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, thereto duly authorized.
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NORFOLK SOUTHERN CORPORATION
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(Registrant)
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By:
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/s/ Howard D. McFadden
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Name:
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Howard D. McFadden
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Title:
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Corporate Secretary
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Date: September 14, 2012
EXHIBIT INDEX
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Exhibit No.
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Description
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4.1
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Indenture, dated as of March 15, 2012, between Norfolk Southern Corporation and U.S. Bank Trust National Association, as Trustee, is incorporated herein by reference to Exhibit 4.1 to Norfolk Southern Corporation’s Form 8-K filed on March 15, 2012.
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4.2
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First Supplemental Indenture, dated as of March 15, 2012, between Norfolk Southern Corporation and U.S. Bank Trust National Association, as Trustee, is incorporated herein by reference to Exhibit 4.2 to Norfolk Southern Corporation’s Form 8-K filed on March 15, 2012.
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4.3
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Second Supplemental Indenture, dated as of September 7, 2012, between Norfolk Southern Corporation and U.S. Bank Trust National Association, as Trustee, is incorporated herein by reference to Exhibit 4.1 to Norfolk Southern Corporation’s Form 8-K filed on September 7, 2012.
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